exv10w17





 Exhibit 10.17



EXECUTION COPY




ABM DEFERRED COMPENSATION PLAN




(Amended and Restated, Effective March 13, 2008)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	1.01

	 	“401(k) Plan”
	 	 	1	 
	1.02

	 	“Account”
	 	 	1	 
	1.03

	 	“Administrative Committee” or “Committee”
	 	 	1	 
	1.04

	 	“Beneficiary”
	 	 	1	 
	1.05

	 	“Board”
	 	 	1	 
	1.06

	 	“Change in Control”
	 	 	1	 
	1.07

	 	“Code”
	 	 	1	 
	1.08

	 	“Company”
	 	 	1	 
	1.09

	 	“Compensation”
	 	 	1	 
	1.10

	 	“Deferral”
	 	 	1	 
	1.11

	 	“Disabled” or “Disability”
	 	 	1	 
	1.12

	 	“Effective Date”
	 	 	2	 
	1.13

	 	“Eligible Employee”
	 	 	2	 
	1.14

	 	“Employer”
	 	 	2	 
	1.15

	 	“ERISA”
	 	 	2	 
	1.16

	 	“Highly Paid Participant”
	 	 	2	 
	1.17

	 	“Identification Date”
	 	 	2	 
	1.18

	 	“Key Employee”
	 	 	2	 
	1.19

	 	“Participant”
	 	 	2	 
	1.20

	 	“Performance-Based Bonus”
	 	 	2	 
	1.21

	 	“Performance Shares” 	 	 	2	 
	1.22

	 	“Person” 	 	 	3	 
	1.23

	 	“Plan”
	 	 	3	 
	1.24

	 	“Plan Year”
	 	 	3	 
	1.25

	 	“Restricted Stock Units”	 	 	3	 
	1.26

	 	“Separation from Service”
	 	 	3	 
	1.26

	 	“Valuation Date”
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE II ELIGIBILITY FOR PARTICIPATION	 	 	3	 
	2.01

	 	Eligibility Requirements
	 	 	3	 
	2.02

	 	Change in Employment Status
	 	 	3	 
	2.03

	 	Determination of Eligibility
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE III DEFERRALS	 	 	4	 
	3.01

	 	Deferrals
	 	 	4	 
	3.02

	 	Deferral Election
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE IV ACCOUNTS, FUNDING AND VALUATION	 	 	5	 
	4.01

	 	Establishment of Account
	 	 	5	 
	4.02

	 	Valuation of Account Prior to the Implementation of a Supplemental Plan
	 	 	6	 
	4.03

	 	Investment Elections After Implementation of a Supplemental 401(k) Plan
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE V PARTICIPANTS’ VESTED INTERESTS	 	 	7	 






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	5.01

	 	Vesting
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE VI DISTRIBUTION OF BENEFITS	 	 	7	 
	6.01

	 	Distribution of Benefits
	 	 	7	 
	6.02

	 	Unforeseeable Emergency Withdrawals
	 	 	9	 
	6.03

	 	Special Distribution Election on or before December 31, 2007
	 	 	10	 
	6.04

	 	Prohibition on Acceleration
	 	 	10	 
	6.05

	 	Distributions to Key Employees
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE VII DEATH	 	 	10	 
	7.01

	 	Death
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE COMMITTEE	 	 	11	 
	8.01

	 	Appointment of Administrative Committee
	 	 	11	 
	8.02

	 	Committee Operating Rules
	 	 	11	 
	8.03

	 	Allocation and Delegation of Responsibilities
	 	 	12	 
	8.04

	 	Duties and Responsibilities
	 	 	12	 
	8.05

	 	Expenses and Compensation
	 	 	13	 
	8.06

	 	Information from Employer
	 	 	13	 
	8.07

	 	Administrative Committee; Signature
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE IX PARTICIPANTS’ RIGHTS	 	 	13	 
	9.01

	 	Special Disclosures
	 	 	13	 
	9.02

	 	Filing a Claim for Benefits
	 	 	13	 
	9.03

	 	Denial of a Claim
	 	 	14	 
	9.04

	 	Limitation of Rights
	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE X AMENDMENT AND TERMINATION	 	 	14	 
	10.01

	 	Amendment
	 	 	14	 
	10.02

	 	Termination of the Plan
	 	 	15	 
	10.03

	 	Termination upon a Change in Control
	 	 	15	 
	10.04

	 	Termination upon Dissolution or Bankruptcy
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS	 	 	15	 
	11.01

	 	Execution of Receipts and Releases
	 	 	15	 
	11.02

	 	Notice and Unclaimed Benefits
	 	 	16	 
	11.03

	 	Non-Alienation of Benefits
	 	 	16	 
	11.04

	 	Loans to Participants
	 	 	16	 
	11.05

	 	Benefits Payable to Incompetents
	 	 	16	 
	11.06

	 	Applicable Law
	 	 	17	 
	11.07

	 	Headings as Guide
	 	 	17	 
	11.08

	 	Pronouns
	 	 	17	 
	11.09

	 	Reference to Laws
	 	 	17	 
	11.10

	 	Agent Designated for Service of Process
	 	 	17	 
	11.11

	 	Participant’s Rights Unsecured
	 	 	17	 






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ABM DEFERRED COMPENSATION PLAN




(Amended and Restated, Effective March 13, 2008)




ARTICLE I




DEFINITIONS



The following terms as used herein shall have the meaning hereinafter set forth unless the context
clearly indicates a different meaning is required. Whenever in these definitions a word or phrase
not previously defined is used, such word or phrase shall have the meaning thereafter given to it
in Article I unless otherwise specified.





