ABM INDUSTRIES INCORPORATED
“1996 PRICE VESTED” PERFORMANCE STOCK OPTION PLAN
(as amended and restated as of September 4, 2007)
1. PURPOSE; DEFINITIONS
The purpose of The Plan is to give ABM Industries Incorporated and its Affiliates a long-term stock
option plan to help in attracting, retaining and motivating 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:
(1) misconduct or any other willful or knowing violation of any Company policy or employment
(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 breach 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.
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. “Beneficiary” means a person designated as such by an Optionee or a Beneficiary for purposes of the Plan
or determined with reference to Section 5k hereof.
c. “Board” or “The Board” means the board of directors (“Directors”) of the Company