exv10w24



 






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EXHIBIT 10.24




CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT




THIS CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 1,
2004, by and between (Executive) (“Executive”) and ABM Industries Incorporated (“Company”) for
itself and on behalf of its subsidiary corporations as applicable herein.




WHEREAS, Company is engaged in the building maintenance and related service businesses, and




WHEREAS, Executive is experienced in the administration, finance, marketing, and/or operation of
such services, and




WHEREAS, Company has invested significant time and money to develop proprietary trade secrets and
other confidential business information, as well as invaluable goodwill among its customers, sales
prospects and employees, and




WHEREAS, Executive wishes to, or has been and desires to remain employed by Company, and to utilize
such proprietary trade secrets, other confidential business information and goodwill, and




WHEREAS, Company has disclosed or will disclose to Executive such proprietary trade secrets and
other confidential business information which Executive will utilize in the performance of this
Agreement;




NOW THEREFORE, Executive and Company agree as follows:





	A.  	EMPLOYMENT: Company hereby agrees to employ Executive, and Executive hereby accepts such
employment, on the terms and conditions set forth in this Agreement.






	B.  	TITLE: Executive’s title shall be (Title), subject to modification as determined by the
Company’s Board of Directors.





 





	C.  	DUTIES & RESPONSIBILITIES: Executive shall be expected to assume and perform such executive
or managerial duties and responsibilities as are assigned from time-to-time by the Company’s
(Title) or his or her designee, to whom Executive shall report and be accountable.






	D.  	TERM OF AGREEMENT: Employment hereunder shall be deemed effective as of November 1, 2004,
for a term of two years (“Initial Term”), unless sooner terminated pursuant to Paragraph O
hereof, or later extended pursuant to Paragraph N hereof (“Extended Term”).






	E.  	PRINCIPAL OFFICE: During the Initial Term and any Extended Term, as applicable, of this
Agreement, Executive shall be based at a Company office located in (City) in the state of
(State) a (“State of Employment”), or such other location as shall be mutually agreed upon by
Company and Executive.






	F.  	COMPENSATION: Company agrees to compensate Executive, and Executive agrees to accept as
compensation in full, for Executive’s assumption and performance of duties and
responsibilities pursuant to this Agreement:






	 	1.  	SALARY: A salary paid in equal installments of no less frequently than
semi-monthly at the annual rate set forth in Paragraph X.1 hereof.
	 
	 	2.  	BONUS: A bonus or other incentive or contingent compensation, if any, pursuant
to Paragraph X.2 hereof.
	 
	 	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	 	3.  	FRINGE BENEFITS: Executive shall receive the then current fringe benefits generally
provided by Company to all of its Executives. Such benefits may include but not be
limited to the use of a Company-leased car or a car allowance, group health benefits,
long-term disability benefits, group life insurance, sick leave and vacation. Each of
these fringe benefits is subject to the applicable Company policy at all times.
Executive expressly agrees that should he or she terminate employment with Company for
the purpose of being re-employed by a Company affiliate, he or she shall “carry-over”
any previously accrued but unused vacation balance to the books of the affiliate.
	 
	 	   	Company reserves the right to add, increase, reduce or eliminate any fringe benefit at
any time, but no such benefit or benefits shall be reduced or eliminated as to
Executive unless generally reduced or eliminated as to comparable executives within
the Company.






	G.  	PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES: Company shall pay directly or reimburse
Executive for reasonable business expenses of Company incurred by Executive in connection with
Company business, and approved in writing by the person(s) to whom Executive reports pursuant
to Paragraph C hereof, upon presentation to such person(s) by Executive within sixty (60) days
after incurring such expense of an itemized request for payment including the date, nature,
recipient, purpose and amount of each such expense, accompanied by receipts for all such
expenses in accordance with Company policy.






