Common use of Death or Disability Clause in Contracts

Death or Disability. Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. a. In the event of Executive’s employment hereunder 's death during the term of this Agreement, Employer shall automatically terminate upon pay to Executive's designated beneficiary, or if Executive has failed to designate a beneficiary, to his estate, an amount equal to Executive's base salary pursuant to Section 3 hereof through the end of the month in which Executive's death occurred plus an amount equal to ninety (90) days salary. Employer shall also continue to provide Executive's survivors with any benefits it provided Executive for such additional ninety (90) day period. b. In the event of Executive's disability during the term of this Agreement, Employer shall pay to Executive an amount equal to Executive's base salary pursuant to Section 3 hereof through the end of the month in which Executive's disability occurred plus an amount equal to six (6) months salary. Employer shall also continue to provide Executive with any benefits it provided Executive prior to his disability for a period of six (6) months following his disability and shall continue to pay the premiums on any life and disability policies provided by the Employer for the benefit of Executive prior to his disability. c. The compensation set forth in Sections a. and may b. of this Section 12 shall be terminated at the Company’s discretion as a result in lieu of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illnessany other benefits provided hereunder, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then except that (i) in the event of a change in control of the Employer as defined herein during the ninety (90) day or six (6) month periods described in Sections a. and b. of this Section 12, Executive, or, upon death, to Executive’s 's designated beneficiary or Executive's estate, as applicablethe case may be, shall be eligible entitled to receive the benefits of Section 10.b. hereof, and (Aii) any earned but unpaid Cash Bonus benefit payable pursuant to Section 3 shall be prorated and made available to Executive or his beneficiary or estate in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to his death or Disability disability. and (iiiii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form event of Executive's disability, Employer shall continue to pay the premiums on any life and disability policies provided by the Company and reasonably acceptable Employer for the benefit of Executive prior to Executivehis disability. The Employer may maintain insurance on its behalf to satisfy in whole or in part the obligations of this Section 12. d. Executive shall be deemed disabled if, but containing no further post-employment restrictions by reason of physical or covenants other than those to which Executive mental impairment, he is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date incapable of Executive’s termination performing his duties hereunder for a period of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement180 consecutive days.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal year that termination (to the extent the Compensation Committee has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically terminate upon the Executive’s death during the Employment Term (without regard to any Notice of Executive Termination), and the Company may be terminated at terminate the CompanyExecutive’s discretion as a result employment on account of the Executive’s Disability. . (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death, the Executive or the Executive’s estate and/or beneficiaries, as the case may be, shall be entitled to receive the Accrued Amounts and, the initial equity-based compensation award granted in September 2016 to the Executive pursuant to the 2016 Omnibus Incentive Plan (the “Initial Equity”) and any supplemental matching contributions pursuant to the 401(k) Make-up Plan shall become fully vested and will be paid or settled in accordance with their terms; provided, however, that any settlement or payment provisions of such Initial Equity or 401(k) Make-up Plan that are set forth in the applicable award agreement, plan and other applicable governing documents and that are required under Section 409A shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A. (c) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s Disability, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Sections 6-9 of this Agreement, the following: (i) An amount equal to two (2) times the Executive’s Base Salary for the year in which the Termination Date occurs, which amount shall be paid in substantially equal monthly installments beginning on the Payment Date and continuing through the end of the twelve (12)-month period beginning on the Termination Date; and (ii) the Initial Equity and any supplemental matching contributions pursuant to the 401(k) Make-up Plan shall become fully vested and will be paid or settled in accordance with their terms; provided, however, that any settlement or payment provisions of such Initial Equity or 401(k) Make-up Plan that are set forth in the applicable award agreement, plan and other applicable governing documents and that are required under Section 409A shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (d) For purposes of this Agreement, “Disability” means shall mean the Executive’s substantial inability inability, due to physical or mental incapacity, to substantially perform Executive’s essential his duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 one hundred eighty (180) days out of 365 consecutive days any three hundred sixty-five (365) day period. Any question as a result to the existence of a physical or mental illness, injury or impairment, all the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in good faith writing by a qualified independent physician mutually acceptable to the Executive and the Company. If Executive’s employment is terminated by the Executive and the Company due cannot agree as to Executive’s death or Disabilitya qualified independent physician, then (i) Executive, or, upon death, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which the Executive is already subject hereunder, shall be final and the release becoming irrevocable by its terms within sixty (60) calendar days following the date conclusive for all purposes of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his or her customary duties (with or without reasonable accommodation) by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his or her guardian) (or the Social Security Administration, where applicable) and me made in accordance with the Americans with Disabilities Act or other applicable law. In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his or her personal representative: (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned accrued but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior Base Salary for services rendered to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) any Annual Bonus for which the Executive completed the applicable calendar performance year but has not yet earned solely as a result of termination prior to the payment date (an “Annual Bonus Payout”). The Executive (or his or her estate) shall receive the payments provided herein at such times as he or she would have received them if there was no death or disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for the Disability Benefits Continuation Period indicated on the Schedule, subject to the terms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A (including any awards issued as defined in Section 22(a)) by an acquirer reason of Treasury Regulation Section 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to Section 409A, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Company may terminate Executive’s 's employment hereunder shall automatically terminate upon the due to death of Executive and may be or Disability (as defined below). If Executive's employment hereunder is terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then Executive (or Executive's estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of termination, (ii) a pro rata portion of the Annual Bonus, if any, payable for the period of Executive, or, upon death, 's employment during the fiscal year of the Company prior to Executive’s designated beneficiary 's termination of employment, (iii) any previously vested Stock Options and benefits, such as retirement benefits, in accordance with the terms of the plan or estateagreement pursuant to which such Stock Options or benefits were granted to Executive (items (i) through (iii) above collectively referred to as "ACCRUED EMPLOYMENT ENTITLEMENTS"), (iv) Executive's full Base Salary until the expiration of six months from the date on which Executive was first unable substantially to perform Executive's duties hereunder and, as of the last day of such six-month period, shall be entitled to receive a lump sum payment equal to an additional six months of Base Salary and (v) any benefits payable to Executive or Executive's beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company's expense, Executive and/or Executive's dependents shall be eligible entitled to receive (A) any earned but unpaid Cash Bonus continue to participate in respect the Company's welfare benefit plans and programs on the same terms as similarly situated actively-employed executives for a period of any completed fiscal year that has ended prior to twelve months from the date of such termination and (B) a prorated Target Cash Bonus based on termination. Executive and/or Executive's dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the length of performance in the applicable performance period prior to death or Disability and (ii) of Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: 's participation under any Stock Option or other incentive compensation plan (i) Executive having first signed a release agreement other than bonuses included in the form provided definition of Accrued Employment Entitlements) shall be governed by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsuch plans.