	 	1.01	 	“401(k) Plan” means the ABM Industries Incorporated 401(k) Employee Savings Plan.
	 
	 	1.02	 	“Account” means the account established and maintained by the Administrative
Committee for each Participant.
	 
	 	1.03	 	“Administrative Committee” or “Committee” means those individuals
designated by the Board to administer the Plan, and any successors appointed in accordance
with Section 8.02.
	 
	 	1.04	 	“Beneficiary” means the Person last designated by a Participant on a form provided
by the Administrative Committee or by the terms of the Plan to receive any amounts payable
under the Plan following the death of the Participant. A Participant may change the
Beneficiary from time to time on a form provided by the Administrative Committee.
	 
	 	1.05	 	“Board” means the Board of Directors of the Company.


	 
	 	1.06	 	

“Change in Control” shall have the meaning given that term in Section 10.03.
	 
	 	1.07	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	 	1.08	 	“Company” means ABM Industries Incorporated.
	 
	 	1.09	 	“Compensation” means all cash amounts (including base salary, Performance-Based
Bonuses and other bonuses) paid by the Employer to the Employee while a Participant with
respect to services rendered during the Plan Year, including all Deferrals elected by the
Participant during the Plan Year, but excluding compensation derived from awards made under
any equity incentive, change in control, or severance plans or arrangements that the Company
adopts.
	 
	 	1.10	 	“Deferral” means an amount that a Participant has elected to defer under Article III.
	 
	 	1.11	 	“Disabled” or “Disability” means that an individual is determined to be
totally disabled by the Social Security Administration.





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	 	1.12	 	“Effective Date” means March 13, 2008.
	 
	 	1.13	 	“Eligible Employee” means any individual, including an officer of the Employer, who
is (a) employed (other than as a director) by the Employer, (b) not either an hourly manual
employee or in a unit of employees covered by a collective bargaining agreement, and (c)
determined to be a Highly Paid Participant as defined in Section 1.16 during the Plan Year.
	 
	 	1.14	 	“Employer” means the Company, its subsidiaries (within the meaning of sections
414(b) and (c) of the Code), and its successors or assigns.
	 
	 	1.15	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.
	 
	 	1.16	 	“Highly Paid Participant” effective January 1, 2008, means any Participant whose
base rate of pay is at least $25,000 per year more than the amount established by the
Internal Revenue Service under Section 414(q)(1)(B) of the Internal Revenue Code of 1986 as
amended.
	 
	 	1.17	 	“Identification Date” means each December 31.
	 
	 	1.18	 	“Key Employee” means a Participant who, on an Identification Date, is:






	 	(a)	 	An officer of the Employer having annual compensation greater than the
compensation limit in section 416(i)(1)(A)(i) of the Code, provided that no more than
50 officers of the Company shall be determined to be Key Employees as of any
Identification Date;
	 
	 	(b)	 	A 5% owner of the Employer; or
	 
	 	(c)	 	A 1% owner of the Employer having annual compensation from the Company of more
than $150,000.






If a Participant is identified as a Key Employee on an Identification Date, then such
Participant shall be considered a Key Employee for purposes of the Plan during the period
beginning on the first April 1 following the Identification Date and ending on the next
March 31.




	 	1.19	 	“Participant” means any Eligible Employee or former Employee who has satisfied the
eligibility requirements of Section 2.01 who is, or may become, eligible to receive a benefit
or whose Beneficiary may be eligible to receive a benefit under the Plan.
	 
	 	1.20	 	“Performance-Based Bonus” means the definition of performance-based compensation,
as defined in section 409A of the Code and the regulations promulgated thereunder.
	 
	 	1.21	 	“Performance Shares” means grants of Company stock which vest after a fixed time
period provided the Company achieves predetermined performance goals during the specific
performance period.




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	 	1.22	 	“Person” means any individual, partnership, joint venture, corporation, mutual
company, joint stock company, trust, estate, unincorporated organization, association, or
employee organization, and shall, where appropriate, include two or more of the above.
	 
	 	1.23	 	“Plan” means this ABM Deferred Compensation Plan, as amended and restated effective
March 13, 2008. The Plan is intended to be an unfunded plan for the benefit of a select
group of management or highly compensated employees, as such are defined in ERISA.
	 
	 	1.24	 	“Plan Year” means the 12-month period commencing January 1 and ending on the
following December 31.
	 