	H.  	BUSINESS CONDUCT: Executive shall comply with all applicable laws pertaining to the
performance of this Agreement, and with all lawful and ethical rules, regulations, policies,
codes of conduct, procedures and instructions of Company, including but not limited to the
following:






	 	1.  	GOOD FAITH: Executive shall not act in any way contrary to the best interest
of Company. Executive agrees that if he or she is approached by any person to discuss a possible
acquisition or other transaction that could result in a change of control of the
Company, Executive will immediately advise the Company’s General Counsel and Chair of
the Nominating, Governance and Succession Committee of the Board of Directors.
	 
	 	2.  	BEST EFFORTS: During all full-time employment hereunder, Executive shall
devote full working time and attention to Company. Notwithstanding any other agreement
to the contrary, Executive shall not at any time be directly or indirectly employed by,
own, operate, assist or otherwise be involved, invested or associated in any business
that is similar or competitive to any business of Company; except that Executive may
own up to five percent (5%) of such publicly-held business(es), provided that
Executive: (a) shall give Company notice(s) of any such ownership exceeding two
percent (2%), in accordance with Paragraph W hereof, and (b) shall not at any time be
directly or indirectly employed by or operate, assist, or otherwise be involved or
associated with any such business(es).
	 
	 	3.  	VERACITY: Executive shall make no claims or promises to any employee,
supplier, contractor, customer or sales prospect of Company that are unauthorized by
Company or are in any way untrue.
	 
	 	4.  	DRIVER’S LICENSE: Executive shall have a driver’s permit issued by Company and
shall carry a valid driver’s license issued by his or her state of domicile or the
State of Employment hereunder whenever Executive is driving any motor vehicle in
connection with Company business. Executive agrees to immediately notify Company in
writing if Executive’s driver’s license is lost, expired, restricted, suspended or
revoked for any reason whatsoever.
	 
	 	5.  	CODE OF CONDUCT: Executive agrees to fully comply with and annually
execute a certification of compliance with the Company’s Code of Business Conduct and
Ethics.






	I.  	NO CONFLICT: Executive represents to Company that Executive is not bound by any contract
with a previous employer or with any other business that might prevent Executive from entering
into this
	 
	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	   	Agreement. Executive further represents that he or she is not bound by any other contracts
or covenants that in any way restrict or limit Executive’s activities in relation to his or
her employment with Company that have not been fully disclosed to Company prior to the
signing of this Agreement.






	J.  	COMPANY PROPERTY: Company shall, from time to time, entrust to the care, custody and control
of Executive certain of Company’s property, such as motor vehicles, equipment, supplies,
passwords and documents. Such documents may include, but shall not be limited to customer
lists, financial statements, cost data, price lists, invoices, forms, electronic files and
media, mailing lists, contracts, reports, manuals, personnel files or directories,
correspondence, business cards, copies or notes made from Company documents and documents
compiled or prepared by Executive for Executive’s use in connection with Company business.
Executive specifically acknowledges that all such items, including passwords and documents,
are the property of Company, notwithstanding their preparation, care, custody, control or
possession by Executive at any time(s) whatsoever.
	 
	K.  	GOODWILL & PROPRIETARY INFORMATION: In connection with Executive’s employment hereunder:






	 	1.  	Executive agrees to utilize and further Company’s goodwill (“Goodwill”) among
its customers, sales prospects and employees, and acknowledges that Company may
disclose to Executive and Executive may disclose to Company, proprietary trade secrets
and other confidential information not in the public domain (“Proprietary Information”)
including but not limited to specific customer data such as: (a) the identity of
Company’s customers and sales prospects, (b) the nature, extent, frequency,
methodology, cost, price and profit associated with its services and products purchased
from Company, (c) any particular needs or preferences regarding its service or supply
requirements, (d) the names, office hours, telephone numbers and street addresses of
its purchasing agents or other buyers, (e) its billing procedures, (f) its credit
limits and payment practices, and (g) its organization structure.
	 
	 	2.  	Executive agrees that such Proprietary Information and Goodwill have unique
value to Company, are not generally known or readily available to Company’s
competitors, and could only be developed by others after investing significant time and
money. Company would not make such Proprietary Information and Goodwill available to
Executive unless Company is assured that all such Proprietary Information and Goodwill
will be held in trust and confidence by Executive. Executive hereby acknowledges that
to use this Proprietary Information and Goodwill except for the benefit of Company
would be a breach of such trust and confidence and in violation of Executive’s common
law Duty of Loyalty to the Company.






