ABM DEFERRED COMPENSATION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
Effective October 31,
2006
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1
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1
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1.02 “Administrative Committee” or
“Committee”
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1
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1
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1
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1
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1
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1
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1.10 “Internal Revenue Code” or
“Code”
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1
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1
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1
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1
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1.14 “Plan Administrator”
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2
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2
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1.16 “Unforeseeable
Emergency”
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2
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2
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Article II ELIGIBILITY FOR
PARTICIPATION
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3
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2.01 Eligibility Requirements
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3
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3
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2.03 Determination of Eligibility
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3
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Article III CONTRIBUTIONS
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4
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4
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3.02 Elective Deferral Election
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4
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Article IV ACCOUNTS. FUNDING AND
VALUATION
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5
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4.01 Establishment of Account
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5
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4.02 Valuation of Account
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5
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Article V PARTICIPANTS’ VESTED
INTERESTS
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6
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6
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Article VI DISTRIBUTION OF
BENEFITS
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7
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6.01 Distribution of Benefits
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7
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6.02 Retirement and Termination
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7
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6.03 Unforeseeable Emergency
Withdrawals
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7
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6.04 Form of Distribution
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8
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9
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9
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Article VIII THE ADMINISTRATIVE
COMMITTEE
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10
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i
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8.01 Duties and Responsibility
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10
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8.02 Allocation and Delegation of
Responsibilities
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10
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8.03 Expenses and Compensation
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11
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8.04 Information from Company
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11
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8.05 Administrative Committee;
Signature
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11
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Article IX PARTICIPANTS’
RIGHTS
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12
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12
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9.02 Filing a Claim for Benefits
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12
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12
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9.04 Limitation of Rights
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12
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Article X AMENDMENT AND
TERMINATION
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13
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10.01 Amendment or Termination
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13
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10.02 Procedure Upon Termination of the
Plan
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13
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14
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11.01 Execution of Receipts and
Releases
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14
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11.02 Notice and Unclaimed Benefits
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14
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11.03 Non-Alienation of Benefits
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14
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11.04 Loans to Participants
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15
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11.05 Benefits Payable to
Incompetents
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15
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15
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15
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15
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15
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11.10 Participant’s Rights
Unsecured
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15
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ii
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.
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1.01
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“ Account ” means
the account established and maintained by the Administrative
Committee for each Participant.
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1.02
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“ Administrative
Committee ” or “ Committee ” means the
Governance Committee of the Board of Directors of the
Company.
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1.03
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“ 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.
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1.04
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“ Board ” means
the Board of Directors of the Company.
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1.05
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“ Company ” means
ABM Industries Incorporated, and, where appropriate, its successors
or assigns.
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1.06
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“ Compensation ”
means all the annual retainer and board meeting fees paid by the
Company to the Eligible Director while a Participant with respect
to services rendered during the Plan Year.
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1.07
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“ Deferral ”
means an amount that a Participant has elected to defer under
Article III.
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1.08
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“ Director ”
means any individual who is a member of the Board and who is not an
employee of the Company.
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1.09
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“ Effective Date
” means October 31, 2006.
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1.10
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“ Internal Revenue Code
” or “ Code ” means the Internal Revenue
Code of 1986, as amended from time to time.
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1.11
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“ Participant ”
means any Director or former Director 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.
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1.12
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“ 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.
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1.13
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“ Plan ” means
the ABM Deferred Compensation Plan for Non-Employee
Directors.
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1
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1.14
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“ Plan Administrator
” means the Company.
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1.15
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“ Plan Year ”
means the calendar year.
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1.16
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“ Unforeseeable
Emergency ” means shall mean a severe financial hardship
to the Participant or his or her Beneficiary resulting from:
(i) an illness or accident of the Participant or Beneficiary,
the Participant’s or Beneficiary’s spouse, or the
Participant’s or Beneficiary’s dependent (as defined in
Code section 152(a)); (ii) loss of the Participant’s or
Beneficiary’s property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by
insurance); or (iii) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Participant or Beneficiary. Hardship shall not
constitute an Unforeseeable Emergency to the extent that it is, or
may be, relieved by: (a) reimbursement or compensation, by
insurance or otherwise; (b) liquidation of the
Participant’s or Beneficiary’s assets to the extent
that the liquidation of such assets would not itself cause severe
financial hardship; or (c) cessation of deferrals under the
Plan. An Unforeseeable Emergency does not include (among other
events): (y) sending a child to college; or
(z) purchasing a home.