	 	1.25	 	“Restricted Stock Units” means grants of Company stock which vest after a fixed
time period. The person to whom the grant cannot sell the shares or realize compensation
value until the vesting requirement has been met, at which time restrictions are removed.
	 
	 	1.26	 	“Separation from Service” means termination of employment with the Company, other
than by reason of Disability or death, as defined under the regulations promulgated under
section 409A of the Code.
	 
	 	1.27	 	“Valuation Date” means March 31, June 30, September 30 and December 31 of each Plan
Year; provided, however, that after implementation of a supplemental 401(k) Plan, “Valuation
Date” shall mean any business day.





ARTICLE II




ELIGIBILITY FOR PARTICIPATION





	 	2.01	 	Eligibility Requirements






Subject to Section 2.02, each Eligible Employee of the Employer, other than employees of
subsidiaries designated by the Committee as ineligible subsidiaries, shall become eligible
to participate in the Plan on the later of (a) July 1, 1993, or (b) January 1 of the first
Plan Year on or after he or she becomes (or becomes again) an Eligible Employee.




	 	2.02	 	Change in Employment Status






A Participant’s participation in the Plan shall terminate in the next Plan Year following
the date on which he or she ceases to be an Eligible Employee as defined under the terms of
the Plan, except that the Participant shall retain the right to receive his or her Account
in accordance with the terms and conditions of the Plan. He or she shall again become
eligible to participate in the Plan as of the January 1 coincident with or immediately
following the date on which he or she regains the status of an Eligible Employee under the
Plan.



 3 









 






	 	2.03	 	Determination of Eligibility






The Administrative Committee shall determine whether each Eligible Employee has satisfied
the eligibility requirements for participation in the Plan. The Committee’s determination
shall be conclusive and binding upon all persons.



ARTICLE III




DEFERRALS





	 	3.01	 	Deferrals






	 	(a)	 	Deferral of Compensation. For each Plan Year, a Participant may
elect to defer receipt of a portion of his or her Compensation that he or she would
otherwise receive from the Employer. The amount of the Deferral must equal a whole
percentage not exceeding 20% of the amount of the Participant’s Compensation. The
elections described in this Article III shall specify the form and time of
distribution of benefits as described in Section 6.01. Unless otherwise provided, an
election must be made each year in order to participate in this Plan.
	 
	 	(b)	 	Deferral of Performance Shares and Restricted Stock Units. Each
Participant who receives a grant of Performance Shares or a grant of Restricted Stock
Units in a Plan Year may elect to defer all or any percentage of the Performance Shares
or Restricted Stock Units he or she may be entitled to receive (including dividend
equivalents credited to such shares) upon the achievement of any performance
requirements or lapse of the vesting period to which the grant is subject. This
election shall be made by giving notice in a manner and within the time prescribed by
the Administrator and in compliance with Section 409A of the Code.






	 	3.02	 	Deferral Election






	 	(a)	 	Elections to Defer Compensation. For each Plan Year, a Participant (or
any Eligible Employee who is expected to become eligible to participate in the Plan)
may make an election to defer his or her salary by filing an election form with the
Administrative Committee within a reasonable period of time, as specified by the
Committee, before the beginning of the Plan Year to which the Deferral election
applies. Except as provided in this Plan, a Deferral election shall be irrevocable on
the December 31 preceding the Plan Year, or at such earlier time as the Committee
prescribes, and may not be changed or revoked during the Plan Year that it is
effective; provided, however, that a Participant’s election shall terminate if such
Participant receives a distribution on account of an Unforeseeable Emergency or
hardship withdrawal from the 401(k) Plan and thereafter the
Participant must submit a new election during the next enrollment period to resume
participation in the Plan.





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	 	(b)	 	Elections to Defer Performance-Based Bonuses. The Company, in its
discretion, may permit a separate election to defer a Performance-Based Bonus, and such
election may be made and be irrevocable no later than six months prior to the end of
the applicable performance period; provided, however, that such election shall be made
prior to the date that the Performance-Based Bonus is readily ascertainable.
	 
	 	(c)	 	Elections to Defer Performance Shares and Restricted Stock Units. The
Company, in its discretion, may permit a separate election to defer distribution of
Performance Share awards and Restricted Stock Unit awards, and such election may be
made and be irrevocable no later than thirty days following the grant date of the
awards.
	 
	 	(d)	 	Deferral of Distribution of Performance Share Awards and Restricted Stock
Unit Awards Granted Prior to March 13, 2008

	 
	 	 	 	
Notwithstanding anything in this Plan to the contrary, for the purposes of
Performance Share awards and Restricted Stock Unit awards granted prior to March 13,
2008, a Participant may defer the time of distribution of any unvested portion of
such Performance Share awards and Restricted Stock Unit awards (including dividend
equivalents credited to such shares); provided that: (1) such deferral shall not
become effective for 12 months and (2) the date of payment is at least five years
subsequent to the originally scheduled payment date, and (3) the form is accepted by
the Committee, in its sole and absolute discretion. The election may be modified or
revoked until twelve months prior to the originally scheduled vesting date or such
earlier time that the Committee determines in its discretion, at which time such
change shall become irrevocable. The last valid form accepted by the Committee
shall govern the payout of a Participant’s deferred shares subject to Performance
Share awards and Restricted Stock Unit awards granted prior to March 13, 2008,
(including dividend equivalents credited to such shares), as applicable.