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon If, during the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illnessTerm, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated (x) by reason of Executive’s death or (y) by the Company due for Disability, in addition to the Accrued Obligations, Executive shall receive the following compensation: i. The Company shall pay to Executive (or to Executive’s estate or designated beneficiary in the event of Executive’s death) a lump sum amount equal to (A) one (1) year of Base Salary in effect as of the Termination Date, plus (B) the annual bonus earned based on performance for the year immediately preceding the year in which the Termination Date occurs, to the extent such bonus had not been paid as of the Termination Date, plus (C) if the Termination Date occurs during the second, third or fourth quarter of a year, the Pro-Rata Bonus for that year. Such payment shall be made in a single cash payment on the Cash Severance Commencement Date, provided that on or before the Cash Severance Commencement Date, Executive has executed, and delivered a general waiver and release agreement in the form of Exhibit B, attached, or in a form and with substance satisfactory to the Company, that is no longer subject to revocation. If Executive is unable to execute and deliver such waiver and release agreement due to death or Disability, then (i) Executive, or, upon death, to the waiver and release agreement shall be executed and delivered by an authorized agent or representative of Executive and/or Executive’s designated beneficiary estate. ii. As to any outstanding, unvested Equity Incentive Compensation awards on the Termination Date that are not Performance-Based Awards, except to the extent that the applicable award agreement or estateequity compensation plan provides for better treatment and notwithstanding the terms of any applicable award agreements entered into after the Effective Date (unless such award agreements expressly reference this Agreement), as applicableExecutive shall immediately vest in such award. For any such awards that are Performance-Based Awards, vesting shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length terms of performance the applicable equity compensation plan and award agreement in accordance with Section 6.d. Vested stock options shall remain exercisable during the periods provided in the applicable performance period prior to death or Disability plan and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementaward agreement.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically terminate upon the Executive’s death during the Employment Term (without regard to any Notice of Executive Termination), and the Company may be terminated at terminate the CompanyExecutive’s discretion as a result employment on account of the Executive’s Disability. . (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death, the Executive or the Executive’s estate and/or beneficiaries, as the case may be, shall be entitled to receive the Accrued Amounts and, notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, plan or other agreement relating to equity-based compensation, all outstanding equity-based compensation, including, but not limited to, units, stock options, incentive stock options, performance shares, stock appreciation rights and restricted stock, granted to the Executive (including any matching contributions pursuant to the 401(k) Make‑up Plan) shall become fully vested and, to the extent applicable, exercisable for the remainder of their full term and otherwise will be paid or settled in accordance with their terms; provided, however, that (i) any settlement or payment provisions of such awards that are set forth in the applicable award agreement and other applicable governing documents and that are required under Section 409A shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A. (c) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s Disability, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Sections 6-9 of this Agreement, the following: (i) An amount equal to the one (1) times the Executive’s Base Salary for the year in which the Termination Date occurs, which amount shall be paid (A) in substantially equal monthly installments beginning on the Payment Date and continuing through the Restricted Period and (B) such amount less the aggregate payments made pursuant to clause (A) in a lump sum within ten (10) days following the end of the Restricted Period; and (ii) notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, plan or other agreement relating to equity-based compensation, all outstanding equity-based compensation, including, but not limited to, units, stock options, incentive stock options, performance shares, stock appreciation rights and restricted stock, granted to the Executive (including any matching contributions pursuant to the 401(k) Make‑up Plan) shall become fully vested and, to the extent applicable, exercisable for the remainder of their full term and otherwise will be paid or settled in accordance with their terms; provided, however, that (i) any settlement or payment provisions of such awards that are set forth in the applicable award agreement and other applicable governing documents and that are required under Section 409A shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (d) For purposes of this Agreement, “Disability” means shall mean the Executive’s substantial inability inability, due to physical or mental incapacity, to substantially perform Executive’s essential his duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 one hundred eighty (180) days out of 365 consecutive days any three hundred sixty‑five (365) day period. Any question as a result to the existence of a physical or mental illness, injury or impairment, all the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in good faith writing by a qualified independent physician mutually acceptable to the Executive and the Company. If Executive’s employment is terminated by the Executive and the Company due cannot agree as to Executive’s death or Disabilitya qualified independent physician, then (i) Executive, or, upon death, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which the Executive is already subject hereunder, shall be final and the release becoming irrevocable by its terms within sixty (60) calendar days following the date conclusive for all purposes of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. (a) The Company may terminate the Executive’s 's employment hereunder shall automatically terminate upon due to death or Disability (as defined below). If the death of Executive and may be Executive's employment hereunder is terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then the Executive (or the Executive's estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to the Executive through the date of termination, (ii) a pro-rata portion of the Annual Bonus, if any, payable for the period of the Executive, or, upon death, 's employment during the fiscal year of the Company prior to Executive’s designated beneficiary 's termination of employment, (iii) any previously vested stock options or estatebenefits, such as retirement benefits in accordance with the terms of the plan or agreement pursuant to which such benefits were granted to Executive (items (i) through (iii) above collectively referred to as "ACCRUED EMPLOYMENT ENTITLEMENTS"), (iv) the Executive's full Base Salary until the expiration of six months from the date on which the Executive was first unable substantially to perform Executive's duties hereunder and, as of the last day of such six-month period, shall be entitled to receive a lump sum payment equal to an additional six months of Base Salary and (v) any benefits payable to the Executive or Executive's beneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company's expense, the Executive and/or the Executive's dependents shall be eligible entitled to receive (A) any earned but unpaid Cash Bonus continue to participate in respect the Company's welfare benefit plans and programs on the same terms as similarly situated active employees for a period of any completed fiscal year that has ended prior to twelve months from the date the Executive was first unable to substantially perform the Executive's duties hereunder. The Executive and/or the Executive's dependents shall thereafter be entitled to any continuation of such termination and (B) a prorated Target Cash Bonus based on benefits provided under such benefit plans or by applicable law. Following the length of performance in the applicable performance period prior to death or Disability and of the Executive, the Executive's participation under any stock option or other incentive compensation plan (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement other than bonuses included in the form provided definition of Accrued Employment Entitlements) shall be governed by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsuch plans.

