EX-10.3




Exhibit 10.3


 





    2006
    EQUITY INCENTIVE PLAN

    As amended and restated January 13, 2009



 


		
	
    1.  
	
    PURPOSE.




 



    This 2006 Equity Incentive Plan is intended to provide incentive
    to Employees and Directors of ABM Industries Incorporated (the
    “Company”) and its eligible Affiliates, to encourage
    proprietary interest in the Company and to encourage Employees
    and Directors to remain in the service of the Company or its
    Affiliates.



 


		
	
    2.  
	
    DEFINITIONS.




 



    (a) “Administrator” means the Board
    or the Committee appointed to administer the Plan, or a delegate
    of the Board as provided in Section 4(c).



 



    (b) “Affiliate” means any entity,
    whether a corporation, partnership, joint venture or other
    organization that directly, or indirectly through one or more
    intermediaries, controls, is controlled by, or is under common
    control with the Company.



 



    (c) “After-Tax Amount” means any
    amount to be received by an Executive in connection with a
    Change in Control determined on an after-tax basis taking into
    account the excise tax imposed pursuant to Code
    Section 4999, or any successor provision thereto, any tax
    imposed by any comparable provision of state law, and any
    applicable federal, state and local income and employment taxes.



 



    (d) “Award” means any award of an
    Option, Stock Appreciation Rights, Restricted Stock, Restricted
    Stock Units, Performance Shares or an Other Share-Based Award
    under the Plan.



 



    (e) “Award Agreement” means the
    agreement between the Company and the recipient of an Award
    which contains the terms and conditions pertaining to the Award.



 



    (f) “Beneficiary” means a person
    designated as such by a Participant or a Beneficiary for
    purposes of the Plan or determined with reference to
    Section 20.



 



    (g) “Board” means the Board of
    Directors of the Company.



 



    (h) “Cause” means (i) theft or
    dishonesty, (ii) more than one instance of neglect or
    failure to perform employment duties, (iii) inability or
    unwillingness to perform employment duties for an Employer,
    (iv) insubordination, (v) abuse of alcohol or other
    drugs or substances affecting Participant’s performance of
    his or her employment duties, (vi) the breach of an
    employment agreement, including covenants not to compete, or any
    other agreement between Participant and an Employer,
    (vii) the breach of fiduciary duties to an Employer or any
    securities laws applicable to the Company, (viii) other
    misconduct, unethical or unlawful activity, (ix) being
    charged with a crime involving a fraud, embezzlement or theft in
    connection with Participant’s duties or in the course of
    Participant’s employment with an Employer, (x) a
    conviction of or plea of “guilty” or “no
    contest” to a felony under the laws of the United States or
    any state thereof, or (xi) a conviction of or plea of
    “guilty” or “no contest” to a misdemeanor
    involving a crime of moral turpitude under the laws of the
    United States or any state thereof.



 



    (i) “Change in Control” means,
    unless otherwise set forth in an award agreement, that any of
    the following events occurs:



 



    (i) any individual, entity or group (within the meaning of
    Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
    “Person”) (A) is or becomes the beneficial owner
    (within the meaning of Rule
    13d-3
    promulgated under the Exchange Act) of more than 35% of the
    combined voting power of the then-outstanding Voting Stock of
    the Company or succeeds in having nominees as directors elected
    in an “election contest” within the meaning of
    Rule 14a-12(c)
    under the Exchange Act and (B) within 18 months
    thereafter, individuals who were members of the Board of
    Directors of the Company




    

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    immediately prior to either such event cease to constitute a
    majority of the members of the Board of Directors of the Company;



 



    (ii) a majority of the Board ceases to be comprised of
    Incumbent Directors; or



 



    (iii) the consummation of a reorganization, merger,
    consolidation, plan of liquidation or dissolution,
    recapitalization or sale or other disposition of all or
    substantially all of the assets of the Company or the
    acquisition of the stock or assets of another Company, or other
    transaction (each, a “Business Transaction”), unless,
    in any such case, (A) no Person (other than the Company,
    any entity resulting from such Business Transaction or any
    employee benefit plan (or related trust) sponsored or maintained
    by the Company, any Subsidiary or such entity resulting from
    such Business Transaction) beneficially owns, directly or
    indirectly, 35% or more of the combined voting power of the then
    outstanding shares of Voting Stock of the entity resulting from
    such Business Transaction and (B) at least one-half of the
    members of the Board of Directors of the entity resulting from
    such Business Transaction were Incumbent Directors at the time
    of the execution of the initial agreement providing for such
    Business Transaction.



 



    (j) “Code” means the Internal
    Revenue Code of 1986, as amended.



 



    (k) “Committee” means the Officer
    Compensation and Stock Option Committee of the Board.



 



    (l) “Common Stock” means the
    $.01 par value common stock of the Company.



 



    (m) “Company” means ABM Industries
    Incorporated, a Delaware Company.



 



    (n) “Covered Employee” shall have
    the meaning assigned in Code Section 162(m), as amended,
    which generally includes the chief executive officer or any
    Employee whose total compensation for the taxable year is
    required to be reported to shareholders under the Exchange Act
    by reason of such Employee being among the four highest
    compensated officers for the taxable year (other than the chief
    executive officer).



 



    (o) “Director” means a director of
    the Company.



 



    (p) “Disability” or
    “Disabled” means, unless otherwise set
    forth in an award agreement, that the Participant is unable to
    engage in any substantial gainful activity by reason of any
    medically determinable physical or mental impairment which can
    be expected to result in death or can be expected to last for a
    continuous period of not less than 12 months.



 



    (q) “Employee” means an individual
    employed by the Company or an Affiliate (within the meaning of
    Code Section 3401 and the regulations thereunder).



 



    (r) “Employer” means the Company or
    an Affiliate, which is the employer of a Participant.



 



    (s) “Excess Parachute Payment”
    means a payment that creates an obligation for an Executive to
    pay excise taxes under Code Section 280G or any successor
    provision thereto.



 



    (t) “Exchange Act” means the
    Securities Exchange Act of 1934, as amended.



 



    (u) “Exercise Price” means the
    price per Share of Common Stock at which an Option or Stock
    Appreciation Right may be exercised.



 



    (v) “Fair Market Value” of a Share
    as of a specified date means the closing price at which Shares
    are traded on such date as reported in the New York Stock
    Exchange composite transactions published in the Wall Street
    Journal, or if no trading of Shares is reported for that day, on
    the next following day on which trading is reported; provided
    that for purposes of determining the exercise price of an
    Incentive Stock Option the Fair Market Value of a Share as of
    the date of grant means the average of the opening and closing
    price at which Shares are traded on such date as reported in the
    New York Stock Exchange composite transactions published in the
    Wall Street Journal, or if no trading of Shares is reported for
    that day, on the next preceding day on which trading was
    reported.