ARTICLE IV




ACCOUNTS, FUNDING AND VALUATION





	 	4.01	 	Establishment of Account






The Administrative Committee shall open and maintain a separate Account for each
Participant. Such Account shall be credited with all Deferrals for the Participant. As
soon as reasonably practicable after each Valuation Date, each Participant shall be notified
of the value of his or her Account.



 5 









 






	 	4.02	 	Valuation of Account Prior to the Implementation of a Supplemental Plan 






	 	(a)	 	Until the date designated by the Administrative Committee for implementation of
a supplemental 401(k) Plan, as described in Section 4.03, interest shall be credited to
each Participant’s Account as of each Valuation Date equal to the product of






	 	(1)	 	the amount credited to the Participant’s Account as of the last
preceding Valuation Date, less any distributions or withdrawals and plus
one-half of Deferrals, if any, since the last preceding Valuation Date,
multiplied by
	 
	 	(2)	 	the applicable interest rate.






	 	(b)	 	On each Valuation Date, each Participant’s Account will be credited with
interest. The amount of interest will be derived from the prime interest rate
published in The Wall Street Journal on the last business day coinciding with or next
preceding the Valuation Date. Any prime rate up to 6% will be considered in full, and
one-half of any prime rate over 6% will be considered; provided, however, that
effective April 1, 2007, the interest rate will not exceed 120% of the long-term
applicable federal rate (compounded quarterly), as published by the Internal Revenue
Service for the applicable Plan Year. The amount credited will be a proration of the
interest rate applied taking into consideration the period of time elapsed since the
last Valuation Date.






	 	4.03	 	Investment Elections After Implementation of a Supplemental 401(k) Plan 






	 	(a)	 	Effective upon the date selected for implementation of a supplemental 401(k)
Plan by the Administrative Committee, each Participant shall make an investment
election in the manner prescribed by the Administrative Committee, indicating the
Participant’s election to have the value of his or her Account determined by crediting
it with such earnings, gains and losses as would have accrued to the Participant’s
Account had such funds actually been invested in one or more of the investment funds
maintained in the 401(k) Plan. Such investment election may be changed from time to
time by the Participant with respect to both past and future deferrals by following the
procedures prescribed by the Committee.
	 
	 	(b)	 	If an investment fund is eliminated from the 401(k) Plan, the value of the
portion of the Participant’s Account that the Participant previously had elected be
determined with reference to such investment fund shall thereafter be determined in the
manner determined by the Committee in its sole discretion.




 6 









 











ARTICLE V




PARTICIPANTS’ VESTED INTERESTS





	 	5.01	 	Vesting






Each Participant shall always be 100% vested in the portion of his or her Account
attributable to Deferrals and interest or earnings credited pursuant to Section 4.
Notwithstanding anything to the contrary in this Article V, the vesting of shares subject to
a Restricted Stock Unit award or to a Performance Share award granted to a participant shall
always be subject to the vesting schedules and performance requirements set forth in the
equity award’s applicable plan or agreement.



ARTICLE VI




DISTRIBUTION OF BENEFITS





	 	6.01	 	Distribution of Benefits






Except as otherwise provided in Article VI of the Plan, a Participant’s Account may not be
distributed to a Participant or his or her Beneficiary before the dates chosen pursuant to
the election made by the Participant.




	 	(a)	 	Form of Distribution. A Participant will elect, in writing, on a form
prescribed by the Administrative Committee, which of the distribution options described
below will govern the payment of the Participant’s Account upon a Separation from
Service. The Participant’s Account will be distributed to him (subject to the timing
requirements outlined in paragraphs (b) — (e) below) on any of the following schedules:






	 	(1)	 	A single lump sum,
	 
	 	(2)	 	Four annual installments, or
	 
	 	(3)	 	Ten annual installments.






If the Participant made no election at the time specified in Section 3.02, his or her
benefit shall be paid as a single lump sum upon a Separation from Service. For purposes of
this Plan, installment payments shall be treated as a single distribution under section 409A
of the Code.




	 	(b)	 	Time of Distribution






	 	(1)	 	Separation from Service. If a Participant Separates
from Service, his or her Account shall be distributed in the form elected by
the Participant pursuant to paragraph (a) above. Subject to the timing
requirements of paragraphs (c), a Participant’s Account shall be distributed
on the seventh




 7 









 






	 	 	 	month following his or her Separation from Service. The amount in the
Participant’s Account shall be determined as of the Valuation Date that last
precedes the date of distribution, plus Deferrals and less any withdrawals
or distributions, if any, for the period from the last preceding Valuation
Date to the date of distribution.
	 	 	 	 
