AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of July 15, 2008 (the “Effective Date”), by and between Henrik C. Slipsager (“Executive”) and ABM Industries Incorporated for itself and on behalf of its subsidiary corporations as applicable herein.

WHEREAS , the subsidiaries of ABM (as hereinafter defined) are engaged in the building maintenance and related service businesses, and

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

WHEREAS , Executive and ABM are party to an Executive Employment Agreement dated June 7, 2005 (the “Prior Agreement”),

WHEREAS , the parties desire to amend and restate the Prior Agreement to, among other things, reflect changes required to comply with Section 409A and Section 162(m) of the Internal Revenue Code,

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

WHEREAS , ABM and its subsidiaries have disclosed or will disclose to Executive such proprietary trade secrets and other confidential business information which Executive will utilize in the performance of his duties and responsibilities as Chief Executive Officer and under this Agreement, and

WHEREAS , Executive wishes to, or has been and desires to remain employed by ABM, and to utilize such proprietary trade secrets, other confidential business information and goodwill in connection with his employment,

NOW THEREFORE , Executive and ABM agree as follows:

1.

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

2.

TITLE . Executive’s title shall be President and Chief Executive Officer of ABM, subject to modification as mutually agreed upon by ABM and Executive.

3.

DEFINITIONS . The capitalized terms used in this agreement shall have the following definitions:

	A.		“ABM” means ABM Industries Incorporated, its successors, and assigns.
	B.		“Base Salary” means the salary paid under Paragraph 7A for the applicable Fiscal Year.
	C.		“Board” means the Board of Directors of ABM.
	D.		“Bonus” means a performance-based bonus payable under Paragraph 7B of this Agreement.
	E.		“CEO Committee” means a committee designated by the Board which shall constitute all of the Independent Directors.
	F.		“Company” means ABM and its subsidiaries.
	G.		“Compensation Committee” means the Compensation Committee of the Board.
	H.		“EOIP” means the ABM Executive Officer Incentive Plan adopted by the Board on January 10, 2006, as such plan may be amended from time to time, or any successor plan.
	I.		“Executive” means Henrik C. Slipsager.
	J.		“Extended Term” means the period for which this agreement is extended under Paragraph 14 of this Agreement.
	K.		“Fiscal Year” means the period beginning on November 1 of a calendar year and ending on October 31 of the following calendar year or such other period as shall be designated by the Board as ABM’s fiscal year.

	L.		“Independent Directors” means the directors designated by the Board as independent directors, which persons shall qualify both as independent under the rules and regulations of the New York Stock Exchange and as outside directors under Section 162(m).
	M.		“Initial Term” is the period beginning on the Effective Date and ending on October 31, 2013, unless sooner terminated under Paragraph 15 of this Agreement.
	N.		“Just Cause” means (i) theft or dishonesty, (ii) more than one instance of neglect or failure to perform employment duties, (iii) more than one instance of inability or unwillingness to perform employment duties, (iv) insubordination, (v) abuse of alcohol or other drugs or substances affecting Executive’s performance of his employment duties, (vi) material and willful breach of this Agreement, (vii) other misconduct, unethical or unlawful activity, (viii) 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 (ix) 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.
	O.		“Performance Assessment” means the Compensation Committee’s annual assessment, after consultation with the CEO Committee, of Executive’s performance against the Performance Criteria.
	P.		“Performance Criteria” means the performance criteria for Executive established annually by the Compensation Committee, after consultation with the CEO Committee, in accordance with Paragraph 7B of this Agreement.
	Q.		“Section 162(m)” means Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder, or any successor statute.
	R.		“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder, or any successor statute.
	S.		“Significant Transaction” means the Company’s acquisition or disposition of a business or assets which ABM is required to report under Item 2.01 of Form 8-K under the rules and regulations issued by the Securities and Exchange Commission.

	T.		“State of Employment” means New York.
	U.		“Target Bonus” means 100% of Executive’s Base Salary.
	V.		“Total Disability” means Executive’s inability to perform his duties under this Agreement and shall be deemed to occur on the 91st consecutive or non-consecutive calendar day within any 12 month period that Executive is unable to perform his duties under this Agreement because of any physical or mental illness or disability.

