EXHIBIT 10.3 EXECUTIVE EMPLOYMENT AGREEMENT

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EXHIBIT 10.3

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:

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E.

“Bonus” means a performance-based bonus payable under Paragraph 7B of this Agreement.

F.

“Company” means ABM, its subsidiaries, successors, and assigns.

G.

“Compensation Committee” means the Compensation Committee of the Board.

H.

“EPS” means earnings per share for the applicable Fiscal Year as reported by ABM in its Annual Report on Form 10-K.

I.

“Executive” means Henrik C. Slipsager.

J.

“Extended Term” means the period for which this agreement is extended under Paragraph 15 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 of Directors as independent directors, which persons shall qualify as independent under the rules and regulations of the New York Stock Exchange.

M.

“Independent Majority” means a majority of the Independent Directors present at a duly constituted meeting of the Board.

N.

“Initial Term” is the period beginning on June 7, 2005 and ending October 31, 2008 unless sooner terminated under Paragraph 16 of this Agreement.

O.

“Insurance Contribution” means ABM’s contribution to provide group health and life insurance for Executive and excludes any payment by Executive for such coverage.

P.

“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.

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Q.

“Modification Period” means the remainder of the Initial or the then current Extended Term, as applicable, of this Agreement, following the change in Executive’s employment status from that of a full-time employee to that of a part-time employee under Paragraph 14 of this Agreement.

R.

“Performance Assessment” means the Compensation Committee’s annual assessment of Executive’s performance against the Performance Criteria.

S.

“Performance Criteria” means the performance criteria for Executive established annually by the Compensation Committee in accordance with Paragraph 7B of this Agreement.

T.

“Proprietary Information” means the Company’s proprietary trade secrets and other confidential information not in the public domain, including but not limited to specific customer data such as: (i) the identity of the Company’s customers and sales prospects, (ii) the nature, extent, frequency, methodology, cost, price and profit associated with services and products purchased from the Company, (iii) any particular needs or preferences regarding its service or supply requirements, (iv) the names, office hours, telephone numbers and street addresses of its purchasing agents or other buyers, (v) its billing procedures, (vi) its credit limits and payment practices, and (vii) its organization structure.

U.

“Section 162(m)” means Section 162(m) of the Internal Revenue Code of 1986, as amended, or any successor statute.

V.

“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.

W.

“State of Employment” means California.

X.

“Target Bonus” means 50% of Executive’s Base Salary.

Y.

“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.

Z.

“WTC Related Gain” means the total amount of all items of income included in ABM’s audited consolidated financial statements for any Fiscal Year that result from ABM’s receipt of insurance proceeds or other compensation or damages due to ABM’s loss of property, business or profits as a result of the destruction of the World Trade Center on September 11, 2001.

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4.

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

5.

TERM OF AGREEMENT. This agreement shall end on October 31, 2008, unless sooner terminated pursuant to Paragraph 16 or later extended to an Extended Term under Paragraph 15 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 ABM 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:

i.

Executive’s Bonus may range from 0% to 150% 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 Performance Assessment for each Fiscal Year shall be the responsibility of the Compensation Committee. The determination of the Bonus amount for each Fiscal Year shall be determined by the Independent Majority following its receipt of the Compensation Committee’s Performance Assessment.

ii.

The Compensation Committee reserves the right at any time to adjust the Performance Criteria 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.

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iii.

ABM shall pay Executive the Bonus for each Fiscal Year 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 Independent Majority. In the event of modification of employment under Paragraph 14 or termination of employment hereunder other than (a) a termination under Paragraph 16B or (b) a termination under Paragraph 16C for reasons other than Executive’s health, ABM shall pay Executive, within 75 days thereafter, a prorated portion of the Target Bonus based on the fraction of the Fiscal Year that has been completed prior to the date of modification or termination.

iv.

Absent bad faith or material error, any conclusions of the Compensation Committee or the Independent Majority with respect to the Performance Criteria, the Performance Assessment, or the Actual Bonus shall be final and binding upon Executive and ABM.

v.

No Bonus for any Fiscal Year of ABM (other than the payment of a prorated portion of the Target Bonus under Paragraph 7B(iii) following a modification or termination of employment) 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, in each case excluding any gains and losses from sales of discontinued operations and any WTC Related Gain.

vi.

Notwithstanding any other provision of this Agreement, the Independent Majority may, prior to the beginning of any Fiscal Year, approve and notify the Executive of a modification to the Target Bonus or the bonus range set forth in subparagraph (i) above. The Independent Majority’s decision in this regard shall be deemed final and binding on Executive. In addition, the Independent Majority may grant a discretionary incentive bonus to Executive at any time in its sole discretion.

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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 $1 million compensation limit provisions of Section 162(m), Executive agrees that any such amount in excess of $1 million shall not be paid out to Executive but shall be deferred by Executive under the ABM Deferred Compensation Plan. The distribution of such deferred amounts will be made only after Executive is no longer considered a “covered employee” as defined in Section 162(m). Amounts deferred by Executive will be credited with interest or gains and losses in accordance with the ABM Deferred Compensation Plan.

E.

POST RETIREMENT HEALTH INSURANCE ASSISTANCE. If and only after Executive retires from employment with ABM at age 65 or later and concluding no later than 10 years thereafter, ABM shall pay Executive $10,000 per year to assist Executive in purchasing health insurance for Executive and his spouse; provided, however, that such payment shall be reduced to $5,000 per year upon the death of Executive’s 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 (b) the end of the ten-year period. In the event that Executive retires, dies, or otherwise terminates employment prior to age 65, ABM shall have no obligations under this Paragraph 7E.

A.

GOOD FAITH. Executive shall not act in any way c