	 	 	 	Notwithstanding anything in this Article VI to the contrary, if a
Participant elects to defer the receipt of Performance Shares or Restricted
Stock Units granted prior to March 13, 2008, then such shares (including
dividend equivalents credited to such shares) shall be distributed in the
year in which the Participant elects; provided that such distribution shall
not occur at any time prior to the five-year anniversary of the originally
scheduled payment date of such shares; provided further that if the
Participant experiences a Separation from Service at any time prior to such
elected distribution date, the vested portion of any shares subject to such
Performance Share award or Restricted Stock Unit award granted prior to
March 13, 2008, shall be distributed on the seventh month following his or
her Separation from Service.
	 
	 	(2)	 	Disability. Effective January 1, 2007, if a
Participant becomes Disabled, his or her Account shall be distributed or begin
to be distributed, in the manner elected by the Participant pursuant to
paragraph (a) above, as soon as administratively feasible, but no later than 90
days, after the Participant becomes Disabled. The amount in the Participant’s
Account shall be determined as of the Valuation Date that last precedes the
date of distribution, plus Deferrals and less any withdrawals or distributions,
if any, for the period from the last preceding Valuation Date to the date of
distribution.






Notwithstanding the foregoing, upon a distribution of a Participant’s Account in
subparagraphs (1) and (2) above, and after January 1, 2007 but prior to the implementation
of a supplemental 401(k) Plan as described in Section 4.03, the Company shall credit to a
Participant’s Account interest on the amount that is the difference of the value of the
Participant’s Account as of the last Valuation Date preceding the scheduled distribution
date. Interest shall be calculated using the principles set forth in Section 4.02.




	 	(c)	 	Changes to Distribution Elections
	 
	 	 	 	A Participant may change his or her form of distribution of his or her Account upon
a Separation from Service by submitting a form, as the Committee prescribes;
provided that (1) any such change is not effective for 12 months and (2) the date of
payment is at least five years subsequent to the originally scheduled date of
payment, and (3) the form is accepted by the Committee, in its sole and absolute
discretion. The change may be modified or revoked until twelve months prior to the
time a Participant is originally scheduled to receive a payment, at which time such
change shall become irrevocable. The last valid




 8 









 






	 	 	 	form accepted by the Committee shall govern the payout of a Participant’s Account,
as applicable.
	 
	 	 	 	Distributions made pursuant to this paragraph (c) will be made as soon as
administratively practicable, but no later than 90 days, after the newly scheduled
date of distribution.






	 	(d)	 	No Cessation of Distribution for Rehired Participants
	 
	 	 	 	In addition, if a Participant Separates from Service and is later rehired by an
Employer, distributions shall not cease, but continue to be distributed as elected.






	 	6.02	 	Unforeseeable Emergency Withdrawals






	 	(a)	 	A Participant may withdraw up to 100% of the amount in his or her Deferral
Account in the event of an unforeseeable emergency to the extent provided in this
Section 6.02.
	 
	 	(b)	 	For purposes of this Section 6.02, unforeseeable emergency means a severe
financial hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent (as defined in section 152(a) of the Code)
of the Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant’s control.
	 
	 	(c)	 	The withdrawal under this Section 6.02 may not exceed the amount reasonably
necessary to satisfy the financial need (including the amount of any federal, state or
local income taxes or penalties reasonably anticipated to result from the withdrawal).
The withdrawal may not be made to the extent the need may be satisfied (1) through
reimbursement or compensation by insurance or otherwise, (2) by liquidation of the
Participant’s assets, to the extent the liquidation of the assets would not itself
cause severe financial hardship, or (3) by ceasing Deferrals under the Plan.
	 
	 	(d)	 	A Participant who wishes to withdraw any amount pursuant to this Section 6.02
must submit, on a form provided by the Administrative Committee, a written request by
the Participant that states:






	 	(1)	 	The unforeseeable emergency for which the withdrawal is
requested;
	 
	 	(2)	 	The amount needed to satisfy the financial need, which amount
may include any federal, state, or local income taxes or penalties reasonably
anticipated to result from the withdrawal;
	 
	 	(3)	 	A representation that the need cannot be satisfied in any of
the ways stated in the second sentence of paragraph (c);
	 
	 	(4)	 	The date the funds are required; and




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	 	(5)	 	Any other information the Administrative Committee deems
necessary.






	 	(e)	 	The Administrative Committee will determine if an unforeseeable emergency
withdrawal will be allowed by applying the standards set forth in paragraphs (b) and
(c).
	 
	 	(f)	 	A withdrawal from a Participant’s Account under this Section 6.02 shall be paid
in a lump sum.






	 	6.03	 	Special Distribution Election on or before December 31, 2007






Participants who are identified by the Administrative Committee, in its sole discretion, may
make a special distribution election to receive a distribution of their Accounts in calendar
year 2008 or later, provided that the distribution election is made at least twelve months
in advance of the newly elected distribution date (and the previously scheduled distribution
date, if any) and the election is made no later than December 31, 2007. An election made
pursuant to this Section 6.03 shall be subject to any special administrative rules imposed
by the Committee including rules intended to comply with section 409A of the Code. No
election under this Section 6.03 shall (a) change the payment date of any distribution
otherwise scheduled to be paid in 2007 or cause a payment to be paid in 2007, or (b) be
permitted after December 31, 2007.