Death or Disability. The Company may terminate Executive’s employment hereunder shall automatically terminate upon for disability in the death of event Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability has been unable to perform Executive’s essential material duties and responsibilities under this Agreement hereunder for either 90 three (3) consecutive days or a total months because of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith incapacity by the Companygiving Executive notice of such termination while such continuing incapacity continues (a “Disability Termination”). If Executive’s employment is terminated by shall automatically terminate on Executive’s death. In the event Executive’s employment with the Company due to terminates during the Employment Term by reason of Executive’s death or Disabilitya Disability Termination, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and termination: (Bi) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death any restricted stock awards, RSUs, Options, Warrants or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares Shares that would have become earned and vested if solely due to the target level passage of performance was met. In time during the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: twenty-four (i24) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following month period beginning on the date of Executive’s termination of employment; and death or Disability Termination shall immediately vest; (ii) the Company shall, within fourteen (14) days of the date Executive’s continued compliance with employment is terminated, pay and provide Executive (or in the event of Executive’s death, Executive’s estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all continuing obligations other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 3 and 4 hereof (collectively, items under this Agreementclause (i) are referred to as “Accrued Benefits”); and (iii) the Company shall pay to Executive at the time other senior executives are paid under any cash bonus or long-term incentive plan, including but not limited in no event later than March 15th of the year following the year in which Executive’s employment is terminated, a pro-rata bonus equal to those set forth the amount Executive would have received if Executive’s employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of days in Section 5. Thereaftereach respective bonus period prior to Executive’s termination and the denominator is the number of days in the bonus period (the “Prorated Bonus”); provided, however, that at the time of death or Disability Termination, Executive and Executive’s designated beneficiary or estateis on pace to achieve the performance milestones necessary to be eligible for such bonus. (iv) the Executive will continue to participate in the performance bonus plan, as applicable, shall not have any other rights or claims under this Agreementin accordance with the terms of the plan until such plan has expired.

Death or Disability. ExecutiveIf Recipient’s employment hereunder shall automatically terminate upon with the death of Executive and may be Company is terminated at any time prior to the Vesting Date because of death or disability, Recipient shall be entitled to receive a pro-rated award to be paid as soon as reasonably practicable following such event. The term “disability” means a medically determinable physical or mental condition of Recipient resulting from bodily injury, disease, or mental disorder which is likely to continue for the remainder of Recipient’s life and which renders Recipient incapable of performing the job assigned to Recipient by the Company or any substantially equivalent replacement job. For purposes of calculating the pro-rated award under this Section 3.3, the TSR Payout Factor and the ROCE Payout Factor shall both be calculated as if the Performance Period ended on the last day of the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any most recently completed fiscal year that has ended quarter prior to the date of such termination death or disability. For this purpose, the TSR for the Company and (B) a prorated Target Cash Bonus each Peer Group Company for any partial fiscal year shall be determined based on the length closing market prices of performance in its stock for the applicable performance twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of death or Disability disability, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (iie.g., multiplied by 4/3 if the partial period is three quarters) Executive’s thenand the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined. The number of Performance Shares to be issued as a pro-outstanding equity-based awards rated award under the Equity Plan (including any awards issued this Section 3.3 shall be determined by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to multiplying the number of shares that would have become earned and vested if Performance Shares determined after applying the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement modifications described in the form provided preceding sentences by a fraction, the numerator of which is the number of days Recipient was employed by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, since the beginning of the Performance Period and the release becoming irrevocable by its terms within sixty (60) calendar denominator of which is the number of days following in the date period from the beginning of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited the Performance Period to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementthe Vesting Date.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at is unable to substantially engage in the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total Duties by reason of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or the Executive’s guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of the Company due to Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or the Executive’s personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, orany accrued but unpaid expenses required to be reimbursed under this Agreement and any accrued paid time off (the “Accrued Payments”), upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive and (Aii) any earned but unpaid Cash Annual Bonus in respect for any prior period and the Annual Bonus for the year of any completed fiscal year that has ended prior such termination, prorated to the date of such termination and (B) a prorated Target Cash Bonus determined based on actual performance for such year and payable when bonuses are paid to all Company executives for such year). The Executive or the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In legally appointed guardian, as the case of Disabilitymay be, Executive’s eligibility shall have up to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following 12 months from the date of termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term. The Executive (or the Executive’s termination of employment; and (iiestate) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, shall receive the payments provided herein at such times as the Executive and Executive’s designated beneficiary would have received them if there was no death or estate, as applicable, shall not have any other rights or claims under this Agreementdisability.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal year that termination (to the extent the Compensation Committee has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically terminate upon the Executive’s death during the Employment Term, and the MHC or the Bancorp may terminate the Executive’s employment with the MHC or the Bancorp on account of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means . (b) If the Executive’s substantial inability to perform employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the pro-rata annual bonus, if any, that the Executive would have earned for the year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the MHC’s or the Bancorp’s similarly situated executives, but in no event later than 2-1/2 months following the end of the calendar year in which the Termination Date occurs. (c) For purposes of this Agreement, Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Bank’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to substantially perform his essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days any 365-day period; provided however, in the event the MHC or the Bancorp temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the MHC or the Bancorp and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of a physical the Executive’s Disability as to which the Executive and the MHC or mental illness, injury or impairment, all as the Bancorp cannot agree shall be determined in good faith writing by a qualified independent physician mutually acceptable to the CompanyExecutive and the MHC or the Bancorp. If Executive’s employment is terminated by the Company due Executive and the MHC or the Bancorp cannot agree as to Executive’s death a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the MHC or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, the Bancorp and the Executive shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect final and conclusive for all purposes of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon If the death Executive incurs a Separation from Service by reason of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then Disability during the Employment Period: (i) Executive, or, upon death, The Accrued Obligations shall be paid to the Executive’s designated beneficiary estate or estatebeneficiaries or to the Executive, as applicable, within thirty days after the Executive’s Separation from Service (or any shorter period prescribed by law) or, in the case of payments or benefits described in Section 5(a)(i)(B) above, as such payments or benefits become due; (ii) In addition to the Accrued Obligations, subject to the Executive’s (or his estate’s) execution and delivery to the Employer of a Release within forty-five (45) days after the Executive’s Separation from Service and non- revocation of such Release, the Executive (or his estate or beneficiaries, if applicable) shall be eligible entitled to receive the following payments and benefits (Athe “Death/Disability Payments”): (1) the RPUs shall vest in full upon the Executive’s Separation from Service and shall convert into Units as set forth in the applicable award agreement; and (2) the CPUs shall vest and convert into Units as set forth in the applicable award agreement. In addition, except for any earned CPUs or other performance-vesting awards, any other equity and/or long-term incentive awards awarded on or after the Commencement Date shall fully vest on the date of the Executive’s Separation from Service, with any vested awards which are exercisable remaining exercisable for the remainder of their original terms and any awards subject to Code Section 409A remaining payable in accordance with the terms of the applicable award agreement; (B) For a period of eighteen (18) months following the date on which the Executive incurs a Separation from Service, but in no event longer than the COBRA Period, the Executive and the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits as if the Executive’s employment had not been terminated at the same cost to the Executive (or the Executive’s estate or dependents) as immediately prior to the Date of Termination provided that the Executive or his dependents, if applicable, properly elect continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s (or his estate’s or dependents’) sole expense; provided, however, that (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Employer is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof); (C) The Pro-Rata Bonus, payable in the calendar year following the calendar year in which the Executive’s Separation from Service occurs, but in no event later than the fifteenth day of the third month following the end of the calendar year in which the Date of Termination occurs; and (D) Any unpaid Cash Annual Bonus that would have become payable to the Executive pursuant to Section 3(b)(ii) hereof in respect of any completed fiscal calendar year that has ended prior to ends on or before the Date of Termination, had the Executive remained employed through the payment date of such termination and (B) a prorated Target Cash Bonus based on the length of performance Annual Bonus, payable in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under calendar year in which the Equity Plan (including any awards issued by an acquirer or successor to ABM Separation from Service occurs, but in exchange or substitution for no event later than the date in such awards) (x) that calendar year on which annual bonuses are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect paid to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementPeer Executives generally.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon If the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by reason of the Company due to Executive’s death or DisabilityDisability during the Employment Period: i. If the Executive dies during the Term, then the obligations of the Company to or with respect to the Executive shall terminate in their entirety, except as otherwise provided under this Section. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (i) Executive, or, upon deathif none apply, would have been so eligible under the most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s designated beneficiary employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. ii. Upon death or estateother termination of employment by virtue of disability, as applicable, (a) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be eligible have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary and other benefits (Abut excluding any bonuses except as provided in the Bonus Program or in clause (b) any below) earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (b) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the accrued and earned Executive’s Annual Salary (as in effect on the effective date of such termination termination) payable no later than 30 days after such termination; and (Bc) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to this Agreement shall otherwise terminate upon such death or Disability other termination of employment and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not there shall be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested no further rights with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: Executive hereunder (i) Executive having first signed a release agreement in the form except as provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement8.16).

