ABM INDUSTRIES INCORPORATED
2002 PRICE-VESTED PERFORMANCE STOCK OPTION PLAN
(as amended and restated September 4, 2007)
1. PURPOSE; DEFINITIONS.
ABM Industries Incorporated hereby establishes the ABM Industries Incorporated 2002 Price-Vested
Performance Stock Option Plan (the “Plan”), effective as of December 11, 2001. The purpose of the Plan is to
give ABM Industries Incorporated and its Affiliates a long-term stock option plan to help in recruiting, retaining
motivating and rewarding 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
For purposes of the Plan, the following terms are defined as set forth below:
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 **.
c. “Board” or “the Board” means the board of directors (“Directors”) of the Company.
d. “Cause” means:
(1) misconduct or any other willful or knowing violation of any Company policy or employment agreement,
(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 reach 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 convic