ABM INDUSTRIES
INCORPORATED
2002 PRICE-VESTED PERFORMANCE STOCK
OPTION PLAN
(as amended and restated June 7, 2005)
ABM Industries
Incorporated hereby establishes the ABM Industries Incorporated
2002 Price-Vested Performance Stock Option Plan (the
“Plan”), effective as of December 11, 2001. The
purpose of the Plan is to give ABM Industries Incorporated and its
Affiliates a long-term stock option plan to help in recruiting,
retaining motivating and rewarding senior executives, and to
provide the Company and its Affiliates with the ability to provide
incentives more directly linked to the profitability of the
Company’s businesses and increases in stockholder
value.
For purposes of
the Plan, the following terms are defined as set forth
below:
a.
“Affiliate” or “Affiliates” means any and
all subsidiary corporations or other entities controlled by the
Company and designated by the Committee from time to time as
such.
b.
“Board” or “the Board” means the board of
directors (“Directors”) of the Company.
(1) misconduct or any other willful or
knowing violation of any Company policy or employment
agreement,
(2) unsatisfactory performance such that
the Company notifies the Optionee of the Company’s intention
not to renew the Optionee’s employment agreement with the
Company,
(3) a
material breach by the Optionee of his or her duties as an employee
which is committed in bad faith or without reasonable belief that
such reach is in the best interests of the Company and its
affiliated companies (other than a breach arising from the failure
of the Optionee to work as a result of incapacity due to physical
or mental illness) and which is not remedied in a reasonable period
of time after receipt of written notice from the Company specifying
such breach, or
(4) the
conviction of the Optionee of a felony that has been affirmed on
appeal or as to which the period in which an appeal can be taken
has lapsed.
d.
“Change in Control” and “Change in Control
Price” have the meanings set forth in Sections 6b and 6c of
the Plan, respectively.
e.
“Code” or “the Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any
successor thereto.
f.
“Commission” or “the Commission” means the
Securities and Exchange Commission or any successor
agency.
g.
“Committee” or “the Committee” means the
committee referred to in Section 2 of the Plan.
h.
“Company” or “the Company” means ABM
Industries Incorporated, a Delaware corporation.
i.
“Disability” means the inability of the Optionee to
perform his or her duties as an employee on an active fulltime
basis as a result of incapacity due to mental or physical illness
which continues for more than ninety (90) days after the
commencement of such incapacity, such incapacity to be determined
by a physician selected by the Company or its insurers and
acceptable to the Optionee or the Optionee’s legal
representative (such agreement as to acceptability not to be
withheld unreasonably).
j.
“Eligible Person” has the meaning set forth in
Section 4 of the Plan.
k.
“Exchange Act” or “the Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time,
and any comparable successor provisions.
l. For the
purposes of this Plan, the term “fair market value,”
when used in reference to the date of grant of an option or the
date of surrender of Common Stock in payment for the purchase of
shares pursuant to the exercise of an option, as the case may be,
shall refer to the closing price of the Common Stock as quoted in
the Composite Transactions Index for the New York Stock Exchange,
on the day before such date as published in the “Wall Street
Journal,” or if no sale price was quoted in any such Index on
such date, then as of the next preceding date on which such a sale
price was quoted; provided, however, that when the term “fair
market value” is used in reference to the grant of an option
which is effective on a future date set by the Compensation
Committee, “fair market value” shall refer to the
closing price of the Common Stock as quoted in the Composite
Transactions Index for the New York Stock Exchange, on such
effective date as published in the “Wall Street
Journal.”
m.
“Non-Employee Director” shall mean a member of the
Board who qualifies as a Non-Employee Director as defined in
Rule 16b-3, and also qualifies as an “outside
director” for the purposes of Section 162(m) of the Code and
the regulations promulgated thereunder.
n.
“Optionee” shall mean any Eligible Person who has been
granted Stock Options under the Plan.
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o.
“Plan” or “the Plan” means the ABM
Industries Incorporated 2002 Price-Vested Performance Stock Option
Plan, as set forth herein and as hereinafter amended from time to
time.
p.
“Retirement” means retirement from active full-time
employment with the Company or any of its Affiliates at or after
age sixty-four (64).
q.