	L.  	RESTRICTIVE COVENANTS: In recognition of Paragraph K, above, Executive hereby agrees that
during the Initial Term and the Extended Term, if any, of this Agreement, and thereafter as
specifically agreed herein:






	 	1.  	Except in the proper performance of this Agreement, Executive shall at no time
directly or indirectly solicit or otherwise encourage or arrange for any employee to
terminate employment with Company while employed by the Company and for a period of one
(1) year following Executive’s termination of employment.
	 
	 	2.  	Except in the proper performance of this Agreement, Executive shall not
directly or indirectly disclose or deliver to any other person or business, any
Proprietary Information obtained directly or indirectly by Executive from, or for,
Company.
	 
	 	3.  	Executive agrees that at all times after the termination of this Agreement,
Executive shall not seek, solicit, divert, take away, obtain or accept the patronage of
any customer or sales prospect of Company through the direct or indirect use of any
Proprietary Information of Company, or by any other unfair or unlawful business
practice.
	 
	 	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	 	4.  	Executive agrees that for a reasonable time after the termination of this
Agreement, which Executive and Company hereby agree to be one (1) year, Executive shall
not directly or indirectly, for Executive or for any other person or business, seek,
solicit, divert, take away, obtain or accept any customer account or sales prospect
with which Executive had direct business involvement on behalf of Company within the
one (1) year period prior to termination of this Agreement.
	 
	 	5.  	Nothing in this Agreement shall be binding upon the parties to the extent it is
void or unenforceable for any reason in the State of Employment, including, without
limitation, as a result of any law regulating competition or proscribing unlawful
business practices.






	M.  	MODIFICATION OF EMPLOYMENT: At any time during the then current Initial or Extended Term, as
applicable, of this Agreement, a majority of the Board of Directors of Company shall have the
absolute right, with or without cause and without terminating this Agreement or Executive’s
employment hereunder, to modify the nature of Executive’s employment for the remainder of the
then current Initial or Extended Term, as applicable, of this Agreement, from that of a
full-time employee to that of a part-time employee (“Modification Period”). The Modification
Period shall commence immediately upon Company giving Executive written notice of such change.






	 	1.  	Upon commencement of the Modification Period: (a) Executive shall immediately
resign as a full-time employee of Company and as an officer and/or director of Company
and of any Company subsidiaries, as applicable, (b) Executive shall promptly return all
Company property in Executive’s possession to Company, including but not limited to any
motor vehicles, equipment, supplies and documents set forth in Paragraph J hereof, and
(c) Company shall pay Executive when due all previously earned and vested but as yet
unpaid, salary, prorated Target Bonus as determined pursuant to Paragraph X.2 or other
contingent compensation, reimbursement of business expenses and fringe benefits.
	 
	 	2.  	During the Modification Period: (a) Company shall continue to pay Executive’s
monthly salary pursuant to Paragraph F.1 hereof, and to the extent available under the
Company’s group insurance policies, continue to provide Executive with the same group
health and life insurance (subject to Executive continuing to pay the employee portion
of any such premium) to which Executive would be entitled as a full-time employee, with
the understanding and agreement that such monthly salary and group insurance, if
available, shall constitute the full extent of Company’s obligation to compensate
Executive, (b) Executive shall not be eligible or entitled to receive or participate in
any bonus or fringe benefits other than the aforementioned group insurance, if
available, (c) in the alternative, Executive may exercise rights under COBRA to obtain
medical insurance coverage as may be available to Executive, (d) Executive shall be
deemed a part-time employee and not a full-time employee of Company, (e) Executive
shall provide Company with such occasional executive or managerial services as
reasonably requested by the person(s) to whom Executive reports pursuant to Paragraph
C hereof, except that failure to render such services by reason of any physical or
mental illness or disability other than Total Disability or death as set forth in
Paragraph O.2 hereof, or unavailability because of absence from the State of Employment
hereunder, shall not affect Executive’s right to receive such salary and (f) Company
shall pay directly or reimburse Executive in accordance with the provisions of
Paragraph G hereof for reasonable business expenses of Company incurred by Executive in
connection with such services requested by the person(s) to whom Executive reports
pursuant to Paragraph C hereof.
	 
