EXHIBIT 10.3
ABM INDUSTRIES INCORPORATED
2002 PRICE-VESTED PERFORMANCE STOCK OPTION PLAN
(as amended and restated March 24, 2005)
1. PURPOSE;
DEFINITIONS.
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.
c.
“Cause” means:
(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 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 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.
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.
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.
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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.
2. ADMINISTRATION.
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:
a. to
select the Eligible Persons to whom Stock Options may from time to
time be granted;
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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.
3. STOCK SUBJECT TO
PLAN.
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 appropriate in its sole discretion; provided,
however, that the number of shares subject to any Stock Option
shall always be a whole number.
4. ELIGIBILITY.
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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”).
5. STOCK OPTIONS.
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 changes as the Committee may
from time to time approve which are consistent with the Plan. None
of the Stock Options granted under the Plan shall be
“incentive stock options” within the meaning of
Section 422 of the Code.