 



    (w) “Family Member” means any
    person identified as an “immediate family” member in
    Rule 16(a)-1(c)
    of the Exchange Act, as such Rule may be amended from time to
    time. Notwithstanding the foregoing, the Administrator may
    designate any other person(s) or entity(ies) as a “family
    member.”




    

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    (x) “Full Value Award” means an
    Award denominated in Shares that does not provide for full
    payment in cash or property by the Participant.



 



    (y) “Incentive Stock Option” means
    an Option described in Code Section 422(b).



 



    (z) “Incumbent Directors” means the
    individuals who, as of the date of adoption of this Plan, are
    Directors of the Company and any individual becoming a Director
    subsequent to the date hereof whose election, nomination for
    election by the Company’s shareholders, or appointment, was
    approved by a vote of at least two-thirds of the then Incumbent
    Directors (either by a specific vote or by approval of the proxy
    statement of the Company in which such person is named as a
    nominee for director, without objection to such nomination);
    provided, however, that an individual shall not be an Incumbent
    Director if such individual’s election or appointment to
    the Board occurs as a result of an actual or threatened election
    contest (as described in
    Rule 14a-12(c)
    of the Exchange Act) with respect to the election or removal of
    Directors or other actual or threatened solicitation of proxies
    or consents by or on behalf of a Person other than the Board.



 



    (aa) “Nonqualified Stock Option”
    means an Option not described in Code Section 422(b) or
    423(b).



 



    (bb) “Option” means a stock option
    granted pursuant to Section 7.



 



    (cc) “Other Share-Based Award”
    means an Award granted pursuant to Section 12.



 



    (dd) “Outside Director” means a
    Director who is not an Employee.



 



    (ee) “Participant” means an
    Employee or Director who has received an Award.



 



    (ff) “Performance Shares” means an
    Award denominated in Shares granted pursuant to Section 11
    that may be earned in whole or in part based upon attainment of
    performance objectives established by the Administrator pursuant
    to Section 14.



 



    (gg) “Plan” means this 2006 Stock
    Incentive Plan.



 



    (hh) “Prior Plans” means the
    Company’s 2002 Price-Vested Stock Option Plan, the 1996
    Price-Vested Stock Option Plan and the Time-Vested Stock Option
    Plan.



 



    (ii) “Purchase Price” means the
    Exercise Price times the number of whole Shares with respect to
    which an Option is exercised.



 



    (jj) “Restricted Stock” means
    Shares granted pursuant to Section 9.



 



    (kk) “Restricted Stock Unit” means
    an Award denominated in Shares granted pursuant to
    Section 10 in which the Participant has the right to
    receive a specified number of Shares over a specified period of
    time.



 



    (ll) “Retirement” means the
    voluntary termination of Employment by an Employee at
    (i) age 60 or (ii) age 55 or older at a time
    when age plus years of service equals or exceeds 65.



 



    (mm) “Share” means one share of
    Common Stock, adjusted in accordance with Section 18 (if
    applicable).



 



    (nn) “Share Equivalent” means a
    bookkeeping entry representing a right to the equivalent of one
    Share.



 



    (oo) “Stock Right” means a right to
    receive an amount equal to the value of a specified number of
    Shares which will be payable in Shares or cash as established by
    the Administrator.



 



    (pp) “Subsidiary” means any company
    in an unbroken chain of companies beginning with the Company if
    each of the companies other than the last company in the
    unbroken chain owns stock possessing 50% or more of the total
    combined voting power of all classes of stock in one of the
    other Companies in such chain.



 


		
	
    3.  
	
    EFFECTIVE
    DATE.




 



    This Plan was adopted by the Board on January 10, 2006, to
    be effective on the date the Plan is approved by the
    Company’s shareholders.




    

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    4.  
	
    ADMINISTRATION.




 



    (a) Administration with respect to Outside
    Directors.  With respect to Awards to Outside
    Directors, the Plan shall be administered by the Board or the
    Governance Committee of the Board. Notwithstanding the
    foregoing, all Awards made to members of the Governance
    Committee of the Board shall be approved by the Board.



 



    (b) Administration with respect to
    Employees.  With respect to Awards to
    Employees, the Plan shall be administered by the Board or the
    Committee.



 



    (i) If any member of the Committee does not qualify as an
    “outside director” for purposes of Code
    Section 162(m), Awards under the Plan for the Covered
    Employees shall be administered by a subcommittee consisting of
    each Committee member who qualifies as an “outside
    director.” If fewer than two Committee members qualify as
    “outside directors,” the Board shall appoint one or
    more other Board members to such subcommittee who do qualify as
    “outside directors,” so that the subcommittee will at
    all times consist of two or more members all of whom qualify as
    “outside directors” for purposes of Code
    Section 162(m).



 



    (ii) If any member of the Committee does not qualify as a
    “non-employee director” for purposes of
    Rule 16b-3
    promulgated under the Exchange Act, then Awards under the Plan
    for the executive officers of the Company and Directors shall be
    administered by a subcommittee consisting of each Committee
    member who qualifies as a “non-employee director.” If
    fewer than two Committee members qualify as “non-employee
    directors,” then the Board shall appoint one or more other
    Board members to such subcommittee who do qualify as
    “non-employee directors,” so that the subcommittee
    will at all times consist of two or more members all of whom
    qualify as “non-employee directors” for purposes of
    Rule 16b-3
    promulgated under the Exchange Act.



 



    (c) Delegation of Authority to an Officer of the
    Company.  The Board may delegate to an officer
    or officers of the Company the authority to administer the Plan
    with respect to Awards made to Employees who are not subject to
    Section 16 of the Exchange Act.



 



    (d) Powers of the
    Administrator.  The Administrator shall from
    time to time at its discretion make determinations with respect
    to Employees and Directors who shall be granted Awards, the
    number of Shares or Share Equivalents to be subject to each
    Award, the vesting of Awards, the designation of Options as
    Incentive Stock Options or Nonqualified Stock Options and other
    conditions of Awards to Employees and Directors.



 



    The interpretation and construction by the Administrator of any
    provisions of the Plan or of any Award shall be final. No member
    of a Committee shall be liable for any action or determination
    made in good faith with respect to the Plan or any Award.



 



    (e) Claims
    Administration.  Notwithstanding the
    foregoing, within 30 days after a Change in Control, the
    Committee shall appoint an independent committee consisting of
    at least three current (as of the effective date of such event)
    or former officers and Directors of the Company, which shall
    thereafter administer all claims for benefits under the Plan.
    Upon such appointment the Administrator shall cease to have any
    responsibility for claims administration under the Plan but
    shall continue to administer the Plan.



 


		
	
    5.  
	
    ELIGIBILITY.




 



    Subject to the terms and conditions set forth below, Awards may
    be granted to Employees and Directors. Notwithstanding the
    foregoing, only employees of the Company and its Subsidiaries
    may be granted Incentive Stock Options.