	 	6.04	 	Prohibition on Acceleration






Notwithstanding any other provision of the Plan to the contrary, no distribution will be
made from the Plan that would constitute an impermissible acceleration of payment as defined
in section 409A(a)(3) of the Code and the regulations promulgated thereunder.




	 	6.05	 	Distributions to Key Employees






Notwithstanding any other provision of the Plan to the contrary, distributions to a Key
Employee may not be made before the date that is six months after the date of his or her
Separation from Service.



ARTICLE VII




DEATH





	 	7.01	 	Death






If a Participant dies before distribution of his or her Account has begun or been completed,
the remaining portion of the Participant’s Account shall be payable in a single lump sum to
the Participant’s Beneficiary no later than 90 days after the date of the Participant’s
death. The value of the Participant’s Account shall be determined in accordance with the
rules set forth in Section 4.



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ARTICLE VIII




THE ADMINISTRATIVE COMMITTEE





	 	8.01	 	Appointment of Administrative Committee






The Company shall designate the persons to serve as the Administrative Committee to manage
and administer this Plan in accordance with the provisions hereof, each member to serve for
such term as the Company may designate or until a successor member has been appointed or
until removed by the Company. Vacancies due to resignation, death, removal or other cause
shall be filled by the Company. In the event no successor is appointed, the remaining
member(s) or, if none, the Board will function as the Administrative Committee until
vacancies have been filled. Members shall serve without compensation for Committee service.
All reasonable expenses of the Committee shall be paid by the Company.




	 	8.02	 	Committee Operating Rules






The Committee shall act by agreement of a majority of its members, consistent with its
charter and the Company’s bylaws, either by vote at a meeting or in writing without a
meeting. The signature of one member of the Administrative Committee may be accepted by any
interested party as conclusive evidence that the Administrative Committee has duly
authorized the action therein set forth. No person receiving documents or written
instructions and acting in good faith and in reliance thereon shall be obliged to ascertain
the validity of such action under the terms of this Agreement. A member of the Committee,
who is also a Participant hereunder, shall not vote or act upon any matter relating solely
to him. In the event of a deadlock or other situation which prevents agreement of a
majority of the Committee members, the matter shall be decided by the Compensation Committee
of the Board.



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	 	8.03	 	Allocation and Delegation of Responsibilities






The Administrative Committee may engage agents to assist in carrying out the Administrative
Committee’s functions hereunder. The Committee shall administer the Plan and shall have full
discretionary authority to construe this Plan and to determine all questions of
interpretation or policy in a manner not inconsistent with the Plan and the Administrative
Committee’s construction or determination in good faith shall be final and conclusive and
binding on all parties including but not limited to the Employer and any Participant or
Beneficiary, except as otherwise provided by law. The Administrative Committee may correct
any defect, supply any omission, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose of the Plan,
provided, however, that any interpretation or construction shall be done in a
nondiscriminatory manner and shall be consistent with the intent that the Plan shall be for
the benefit of a select group of management or highly compensated employees. The
Administrative Committee shall have all powers necessary or appropriate to accomplish its
duties under this Plan.




	 	8.04	 	Duties and Responsibilities






The Administrative Committee shall be charged with the duties of the general administration
of the Plan, including but not limited to, the following:




	 	(a)	 	To determine all questions relating to the eligibility of employees to
participate in or remain a Participant hereunder;
	 
	 	(b)	 	To maintain all the necessary records for the administration of the Plan;
	 
	 	(c)	 	To interpret the provisions of the Plan and to make and publish such rules for
regulation of the Plan as are not inconsistent with the terms hereof;
	 
	 	(d)	 	To make any adjustments in the allocations to Accounts under the Plan necessary
to comply with any provision of law;
	 
	 	(e)	 	To compute and certify to the Employer initially and from time to time the sums
of money necessary to be contributed to the trust; and
	 
	 	(f)	 	To advise, counsel and assist any Participant regarding any rights, benefits or
elections available under the Plan.






The Administrative Committee shall also be responsible for preparing and filing such annual
disclosure reports as may be required by law.




Whenever it is determined by the Administrative Committee to be in the best interest of the
Plan and its Participants and Beneficiaries, the Administrative Committee may request such
variances, deferrals, extensions, or exemptions or make such elections for the Plan as may
be available under the law.



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	 	8.05	 	Expenses and Compensation






The expenses necessary to administer the Plan and the expenses incurred by the
Administrative Committee shall be paid by the Employer.




	 	8.06	 	Information from Employer






The Employer shall supply full and timely information to the Administrative Committee on all
matters relating to the Compensation of all Participants, their continuous regular
employment, their retirement, death, the fact of their Disability or Separation from
Service, and such other pertinent facts as the Administrative Committee may require.




