EXHIBIT 10.4 ABM INDUSTRIES INCORPORATED SERVICE AWARD BENEFIT PLAN

EXHIBIT 10.4

ABM INDUSTRIES INCORPORATED
SERVICE AWARD BENEFIT PLAN

As Amended and Restated April 2005

TABLE OF CONTENTS

ARTICLE 1

NAME, EFFECTIVE DATE, PURPOSE AND CONSTRUCTION

1.1 Plan Name

The Plan set forth in this document shall be designated the ABM Industries Incorporated Service Award Benefit Plan.

1.2 Effective Date

The Effective Date of this Plan was November 1, 1989. This document reflects amendments and changes made through April 6, 2005.

1.3 Purpose

The Plan is intended to qualify as a severance pay plan described in Department of Labor Regulations 2510.3-1 (a) (2) and 2510.3-2 (b) and is intended to be treated as a employee welfare plan under ERISA. The Plan is intended to provide benefits to terminating employees based upon their loyal and dedicated service to the Company and its Affiliates.

1.4 Construction

The following miscellaneous provisions shall apply in the construction of this Plan document:

(a) State Jurisdiction

All matters respecting the validity, effect, interpretation and administration of this Plan shall be determined in accordance with the laws of the State of California except where preempted by ERISA or other federal statutes.

(b) Gender

Wherever appropriate, words used in the singular may include the plural or the plural may be read as the singular, the masculine may include the feminine, and the neuter may include both the masculine and the feminine.

(c) Application of References to Law

All references to sections of ERISA, or the Internal Revenue Code, other federal or state statutes, any regulations or rulings thereunder, shall be deemed to refer to such sections as they may subsequently be modified, amended, replaced or amplified by any federal statutes, regulations or rulings of similar application and import enacted by the Government of the

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United States, any duly authorized agency of the United States Government, any State Government or duly authorized agency thereunder.

(d) Enforceable Provisions Remain Effective

If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Plan shall continue to be fully effective.

(e) Headings

Headings are inserted for reference only and constitute no part of the construction of this Plan.

1.5 Employment Relationship Not Affected

Nothing in this Plan document shall be deemed a contract between the Employer and any Employee, nor shall the rights or obligations of the Employer or any Employee to continue or terminate employment at any time be affected hereby.

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ARTICLE 2
DEFINITIONS

2.1 “Account” means the aggregate of all records maintained by the Committee for purposes of determining a Participant’s or Beneficiary’s benefits under the Plan.

2.2 “Affiliated Employer” means any corporation which is so designated by the Board, which may include any corporation or business determined to be affiliated under Code Section 414 or any other corporation or business which is affiliated to some degree with the Employer.

2.3 “Award Date” means October 31, 1990, each succeeding October 31 and any other date elected by the Board at its discretion. Effective January 1, 1991, “Award Date” shall mean December 31, 1991 and each succeeding December 31.

2.4 “Beneficiary” means any person designated by a Participant.

2.5 “Board” shall mean the Board of Directors of the Employer.

2.6 “Code” means the Internal Revenue code of 1986, as amended (and regulations issued thereunder).

2.7 “Committee” means the Administrative Committee designated under Article 9.

2.8 “Compensation” for any calendar year means all amounts paid to the Employee and reported as wages on the Employee’s form W-2 for the year for services rendered for the Employer or Affiliated Employers during the calendar year, and all amounts which an Employee elected to have the Employer or affiliated Employer contribute on his behalf to the ABM 401(k) Employee Savings Plan or the ABM Deferred Compensation Plan for the calendar year. Compensation in excess of $175,000 shall not be considered in the calculation of benefits; provided, however, the $175,000 limit shall not replace any limit in place for any year prior to 1996 under this Plan.

2.9 “Date of Eligibility” shall mean (1) for Eligible Employees hired after October 31, 1989, the date on which the Employee first performs any service for the Employer, (2) for Eligible Employees employed on or before October 31, 1989, November 1, 1989. Effective January 1, 1992, “Date of Eligibility” shall mean the January 1 following the date on which the Employee has Compensation in excess of $50,000, or such other dollar amount as the Committee may from time to time announce.

2.10 “Date of Hire” shall mean the date on which the Employee becomes an employee of the Employer or an Affiliated Employer within the meaning of Code Section 3121(d).