Death or Disability. If, during the Term (including, for the avoidance of doubt, on the Automatic Expiration Date), Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then Executive, or in the event of Executive’s death, Executive’s heirs, if any, shall be entitled to (i) Executivethe payments provided under Section 5(a)(ii); provided that, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible Executive must have been employed for at least 90 days of the applicable performance period to receive such payment; and (ii) (A) any earned but unpaid Cash Bonus in respect accelerated vesting of any completed fiscal year that has ended prior the Company long-term incentive awards granted on or following the Commencement Date to the date of such termination extent provided in Sections 5(a)(iii)(A) and 5(a)(iii)(B) and (B) a prorated Target Cash Bonus based accelerated vesting of any outstanding Company restricted shares or RSUs granted on the length Commencement Date pursuant to the Transaction Agreement in respect of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding ATK equity-based awards under (including, for the Equity Plan avoidance of doubt, ATK restricted shares, restricted share units and performance shares). Any outstanding unvested long-term incentive awards, regardless of form or when granted, that do not vest pursuant to this Section 5(d)(ii) shall automatically terminate and be immediately forfeited as of the Date of Termination. All vested stock options granted on or following the Commencement Date (including any awards issued by an acquirer those that accelerate vesting as described in Section 5(a)(iii)(A) or successor (B) but excluding those described in the following sentence) shall remain exercisable for 90 days following the Date of Termination (or if earlier, the applicable expiration date thereof) and then shall automatically terminate and be forfeited. All vested stock options that were granted on the Commencement Date pursuant to ABM the Transaction Agreement in exchange respect of ATK stock options shall remain exercisable for three years following the Date of Termination (or substitution for such awardsif earlier, the applicable expiration date thereof) (x) that are subject to time-based vesting will not and then shall automatically terminate and be forfeited but will become immediately fully vested forfeited. Vested RSUs shall be settled no later than the 60th calendar day following the Date of Termination, and (y) that are subject to earned performance-based vesting for then-ongoing performance periods awards shall immediately become fully vested with respect be settled at the same time as such awards are paid to similarly situated executives; and (iii) the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementAccrued Benefits.

Death or Disability. In the event that the Executive’s employment hereunder shall automatically terminate upon and the death Employment Term end on account of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days death or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated termination by the Company due to the Executive’s death or Disability, then (i) Executive, or, upon death, to the Executive’s designated beneficiary estate or estatethe Executive, as applicable, shall be eligible entitled to receive the following: (Ai) any earned and unpaid Base Salary through the date of termination; (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination; (iii) all other accrued and vested payments, benefits or fringe benefits to which the Executive is entitled in accordance with the terms and conditions of the applicable compensation or benefit plan, program or arrangement of the Company (collectively, Sections 7(a)(i) through 7(a)(iii) hereof shall be hereafter referred to as the “Accrued Benefits”); (iv) any earned but unpaid Cash Annual Bonus with respect to a calendar year ending on or preceding the date of termination, payable as provided in respect Section 4 hereof (without regard to any continued employment requirement); and (v) subject to the Executive’s continued compliance with the obligations in this Agreement (in the event of any completed fiscal year that has ended a termination by the Company due to the Executive’s Disability), a monthly amount equal to the Base Salary rate (as in effect immediately prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM termination), which amount shall be paid in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect cash to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or his estate, as applicable, shall not have any other rights or in equal installments commensurate with the Company’s regularly scheduled payroll in accordance with the payment procedures set forth in Section 3 for six (6) months, commencing on the first regularly scheduled payroll date following the date the general release of claims under this Agreementin Section 8 is effective and irrevocable (only with respect to a termination by the Company due to the Executive’s Disability); provided, however, that if the sixty (60)-day period in which the release of claims must be effective and irrevocable begins in one tax year and ends in a later tax year, the payments will commence on the first payroll date following the effective date of the release of claims that begins in the later tax year.

Death or Disability. ExecutiveUpon the death or Disability of Employee, Employee’s employment hereunder with Company shall automatically terminate upon with no further obligation under this Agreement of either party hereunder, except that Employee shall be entitled to receive all (i) accrued but unpaid Base Salary earned by, but not paid to, Employee prior to Employee’ termination date; (ii) any accrued, but unused, vacation as of Employee’s termination date; (iii) any accrued or owing but not yet paid vested benefits as of Employee’s termination date, in accordance with the death governing terms of Executive the plans, programs and may award agreements; and (iv) any amounts owing to Employee for reimbursement of expenses properly incurred by Employee prior to Employee’s termination date (collectively, the “Accrued Benefits”). Except as otherwise provided under the terms of the applicable benefit plans, programs and award agreements, the Accrued Benefits will be terminated at paid within 30 days following Employee’s termination date. For purposes of this Agreement, a “Disability” shall exist if the physical or mental disability or infirmity qualifies as a long-term disability under the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability then applicable long-term disability insurance policy for employees and Employee is eligible to receive benefits under such long-term disability insurance policy, or if no such policy is then in effect or Employee is not eligible for such benefits, Employee is unable to perform Executivethe essential functions of Employee’s essential duties and responsibilities under this Agreement for either 90 consecutive days position, with reasonable accommodation, due to an illness or a total of 120 days out of 365 consecutive days as a result of a physical or mental illnessimpairment or other incapacity that continues for a period in excess of 120 days, injury whether or impairment, all as determined not consecutive. The determination of whether Employee has incurred a Disability will be made in good faith by a qualified, independent physician selected by the Company’s then applicable long-term disability insurance policy carrier and approved by Employee or Employee’s representatives (which approval shall not be unreasonably withheld or delayed). If Executive’s employment is terminated by For purposes of clarity, a Disability does not include the violation of any of the policies of the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth listed in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement7(a)(ii).

