ABM INDUSTRIES INCORPORATED
“PRICE-VESTED” PERFORMANCE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT (“Agreement”) dated as of the Grant
Date between ABM Industries Incorporated, a Delaware
corporation (the “Company”), and Employee Name
(the “Optionee”).
The Company has adopted the ABM Industries Incorporated
“Price-Vested” Performance Stock Option Plan (the
“Plan”). The Plan is made a part hereof with the same
effect as if set forth in this Agreement. All capitalized terms
that are used herein and not otherwise defined shall have the
meanings set forth in the Plan.
In consideration of the mutual promises and covenants made herein
and the mutual benefits to be derived here from, the parties hereto
agree as follows:
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1.
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Grant of Options.
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Subject to the provisions of this
Agreement and to the Plan, the Company hereby grants to the
Optionee the right and option (the “Option”) to
purchase:
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a.
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XXXX shares of common stock
(“Common Stock”) of the Company at an exercise price of
$___ per share and a Vesting Price of $ ___ per
share,
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b.
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XXXX shares of Common Stock at an
exercise price of $___ per share and a Vesting Price of $
___ per share,
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c.
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XXXX shares of Common Stock at an
exercise price of $___ per share and a Vesting Price of $
___ per share, and
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d.
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XXXX shares of Common Stock at an
exercise price of $___ per share and a Vesting Price of $
___ per share.
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2.
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Exercisability of
Options.
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a.
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No
unvested and/or expired Option may be exercised, and
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b.
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any
unexpired vested Option may be exercised in whole or in part at the
times and in the manner set forth in the Plan; provided, however,
that an unexpired vested Option may not be exercised:
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(1)
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before the first (1
st
) anniversary of its
date of grant,
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(2)
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at
any one time as to fewer than 100 shares, or such number of shares
as to which such Option is then exercisable if such number of
shares is less than 100,
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(3)
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on
or after the tenth (10 th ) anniversary of its date of
grant.
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3.
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Vesting of Options.
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Each Option granted hereunder shall
vest in the circumstances set forth in the Plan or as set forth in
this paragraph. During the four-year period commencing on its date
of grant, each Option granted hereunder shall vest at such time as
the Fair Market Value of the Common Stock shall have been equal to
or greater than the Vesting Price with respect to such Stock Option
for ten (10) trading days in any period of thirty
(30) consecutive trading days. Any Stock Option that has not
vested on or before the close of business on the fourth (4th)
anniversary of its date of grant shall vest at the close of
business on the eighth (8th) anniversary of its date of grant, if
such Option has not previously terminated.
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4.
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No
Right to Employment.
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Nothing in this Agreement or the
Plan shall confer upon the Optionee any right to continue in the
employ of the Company or any of its Affiliates, or interfere in any
way with the right of the Company or any such Affiliate to
terminate such employment with or without cause at any time
whatsoever absent a written employment contract to the
contrary.
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5.
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Effect of Certain
Changes.
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a.
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If
there is any change in the number of issued shares of Common Stock
through the declaration of stock dividends, or through
recapitalization resulting in stock splits, or combinations or
exchanges of such shares, the number of Options granted pursuant to
this Agreement that have not been exercised or lapsed, and the
price per share of such Options shall be proportionately adjusted
by the Committee to reflect any increase or decrease in the number
of shares of Common Stock, provided, however, that any fractional
shares resulting from such adjustment shall be
eliminated.
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b.
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In
the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its
authorized shares with a par value into the same number of shares
with a different par value or without par value, the shares
resulting from any such change shall be deemed to be a Common Stock
within the meaning of this Agreement and the Plan.
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c.
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To
the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final,
binding and con
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