 



    (a) Ten
    Percent Shareholders.  An Employee who
    owns more than 10% of the total combined voting power of all
    classes of outstanding stock of the Company, its parent or any
    of its Subsidiaries is not eligible to receive an Incentive
    Stock Option pursuant to this Plan. For purposes of this
    Section 5(a) the stock ownership of an Employee shall be
    determined pursuant to Code Section 424(d).



 



    (b) Number of Awards.  A
    Participant may receive more than one Award, including Awards of
    the same type, but only on the terms and subject to the
    restrictions set forth in the Plan. Subject to adjustment as




    

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    provided in Section 18, the maximum aggregate number of
    Shares or Share Equivalents that may be subject to Awards to a
    Participant in any calendar year is 1,000,000 Shares.
    Notwithstanding the foregoing, for any one Share granted
    pursuant to a Full Value Award, 2.12 fewer Shares may be made
    subject to Awards to that Participant in that calendar year.



 


		
	
    6.  
	
    STOCK.




 



    The stock subject to Awards granted under the Plan shall be
    Shares of the Company’s authorized but unissued or
    reacquired Common Stock. The aggregate number of Shares subject
    to Awards issued under this Plan shall not exceed
    7,879,265 Shares. Notwithstanding the foregoing, for any
    one Share issued in connection with a Full Value Award, 2.12
    fewer Shares will be available for issuance in connection with
    future Awards. If any outstanding Option under the Plan or any
    outstanding stock option grant under the Prior Plans for any
    reason expires or is terminated or any Restricted Stock or Other
    Share-Based Award is forfeited and under the terms of the
    expired or terminated Award the Participant received no benefits
    of ownership during the period the Award was outstanding, then
    the Shares allocable to the unexercised portion of such Option
    or the forfeited Restricted Stock or Other Share-Based Award may
    again be subjected to Awards under the Plan. The following
    Shares may not again be made available for issuance under the
    Plan: Shares not issued or delivered as a result of the net
    exercise of a Stock Appreciation Right or Option and Shares used
    to pay the withholding taxes related to an Award.



 



    The limitations established by this Section 6 shall be
    subject to adjustment as provided in Section 18.



 


		
	
    7.  
	
    TERMS
    AND CONDITIONS OF
    OPTIONS.




 



    Options granted to Employees and Directors pursuant to the Plan
    shall be evidenced by written Option Agreements in such form as
    the Administrator shall determine, subject to the following
    terms and conditions:



 



    (a) Number of Shares.  Each Option
    shall state the number of Shares to which it pertains, which
    shall be subject to adjustment in accordance with
    Section 18.



 



    (b) Exercise Price.  Each Option
    shall state the Exercise Price, determined by the Administrator,
    which shall not be less than the Fair Market Value of a Share on
    the date of grant, except as provided in Section 18.



 



    (c) Medium and Time of
    Payment.  The Purchase Price shall be payable
    in full in United States dollars upon the exercise of the
    Option; provided that with the consent of the Administrator and
    in accordance with its rules and regulations, the Purchase Price
    may be paid by the surrender of Shares in good form for
    transfer, owned by the person exercising the Option and having a
    Fair Market Value on the date of exercise equal to the Purchase
    Price, or in any combination of cash and Shares, or in such
    acceptable form of payment as approved by the Administrator, so
    long as the total of the cash and the Fair Market Value of the
    Shares surrendered equals the Purchase Price. No Shares shall be
    issued until full payment has been made.



 



    (d) Term and Exercise of Options; Nontransferability
    of Options.  Each Option shall state the date
    after which it shall cease to be exercisable. No Option shall be
    exercisable after the expiration of seven years from the date it
    is granted or such lesser period established by the
    Administrator. An Option shall, during a Participant’s
    lifetime, be exercisable only by the Participant. No Option or
    any right granted thereunder shall be transferable by the
    Participant by operation of law or otherwise, other than by will
    or the laws of descent and distribution. Notwithstanding the
    foregoing, (i) a Participant may designate a Beneficiary to
    succeed, after the Participant’s death, to all of the
    Participant’s Options outstanding on the date of death;
    (ii) a Nonstatutory Stock Option or any right granted
    thereunder may be transferable pursuant to a qualified domestic
    relations order as defined in the Code or Title I of the
    Employee Retirement Income Security Act; and (iii) any
    Participant may voluntarily transfer any Nonstatutory Stock
    Option to a Family Member as a gift or through a transfer to an
    entity domiciled in the United States in which more than 50% of
    the voting or beneficial interests are owned by Family Members
    (or the Participant) in exchange for an interest in that entity.
    In the event of any attempt by a Participant to




    

    5








 






    alienate, assign, pledge, hypothecate or otherwise dispose of an
    Option or of any right thereunder, except as provided herein, or
    in the event of the levy of any attachment, execution or similar
    process upon the rights or interest hereby conferred, the
    Company at its election may terminate the affected Option by
    notice to the Participant and the Option shall thereupon become
    null and void.



 



    (e) Termination of Employment.  In
    the event that a Participant who is an Employee ceases to be
    employed by the Company or any of its Affiliates for any reason,
    such Participant (or in the case of death, such
    Participant’s designated Beneficiary) shall have the right
    (subject to the limitation that no option may be exercised after
    its stated expiration date) to exercise the Option either:



 



    (i) within four months after such termination of
    employment; or



 



    (ii) in the case of Retirement or death, within one year
    after the date thereof; or



 



    (iii) in the case of Disability, within one year from the
    date the Committee or its delegate determines that the
    Participant is Disabled; or



 



    (iv) on such other terms established by the Committee in
    the Agreement or otherwise prior to termination to the extent
    that, at the date of termination of employment, the Option had
    vested pursuant to the terms of the Option Agreement with
    respect to which such Option was granted and had not previously
    been exercised. However, in addition to the rights and
    obligations established in Section 16 below, if the
    employment of a Participant is terminated by the Company or an
    Affiliate by reason of Cause, such Option shall cease to be
    exercisable at the time of the Participant’s termination of
    employment. The Administrator (or its delegate) shall determine
    whether a Participant’s employment is terminated by reason
    of Cause. In making such determination the Administrator (or its
    delegate) shall act fairly and shall give the Participant an
    opportunity to be heard and present evidence on his or her
    behalf. If a Participant’s employment terminates for
    reasons other than Cause, but Cause is discovered after the
    termination and is determined to have occurred by the
    Administrator (or its delegate), all outstanding Options shall
    cease to be exercisable upon such determination.



 



    For purposes of this Section, the employment relationship will
    be treated as continuing while the Participant is on military
    leave, sick leave (including short-term disability) or other
    bona fide leave of absence (to be determined in the sole
    discretion of the Administrator, in accordance with rules and
    regulations construing Code Sections 422(a)(2) and 409A).
    Notwithstanding the foregoing, in the case of an Incentive Stock
    Option, employment shall not be deemed to continue beyond three
    months after the Participant ceased active employment, unless
    the Participant’s reemployment rights are guaranteed by
    statute or by contract. In the event that an Incentive Stock
    Option is exercised after the period following termination of
    employment that is required for qualification under Code
    Section 422(b), such option shall be treated as a
    Nonqualified Stock Option for all Plan purposes.



