ABM INDUSTRIES INCORPORATED
EXECUTIVE STOCK OPTION PLAN
(as amended and restated as of January 11, 2005)
As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates
to the contrary:
(a) “Board” shall mean the Board of Directors of the Company.
(b) “Committee” shall mean the Compensation Committee of the Board, or such other committee as the Board
may designate. The Committee shall consist of not fewer than three members of the Board. Each member of
the Committee shall be a “disinterested person” as defined in Rule 16b-3 under the Securities Exchange Act of
(c) “Company” shall mean ABM Industries Incorporated.
(d) For the purposes of this Plan, the term “fair market value,” when used in reference to the date of grant of an
option or the date of surrender of Stock in payment for the purchase of shares pursuant to the exercise of an
option, as the case may be, shall refer to the closing price of the Stock as quoted in the Composite
Transactions Index for the New York Stock Exchange, on the day before such date as published in the “Wall
Street Journal,” or if no sale price was quoted in any such Index on such date, then as of the next preceding
date on which such a sale price was quoted.
(e) “Nonemployee Director” shall mean a member of the Board who is neither an employee of the Company
nor of any Subsidiary.
(f) “Option” shall mean an option to purchase Stock granted to the provisions of Article VI hereof.
(g) “Optionee” shall mean an individual to whom an Option has been granted hereunder.
(h) “Plan” shall mean the ABM Industries Incorporated Executive Stock Option Plan, the terms of which are
set forth herein.
(i) “Stock” shall mean the Common Stock of the Company or, in the event that the outstanding shares of Stock
are hereafter changed into or exchanged for shares of a
different stock or securities of the Company or some other corporation, such other stock