4.

DUTIES & RESPONSIBILITIES . Executive shall assume and perform such executive or managerial duties and responsibilities as are assigned from time-to-time by the Board, to which Executive shall report and be accountable.

5.

TERM OF AGREEMENT . This agreement shall end on October 31, 2013, unless sooner terminated pursuant to Paragraph 15 or later extended to an Extended Term under Paragraph 14 of this Agreement.

6.

PRINCIPAL OFFICE . During the Initial Term and any Extended Term, as applicable, of this Agreement, Executive shall be based at an ABM office located in the State of Employment or such other location as shall be mutually agreed upon by the Board and Executive.

7.

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

	A.		SALARY. Executive shall be entitled to a Base Salary in an amount to be determined by the CEO Committee in its sole discretion, provided that Executive’s initial Base Salary shall be $765,000.
	B.		BONUS. Subject to the provisions of the EOIP, the provisions of Paragraph 15 and subparagraphs (iii), (iv) and (v) below, Executive shall be entitled to a Bonus for each Fiscal Year, as follows:

i.

Executive’s Bonus may range from 0% to 180% of the Target Bonus and shall be based on the Performance Assessment of Executive for the applicable Fiscal Year evaluated on the basis of the Performance Criteria.

			Performance Criteria may include both ABM and individual objectives, may be both qualitative and quantitative in nature and shall be established and communicated to Executive within 90 days after the beginning of the Fiscal Year for which they apply. The Compensation Committee or the CEO Committee (or members of such committees) may seek the views of members of the Board with respect to whether the Performance Criteria have been achieved, provided that the Performance Assessment shall be solely determined by the Compensation Committee. The determination of the Bonus amount for each Fiscal Year shall be determined by the CEO Committee.
	ii.		The Performance Criteria may be adjusted by the Compensation Committee, after consultation with the CEO Committee, in the event of a Significant Transaction and/or for any unanticipated and material events that are beyond the control of ABM, including but not limited to acts of god, nature, war or terrorism, or changes in the rules for financial reporting set forth by the Financial Accounting Standards Board, the Securities and Exchange Commission, rules of the New York Stock Exchange and/or for any other reason which the Compensation Committee determines, in good faith, to be appropriate, provided that no adjustment shall be permitted to the extent it would result in the nondeductibility of any portion of the Bonus under Section 162(m).
	iii.		ABM shall pay Executive the Bonus for each Fiscal Year as soon as practicable following completion of the audit of ABM’s financial statements for such Fiscal Year and within 10 days after determination of the Bonus by the CEO Committee. Notwithstanding the foregoing, the Bonus shall be paid no later than March 15 th of the year following the end of the calendar year in which the Bonus is earned. In the event of termination of employment hereunder other than a termination under Paragraph 15B or a termination under Paragraph 15C, ABM shall pay Executive a prorated portion of the Bonus, for the fraction of the Fiscal Year that has been completed prior to the date of termination, based on the Company’s actual performance for the entire Fiscal Year. The prorated portion of the Bonus shall be paid at such time as bonuses are paid to employees generally, but in no event later than March 15 th of the year following the end of the calendar year in which the bonus is no longer subject to a substantial risk of forfeiture.
	iv.		Absent bad faith or material error, any conclusions of the Compensation Committee or the CEO Committee with respect to the Performance Criteria, the Performance Assessment, or the actual Bonus shall be final and binding upon Executive and ABM.

	v.		Except as may otherwise be determined by the CEO Committee in the event of extraordinary circumstances affecting the financial performance of the Company, no Bonus for any Fiscal Year of ABM  shall be payable unless ABM’s EPS for the Fiscal Year then ending is equal to or greater than 80% of ABM’s EPS for the previous Fiscal Year of ABM.  Notwithstanding the above, no determination by the Committee to pay Executive a Bonus pursuant to this Paragraph shall result in the nondeductibility of any portion of such Bonus under Section 162(m).
	vi.		Notwithstanding any other provision of this Agreement, the CEO Committee may, no later than 90 days after the beginning of any Fiscal Year (but in no event later than the date required for the Bonus to qualify as performance-based compensation within the meaning of Section 162(m)), approve and notify the Executive of a modification to the Target Bonus or the bonus range set forth in subparagraph (i) above. The CEO Committee’s decision in this regard shall be deemed final and binding on Executive. In addition, the CEO Committee may grant a discretionary incentive bonus to Executive at any time in its sole discretion.