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2.11 “Disability” shall mean the permanent incapacity of a Participant, by reason of physical or mental illness, to perform his usual duties for the Employer, resulting in termination of his service with the Employer or any Affiliated Employer. Disability shall be determined by the Committee in a uniform and nondiscriminatory manner after consideration of such evidence as it may require, which shall include a report of such physician or physicians as it may designate.

2.12 “Eligible Employee” shall have the meaning as defined in Article 3.

2.13 “Eligible Participant” shall mean:

(a) An Eligible Employee who was employed continuously throughout the Fiscal Year, or

(b) an Eligible Employee who terminated employment during the Fiscal Year due to death, disability or after having reached his Normal Retirement Date.

2.14 “Employee” means any person considered under the rules of common law or appropriate statute to be employed by the Employer or an Affiliated Employer, except:

(a) Employees whose wages are determined by collective bargaining agreements,

(b) Employee Employees who are receiving pension contributions under a union retirement plan, and

(c) Contract workers of the Employer or an Affiliated Employer who are employed to perform principally manual work, including but not limited to elevator operator, janitor, security worker, guard, window washer, stationary engineer, painter, warehouseman, driver, parking attendant, mechanic, electrician, laundry worker or service technician.

2.15 “Employer” means ABM Industries Incorporated, a Delaware corporation, and such of its successors or assigns as may expressly adopt this Plan and agree in writing to continue this Plan.

2.16 “Entry Date” means November 1, 1989, and each succeeding November 1. Effective January 1, 1991, “Entry Date” means January 1 and each succeeding January 1.

2.17 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.18 “Fiscal Year” means the accounting year of the Plan, which is the 12-month period ending October 31. Effective January 1, 1991, “Fiscal year” means the 12-month period ending December 31.

2.19 “Normal Retirement Date” means the date of the Participant’s 62nd birthday.

2.20 “Participant” means any Employee who has entered the Plan and been credited with Service Award Benefits but has not yet had such benefits distributed.

2.21 “Plan” means the arrangement created by this document.

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2.22 “Plan Administrator” means the Administrative Committee, discussed in Article 9.

2.23 “Service Award Benefit” means the benefit calculated under Section 4.2.

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ARTICLE 3
ELIGIBILITY, PARTICIPATION AND BENEFICIARY DESIGNATION

3.1 Definitions

(a) “Eligible Employee” means any Employee of the Employer or an Affiliated Employer whose Compensation is $50,000 or greater in any calendar year. The $50,000 dollar amount may be adjusted from time to time as the Plan Administrator may deem necessary. The foregoing notwithstanding, an Employee shall not be an Eligible Employee during any Fiscal Year the Employee is also eligible to receive contributions under or make 401(k) contributions to the ABM 401(k) Employee Savings Plan.

(b) There shall be no additional Eligible Employees designated after December 31, 2001.

3.2 Participation

(a) Initial Participants

Employees who are Eligible Employees as of October 31, 1989 shall become Participants as of November 1, 1989.

(b) Newly Hired Employees

Employees who are hired after October 31, 1989, shall become Participants as of the first November 1, or such earlier date, after certification by the Committee that the Employee is an Eligible Employee. Employees hired after January 1, 1991 shall become Participants as of the first January 1, or such earlier date, after certification by the Committee that the Employee is an Eligible Employee.

(c) Other Employees

Other Employees shall become Participants as of the first November 1, or such earlier date, after certification by the Committee that the Employee is an Eligible Employee. Effective January 1, 1991,the November 1 participation date in this Article shall be changed to January 1.

(d) Rehired Employees

A rehired Employee shall be treated as an Employee hired after October 31, 1989, unless the Employee was a Participant in the Plan. Section 2.16 of the Plan notwithstanding, former Plan Participants shall renew their participation in the Plan as of the July 1 or January 1 coinciding with or next following their date of rehire provided they are otherwise eligible for the Plan.

3.3 Beneficiary Designation

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(a) Designation Procedure

Each Eligible Employee, upon becoming a Participant shall designate a Beneficiary or Beneficiaries to receive benefits under the Plan after his death. A Participant may change his beneficiary designation at any time. Each beneficiary designation shall be in a form prescribed by the Committee and will be effective only when filed with the Committee during the Participant’s lifetime. Each beneficiary designation filed with the Committee will cancel all previously filed Beneficiary designations. !

(b) Lack of Designation

In the absence of a valid designation, the Par