EXHIBIT 99.2
ABM INDUSTRIES INCORPORATED
“TIME-VESTED” NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS
AGREEMENT made and entered into this ___day of ___, by and between
ABM Industries Incorporated, a Delaware corporation (the
“Company”), and Employee Name, an employee (the
“Employee”) of the Company or of a subsidiary of the
Company (hereinafter included within the term
“Company”) within the meaning of Section 425(f) of the
Internal Revenue Code of 1986, as amended (the
“Code”),
W I T N E S S E T H
WHEREAS,
the Company has adopted the “Time-Vested” Incentive
Stock Option Plan (the “Plan”), providing for the
granting to its employees of stock options relating to shares of
its common stock (the “Common Stock”) and the
administering of the Plan by the Compensation Committee of the
Board of Directors (“Committee”); and
WHEREAS,
the Employee is an officer or key employee who is in a position to
make an important contribution to the long-term performance of the
Company;
NOW,
THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
The Company hereby grants to the Employee a non-qualified stock
option to purchase XXX shares of the Common Stock at the
price set forth in Paragraph 2, on the terms and conditions
hereinafter stated. In consideration of the grant of this option
and the other rights which are being concurrently granted to him,
the Employee hereby agrees to continue in the employment of the
Company for a period of at least one year from the date of grant of
this option.
2.
The purchase price per share is $XXXX .
3.
This option may not be exercised in whole or in part until ___. On
___, this option shall become exercisable with respect to twenty
(20) percent of the number of shares stated in
Paragraph 1. Upon the expiration of twelve (12) months
from ___this option may be exercised to the extent of twenty
(20) percent of the shares subject to the option plus the
shares as to which the right to exercise the option has previously
accrued but has not been exercised (for a total of 40%). Upon the
expiration of the next twelve (12) month period thereafter,
this option may be exercised to the extent of twenty
(20) percent of the shares subject to the option plus the
shares as to which the right to exercise the option has previously
accrued but has not been exercised (for a total of 60%). Upon the
expiration of the next twelve (12) month period thereafter,
this option may be exercised to the extent of twenty (20) percent
of the shares subject to the option plus the shares as to which the
right to exercise the option has previously accrued but has not
been exercised (for a total of 80%). Upon the expiration of the
next twelve (12) month period thereafter, this option will be
fully exercisable.
Notwithstanding
any other provision of this Agreement, this option is not
exercisable after the expiration of ten years from the date
hereof.
4.
The number of shares of Common Stock covered hereby and the price
per share thereof shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares
of Common Stock resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or
decrease in the number of issued and outstanding shares of Common
Stock effected without receipt of consideration by the
Company.
If
the Company shall be the surviving corporation in any merger or
consolidation, this option (to the extent that it is still
outstanding) shall pertain (unless the Committee determines the
provisions of the following
sentence are applicable to such
merger or consolidation) to and apply to the securities of which a
holder of the same number of shares of Common Stock that are
subject to the option would have been entitled. A dissolution or
liquidation of the Company, a merger or consolidation in which the
Company is not the surviving corporation or a “change in
control” of the Company (as defined below) (each a
“Terminating Transaction”) shall cause this option to
terminate, unless the agreement of merger or consolidation or any
agreement relating to a dissolution liquidation or change in
control shall otherwise provide, provided that the Employee in the
event of a Terminating Transaction which will cause his option to
terminate shall have the right immediately prior to such
Terminating Transaction to exercise this option in whole or in part
subject to every limitation on exercisability provided herein other
than the vesting provision set forth in Paragraph 3. For
purposes hereof, a “change in control” shall be deemed
to have occurred when (i) a person or group of persons
acquires fifty percent (50%) or more of the Company’s voting
securities, and (ii) the Board of Directors of the Company or
the Committee shall have determined that such a “change in
control” has occurred or the criteria for a “change in
control,” as established by the Board or Committee has been
satisfied.
