exv10w26



 






EXHIBIT 10.26




February 2, 2005




Steven M. Zaccagnini

26 Mountain Laurel

Dove Canyon, CA 92679

Via Federal
Express



	 	 	 
	Re:

	 	First Amendment to Your Corporate Executive Employment Agreement dated November 1, 2003 with
ABM Industries Incorporated






Dear Steve:



As part of the roll-out of the second phase of the Company’s new incentive-based bonus program, the
ABM Industries, Inc. Board of Directors (the “Board”) has proposed the following amendments to your
Executive Employment Agreement (the “Agreement”) dated November 1, 2003.



The purpose of these changes is to provide the Board with greater flexibility to adjust titles and
compensation during the term of the Agreement as duties and responsibilities are changed.
Additionally, these changes convert the fixed Profit Bonus percentages to a Target Bonus based on a
percentage of base salary, as recommended by the Company’s executive compensation consultant.



By signing below, you are agreeing to amend the unexpired term of your Executive Employment
Agreement for Fiscal Year 2005 and thereafter, as indicated below:




Section B., TITLE,
shall be amended in its entirety, as follows:




Executive’s title shall be Senior Vice President of the Company and President of Commair
Mechanical Services and ABM Facility Services, subject to modification as determined by the
Company’s Board of Directors.




Section X.1.c. shall be amended in its entirety, as follows:





At the sole discretion of the Company’s Board of Directors (the “Approving Authority”) the
Company may, at any time, grant a compensation adjustment for reasons deemed appropriate,
including but not limited to a change in Executive’s duties resulting in a material increase in
responsibility.




Section X.2. shall be amended in its entirety, as follows:





BONUS: Subject to proration in the event of modification or termination of employment
hereunder, Executive shall be entitled to participate in the Company’s incentive compensation
plan which provides for a performance-based bonus (“Bonus”) contingent on the achievement of
personal and Corporate objectives for each Fiscal Year, or partial Fiscal Year, of employment
hereunder during the Initial Term, and during the Extended Term, if any, of this Agreement, as
follows:



INITIALS: EXECUTIVE SMZ COMPANY HCS




 









 








			
	February 2, 2005
	 	Page 2







	a.  	A target bonus for this Fiscal Year shall be established equal to 33.3% of the
Executive’s actual base salary as established at the beginning of the Fiscal Year for each
Fiscal Year (the “Target Bonus”). Executive’s Target Bonus shall be further subject to an
Executive Performance Bonus Modifier adjustment of 0% to 150% of the Target Bonus to
determine Executive’s Actual Bonus. Such adjustment shall be based on Performance
Criteria contained in the annual Executive Performance Bonus Modifier Recommendation
Calculation Worksheet (see copy attached as Exhibit I) as recommended by the person(s) to
whom Executive reports and reviewed and approved by the Approving Authority designated in
subparagraph X.1.c., above.






	 	i.  	At any time the Approving Authority or its designee reserves the right to
further adjust the Performance Criteria in the event of a Significant Transaction (as
defined below) during a Fiscal Year and/or for any unanticipated and material events
that are beyond the control of the Company, including but not limited to acts of god,
nature, war or terrorism, or changes in the rules for financial reporting set forth by
the Financial Accounting Standards Board, the Securities and Exchange Commission,
and/or the New York Stock Exchange or for any other reason which the Approving
Authority determines, in good faith, to be appropriate. For purposes of this
Agreement, the term “Significant Transaction” shall mean the acquisition or
disposition of a business or assets which ABM Industries Incorporated is required to
report under Item 2 of the SEC Form 8-K.
	 
	 	ii.  	The Company shall pay Executive the Actual Bonus for the Fiscal Year
following completion of the audit of the ABM Industries Incorporated financial
statements and approval by the Approving Authority, but no later than seventy-five
(75) days after the end of each Fiscal Year. The Company in its sole discretion may
pay any prorated Target Bonus earlier. In the event of modification or termination of
employment hereunder, the Company shall pay Executive the prorated portion of the
Target Bonus based on the fraction of the Fiscal Year that has been completed prior to
the date of Modification or Termination.
	 
	 	iii.  	Absent bad faith or material error, the conclusions of the Approving
Authority or its designee with respect to the Performance Criteria or Actual Bonus
shall be final and binding on Executive and Company.






	b.  	Nothing contained in this Agreement shall entitle Executive to receive a bonus or
other incentive or contingent compensation from Company based on any sales or profits made
by Company after termination of the Initial or Extended Term of this Agreement or of
employment hereunder.
	 
	c.  	Notwithstanding any other provision hereof, the Approving Authority designated in
subparagraph X.1.c., above, may, prior to the beginning of any Fiscal Year, approve and
notify the Executive of a modification to the Target Bonus percentage determined hereunder
(either higher or lower), based on such performance and financial measures and other
factors as it shall determine in its sole discretion. Any decision in this regard shall
be deemed final and binding on Executive regardless of the amount of Target or Actual
Bonus otherwise calculated pursuant to the foregoing provisions. In addition, the
Approving Authority reserves the option at any time to grant a discretionary incentive
bonus, which shall not be subject to the maximum Bonus provisions described in Paragraph
X.2.a., above.





INITIALS: EXECUTIVE SMZ COMPANY HCS




2005 Corporate Executive Amendment




 









 








			
	February 2, 2005
	 	Page 3






Section Y., SCOPE OF CERTAIN PROVISIONS, shall be amended in its entirety, as follows:







All references to Company in Paragraphs H, J, K, L, O.3, R and Z in this Agreement shall
include ABM Industries Incorporated and its subsidiary corporations and other affiliates.



I have enclosed two originals of this letter along with the referenced Exhibit. If you agree,
please initial each page, sign and date both originals, retaining one for your records and
returning the other fully-executed original to Susan Szotek no later than February 8, 2005.



Thank you for your continuing support.




Best regards,




/s/ Henrik C. Slipsager




Henrik C. Slipsager




I agree to the foregoing amendment effective as of November 1, 2004:




	 	 	 
	/s/ Steven M. Zaccagnini

	 	2/8/05
	 

	 	 
	Signature

	 	Date
	Steven M. Zaccagnini
	 	 






INITIALS: EXECUTIVE SMZ COMPANY HCS




2005 Corporate Executive Amendment