This Severance Agreement (this “Agreement”), dated as of December 13, 2005, is made
between ABM Industries, Incorporated, a Delaware corporation (the “Company”), and the individual
executing this Agreement as the Executive on the signature page (the “Executive”).
A. The Executive is a senior executive of the Company and has made and is expected to
continue to make major contributions to the short- and long-term profitability, growth and financial
strength of the Company;
B. The Company recognizes that the possibility of a Change in Control exists and that such
possibility, and the uncertainty it may create among management, may result in the distraction or
departure of management personnel, to the detriment of the Company and its stockholders,
including a reduction of the value received by stockholders in a Change in Control transaction;
C. The Company desires to assure itself of both present and future continuity of management
and to establish fixed severance benefits for certain of its senior executives, including the
Executive, applicable in the event of a Change in Control; and
D. The Company desires to provide additional inducement for the Executive to continue to
remain in the employ of the Company.
Accordingly, the Company and the Executive agree as follows:
1. Certain Defined Terms . In addition to terms defined elsewhere herein, the following terms
have the following meanings when used in this Agreement with initial capital letters:
(a) “After-Tax Amount” means the amount to be received by an Executive determined on an
after-tax basis taking into account the excise tax imposed pursuant to Section 4999 of the Code, or
any successor provision thereto, any tax imposed by any comparable provision of state law and
any applicable federal, state and local income and employment taxes.
(b) “Base Pay” means the Executive’s annual base salary rate as in effect at the time a