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically terminate upon the Executive’s death during the Executive’s employment under this Agreement, and the Company may terminate the Executive’s employment on account of the Executive’s Disability (as defined below). (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) pay for any of the Executive’s accrued but unpaid Base Salary and may the Executive’s accrued but unused vacation as of the date of death or Disability; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Executive’s date of death or Disability, if the Executive was still employed by the Company on the last day of the preceding fiscal year; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be terminated at subject to and paid in accordance with the Company’s discretion expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as a result of the date of the Executive’s death or Disability. . (c) For purposes of this Agreement, “Disability” means shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s substantial inability inability, due to physical or mental incapacity, to substantially perform Executive’s all of the essential duties and responsibilities under this Agreement Agreement, with or without reasonable accommodation, for either 90 consecutive days or a total of 120 one hundred eighty (180) days out of 365 any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days days; provided however, in the event the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of a physical or mental illness, injury or impairment, all the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in good faith writing by a qualified independent physician mutually acceptable to the Executive and the Company. If Executive’s employment is terminated by the Executive and the Company due cannot agree as to Executive’s death or Disabilitya qualified independent physician, then (i) Executive, or, upon death, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which the Executive is already subject hereunder, shall be final and the release becoming irrevocable by its terms within sixty (60) calendar days following the date conclusive for all purposes of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. Executive’s employment hereunder under this Agreement shall terminate automatically terminate upon Executive’s death. Executive’s spouse, if the death spouse survives Executive, or, if not, Executive’s estate shall receive (i) any unpaid base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any benefits vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter sub-sections (i) and (ii) collectively are referred to as the “Accrued Obligations”). If Company determines in good faith that “Incapacity” (as defined below) of Executive has occurred, it may terminate Executive’s employment and may be terminated at the Company’s discretion as a result this Agreement upon ninety (90) days’ written notice, provided that, within ninety (90) days after receipt of such notice, Executive shall not have returned to full-time performance of Executive’s Disabilityassigned duties. In the event of a termination due to “DisabilityIncapacity,” means Company shall pay the Accrued Obligations to Executive. For purposes of this Agreement, “Incapacity” shall occur if (i) Executive is unable to perform the material functions of Executive’s substantial inability position for thirteen (13) consecutive weeks and is then deemed to perform be permanently unable to continue in the Position by a physician selected by Company or its insurer, and acceptable to Executive or Executive’s essential duties legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Company for the benefit of Executive (and responsibilities under others if a group policy). Notwithstanding any other provision in this Agreement for either 90 consecutive days or a total Agreement, Company shall comply with all requirements of 120 days out of 365 consecutive days as a result of a physical or mental illnessthe Americans with Disabilities Act. Further, injury or impairment, all as determined in good faith by the Company. If if Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and “Incapacity,” then no payments (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60Accrued Obligations described above) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreementshall be owed or paid, including but not limited to those set forth in under Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement7(a).

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in any substantial gainful activity by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal termination (to the extent the Board has set a formula and it can be calculated), and (iv) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year that has ended prior to from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, the Equity Plan Executive shall receive any benefits (including any awards issued by an acquirer except perquisites) to which the Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estateCompany, as applicablethe case may be, shall not have for one year, subject to the terms of any other rights applicable plan or claims under this Agreementinsurance contract and applicable law.

Death or Disability. Executive’s employment shall be deemed to terminate automatically on the date of Executive’s death, and the Company may by written notice to Executive terminate Executive’s employment on account of his Total Disability effective as of the date of such notice. For purposes hereof, Executive shall be deemed to experience a “Total Disability” if Executive is considered totally disabled under any group disability plan maintained by the Company and in effect at that time, or in the absence of any such plan, Executive shall be deemed to experience a Total Disability if he shall have been unable to perform his duties hereunder on a full-time basis for 90 consecutive days or longer, or for shorter periods aggregating 120 days in any 360-day period. In the event of any dispute under this Section 7(a), Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. In the case of a Total Disability, until the Company shall have terminated Executive’s employment hereunder in accordance with the foregoing, Executive shall automatically terminate upon be entitled to receive compensation provided for herein notwithstanding any such Total Disability. In the death event of Executive and may be terminated at the Company’s discretion as a result termination of Executive’s employment on account of his death or Total Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities , neither Executive nor his personal representative will have any rights or claims against the Company under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days except as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then follows: (i) Executive, or, upon death, to Executive’s designated beneficiary Executive (or estatehis estate or representative, as applicable, ) shall be eligible to receive paid (A) any earned but unpaid Cash Bonus in respect portion of any completed fiscal year that has ended prior to his Base Salary computed on a pro rata basis through the date of such his termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and any unreimbursed expenses; (ii) All other of Executive’s then-outstanding equity-based awards accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Equity Plan Company in which Executive is then participating at the time of his termination; and (including any awards issued by an acquirer or successor to ABM iii) in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: Total Disability only, (iA) Executive having first signed a release agreement in the form provided by the Company shall continue Executive’s medical benefits coverage existing at the time of his termination for as long as permissible under the Company’s health benefits policies (not to exceed 60 days) and reasonably acceptable the Company further agrees to pay Executive’s COBRA premiums for six months thereafter, with such premiums to provide for coverage at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of Executive, but containing no further post-employment restrictions or covenants other than those to which excluding any applicable tax consequences for Executive) as in effect for Executive is already subject hereunderat the time of termination, and (B) Executive shall further receive a lump-sum payment, within 30 days after the release becoming irrevocable by its terms within sixty (60) calendar days following effective date of termination, equal to the date aggregate amount of Executive’s Base Salary as in effect immediately prior to such termination that would be payable over a period of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsix months following the effective date of such termination.