ABM INDUSTRIES
INCORPORATED
2002
PRICE-VESTED PERFORMANCE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS
AGREEMENT (the “Agreement”) dated as of ___day of ___,
200_, is entered into by and between ABM Industries Incorporated, a
Delaware corporation (the “Company”), and ___(the
“Optionee”).
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:
Subject
to the provisions of this Agreement and the Plan, the Company
hereby grants to the Optionee the right and option to purchase
___shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”) at an exercise price of
$_.___(the “Option”).
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2.
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Exercisability of
Options.
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a.
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The
Option may be exercised only to the extent it is vested.
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b.
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The
vested portion of the Option may be exercised, in whole or in part,
at the times and in the manner set forth in the Plan; provided,
however, that such vested portion shall not be
exercised:
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(1) before the first
(1st) anniversary of the Option’s date of grant,
(2) at any one time
for 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, and
(3) on or after the
tenth (10th) anniversary of the Option’s date of
grant.
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a.
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Subject to the limitations contained
in this Agreement and the Plan, unless the vesting of the Option is
accelerated as set below, the Option shall vest in full on the
close of business on the eight (8th) anniversary of its date of
grant.
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b.
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During the four-year period
commencing on its date of grant, the vesting of the Option shall
accelerate at such time as the Fair Market Value of the Common
Stock shall have been equal to or greater than the assigned Vesting
Price for ten (10) trading days in any
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period of thirty
(30) consecutive trading days. For purposes of this paragraph,
the “Vesting Price” means the following:
(1) $___for ___shares of
Common Stock subject to the Option.
(2) $___for ___shares of
Common Stock subject to the Option.
(3) $___for ___shares of
Common Stock subject to the Option.
(4) $___for ___shares of
Common Stock subject to the Option.
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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. In addition, nothing in this Agreement shall
obligate the Company or any of its Affiliates, their respective
shareholders, board of directors, officers or employees to continue
any relationship that the Optionee might have as a member of the
board of directors or consultant for the Company or an
Affiliate.
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5.
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Effect of Certain
Changes.
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If
any change is made to the Common Stock subject to the Option,
without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than
cash, stock split, liquidating dividend, combination of shares,
exchange of shares, or other transaction not involving the receipt
of consideration by the Company) the Committee shall appropriately
adjust the number of shares subject to the Options, the exercise
price per share and the Vesting Price. The Committee’s
determination 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 app
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