 



    In the event an Outside Director terminates service as a
    Director, the former Director (or his or her designated
    Beneficiary in the event of the Outside Director’s death)
    shall have the right (subject to the limitation that no option
    may be exercised after its stated expiration date) to exercise
    the Option (to the extent vested pursuant to the terms of the
    Option Agreement and not previously exercised) within one year
    after such termination or on such other terms established by the
    Board in the Agreement or otherwise prior to termination of
    service.



 



    (f) Rights as a Shareholder.  A
    Participant or a transferee of a Participant shall have no
    rights as a shareholder with respect to any Shares covered by
    his or her Option until the date of issuance of a stock
    certificate for such Shares. No adjustment shall be made for
    dividends, distributions or other rights for which the record
    date is prior to the date such stock certificate is issued,
    except as provided in Section 18.



 



    (g) Modification, Extension and Renewal of
    Options.  Subject to the terms and conditions
    and within the limitations of the Plan, including the
    limitations of Section 22, the Administrator may modify,
    extend or renew outstanding Options granted to Employees and
    Directors under the Plan. Notwithstanding




    

    6








 






    the foregoing, however, no modification of an Option shall,
    without the consent of the Participant, alter or impair any
    rights or obligations under any Option previously granted under
    the Plan or cause any Option to fail to be exempt from the
    requirements of Code Section 409A.



 



    (h) Limitation of Incentive Stock Option
    Awards.  If and to the extent that the
    aggregate Fair Market Value (determined as of the date the
    Option is granted) of the Shares with respect to which any
    Incentive Stock Options are exercisable for the first time by a
    Participant during any calendar year under this Plan and all
    other plans maintained by the Company, its parent or its
    Subsidiaries exceeds $100,000, the excess (taking into account
    the order in which they were granted) shall be treated as
    Nonqualified Stock Options.



 



    (i) No Reload Options.  Options
    that provide for the automatic grant of another option upon
    exercise of the original option may not be granted under the
    Plan.



 



    (j) Other Provisions.  The Option
    Agreement shall contain such other provisions that are
    consistent with the terms of the Plan, including, without
    limitation, restrictions upon the exercise of the Option, as the
    Administrator shall deem advisable.



 


		
	
    8.  
	
    STOCK
    APPRECIATION
    RIGHTS.




 



    Stock Appreciation Rights granted to Participants pursuant to
    the Plan may be granted alone, in addition to, or in conjunction
    with, Options.



 



    (a) Number of Shares.  Each Stock
    Appreciation Right shall state the number of Shares or Share
    Equivalents to which it pertains, which shall be subject to
    adjustment in accordance with Section 18.



 



    (b) Calculation of Appreciation; Exercise
    Price.  The appreciation distribution payable
    on the exercise of a Stock Appreciation Right will be equal to
    the excess of (i) the aggregate Fair Market Value (on the
    day before the date of exercise of the Stock Appreciation Right)
    of a number of Shares equal to the number of Shares or Share
    Equivalents in which the Participant is vested under such Stock
    Appreciation Right on such date, over (ii) the Exercise
    Price determined by the Administrator on the date of grant of
    the Stock Appreciation Right, which shall not be less than 100%
    of the Fair Market Value of a Share on the date of grant.



 



    (c) Term and Exercise of Stock Appreciation
    Rights.  Each Stock Appreciation Right shall
    state the time or times when it may become exercisable. No Stock
    Appreciation Right shall be exercisable after the expiration of
    seven years from the date it is granted or such lesser period
    established by the Administrator.



 



    (d) Payment.  The appreciation
    distribution in respect of a Stock Appreciation Right may be
    paid in Common Stock or in cash, or any combination of the two,
    or in any other form of consideration as determined by the
    Administrator and contained in the Stock Appreciation Right
    Agreement.



 



    (e) Limitations on
    Transferability.  A Stock Appreciation Right
    shall, during a Participant’s lifetime, be exercisable only
    by the Participant. No Stock Appreciation Right or any right
    granted thereunder shall be transferable by the Participant by
    operation of law or otherwise, other than by will or the laws of
    descent and distribution. Notwithstanding the foregoing, a
    Participant may designate a beneficiary to succeed, after the
    Participant’s death, to all of the Participant’s Stock
    Appreciation Rights outstanding on the date of Termination of
    Employment. Each Stock Appreciation Right Agreement shall set
    forth the extent to which the Participant shall have the right
    to exercise the Stock Appreciation Right following termination
    of the Participant’s employment or service with the Company
    and its Affiliates. Such provisions shall be determined in the
    sole discretion of the Administrator, need not be uniform among
    all Stock Appreciation Right Agreements entered into pursuant to
    the Plan, and may reflect distinctions based on the reasons for
    termination of employment.



 



    (f) Termination of
    Employment.  Each Stock Appreciation Right
    Agreement shall set forth the extent to which the Participant
    shall have the right to exercise the Stock Appreciation Right
    following termination of the Participant’s employment of
    service with the Company and its Affiliates. Such provisions
    shall be determined in the sole discretion of the Administrator,
    need not be uniform among all Sock Appreciation




    

    7








 






    Rights Agreements entered into pursuant to the Plan, and may
    reflect distinctions based on the reasons for termination of
    employment.



 



    (g) Rights as a Shareholder.  A
    Participant or a transferee of a Participant shall have no
    rights as a shareholder with respect to any Shares covered by
    his or her Stock Appreciation Right until the date of issuance
    of such Shares. Except as provided in Section 18, no
    adjustment shall be made for dividends, distributions or other
    rights for which the record date is prior to the date such
    Shares are issued.



 



    (h) Other Terms and
    Conditions.  The Stock Appreciation Right
    Agreement may contain such other terms and conditions, including
    restrictions or conditions on the vesting of the Stock
    Appreciation Right or the conditions under which the Stock
    Appreciation Right may be forfeited, as may be determined by the
    Administrator that are consistent with the Plan.



 


		
	
    9.  
	
    RESTRICTED
    STOCK.




 



    (a) Grants.  Subject to the
    provisions of the Plan, the Administrator shall have sole and
    complete authority to determine the Employees and Directors to
    whom, and the time or times at which, grants of Restricted Stock
    will be made, the number of shares of Restricted Stock to be
    awarded, the price (if any) to be paid by the recipient of
    Restricted Stock, the time or times within which such Awards may
    be subject to forfeiture, and all other terms and conditions of
    the Awards. The Administrator may condition the grant of
    Restricted Stock upon the attainment of specified performance
    objectives established by the Administrator pursuant to
    Section 14 or such other factors as the Administrator may
    determine, in its sole discretion.