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon Subject to paragraph (e) below, and notwithstanding anything to the death of Executive and may be terminated at contrary contained herein, in the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result event of a physical termination of your employment during the Term by reason of your death or mental illnessDisability (as defined below), injury or impairmentthen, all as determined subject to Section 7(d) below, in good faith by addition to any other accrued amounts payable to you through the Company. If Executive’s employment is terminated by Termination Date, the Company due to Executive’s death will pay and provide you (or Disability, then your estate or legal representative) with the following payments and benefits: (i) Executivepayable within 60 days after your Termination Date, or, upon death, a lump-sum severance payment in an amount equal to Executive’s designated beneficiary or estate, the sum of (w) your annual base salary as applicable, shall be eligible to receive in effect on the Termination Date plus (Ax) any earned but unpaid Cash Bonus in respect of any completed your maximum annual bonus for the fiscal year that has ended prior to in which the date of such termination and Termination Date occurs, plus (By) a prorated Target Cash Bonus based on the length of performance in Stub Year Bonus, plus (z) the applicable performance period prior to death or Disability and Prior Year Bonus, if any; and (ii) Executive’s then-to the extent that any outstanding Company stock options or other equity-based awards issued to you under the Equity Plan Company’s equity incentive plans (including other than any awards issued by an acquirer or successor to ABM in exchange or substitution for such awardsClass C profits interest units of the Operating Partnership) (x) that are subject to vesting based on continued employment or the lapse of time, such awards shall become vested and exercisable immediately prior to the Termination Date; (iii) to the extent that any outstanding Company stock options or other equity-based vesting will not be forfeited but will become immediately fully vested and (y) that awards issued to you under the Company’s equity incentive plans are subject to performance-vesting based vesting on the satisfaction of performance goals, such awards shall remain outstanding and eligible to vest following the Termination Date in accordance with the terms of the applicable award agreement. Without limiting the generality of the foregoing, you shall continue to be deemed to be a Service Provider under, and you shall not be deemed to have incurred a termination of service for then-ongoing performance periods shall immediately become fully vested purposes of, that certain Class C Profits Interest Units Agreement, dated October 27, 2005 (the “2005 Class C Agreement”), that certain Class C Profits Interest Units Agreement, dated May 2, 2007 (the “2007 Class C Agreement”) and any future award agreement evidencing future grants of Class C profits interests (together with respect the 2005 Class C Agreement and the 2007 Class C Agreement, the “Class C Agreements”) until all Class C profits interest units issued pursuant to the number applicable Class C Agreement that ultimately satisfy the Performance Condition (as defined in the applicable Class C Agreement), if any, vest. For purposes of shares that would have become earned and vested if clarification, this Section 7(c)(iii) shall be applicable whether your termination occurs prior to or following the target level of performance was metMeasurement Date (as defined in the applicable Class C Agreement). In addition, if this Section 7(c)(iii) is applicable and any Restricted Stock is otherwise to be issued under Section 4.1 of the case 2005 Class C Agreement or Section [4.1] of Disabilitythe 2007 Class C Agreement (or any analogous section of any future Class C Agreement), Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by fully-vested, unrestricted Common Stock of the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date shall be granted in lieu of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsuch Restricted Stock.

Death or Disability. Executive’s employment hereunder (a) If the Employee dies, this Agreement shall automatically terminate upon terminate. In such event, the Employee's legal representative shall be entitled to receive from the Company (i) such death of Executive and may be terminated benefit payment, if any, as is provided under the Company's personnel policies in effect at the time of his death for payment to legal representatives of the Company’s discretion 's executive employees generally, and (ii) all other employee benefits earned by the Employee that have fully accrued and vested but not been paid as of the date of the Employee's death (including any earned but unpaid vacation pay). (b) If the Employee suffers a permanent disability (as hereinafter defined), the Company may terminate this Agreement by giving written notice to the Employee. For the purposes hereof, "permanent disability" shall mean a "permanent disability" as defined in any long-term disability policy maintained by the Company which covers Employee and, in the event that the Company does not maintain a long-term disability policy covering Employee, "permanent disability" shall mean any illness, injury or infirmity which renders or is reasonably expected to render the Employee unable to perform his duties hereunder for a period of ninety (90) days in any three hundred and sixty (360) day period. The Company shall give the Employee thirty (30) days' advance notice of termination in the event the termination occurs as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental an illness, injury or impairment, all as determined in good faith by infirmity which is reasonably expected to render the CompanyEmployee unable to perform his duties hereunder for the aforesaid period. If Executive’s employment is terminated by In the event the Company and the Employee do not agree that the Employee is suffering from an illness, injury or infirmity which is reasonably expected to render the Employee unable to perform his duties hereunder for the aforesaid period, then the Chairman of the Board of Trustees of the Trust and the Employee (or the Employee's legal representative if the Employee is unable to act) shall together select a licensed physician who shall, within thirty (30) days from the date upon which he or she is selected, make a conclusive determination as to whether or not the Employee is suffering from a permanent disability. In the event that the parties are unable to agree upon the selection of a physician, the Employee (or the Employee's legal representative if the Employee is unable to act) and the Company shall each separately select, within fifteen (15) days from the date such disagreement arises, a licensed physician. Together, the physicians so selected shall designate a third licensed physician who shall, within fifteen (15) days from the date of his selection, make the conclusive determination as to whether or not the Employee is suffering from a permanent disability. In the event of a termination due to Executive’s death or Disabilitypermanent disability, then the Employee shall be entitled to receive from the Company (i) Executivesuch disability benefits, or, upon death, to Executive’s designated beneficiary or estateif any, as applicableare provided to the Employee under the Company's personnel policies generally in effect at the time of the termination of this Agreement, shall be eligible to receive and (Aii) all other employee benefits earned by the Employee that have fully accrued and vested but not been paid at the time of the termination of this Agreement (including any earned but unpaid Cash Bonus in respect vacation pay) at such times as payments are required under the terms of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementPlan.