	 	8.07	 	Administrative Committee; Signature






The Committee shall act by agreement of a majority of its members, either by vote at a
meeting or in writing without a meeting. The signature of one member of the Administrative
Committee may be accepted by any interested party as conclusive evidence that the
Administrative Committee has duly authorized the action therein set forth. No person
receiving documents or written instructions and acting in good faith and in reliance thereon
shall be obliged to ascertain the validity of such action under the terms of this Agreement.



ARTICLE IX




PARTICIPANTS’ RIGHTS





	 	9.01	 	Special Disclosures






The Company shall furnish at least every six months each Participant or Beneficiary with a
written statement, based on the latest available information, indicating his or her total
benefits accrued.




Upon a Separation from Service, a Participant in the Plan is entitled to a written
explanation of and accounting for his or her Account and of any applicable options regarding
the disposition of such Account.



     9.02 Filing a Claim for Benefits




A Participant or Beneficiary or the Employer acting in his or her behalf shall notify the
Administrative Committee of a claim for benefits under the Plan. Such request may be in any
form acceptable to the Administrative Committee and shall set forth the basis of such claim
and shall authorize the Administrative Committee to conduct such examinations as may be
necessary to determine the validity of the claim and to take such steps as may be necessary
to facilitate the payment of any benefits to which the Participant or Beneficiary may be
entitled under the terms of the Plan. The Administrative Committee shall review the claim
and may require additional information if necessary to process the claim. The
Administrative Committee shall issue its decision, in writing, no later than 90 days after



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the date the claim is received, unless circumstances require an extension of time. If such
an extension is required, written notice of the extension shall be furnished to the person
making the claim within the initial 90-day period, and the notice shall state the
circumstances requiring the extension and the date by which the Administrative Committee
expects to reach a decision on the claim. In no event shall the extension exceed a period
of 90 days from the end of the initial period.




	 	9.03	 	Denial of a Claim






Whenever a claim for benefits by any Participant or Beneficiary has been denied, in whole or
in part, a written notice of the denial will be provided to the Participant or Beneficiary
within the period specified in Section 9.02 above. The notice shall set forth, in a manner
calculated to be understood by the claimant, (i) the specific reason or reasons for the
denial; (ii) reference to the specific Plan provisions upon which the denial is based; (iii)
a description of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such information is necessary; and (iv) an
explanation of the Plan’s appeal procedures and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil action under
Section 502(a) of ERISA following an adverse benefit determination on review.




	 	9.04	 	Limitation of Rights






Participation hereunder shall not grant any Participant the right to be retained in the
service of the Employer or any rights or interest other than those specifically herein set
forth.



ARTICLE X




AMENDMENT AND TERMINATION





	 	10.01	 	Amendment






The Board may at any time and from time to time amend this Plan in whole or in part
(including retroactively). The Board shall promptly deliver to the Administrative Committee
a written copy of the document amending the Plan. The Board shall not have the right to
amend the Plan retroactively in such a manner as to deprive any Participant or Beneficiary
of any benefit to which he or she was entitled under the Plan by reason of Deferrals
credited prior to the amendment.




The Committee may amend the Plan to bring the Plan into compliance with applicable law
(including changes required in order to avoid penalty taxes applied to Participants under
Section 409A of the Code), to admit additional employees to the Plan in connection with the
acquisition of assets or additional business operations by the Employer, or to make such
other changes as the Committee deems desirable; provided that such changes do not materially
increase the cost of the Plan to the Employer or take the Plan out of compliance with
applicable law, and provided further that the Committee may not amend this Article X.



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	 	10.02	 	Termination of the Plan






	 	(a)	 	General. The Board may terminate the Plan at any time and in the
Board’s discretion the Accounts of Participants may be distributed within the period
beginning twelve months after the date the Plan was terminated and ending twenty-four
months after the date the Plan was terminated. If the Plan is terminated and Accounts
are distributed, the Company shall terminate all account balance non-qualified deferred
compensation plans with respect to all participants and shall not adopt a new account
balance non-qualified deferred compensation plan for at least three years after the
date the Plan was terminated.






	 	10.03	 	Termination upon a Change in Control






	 	(a)	 	“Change in Control” shall be deemed to have occurred upon a change in
the ownership or effective control of the Company or a change in the ownership of a
substantial portion of the assets of the Company as defined in the regulations
promulgated under section 409A of the Code.
	 
	 	(b)	 	Discretionary Distribution of Accounts
	 
	 	 	 	The Board, in its discretion may terminate the Plan 30 days prior to, or twelve
months following, a Change in Control and distribute the Accounts of the
Participants within the 12-month period following the termination of the Plan. If
the Plan is terminated and Accounts are distributed, the Company shall terminate all
substantially similar non-qualified deferred compensation plans sponsored by the
Company and all of the benefits of the terminated plans shall be distributed within
twelve months following the termination of the plans.