 



    The terms of each Restricted Stock Award shall be set forth in a
    Restricted Stock Agreement between the Company and the
    Participant, which Agreement shall contain such provisions as
    the Administrator determines to be necessary or appropriate to
    carry out the intent of the Plan. Each Participant receiving a
    Restricted Stock Award shall be issued a stock certificate in
    respect of such shares of Restricted Stock. Such certificate
    shall be registered in the name of such Participant, and shall
    bear an appropriate legend referring to the terms, conditions
    and restrictions applicable to such Award. The Administrator
    shall require that stock certificates evidencing such shares be
    held by the Company until the restrictions lapse and that, as a
    condition of any Restricted Stock Award, the Participant shall
    deliver to the Company a stock power relating to the stock
    covered by such Award. Notwithstanding any other provision of
    the Plan to the contrary, except with respect to a maximum of 5%
    of the shares authorized for issuance under Section 6, any
    Awards of Restricted Stock which vest on the basis of the
    Participant’s length of service with the Company or its
    subsidiaries shall not provide for vesting that is any more
    rapid than annual pro rata vesting over a three-year period and
    any Awards of Restricted Stock which provide for vesting upon
    the attainment of performance goals shall provide for a
    performance period of at least 12 months.



 



    (b) Restrictions and
    Conditions.  The shares of Restricted Stock
    awarded pursuant to this Section 9 shall be subject to the
    following restrictions and conditions:



 



    (i) During a period set by the Administrator commencing
    with the date of such Award (the “Restriction
    Period”), the Participant shall not be permitted to sell,
    transfer, pledge, assign or encumber shares of Restricted Stock
    awarded under the Plan. Within these limits, the Administrator,
    in its sole discretion, may provide for the lapse of such
    restrictions in installments and may accelerate or waive such
    restrictions in whole or in part, based on service, performance
    or such other factors or criteria as the Administrator may
    determine in its sole discretion.



 



    (ii) Except as provided in this paragraph (ii) and
    paragraph (i) above, the Participant shall have, with
    respect to the shares of Restricted Stock, all of the rights of
    a shareholder of the Company, including the right to vote the
    shares and the right to receive any cash dividends. The
    Administrator, in its sole discretion, as determined at the time
    of Award, may provide that the payment of cash dividends shall
    or may be deferred and, if the Administrator so determines,
    invested in additional shares of Restricted Stock to the extent
    available under Section 6, or otherwise invested. Stock
    dividends issued with respect to Restricted Stock shall be
    treated as additional shares of Restricted Stock that are
    subject to the same restrictions and other terms and conditions
    that apply to the shares with respect to which such dividends
    are issued.




    

    8








 






    (iii) The Administrator shall specify the conditions under
    which shares of Restricted Stock shall vest or be forfeited and
    such conditions shall be set forth in the Restricted Stock
    Agreement.



 



    (iv) If and when the Restriction Period applicable to
    shares of Restricted Stock expires without a prior forfeiture of
    the Restricted Stock, certificates for an appropriate number of
    unrestricted shares shall be delivered promptly to the
    Participant, and the certificates for the shares of Restricted
    Stock shall be cancelled.



 


		
	
    10.  
	
    RESTRICTED
    STOCK
    UNITS.




 



    (a) Grants.  Subject to the
    provisions of the Plan, the Administrator shall have sole and
    complete authority to determine the Employees and Directors to
    whom, and the time or times at which, grants of Restricted Stock
    Units will be made, the number of Restricted Stock Units to be
    awarded, the price (if any) to be paid by the recipient of the
    Restricted Stock Units, the time or times within which such
    Restricted Stock Units may be subject to forfeiture, and all
    other terms and conditions of the Restricted Stock Unit Awards.
    The Administrator may condition the grant of Restricted Stock
    Unit Awards upon the attainment of specified performance
    objectives established by the Administrator pursuant to
    Section 14 or such other factors as the Administrator may
    determine, in its sole discretion.



 



    The terms of each Restricted Stock Unit Award shall be set forth
    in a Restricted Stock Unit Award Agreement between the Company
    and the Participant, which Agreement shall contain such
    provisions as the Administrator determines to be necessary or
    appropriate to carry out the intent of the Plan. With respect to
    a Restricted Stock Unit Award, no certificate for shares of
    stock shall be issued at the time the grant is made (nor shall
    any book entry be made in the records of the Company) and the
    Participant shall have no right to or interest in shares of
    stock of the Company as a result of the grant of Restricted
    Stock Units.



 



    (b) Restrictions and
    Conditions.  The Restricted Stock Units
    awarded pursuant to this Section 10 shall be subject to the
    following restrictions and conditions:



 



    (i) At the time of grant of a Restricted Stock Unit Award,
    the Administrator may impose such restrictions or conditions on
    the vesting of the Restricted Stock Units, as the Administrator
    deems appropriate. Within these limits, the Administrator, in
    its sole discretion, may provide for the lapse of such
    restrictions in installments and may accelerate or waive such
    restrictions in whole or in part, based on service, performance,
    a Change in Control or such other factors or criteria as the
    Administrator may determine in its sole discretion. The
    foregoing notwithstanding, no action pursuant to the preceding
    sentence may alter the time of payment of the Restricted Stock
    Unit Award, if such alteration would cause the Award to be
    subject to penalty under Code Section 409A.



 



    (ii) Dividend equivalents may be credited in respect of
    Restricted Stock Units, as the Administrator deems appropriate.
    Such dividend equivalents may be paid in cash or converted into
    additional Restricted Stock Units by dividing (1) the
    aggregate amount or value of the dividends paid with respect to
    that number of Shares equal to the number of Restricted Stock
    Units then credited by (2) the Fair Market Value per Share
    on the payment date for such dividend. The additional Restricted
    Stock Units credited by reason of such dividend equivalents will
    be subject to all of the terms and conditions of the underlying
    Restricted Stock Unit Award to which they relate.



 



    (iii) The Administrator shall specify the conditions under
    which Restricted Stock Units shall vest or be forfeited and such
    conditions shall be set forth in the Restricted Stock Unit
    Agreement.



 



    (c) Deferral Election.  Each
    recipient of a Restricted Stock Unit Award may be eligible,
    subject to Administrator approval, to elect to defer all or a
    percentage of any Shares he or she may be entitled to receive
    upon the lapse of any restrictions or vesting period to which
    the Award 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 the requirements of Code
    Section 409A. Each Participant must indicate the percentage
    (expressed in whole percentages) he or she elects to defer of
    any Shares he or she may be entitled to receive. If no notice is
    given, the Participant shall be deemed to have made no deferral
    election. Each deferral election filed with the Administrator
    shall become irrevocable on and after the prescribed deadline.




    

    9








 





		
	
    11.  
	
    PERFORMANCE
    SHARES.