	 	3.  	The Modification Period shall continue until the earlier of: (a) Total
Disability or death as set forth in Paragraph O.2 hereof, (b) termination of this
Agreement by Company for “just cause” as hereinafter defined, (c) Executive accepting
employment or receiving any other compensation from operating, assisting or otherwise
being involved, invested or associated with any business that is similar to or
competitive with any business in which Company is engaged on the commencement date of
the Modification Period, or (d) expiration of the then current Term of this Agreement.






	N.  	EXTENSION OF EMPLOYMENT:
	 
	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	 	1.  	Absent at least ninety (90) days written Notice of Termination of Employment or
Notice of Non-Renewal from Company to Executive prior to expiration of the then current
Initial or Extended Term, as applicable, of this Agreement, employment hereunder shall
continue for an Extended Term (or another Extended Term, as applicable) of one year, by
which Executive and Company intend that all terms and conditions of this Agreement
shall remain in full force and effect for another twelve (12) months, except that the
base salary specified in Paragraph X.1.a may be increased as set forth in Paragraph
X.1.b during the Extended Term.
	 
	 	2.  	In the event that Notice of Non-Renewal is given ninety (90) days prior to the
expiration of the then Initial or Extended Term, as applicable, of this Agreement,
employment shall continue on an “at will” basis following the expiration of such
Initial or Extended Term. In such event, Company shall have the right to change the
terms and conditions of Executive’s employment, including but not limited to
Executive’s position and/or compensation.






	O.  	TERMINATION OF EMPLOYMENT:






	1.   	a.  	 Termination Upon Expiration Of Term. Subject to at least ninety (90)
days prior written Notice of Termination of Employment, Executive’s employment shall
terminate, with or without cause, at the expiration of the then current Initial or
Extended Term. Company has the option, without terminating this Agreement,of placing
Executive on a leave of absence at the full compensation set forth in Paragraph F
hereof, for any or all of such notice period.
	 
	 	b.  	Termination For Cause. Except as provided in Paragraph
O.1.a, the Company shall have the right to terminate Executive’s employment
hereunder at any time during the then current Initial or Extended Term, as
applicable, of this Agreement, without notice subject only to a good faith
determination by a majority of the Board of Directors of Company of “just
cause.” “Just cause” includes but is not limited to any (i) theft or dishonesty
(ii) more than one instance of neglect or failure to perform employment duties,
(iii) more than one instance of inability or unwillingness to perform employment
duties, (iv) insubordination, (v) abuse of alcohol or other drugs or substances
affecting Executive’s performance of his or her employment duties, (vi) material
and willful breach of this Agreement; (vii) other misconduct, unethical or
unlawful activity, or for (vii) a conviction of or plea of “guilty” or “no
contest” to a felony under the laws of the United States or any state thereof.
	 
	 	c.  	Voluntary Termination By Executive. At any time
during the then current Initial or Extended Term, as applicable, of this
Agreement and with or without cause, Executive may terminate employment
hereunder by giving Company ninety (90) days prior written notice.






	 	2.  	Employment hereunder shall automatically terminate upon the total disability
(“Total Disability”) or death of Executive. Total Disability shall be deemed to occur
on the ninetieth (90th) consecutive or non-consecutive calendar day within any twelve
(12) month period that Executive is unable to perform the duties set forth in Paragraph
C hereof because of any physical or mental illness or disability. Company shall pay
when due to Executive or, upon death, Executive’s designated beneficiary or estate, as
applicable, all prorated salary, prorated Target Bonus as determined pursuant to
Paragraph X.2 or other contingent compensation, reimbursement of business expenses and
fringe benefits which would have otherwise been payable to Executive under this
Agreement, through the end of the month in which Total Disability or death occurs.
	 
