FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.21

FIRST AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective March 9, 2007, by and between George B. Sundby (“Executive”) and ABM Industries Incorporated (“ABM”) for itself and on behalf of its subsidiary corporations as applicable herein.

WHEREAS , Executive is serving as ABM’s Executive Vice President & Chief Financial Officer; and

WHEREAS, ABM plans to move its corporate headquarters to metropolitan New York City in 2008 and Executive has chosen not to relocate; and

WHEREAS , Executive and ABM desire to enter into an agreement under which Executive will continue to serve as Executive Vice President & Chief Financial Officer through the end of 2007 and assist in the training of the successor to his position; and

WHEREAS , ABM desires to change Executive’s compensation structure to provide him with additional incentives to continue to serve as its Chief Financial Officer during this period;

NOW THEREFORE , Executive and ABM agree to the following amendments to the Executive Employment Agreement between Executive and ABM dated July 12, 2005 (the “2005 Agreement”):

1.

Paragraph 3W shall be amended in its entirety to read as follows:

W.

Target Bonus shall mean 50% of Base Salary.

2.

Section 3 shall be amended by adding the following Paragraphs:

	AA.		“Health Insurance Contribution” means ABM’s contribution to provide group health insurance for Executive and excludes any payment by Executive for such coverage.
	BB.		“Severance Payment” means $540,000.

		Other capitalized terms used in this Amendment without definition shall have the meanings set forth in the 2005 Agreement.
3.		Paragraph 4 of the 2005 Agreement is amended in its entirety to read as follows:
		DUTIES & RESPONSIBILITIES. Executive shall perform the duties and responsibilities Executive Vice President & Chief Financial Officer and serve as the

		Principal Financial Officer as defined by the Securities and Exchange Commission. Executive shall report to the Chief Executive Officer and shall supervise and direct the Corporate Controller, Internal Audit and Safety Departments.
4.		Paragraph 5 of the 2005 Agreement is amended in its entirety to read as follows:
		TERM OF AGREEMENT. This agreement shall end on December 31, 2007, unless sooner terminated pursuant to Paragraph 16.
5.		Paragraph 7A of the 2005 Agreement is amended in its entirety to read as follows:

A.

SALARY. A salary paid in equal installments no less frequently than semi-monthly at the annual rate of $360,000.

6.

Paragraph 7B of the 2005 Agreement is amended in its entirety to read as follows:

B.

BONUS. Executive shall receive the following Bonus payments for Fiscal Year 2007:

	i.		Executive shall be entitled to receive a Bonus for the 2007 Fiscal Year equal to his Target Bonus.
	ii.		In the event of the timely filing of the Company’s Annual Report on Form 10-K and the continuing improvements in the Company’s control environment evidenced by an unqualified opinion by the Company’s independent auditors on management’s assessment of, and the effective operation of, internal control over financial reporting in such Annual Report, ABM shall pay executive an additional Bonus of $100,000.
	iii.		ABM shall pay Executive the Bonuses under Paragraphs 7.B.i and 7.B.ii, following completion of the audit of ABM’s financial statements for such Fiscal Year, and, in the event that such audit is completed in a timely manner, no later than January 15, 2008.
	iv.		In the event of Executive’s death or a termination of employment hereunder other than a termination by the Company under Paragraph 16B, ABM shall pay Executive, within 75 days thereafter, a prorated portion of the Bonuses payable under Paragraphs 7Bi and 7Bii (without any re