Death or Disability. The Company may terminate Executive’s 's employment for disability in the event Executive has been unable to perform his material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate on Executive's death. In the event Executive's employment with the Company terminates during the Employment Term by reason of Executive's death or a Disability Termination, then upon the death date of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then such termination: (i) any Options or Shares that would have vested solely due to the passage of time during the twenty-four (24) month period beginning on the date of Executive's death or Disability Termination shall immediately vest; (ii) the Company shall, orwithin fourteen (14) days of the date Executive's employment is terminated, upon pay and provide Executive (or in the event of Executive's death, to Executive’s designated beneficiary or 's estate, as applicable, shall be eligible to receive ) (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to Base Salary through the date of such termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 3 and 4 hereof (collectively, items under this clause (i) are referred to as "Accrued Benefits"); and (iii) the Company shall pay to Executive at the time other senior executives are paid under any cash bonus or long-term incentive plan, but in no event later than March 15th of the year following the year in which Executive's employment is terminated, a prorated Target Cash Bonus based on pro-rata bonus equal to the length amount Executive would have received if Executive's employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of performance days in the applicable performance each respective bonus period prior to Executive's termination and the denominator is the number of days in the bonus period (the "Prorated Bonus"); provided, however, that at the time of death or Disability and (ii) Executive’s then-outstanding equity-based awards under Termination, Executive is on pace to achieve the Equity Plan (including any awards issued by an acquirer or successor performance milestones necessary to ABM in exchange or substitution be eligible for such awardsbonus. (iv) (x) that are subject the Executive will continue to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement participate in the form provided by performance bonus plan, in accordance with the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and terms of the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementplan until such plan has expired.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon In the death of Executive and may be terminated at the Company’s discretion as a result event of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness's death, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due and/or the Bank shall pay to Executive’s death or Disability's designated beneficiary, then or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) in the event of a change in control of the Company as defined herein, Executive, or, upon death, to Executive’s 's designated beneficiary or his estate, as applicablethe case may be, shall be eligible entitled to receive the benefits of Section 10(b) hereof, and (Aii) any earned but unpaid Cash Bonus benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death his death. The Company may maintain insurance on its behalf to satisfy in whole or Disability and (ii) Executive’s then-outstanding equity-based awards under in part the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to obligations of the number of shares that would have become earned and vested if the target level of performance was metSection 8. In the case event of DisabilityExecutive's disability, as hereinafter defined, the Company shall pay to Executive an amount equal to the difference, if any, between Executive’s 's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the long-term disability insurance policy which the Company presently maintains for the benefit of Executive. Payments by the Company hereunder, if any, shall be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive shall be entitled to the disability benefits provided by this Section if, by reason of physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to both the Board of Directors of the Bank and Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the foregoing is conditioned on: (i) terms and conditions of the disability insurance policy carried on the Executive having first signed a release agreement in the form provided by the Company or the Bank, he shall be deemed to be disabled as provided herein without further proof. Executive shall make himself available for and reasonably acceptable submit to Executive, but containing no further post-employment restrictions or covenants other than those such examinations by said physician as may be directed from time to which Executive is already subject hereunder, and time by the release becoming irrevocable by its terms within sixty (60) calendar days following the date physician. Failure to submit to any such examination shall constitute a material breach of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. (i) Executive’s employment shall automatically terminate upon Executive’s death. The Company may terminate Executive’s employment hereunder shall automatically terminate upon in the death of Executive and may be terminated at the Company’s discretion as a result event of Executive’s Disability. “Disability” means (as defined below) upon 30 days’ written notice to Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result . In the event of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If termination of Executive’s employment is terminated hereunder by reason of death or by reason of Disability, the Company due shall pay to Executive’s death Executive or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or her estate, as applicable, shall be eligible to receive (A) any earned accrued but unpaid Cash Base Salary, accrued but unused vacation time, unreimbursed business expenses, and unpaid Annual Bonus in respect of for any completed fiscal year that has ended prior to the date year of such termination termination, and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior Executive or her estate shall be entitled to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect receive employee benefits pursuant to the number terms of shares the benefit plans and programs applicable to terminated employees (collectively, the “Accrued Rights”). The Accrued Rights shall be payable on their normal payment dates; provided that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, accrued but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms unused vacation time shall be paid within sixty (60) calendar 30 days following the date of termination of Executive’s employment. In addition, Executive shall be entitled to a pro-rata portion of the Annual Bonus for the fiscal year of termination based on actual results of the Company, which amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the fiscal year during which Executive was employed by the Company, and shall be paid at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of employment; and the calendar year in which such fiscal year ends (the “Pro-Rata Bonus”). (ii) Executive’s continued compliance with all continuing obligations under For purposes of this Agreement, including but “Disability” means Executive has been physically or mentally incapable for 6 consecutive months to perform her material duties hereunder. Any question as to the existence of the Disability of Executive as to which the Company and Executive shall not limited agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company (and if Executive and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those set forth two physicians shall select a third physician who shall make such determination in Section 5writing, which shall be final and conclusive for all purposes of this Agreement). ThereafterIn connection therewith, Executive and Executive’s designated beneficiary or estate, agrees to submit to any medical examination(s) as applicable, shall not have any other rights or claims under this Agreementmay be reasonably requested by the Company for such purpose.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal year that termination (to the extent the Compensation Committee has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. The Employment Term and Executive’s employment hereunder shall automatically will terminate upon Executive’s death or Disability. Upon termination of Executive’s employment for either death or Disability, Executive or Executive’s estate, as the death of case may be, will be entitled to receive any Accrued Obligations and health benefits as described in section 7(b). In addition, Executive and or Executive’s estate, as the case may be, may be terminated granted (i) additional vesting of then-unvested stock or stock options, as applicable, (ii) a proportional amount of any earned and unpaid Annual Bonus based on Executive’s performance through the date of termination, (iii) severance payments as described in section 7(b); provided, however, that any payments of items (i), (ii), and (iii) will be conditioned upon Executive (or Executive’s estate) and Executive’s spouse (if Executive has one at the time), executing, and not revoking, a general release of claims and affirmation of Executive’s other continuing obligations under this Agreement in a form acceptable to and provided by the Company (including without limitation unconditional release, representations that no claims have been filed, confidentiality, nondisparagement, transition, no admission, etc.). Upon termination of Executive’s employment due to death or Disability pursuant to this Section, Executive or Executive’s estate, as the case may be, will have no further rights to any compensation or any other benefits under this Agreement except as noted in this section. All other benefits, if any, due Executive following Executive’s termination for death or Disability will be determined in accordance with the Company’s discretion as a result plans and practices. For purposes of Executive’s Disability. this Agreement, “Disability” means Executive’s substantial inability to perform one or more of the essential functions of Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company job due to Executive’s death physical or Disabilitymental impairment, with or without reasonable accommodation as required by law, for any period aggregating more than 120 days in any 365 consecutive day period. If the Company determines that Executive has become Disabled, the Company shall notify Executive of its determination. Executive may then (i) Executive, or, upon death, request an accommodation from the Company to assist in his return to work. The Company will determine whether Executive’s designated beneficiary or estate, as applicable, shall request can be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by accommodated without undue hardship no later than 30 days after Executive requests an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was metaccommodation. In the case of Disability, event Executive’s eligibility to receive request cannot be accommodated, the foregoing is conditioned on: (i) Executive having first signed a release agreement Company may, by notice given in the form manner provided in this Agreement, terminate the status of Executive as an executive and employee of the Company. Any such termination shall become effective 30 days after such notice of termination is given, unless within such 30 day period, Executive becomes capable of rendering services of the character contemplated hereby (and a physician chosen by the Company so certifies in writing) and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementfact resumes such services.