	 	3.  	Upon termination of employment hereunder, Executive shall immediately resign as
an employee of Company and as an officer and/or director of Company and of any Company
subsidiaries, as applicable. Executive shall promptly return and release all Company
property in Executive’s possession to Company, including but not limited to, any motor
vehicles, equipment, supplies,
	 
	 	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	 	   	passwords and documents set forth in Paragraph J hereof. Company shall pay
Executive, when due, all previously earned and vested but as yet unpaid, salary,
prorated Target Bonus, as determined pursuant to Paragraph X.2 or other contingent
compensation, reimbursement of business expenses and fringe benefits.






	P.  	GOVERNING LAW: This Agreement shall be interpreted and enforced in accordance with the laws
of the State of Employment hereunder.
	 
	Q.  	ARBITRATION CLAUSE:






	 	1.  	Except for the interpretation and enforcement of injunctive relief pursuant to
Paragraph R hereof (which shall be subject to litigation in any court having proper
jurisdiction), any claim or dispute related to or arising from this Agreement (whether
based in contract or tort, in law or equity) including, but not limited to, claims or
disputes between Executive and Company or its directors, officers, employees and agents
regarding Executive’s employment or termination of employment hereunder, or any other
business of Company, shall be resolved by a neutral arbitrator agreed upon by both
parties, through mandatory, final, binding arbitration in accordance with the
procedural and discovery rules of the American Arbitration Association.
	 
	 	2.  	The cost of such arbitration shall be borne by the Company. Any such
arbitration must be requested in writing within one (1) year from the date the party
initiating the arbitration knew or should have known about the claim or dispute, or all
claims arising from that dispute are forever waived. Any such arbitration (or court
proceeding as applicable hereunder) shall be held in the city and/or county of
employment hereunder. Judgment upon the award rendered through such arbitration may be
entered and enforced in any court having proper jurisdiction.






	R.  	REMEDIES & DAMAGES:






	 	1.  	The parties agree that, in the event of a material breach or threatened
material breach of Paragraphs K and/or L hereof, the damage or imminent damage to the
value of Company’s business shall be impractical and/or impossible to estimate or
ascertain, and therefore any remedy at law or in damages shall be inadequate.
Accordingly, the parties hereto agree that Company shall be entitled to the immediate
issuance of a restraining order or an injunction against Executive in the event of such
breach or threatened breach, in addition to any other relief available to Company
pursuant to this Agreement or under law.
	 
	 	2.  	Executive agrees that damages resulting from any such breach which involves any
customer of Company shall be the actual damages according to proof, as determined
by an arbitrator pursuant to Paragraph Q, above.
	 
	 	3.  	To the full extent permitted under the laws of the State of Employment
hereunder, Executive authorizes Company to withhold from any severance payments
otherwise due to Executive and from any other funds (other than wages) held for
Executive’s benefit by Company, any damages or losses sustained by Company as a result
of any material breach or other material violation of this Agreement by Executive,
pending arbitration between the parties as provided for herein.






	S.  	NO WAIVER: Failure by either party to enforce any term or condition of this Agreement at any
time shall not preclude that party from enforcing that provision, or any other provision of
this Agreement, at any later time.






	T.  	SEVERABILITY: The provisions of this Agreement are severable. If any arbitrator (or court
as applicable hereunder) rules that any portion of this Agreement is invalid or unenforceable,
the arbitrator’s or court’s ruling shall not affect the validity and enforceability of other
provisions of this Agreement. It is the intent of the parties that if any provision of this
Agreement is ruled to be overly broad, the arbitrator or court shall
	 
	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	   	interpret such provision with as much permissible breadth as is allowable under law rather
than to consider such provision void.






	U.  	SURVIVAL: All terms and conditions of this Agreement which by reasonable implication are
meant to survive the termination of this Agreement, including but not limited to the
Restrictive Covenants and Arbitration Clause herein, shall remain in full force and effect
after the termination of this Agreement.