	C.		FRINGE BENEFITS. Executive shall receive the then current fringe benefits generally provided by ABM to its executives. Such benefits may include but not be limited to the use of an ABM-leased car or a car allowance, group health benefits, long-term disability benefits, group life insurance, sick leave and vacation. Each of these fringe benefits is subject to the applicable ABM policy at all times. Executive expressly agrees that should he terminate employment with ABM for the purpose of being re-employed by an ABM subsidiary or affiliate, he shall “carry-over” any previously accrued but unused vacation balance to the books of the affiliate. ABM reserves the right to add, increase, reduce or eliminate any fringe benefit at any time, but no such benefit or benefits shall be reduced or eliminated as to Executive unless generally reduced or eliminated as to senior executives at ABM.
	D.		LIMIT. To the extent that any compensation to be paid to Executive under this Agreement would cause compensation payable to Executive to be non-deductible by ABM as a result of the compensation limit provisions of Section 162(m), Executive agrees that any such amount in excess of such compensation limit shall not be paid out to Executive but shall be deferred by Executive under the ABM Deferred Compensation Plan to the extent permitted by Treas. Reg. 1.409A-2(b) (7) (i). The distribution of such deferred amounts will be made during the first calendar year in which ABM reasonably anticipates that, if the payment is made during that year, the deduction of the payment will not be barred by Section 162(m) or, if sooner, upon the later of the end of the Fiscal Year in which Executive incurs a “separation from service” within the meaning of Section 409A

or the date which is two-and-one-half months following the date of such “separation from service.” Amounts deferred by Executive will be credited with interest or gains and losses in accordance with the ABM Deferred Compensation Plan.

E.

POST EMPLOYMENT HEALTH INSURANCE ASSISTANCE. Subject to Paragraph 16 of this Agreement, upon Executive’s termination of employment for any reason other than for Just Cause and concluding no later than 10 years after such termination, ABM shall pay Executive $10,000 per year to assist Executive in purchasing health insurance for Executive and his spouse. In the event that Executive dies prior to the expiration of such ten-year period, ABM shall pay Executive’s surviving spouse $5,000 per year until the first to occur of (i) the death of Executive’s spouse or (ii) the end of the ten-year period.

8.		PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES . ABM shall pay directly or reimburse Executive for reasonable business expenses of ABM incurred by Executive in connection with ABM business in accordance with the ABM Travel & Entertainment Policy, in effect from time to time.
9.		BUSINESS CONDUCT . Executive shall dedicate his full business time and attention to the performance of duties hereunder, perform his duties in good faith and to a professional standard, and fully comply with all laws and regulations pertaining to the performance of this Agreement, all ethical rules, and ABM’s Code of Business Conduct, as well as any and all of policies, procedures and instructions of Company including but not limited to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. Executive agrees that if he is approached by any person to discuss a possible acquisition or other transaction that could reasonably result in a change of control of ABM, Executive will immediately advise ABM’s General Counsel and Chairman of the Board.
10.		NO CONFLICT . Executive represents to ABM that Executive is not bound by any contract with a previous employer or with any other business that might prevent Executive from entering into this Agreement. Executive further represents that he is not bound by any other contracts or covenants that in any way restrict or limit Executive’s activities in relation to his or her employment with ABM that have not been fully disclosed to ABM prior to the signing of this Agreement.

11.

COMPANY PROPERTY . ABM shall, from time to time, entrust to the care, custody and control of Executive certain of the Company’s property, such as motor vehicles, equipment, supplies, passwords and electronic and paper documents. Such documents may include, but shall not be limited to, customer lists, financial statements, cost data, price lists, invoices, forms, electronic files and media, mailing lists, contracts, reports,

manuals, personnel files or directories, correspondence, business cards, copies or notes made from Company documents and documents compiled or prepared by Executive for Executive’s use in connection with Company business. Executive specifically acknowledges that all such items, including passwords and documents, are the p