“Rule 16b-3” means Rule 16b-3, as promulgated
by the Commission under Section 16(b) of the Exchange Act, as
amended from time to time.
r.
“Stock” means common stock, par value $0.01 per share,
of the Company.
s. “Stock
Option” or “Option” means an option granted under
Section 5 of the Plan.
t.
“Termination of Employment” means the termination of an
Optionee’s employment with the Company or any of its
Affiliates, excluding any such termination where there is a
simultaneous reemployment by the Company or any of its Affiliates.
An Optionee shall be deemed to have terminated employment if he or
she ceases to perform services for the Company or any of its
Affiliates on an active full-time basis, notwithstanding the fact
that such Optionee continues to receive compensation or benefits
pursuant to an employment contract or other agreement or
arrangement with the Company or any of its Affiliates. A
non-medical leave of absence shall, unless such leave of absence is
otherwise approved by the Committee, be deemed a Termination of
Employment. An Optionee employed by an Affiliate of the Company
shall also be deemed to incur a Termination of Employment if that
Affiliate ceases to be an Affiliate of the Company, as the case may
be, and that Optionee does not immediately thereafter become an
employee of the Company or any other Affiliate of the
Company.
In addition,
certain other terms have definitions given to them as they are used
herein.
The Plan shall be
administered by the Executive Officer Compensation & Stock
Option Committee of the Board or such other committee of the Board,
composed solely of not less than two Non-Employee Directors, each
of whom shall be appointed by and serve at the pleasure of the
Board. If at any time no such committee(s) shall be in office, the
functions of the Committee specified in the Plan shall be exercised
by the Board.
The Committee
shall have all discretionary authority to administer the Plan and
to grant Stock Options pursuant to the terms of the Plan to senior
executives of the Company and any of its Affiliates.
Among other
things, the Committee shall have the discretionary authority,
subject to the terms of the Plan:
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a. to select
the Eligible Persons to whom Stock Options may from time to time be
granted;
b. to determine
the number of shares of Stock to be covered by each Stock Option
granted hereunder; and
c. to determine
the terms and conditions of any Stock Option granted hereunder
including, but not limited to, the option price (subject to
Section 5a of the Plan) and any vesting condition, restriction
or limitation based on such factors as the Committee shall
determine.
The Committee
shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan
as it shall, from time to time, deem advisable, to interpret the
terms and provisions of the Plan and any Stock Option issued under
the Plan (and any agreement relating thereto) and to otherwise
supervise the administration of the Plan.
The Committee may
act only by a majority of its members then in office, except that
the members thereof may authorize any one or more of their number
or any officer of the Company to execute and deliver documents on
behalf of the Committee.
Any determination
made by the Committee or pursuant to delegated authority pursuant
to the provisions of the Plan with respect to any Stock Option
shall be made in the sole discretion of the Committee or such
delegate at the time of the grant of the Stock Option or, unless in
contravention of any express term of the Plan, at any time
thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Company and plan participants, and shall be given the maximum
deference permitted by law.
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3.
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STOCK SUBJECT TO PLAN.
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Subject to
adjustment as provided herein, the total number of shares of Stock
available for grant under the Plan shall be four million
(4,000,000). No individual shall be eligible to receive Stock
Options to purchase more than 200,000 shares of Stock under the
Plan. Shares subject to a Stock Option under the Plan may be
authorized and unissued shares or may be treasury
shares.
If any Stock
Option terminates without being exercised, shares subject to such
Stock Option shall be available for further grants under the
Plan.
In the event of
any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, or extraordinary distribution with respect
to the Stock or other change in corporate structure affecting the
Stock, the Committee or the Board may make such substitution or
adjustments in the number, kind and option price of shares
authorized or outstanding as Stock Options, and/or such other
equitable substitution or adjustments as its may determine to
be
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appropriate in
its sole discretion; provided, however, that the number of shares
subject to any Stock Option shall always be a whole
number.
Senior executives
who are actively employed on a full-time basis by the Company or
any of its Affiliates, and who are responsible for or contribute to
the management, growth and profitability of the business of the
Company or any of Affiliates, are eligible to be granted Stock
Options under the Plan (“Eligible Persons”).
Any Stock Option
granted under the Plan shall be in the form attached hereto as
Annex “A”, which is incorporated herein and made a part
of the Plan, with such c
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