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”),
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.
The
foregoing adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and
conclusive.
Notwithstanding
any provision of this Agreement or any other agreement to the
contrary, if any amount or benefit to be paid or provided under
this Agreement or any other agreement would be an Excess Parachute
Payment, but for the application of this sentence, then the
payments and benefits to be paid or provided under this agreement
and any other agreement will be reduced to the minimum extent
necessary (but in no event to less than zero) so that no portion of
any such payment or benefit, as so reduced, constitutes an Excess
Parachute Payment; provided, however, that the foregoing reduction
will not be made if such reduction would result in Employee’s
receiving an After-Tax Amount less than 90% of the After-Tax Amount
under this agreement or under any other agreement without regard to
this clause. Whether requested by the Employee or the Company, the
determination of whether any reduction in such payments or benefits
to be
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