 



    (a) Grants.  Subject to the
    provisions of the Plan, the Administrator shall have sole and
    complete authority to determine the Employees and Directors to
    whom, and the time or times at which, grants of Performance
    Shares will be made, the number of Performance Shares to be
    awarded, the price (if any) to be paid by the recipient of the
    Performance Shares, the time or times within which such
    Performance Shares may be subject to forfeiture, and all other
    terms and conditions of the Performance Share Awards. The
    Administrator may condition the grant of Performance Share
    Awards upon the attainment of specified performance objectives
    established by the Administrator pursuant to Section 14 or
    such other factors as the Administrator may determine, in its
    sole discretion.



 



    The terms of each Performance Share Award shall be set forth in
    a Performance Share Award Agreement between the Company and the
    Participant, which Agreement shall contain such provisions as
    the Administrator determines to be necessary or appropriate to
    carry out the intent of the Plan. With respect to a Performance
    Share Award, no certificate for shares of stock shall be issued
    at the time the grant is made (nor shall any book entry be made
    in the records of the Company) and the Participant shall have no
    right to or interest in shares of stock of the Company as a
    result of the grant of Performance Shares.



 



    (b) Restrictions and
    Conditions.  The Performance Shares awarded
    pursuant to this Section 11 shall be subject to the
    following restrictions and conditions:



 



    (i) At the time of grant of a Performance Share Award, the
    Administrator may set performance objectives in its discretion
    which, depending on the extent to which they are met, will
    determined the number of Performance Shares that will be paid
    out to the Participant. The time period during which the
    performance objectives must be met will be called the
    “Performance Period.” After the applicable Performance
    Period has ended, the recipient of the Performance Shares will
    be entitled to receive the number of Performance Shares earned
    by the Participant over the Performance Period, to be determined
    as a function of the extent to which the corresponding
    performance objectives have been achieved. After the grant of a
    Performance Share Award, the Administrator, in its sole
    discretion, may reduce or waive any performance objective for
    such Performance Share Award; provided, however, that no
    performance objective may be waved or reduced for a Covered
    Employee and provided further that no such action may alter the
    time of payment of the Performance Share Award, if such
    alteration would cause the award to be subject to penalty under
    Code Section 409A.



 



    (ii) Dividend equivalents will not be credited in respect
    of any unearned Performance Share Award during the applicable
    Performance Period.



 


		
	
    12.  
	
    OTHER
    SHARE-BASED
    AWARDS.




 



    (a) Grants.  Other Awards of Shares
    and other Awards that are valued in whole or in part by
    reference to, or are otherwise based on, Shares (“Other
    Share-Based Awards”), may be granted either alone or in
    addition to or in conjunction with other Awards under this Plan.
    Awards under this Section 12 may include (without
    limitation) Stock Rights, the grant of Shares conditioned upon
    some specified event, the payment of cash based upon the
    performance of the Shares or the grant of securities convertible
    into Shares.



 



    Subject to the provisions of the Plan, the Administrator shall
    have sole and complete authority to determine the Employees and
    Directors to whom and the time or times at which Other
    Share-Based Awards shall be made, the number of Shares or other
    securities, if any, to be granted pursuant to Other Share-Based
    Awards, and all other conditions of the Other Share-Based
    Awards. The Administrator may condition the grant of an Other
    Share-Based Award upon the attainment of specified performance
    goals or such other factors as the Administrator shall
    determine, in its sole discretion. In granting an Other
    Share-Based Award, the Administrator may determine that the
    recipient of an Other Share-Based Award shall be entitled to
    receive, currently or on a deferred basis, interest or dividends
    or dividend equivalents with respect to the Shares or other
    securities covered by the Award, and the Administrator may
    provide that such amounts (if any) shall be deemed to have been
    reinvested in additional Shares or otherwise reinvested. The
    terms of any Other Share-Based Award shall be set forth in an
    Other Share-Based Award Agreement between the Company and the
    Participant, which Agreement shall contain such provisions as
    the Administrator determines to be necessary or appropriate to
    carry out the intent of the Plan.




    

    10








 






    (b) Terms and Conditions.  In
    addition to the terms and conditions specified in the Other
    Share-Based Award Agreement, Other Share-Based Awards shall be
    subject to the following:



 



    (i) Any Other Share-Based Award may not be sold, assigned,
    transferred, pledged or otherwise encumbered prior to the date
    on which the Shares are issued or the Award becomes payable, or,
    if later, the date on which any applicable restriction,
    performance or deferral period lapses.



 



    (ii) The Other Share-Based Award Agreement shall contain
    provisions dealing with the disposition of such Award in the
    event of termination of the Employee’s employment or the
    Director’s service prior to the exercise, realization or
    payment of such Award, and the Administrator in its sole
    discretion may provide for payment of the Award in the event of
    the Participant’s retirement, Disability or death or a
    Change of Control, with such provisions to take account of the
    specific nature and purpose of the Award.



 


		
	
    13.  
	
    OTHER
    PAYMENTS IN
    SHARES.




 



    Shares may be issued under this Plan to satisfy the payment of
    all or part of an award pursuant to the Company’s annual
    bonus plan. In addition, all or part of any Director’s fees
    may be paid in Shares or Share Equivalents issued under this
    Plan. Any Shares issued pursuant to this Section 13 shall
    reduce the number of Shares authorized under Section 6 but
    shall not be considered an Award for purposes of the maximum
    grant limitation in Section 5(b).



 


		
	
    14.  
	
    PERFORMANCE
    OBJECTIVES.




 



    (a) Authority to Establish.  The
    Administrator shall determine the terms and conditions of Awards
    at the date of grant or thereafter; provided that performance
    objectives for each year, if any, shall be established by the
    Administrator not later than the latest date permissible under
    Code Section 162(m).



 



    (b) Criteria.  To the extent that
    such Awards are paid to Employees the performance objectives to
    be used, if any, shall be expressed in terms of one or more of
    the following: total shareholder return; earnings per share;
    stock price; return on equity; net earnings; income from
    continuing operations; related return ratios; cash flow; net
    earnings growth; earnings before interest, taxes, depreciation
    and amortization (EBITDA); gross or operating margins;
    productivity ratios; expense targets; operating efficiency;
    market share; customer satisfaction; working capital targets
    (including, but not limited to, days sales outstanding); return
    on assets; increase in revenues; decrease in expenses; increase
    in funds from operations (FFO); and increase in FFO per share.
    Awards may be based on performance against objectives for more
    than one Subsidiary or segment of the Company. For example,
    awards for an Executive employed by the Company may be based on
    overall corporate performance against objectives, but awards for
    an Executive employed by a Subsidiary may be based on a
    combination of corporate, segment and Subsidiary performance
    against objectives. Performance objectives, if any, established
    by the Administrator may be (but need not be) different from
    year to year, and different performance objectives may be
    applicable to different Participants. Performance objectives may
    be determined on an absolute basis or relative to internal goals
    or relative to levels attained in prior years or related to
    other companies or indices or as ratios expressing relationships
    between two or more performance objectives. In addition,
    performance objectives may be based upon the attainment of
    specified levels of Company performance under one or more of the
    measures described above relative to the performance of other
    corporations.