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1.17
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“ Valuation Date
” means March 31, June 30, September 30 and
December 31 of each Plan Year.
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2
ELIGIBILITY FOR
PARTICIPATION
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2.01
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Eligibility
Requirements
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Each Director of the Company shall
become a Participant under the Plan on the date he or she makes an
election to defer Compensation under the Plan.
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2.02
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Change in Status
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A
Participant’s participation in the Plan shall terminate
immediately as of the date on which he or she ceases to be a
Director, except that the Participant shall retain the right to
receive his or her Account.
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2.03
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Determination of
Eligibility
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The
Administrative Committee shall determine whether each Director has
satisfied the eligibility requirements for participation in the
Plan. The Committee’s determination shall be conclusive and
binding upon all persons.
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3
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3.01
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Deferrals
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For
each Plan Year commencing with 2007, a Participant may elect to
defer receipt of all or any portion of his or her Compensation that
he or she would otherwise receive from the Company. In addition, in
October 2006 each Eligible Director who is a party to a
Director Retirement Plan benefit agreement may elect to have such
benefit converted to a credit to the Account established pursuant
to this Plan, effective November 1, 2006.
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3.02
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Elective Deferral
Election
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For
each Plan Year, a Participant may make an election described in
Section 3.01 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. A Deferral election may not
be changed during the Plan Year that it is effective; provided,
that upon a showing of an Unforeseeable Emergency and with the
consent of the Administrative Committee, a Participant may at any
time revoke his or her Deferral election with respect to
Compensation he or she has not yet earned during the Plan Year. A
Participant who revokes his or her Deferral election may not again
make an election to defer the receipt of Compensation effective
before the beginning of the next Plan Year.
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4
ACCOUNTS. FUNDING AND
VALUATION
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4.01
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Establishment of
Account
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The
Administrative Committee shall open and maintain a separate Account
for each Participant. Such Account shall be credited with all
Deferrals for the Participant. In addition, the Account of each
Eligible Director who has elected to convert his or her Director
Retirement Plan benefits to an Account credit under this Plan shall
be credited on November 1, 2006, with the amount approved by
the Governance Committee pursuant to its resolution adopted on
September 5, 2006. As soon as reasonably possible after each
Valuation Date, each Participant shall be notified of the value of
his or her Account.
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4.02
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Valuation of Account
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(a)
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Interest shall be credited to each
Participant’s Account as of each Valuation Date equal to the
product of
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(1)
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the
amount credited to the Participant’s Account as of the last
preceding Valuation Date, less any distributions or withdrawals and
plus one-half (1/2) of Deferrals, if any, since the last preceding
Valuation Date, multiplied by
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(2)
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the
applicable interest rate; provided, however, that for the
December 31, 2006 Valuation Date, interest shall be based on
the Account balance on November 1, 2006, if any.
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(b)
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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 1/2 of any prime rate over 6% will be considered. The amount
credited will be a proration of the prime rate considered taking
into consideration the period of time elapsed since the last
Valuation Date (or since November 1, 2006, in the case of the
December 31, 2006 Valuation Date).
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For example, if
the Plan is valued quarterly and on March 31, the prime rate
is 7%, the rate credited will be (1/4 x 6%) + (1/4 x 1/2 x 1%) or
1.625%.
5
PARTICIPANTS’ VESTED
INTERESTS
Each
Participant shall always be one hundred percent (100%) vested in
his or her Account; provided, however, that any amount credited to
a Participant’s Account on November 1, 2006 pursuant to
the election described in Section 3.01 shall be forfeited if
the Participant voluntarily resigns his or her position as a
Director before November 1, 2007 for any reason other than
disability, as determined pursuant to Section 409A(a)(2)(C) of
the Code or in connection with a Change in Control. A “Change
in Control” means 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 immediately prior
to either such event cease to constitute a majority of the members
of the Board of Directors of the Company; or
(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
Comp
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