	 	10.04	 	Termination upon Dissolution or Bankruptcy






The Board, in its discretion, may terminate the Plan upon a corporate dissolution of the
Company that is taxed under section 331 of the Code or with the approval of a bankruptcy
court pursuant to 11 U.S.C. section 503(b)(1)(A), provided that the Participants’ Accounts
are distributed and included in the gross income of the Participants by the latest of (i)
the calendar year in which the Plan terminates or (ii) the first calendar year in which
payment of the Accounts is administratively practicable.



ARTICLE XI




MISCELLANEOUS





	 	11.01	 	Execution of Receipts and Releases






Any payment to any Participant or Beneficiary, in accordance with the provisions of this
Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against
the Plan, and the Administrative Committee may require such Participant or Beneficiary, as a



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condition precedent to such payment, to execute a receipt and release therefor in such form
as the Administrative Committee shall determine.




	 	11.02	 	Notice and Unclaimed Benefits






Each Participant and Beneficiary must file with the Employer from time to time in writing
his or her post office address and each change of post office address. Any communication,
statement, or notice addressed to a Participant or Beneficiary at his or her last post
office address filed with the Employer (or if no address was filed with the Employer, then
at his or her last post office address shown on his or her “Employer’s Records”) will be
binding on the Participant and his or her Beneficiary for all purposes of the Plan. Neither
the Employer, Administrative Committee, nor any insurance company providing annuity
contracts under the Plan shall be obliged to search for or ascertain the whereabouts of any
Participant or Beneficiary. For the purpose of this Section, “Employer Records” means the
payroll records maintained by an Employer. Such records shall be conclusive, unless shown
to the Employer’s satisfaction to be incorrect.




The Committee shall notify any Participant or Beneficiary when a distribution is required
under the Plan. The Committee may also request the Social Security Administration to notify
the Participant or Beneficiary in accordance with any procedures the Administration has
established for this purpose. In the event that the Participant or Beneficiary shall fail
to respond to any notice from the Committee, the amount in his or her Account shall be
forfeited.




	 	11.03	 	Non-Alienation of Benefits






Except in the case of a qualified domestic relations order, as defined in section 414(p) of
the Code:




	 	(a)	 	No Participant or Beneficiary, and no creditor of a Participant or Beneficiary
shall have any right to assign, pledge, sell, hypothecate, anticipate or in any way
create a lien upon his or her benefits under the Plan by operation of law or otherwise,
and any attempt to do so shall be void; nor shall any such benefits in any manner be
liable for or subject to the debts, contracts, liabilities, engagements or torts of the
person entitled to such benefits.
	 
	 	(b)	 	No interest in the Plan shall be subject to assignment or transfer or otherwise
be alienable, either by voluntary or involuntary act or by operation of law or equity,
or subject to attachment, execution, garnishment, sequestration, levy or other seizure
under any legal, equitable or other process, or be liable in any way for the debts or
defaults of Participants and Beneficiaries.






	 	11.04	 	Loans to Participants






A Participant may not receive a loan from the Plan of any portion of his or her Account.




	 	11.05	 	Benefits Payable to Incompetents




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Each individual receiving benefit payments under the Plan shall be conclusively presumed to
have been legally competent until the date upon which the Administrative Committee shall
have received written notice in the form and manner acceptable to it that such individual is
an incompetent for whom a guardian or other person legally vested with his or her care shall
have been appointed. From and after the date of receipt of such notice by the
Administrative Committee, all future benefit payments to which such individual is entitled
under the Plan shall be payable to his or her guardian or other person legally vested with
his or her care, until such time as the Administrative Committee shall be furnished with
evidence satisfactory to it that such individual is legally competent.




	 	11.06	 	Applicable Law






This Plan shall be governed and construed under Federal laws, the laws of the State of
California and, to the extent applicable, ERISA and regulations thereunder.




	 	11.07	 	Headings as Guide






The headings of this Plan are inserted for convenience of reference only and are not to be
considered in construction of the provisions hereof.




	 	11.08	 	Pronouns







When necessary to the meaning hereof, either the masculine or the neuter pronoun shall be
deemed to include the masculine, the feminine, and the neuter, and the singular shall be
deemed to include the plural.




	 	11.09	 	Reference to Laws






Any reference to any section or regulation under the Code or ERISA or to any other statute
or law shall be deemed to include any successor law of similar import.




	 	11.10	 	Agent Designated for Service of Process






The designated person upon whom service of process may be made in any action involving the
Plan shall be any current member of the Administrative Committee.




	 	11.11	 	Participant’s Rights Unsecured






The right of the Participant or his or her designated Beneficiary to receive a distribution
hereunder shall be an unsecured claim against the general assets of the Company, and neither
the Participant nor his or her designated Beneficiary shall have any rights in or against
any amount credited to his or her Account or any other specific assets of the Company. All
amounts credited to an Account shall constitute general assets of the Company and may be
disposed of by the Company at such time and for such purposes as it may deem appropriate.
An Account may not be encumbered or assigned by a Participant or any Beneficiary, as
provided in Section 11.03.



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Executed at this 13 day of March, 2008, to be effective as of March 13, 2008.



ABM INDUSTRIES INCORPORATED




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