Set forth below are arrangements between ABM Industries Incorporated (the “Registrant”) and various of its
directors that are not set forth in a formal written document.
On October 18, 2004, the Governance Committee of the Board of Directors of the Registrant approved the
compensation of non-employee directors for its fiscal year beginning November 1, 2004. Non-employee
directors will receive an annual retainer of $36,000, and meeting fees of $2,000 for in-person Board and
Committee meetings, $2,000 for telephonic meetings of two or more hours, and $1,000 for telephonic meetings
of less than two hours. In addition, the Chair of the Audit Committee will receive an additional fee of 100% of the
applicable meeting fee for each Audit Committee meeting and each of the Chairs of the other Committees
(Governance Committee, Compensation Committee, and Executive Committee) will receive an additional fee of
50% of the applicable meeting fee for each meeting of his or her respective Committee. The fees to the
Committee Chairs took effect November 1, 2004, except for the Chair of the Executive Committee, which took
effect January 1, 2005.
Chairman of the Board Martinn Mandles, whose employment ended on November 1, 2004, will receive an
additional annual retainer for fiscal year 2005 of $36,000. In addition, Registrant will pay Mr. Mandles $50,000
in fiscal year 2005 for certain transition services.
As a result of the expected reduced frequency of meetings of the Executive Committee on a going forward
basis, effective January 1, 2005, Registrant made a lump sum retirement payment of $300,000 to Chairman of
the Executive Committee William Steele and terminated the annual consulting retainer of $100,000 paid to
Mr. Steele. The Registrant will continue to pay an annual fee of $100,000 to director Theordore Rosenberg, who
receives no fees for meetings of the Executive Committee.
These arrangements were the subject of a Form 8-K filed by the