 



    (c) Adjustments.  The Committee
    shall specify the manner of adjustment of any performance
    objectives to the extent necessary to prevent dilution or
    enlargement of any award as a result of extraordinary events or
    circumstances, as determined by the Committee, or to exclude the
    effects of extraordinary, unusual or non-recurring items;
    changes in applicable laws, regulations or accounting
    principles; currency fluctuations; discontinued operations;
    non-cash items, such as amortization, depreciation or reserves;
    asset impairment; or any recapitalization, restructuring,
    reorganization, merger, acquisition, divestiture, consolidation,
    spin-off,
    split-up,
    combination, liquidation, dissolution, sale of assets or other
    similar corporate transaction. Any adjustment to performance
    objectives pursuant to this Section 14(c) shall be done in
    accordance with Code Section 162(m).




    

    11








 





		
	
    15.  
	
    CHANGE
    IN
    CONTROL.




 



    (a) Discretion to Accelerate.  An
    Award may be subject to additional acceleration of vesting and
    exercisability upon or after a Change in Control as may be
    provided in the applicable Award Agreement and determined by the
    Administrator on a grant-by-grant basis or as may be provided in
    any other written agreement between the Company and any
    Affiliate or Subsidiary and the Participant; provided, however,
    that in the absence of such provision, no such acceleration
    shall occur and any such acceleration shall be subject to the
    limits set forth in Section 15(b).



 



    (b) Limitation on Acceleration.  In
    connection with any acceleration of vesting or change in
    exercisability upon or after a Change in Control, if any amount
    or benefit to be paid or provided under an Award or under any
    other agreement between a Participant and Company would be an
    Excess Parachute Payment (including after taking into account
    the value, to the maximum extent permitted by Code
    Section 280G, of covenants by or restrictions on
    Participant following the Change in Control), then the payments
    and benefits to be paid or provided will be reduced to the
    minimum extent necessary (but in no event to less than zero) so
    that no portion of any such payment or benefit, as so reduced,
    constitutes an Excess Parachute Payment; provided, however, that
    the foregoing reduction will not be made if such reduction would
    result in a Participant receiving an After-Tax Amount less than
    90% of the After-Tax Amount of the payments Participant would
    have received under such Awards or any other agreement without
    regard to this limitation. Whether requested by a Participant or
    the Company, the determination of whether any reduction in such
    payments or benefits is required pursuant to the preceding
    sentence, and the value to be assigned to any covenants by or
    restrictions on Participant, for purposes of determining the
    amount, if any, of the Excess Parachute Payment will be made at
    the expense of the Company by the Company’s independent
    accountants or benefits consultant. The fact that a
    Participant’s right to payments or benefits may be reduced
    by reason of the limitations contained in this paragraph will
    not of itself limit or otherwise affect any other rights of a
    Participant under any other agreement. In the event that any
    payment or benefit intended to be provided is required to be
    reduced pursuant to this paragraph, a Participant will be
    entitled to designate the payments
    and/or
    benefits to be so reduced in order to give effect to this
    paragraph; provided, however, that payments that do not
    constitute deferred compensation within the meaning of
    Section 409A will be reduced first. The Company will
    provide Participant with all information reasonably requested by
    Participant to permit Participant to make such designation. In
    the event that Participant fails to make such designation within
    10 business days after receiving notice from the Company of a
    reduction under this paragraph, the Company may effect such
    reduction in any manner it deems appropriate.



 


		
	
    16.  
	
    FORFEITURE
    FOR
    CAUSE.




 



    Notwithstanding any other provision of this Plan to the
    contrary, if the Participant engages in conduct which
    constitutes Cause prior to, or during the twelve month period
    following, the exercise of the Option or the vesting of the
    Award, the Administrator (or its delegate) may:



 



    (a) rescind the exercise of any Option exercised during the
    period beginning twelve months prior to through 24 months
    after the Participant’s termination of employment or
    service with the Company or its Affiliates and cancel all
    outstanding Awards within 24 months after the
    Participant’s termination of employment or service with the
    Company or its Affiliates; and



 



    (b) demand that the Participant pay over to the Company the
    proceeds (less the Participant’s purchase price, if any)
    received by the Participant upon (i) the sale, transfer or
    other transaction involving the Shares acquired upon the
    exercise of any Option exercised during the period beginning
    twelve months prior to through 24 months after the
    Participant’s termination of employment or service with the
    Company or its Affiliates or (ii) the vesting of any Award
    within twelve months prior to through 24 months after the
    Participant’s termination of employment or service with the
    Company or its Affiliates, in such manner and on such terms and
    conditions as may be required, and, without limiting any other
    remedy the Company or its Affiliates may have, the Company shall
    be entitled to set-off against the amount of any such proceeds
    any amount owed the Participant by the Company or its Affiliates
    to the fullest extent permitted by law.




    

    12








 





		
	
    17.  
	
    TERM
    OF
    PLAN.




 



    Awards may be granted pursuant to the Plan until the termination
    of the Plan on January 10, 2016.



 


		
	
    18.  
	
    RECAPITALIZATION.




 



    Subject to any required action by the shareholders, the number
    of Shares covered by this Plan as provided in Section 6,
    the maximum grant limitation in Section 5(b), the number of
    Shares or Share Equivalents covered by or referenced in each
    outstanding Award, and the Exercise Price of each outstanding
    Option or Stock Appreciation Right and any price required to be
    paid for Restricted Stock or Other Share-Based Award shall be
    proportionately adjusted for any increase or decrease in the
    number of issued Shares resulting from a subdivision or
    consolidation of Shares, the payment of a stock dividend (but
    only of Common Stock) or any other increase or decrease in the
    number of such Shares effected without receipt of consideration
    by the Company or the declaration of a dividend payable in cash
    that has a material effect on the price of issued Shares.



 



    Subject to any required action by the shareholders, if the
    Company shall be a party to any merger, consolidation or other
    reorganization, each outstanding Award shall pertain and apply
    to the securities to which a holder of the number of Shares or
    Share Equivalents subject to the Award would have been entitled.
    In the event of a change in the Common Stock as presently
    constituted, which is limited to a change of all of its
    authorized shares with par value into the same number of shares
    with a different par value or without par value, the shares
    resulting from any such change shall be deemed to be the Common
    Stock within the meaning of the Plan.



 



    To the extent that the foregoing adjustments relate to stock or
    securities of the Company, such adjustments shall be made by the
    Administrator, whose determination in that respect shall be
    final, binding and conclusive, provided that each Incentive
    Stock Option granted pursuant to this Plan shall not be adjusted
    in a manner that causes the Option to fail to continue to
    qualify as an incentive stock option within the meaning of Code
    Section 422 or subject the Option to the requirements of
    Code Section 409A.