	V.  	REPRESENTATIONS: Executive represents and agrees that he or she has carefully read and fully
understands all of the provisions of this Agreement, that he or she is voluntarily entering
into this Agreement and has been given an opportunity to review all aspects of this Agreement
with an attorney, if he or she chooses to do so.
	 
	W.  	NOTICES:






	 	1.  	Any notice required or permitted to be given pursuant to this Agreement shall
be in writing and delivered in person, or sent prepaid by certified mail, bonded
messenger or overnight express, to the party named at the address set forth below or at
such other address as either party may hereafter designate in writing to the other
party:





	 	 	 	 	 
	

	 	Executive:
	 	(Executive name)
	

	 	 	 	(Home address)
	

	 	 	 	(City, State ZIP)
	 
	 	 	 	 
	

	 	Company:
	 	ABM Industries Incorporated
	

	 	 	 	160 Pacific Avenue, Suite 222
	

	 	 	 	San Francisco, CA 94111
	

	 	 	 	Attention: Chief Executive Officer
	 
	 	 	 	 
	

	 	Copy:
	 	ABM Industries Incorporated
	

	 	 	 	160 Pacific Avenue, Suite 222
	

	 	 	 	San Francisco, CA 94111
	

	 	 	 	Attention: Chief Employment Counsel







	 	2.  	Any such Notice shall be assumed to have been received when delivered in
person, or forty-eight (48) hours after being sent in the manner specified above.






	X.  	SPECIAL PROVISIONS:






	 	1.  	BASE SALARY:






	 	a.  	(Salary amount, spelled out) Dollars ($000,000) per year
effective November 1, 2004 through October 31, 2005 at the monthly rate of
$00,000 payable semi-monthly.
	 
	 	b.  	Effective November 1, 2004 and at the beginning of each Fiscal
Year thereafter, Executive shall be eligible, at the sole discretion of the
Company, to receive a merit increase based on Executive’s job performance.
	 
	 	c.  	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.






	 	2.  	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
	 
	 	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	 	   	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:






	 	a.  	A target bonus for this Fiscal Year shall be established equal to
(percentage)% 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.
	 
	 	   	 





			
	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___






 









 






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	Y.  	SCOPE OF CERTAIN PROVISIONS: 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.






	Z.  	ENTIRE AGREEMENT: Unless otherwise specified herein, this Agreement sets forth every
contract, understanding and arrangement as to the employment relationship between Executive
and Company, and may only be changed by a written amendment signed by both Executive and
Company.







	 	1.  	The parties intend that this Agreement speak for itself, and that no evidence
with respect to its terms and conditions other than this Agreement itself may be
introduced in any arbitration or judicial proceeding to interpret or enforce this
Agreement.
	 
	 	2.  	It is specifically understood and accepted that this Agreement supersedes all
oral and written employment agreements between Executive and Company prior to the date
hereof, as well as all conflicting provisions of Company’s Guidelines for Corporate
Approval and its Human Resources Manual, including but not limited to the termination,
discipline and discharge provisions contained therein.
	 
	 	3.  	This Agreement may not be amended except in a writing signed by the
Executive and Chief Executive Officer and approved by the Company’s Board of Directors.





FULL KNOWLEDGE & UNDERSTANDING: Executive and Company hereby acknowledge that they have carefully
read and fully understand all terms and conditions of this Agreement, that they have been given an
opportunity to review all aspects of this Agreement with an attorney if they so choose, and that
they are voluntarily entering into this Agreement with full knowledge of the benefits and burdens,
and the risks and rewards, contained herein.




IN WITNESS WHEREOF, Executive and an Officer and Director of the Company have executed this
Agreement as of the date set forth above:




	 	 	 	 	 	 	 
	

	 	Executive:
	 	Signature:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Date:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Company:
	 	 	 	ABM Industries Incorporated
	 
	 	 	 	 	 	 
	

	 	 	 	Date:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Signature:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Signature:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

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	Corp Exec Officer
	 	INITIALS: EXECUTIVE ___COMPANY___