 



    Except as expressly provided in this Section 18, a
    Participant shall have no rights by reason of any subdivision or
    consolidation of shares of stock of any class or the payment of
    any stock dividend or any other increase or decrease in the
    number of shares of stock of any class or by reason of any
    dissolution, liquidation, merger or consolidation or spin-off of
    assets or stock of another Company, and any issue by the Company
    of shares of stock of any class or securities convertible into
    shares of stock of any class shall not affect the number or
    price of Shares subject to the Option.



 



    The grant of an Option pursuant to the Plan shall not affect in
    any way the right or power of the Company to make adjustments,
    reclassifications, reorganizations or changes of its capital or
    business structure or to merge or consolidate or to dissolve,
    liquidate, sell or transfer all or any part of its business
    assets.



 


		
	
    19.  
	
    SECURITIES
    LAW REQUIREMENTS AND LIMITATION OF RIGHTS.




 



    (a) Securities Law.  No Shares
    shall be issued pursuant to the Plan unless and until the
    Company has determined that: (i) it and the Participant
    have taken all actions required to register the Shares under the
    Securities Act of 1933 or perfect an exemption from
    registration; (ii) any applicable listing requirement of
    any stock exchange on which the Common Stock is listed has been
    satisfied; and (iii) any other applicable provision of
    state or federal law has been satisfied.



 



    (b) Employment Rights.  Neither the
    Plan nor any Award granted under the Plan shall be deemed to
    give any individual a right to remain employed by the Company or
    an Affiliate or to remain a Director. The Company and its
    Affiliates reserve the right to terminate the employment of any
    employee at any time, with or without cause or for no cause,
    subject only to a written employment contract (if any), and the
    Board reserves the right to terminate a Director’s
    membership on the Board for cause in accordance with the
    Company’s Restated Certificate of Incorporation.




    

    13








 






    (c) Shareholders’
    Rights.  Except as provided by the
    Administrator in accordance with Section 12, a Participant
    shall have no dividend rights, voting rights or other rights as
    a shareholder with respect to any Shares covered by his or her
    Award prior to the issuance of a stock certificate for such
    Shares. No adjustment shall be made for cash dividends or other
    rights for which the record date is prior to the date when such
    certificate is issued.



 



    (d) Creditors’ Rights.  A
    holder of an Other Share-Based Award shall have no rights other
    than those of a general creditor of the Company. An Other
    Share-Based Award shall represent an unfunded and unsecured
    obligation of the Company, subject to the terms and conditions
    of the applicable Other Share-Based Award Agreement. An Other
    Share-Based Award shall not be deemed to create a trust for the
    benefit of any individual.



 


		
	
    20.  
	
    BENEFICIARY
    DESIGNATION.




 



    Participants and their Beneficiaries may designate on the
    prescribed form one or more Beneficiaries to whom distribution
    shall be made of any Award outstanding at the time of the
    Participant’s or Beneficiary’s death. A Participant or
    Beneficiary may change such designation at any time by filing
    the prescribed form with the Administrator. If a Beneficiary has
    not been designated or if no designated Beneficiary survives the
    Participant or Beneficiary, distribution will be made to the
    residuary beneficiary under the terms of the Participant’s
    or Beneficiary’s last will and testament or, in the absence
    of a last will and testament, to the Participant’s or
    Beneficiary’s estate as Beneficiary.



 


		
	
    21.  
	
    AMENDMENT
    OF THE
    PLAN.




 



    The Board may suspend or discontinue the Plan or revise or amend
    it with respect to any Shares at the time not subject to Awards
    except that, without approval of the shareholders of the
    Company, no such revision or amendment shall:



 



    (a) Increase the number of Shares subject to the Plan;



 



    (b) Change the designation in Section 5 of the class
    of Employees eligible to receive Awards;



 



    (c) Decrease the price at which Incentive Stock Options may
    be granted;



 



    (d) Remove the administration of the Plan from the
    Administrator; or



 



    (e) Amend this Section 21 to defeat its purpose.



 


		
	
    22.  
	
    NO
    AUTHORITY TO
    REPRICE.




 



    Without the consent of the shareholders of the Company, except
    as provided in Section 18, the Administrator shall have no
    authority to effect either (i) the repricing of any
    outstanding Options or Stock Appreciation Rights under the Plan
    or (ii) the cancellation of any outstanding Options or
    Stock Appreciation Rights under the Plan and the grant in
    substitution therefor of new Options or Stock Appreciation
    Rights under the Plan covering the same or different numbers of
    shares of Common Stock.



 


		
	
    23.  
	
    NO
    OBLIGATION TO EXERCISE
    OPTION.




 



    The granting of an Option shall impose no obligation upon the
    Participant to exercise such Option.



 


		
	
    24.  
	
    APPROVAL
    OF
    SHAREHOLDERS.




 



    This Plan and any amendments requiring shareholder approval
    pursuant to Section 21 shall be subject to approval by
    affirmative vote of the shareholders of the Company. Such vote
    shall be taken at the first annual meeting of shareholders
    following the adoption of the Plan or of any such amendments, or
    any adjournment of such meeting.




    

    14








 





		
	
    25.  
	
    WITHHOLDING
    TAXES.




 



    (a) General.  To the extent
    required by applicable law, the person exercising any Option
    granted under the Plan or the recipient of any payment or
    distribution under the Plan shall make arrangements satisfactory
    to the Company for the satisfaction of any applicable
    withholding tax obligations. The Company shall not be required
    to make such payment or distribution until such obligations are
    satisfied.



 



    (b) Other Awards.  The
    Administrator may permit a Participant who exercises
    Nonqualified Stock Options or who vests in Restricted Stock
    Awards to satisfy all or part of his or her withholding tax
    obligations by having the Company withhold a portion of the
    Shares that otherwise would be issued to him or her under such
    Nonqualified Stock Options or Restricted Stock Awards. Such
    Shares shall be valued at the Fair Market Value on the day
    preceding the day when taxes otherwise would be withheld in
    cash. The payment of withholding taxes by surrendering Shares to
    the Company, if permitted by the Administrator, shall be subject
    to such restrictions as the Administrator may impose, including
    any restrictions required by rules of the Securities and
    Exchange Commission.



 


		
	
    26.  
	
    SUCCESSORS
    AND
    ASSIGNS.




 



    The Plan shall be binding upon the Company, its successors and
    assigns, and any parent Company of the Company’s successors
    or assigns. Notwithstanding that the Plan may be binding upon a
    successor or assign by operation of law, the Company shall
    require any successor or assign to expressly assume and agree to
    be bound by the Plan in the same manner and to the same extent
    that the Company would be if no succession or assignment had
    taken place.



 


		
	
    27.  
	
    EXECUTION.




 



    To record the adoption of the Plan as amended on
    January 13, 2009, the Company has caused its authorized
    officer to execute the same.



 



    ABM INDUSTRIES INCORPORATED



 


			
	 	    By: 
	
    /s/  Erin
    Andre








			
	 	    Title:      
	
    Senior Vice President,





    Human Resources




    

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