Death or Disability. In the event that the Executive’s employment hereunder shall automatically terminate upon ends on account of the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 6(a)(i) through 6(a)(iii) hereof to be paid within thirty (30) days following termination of employment, or such earlier date as may be required by applicable law): (i) Executiveany unpaid Annual Base Salary earned through the date of termination; (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination; (iii) all other accrued and vested payments, orbenefits or fringe benefits required to be paid or provided to the Executive under the applicable plans or by law, upon deathincluding without limitation, payment for all accrued vacation (collectively, Sections 6(a)(i) through 6(a)(iii) hereof shall be hereafter referred to as the “Accrued Benefits”); and (iv) provided Executive is in full compliance with his obligations under Exhibits A and B attached hereto and Executive or the Executive’s designated beneficiary or estate, as applicablethe case may be, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior executes, returns to the date Company and does not revoke the release and waiver of such termination and (B) a prorated Target Cash Bonus based on the length of performance claims in the form attached hereto as Exhibit C (with such changes as may be required in order to reflect or comply with applicable performance period prior laws at such time, as determined by the Company in its reasonable judgment, the “Release and Waiver”) and the Release and Waiver becomes effective pursuant to death its terms and conditions, all within sixty (60) days following termination of employment, then the Company shall also provide Executive or Disability and (ii) the Executive’s then-estate, as the case may be, with the following: A. Full vesting of all outstanding unvested equity-based awards under awards, including the portions of Annual Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) Incentive Awards, that are solely subject to time-based vesting will not be forfeited but will become immediately fully on the date of such termination, and Executive or the Executive’s estate, as the case may be, shall have twelve (12) months after termination of employment to exercise all stock options that were vested at the time of such termination of employment and all stock options that vest pursuant to this Section 6(a)(iv)(A) in connection with such termination (y) provided such stock options shall remain subject to the maximum original term and expiration of such stock options). B. Vesting of the portions of all outstanding unvested Annual Equity Incentive Awards that are solely subject to performance-based vesting on the date of such termination, with such vesting determined based on actual performance against the applicable performance goals established for then-ongoing performance periods shall immediately become fully vested with respect the applicable awards, as determined at the time and in the manner applicable to such awards pursuant to the number of shares that would have become earned applicable stock plans and vested award agreements, with such awards remaining outstanding through the date such vesting is determined. Notwithstanding the foregoing, if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement any such awards are in the form provided by of stock options, such stock options shall remain outstanding until such time as Executive or the Company and reasonably acceptable to Executive’s estate, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunderas the case may be, and shall have twelve (12) months after the release becoming irrevocable by its terms within sixty (60) calendar days following the date later of Executive’s termination of employment; , or the vesting of the applicable stock options, to exercise such stock options that were vested at the time of such termination of employment and such stock options that vest pursuant to this Section 6(a)(iv)(B) in connection with such termination (iiprovided such stock options shall remain subject to the maximum original term and expiration of such stock options). C. Vesting of all outstanding unvested equity-based awards that are solely subject to performance-based vesting on the date of such termination other than Annual Equity Incentive Awards (typically referred to by the Company as “LTIPs”), with such vesting determined based on actual performance against the applicable performance goals established for the applicable awards through the date that is two (2) years following Executive’s continued compliance termination of employment, subject to the maximum original term and expiration of the applicable award (the “Performance Vesting End Date”), as determined at the time and in the manner applicable to such awards pursuant to the applicable stock plans and award agreements, with all continuing obligations under this Agreementsuch awards remaining outstanding through the date such vesting is determined, including but not limited to those set forth exceed the Performance Vesting End Date; provided, if the Performance Vesting End Date falls in Section 5the middle of a performance/vesting period applicable to an award, the total shares that shall vest in relation to such performance period shall be pro-rated based on the number of days between the first day of the performance/vesting period and the Performance Vesting End Date. ThereafterNotwithstanding the foregoing, if any such awards are in the form of stock options, such stock options shall remain outstanding until such time as Executive and or the Executive’s designated beneficiary or estate, as applicablethe case may be, shall not have any other rights twelve (12) months after the later of Executive’s termination of employment, or claims under the vesting of the applicable stock options, to exercise such stock options that were vested at the time of such termination of employment and such stock options that vest pursuant to this AgreementSection 6(a)(iv)(C) in connection with such termination (provided such stock options shall remain subject to the maximum original term and expiration of such stock options).

Death or Disability. Executive’s employment If your Service terminates because of your death, then your shares of Restricted Stock will immediately become fully vested. If your Service terminates because of your Disability, then your shares of Restricted Stock will immediately become fully vested, Escrow The certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Corporation to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Corporation, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary of the Corporation. All regular cash dividends on the Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the event of any stock dividend, stock split, recapitalization or other change affecting the Corporation's outstanding common stock as a class effected without receipt of consideration or in the event of a stock split, a stock dividend or a similar change in the Corporation Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Stock shall be immediately delivered to the Secretary of the Corporation to be held in escrow hereunder, but only to the extent the Stock is at the time subject to the escrow requirements hereof. The shares of Stock held in escrow hereunder shall automatically terminate upon be subject to the death following terms and conditions relating to their release from escrow or their surrender to the Corporation for cancellation: If your interest in the shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your request, in accordance with the following schedule: • The release of Executive any vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the date on which such shares first become vested. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be terminated at the Company’s discretion due as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities the vesting of Stock acquired under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was metgrant. In the case event that the Corporation determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Disabilityshares arising from this grant, Executive’s eligibility the Corporation shall have the right to receive require such payments from you, or withhold such amounts from other payments due to you from the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions Corporation or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementAffiliate.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at is unable to substantially engage in the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total Duties by reason of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or the Executive’s guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of the Company due to Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or the Executive’s personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination and any accrued but unpaid expenses required to be reimbursed under this Agreement and any accrued paid time off (the “Accrued Payments”), or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive and (Aii) any earned but unpaid Cash Annual Bonus in respect for any prior period and the Annual Bonus for the year of any completed fiscal year that has ended prior such termination, prorated to the date of such termination and (B) a prorated Target Cash Bonus determined based on actual performance for such year and payable when bonuses are paid to all Company executives for such year). The Executive or the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In legally appointed guardian, as the case of Disabilitymay be, Executive’s eligibility shall have up to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following 12 months from the date of termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term. The Executive (or the Executive’s termination of employment; and (iiestate) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, shall receive the payments provided herein at such times as the Executive and Executive’s designated beneficiary would have received them if there was no death or estate, as applicable, shall not have any other rights or claims under this Agreementdisability.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon In the death of Executive and may be terminated at the Company’s discretion as a result event of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness's death, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due and/or the Bank shall pay to Executive’s death or Disability's designated beneficiary, then or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) in the event of a change in control of the Company as defined herein, Executive, or, upon death, to Executive’s 's designated beneficiary or his estate, as applicablethe case may be, shall be eligible entitled to receive the benefits of Section 10(b) hereof, and (Aii) any earned but unpaid Cash Bonus benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death his death. The Company or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer Bank may maintain insurance on its behalf to satisfy in whole or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to part the number obligations of shares that would have become earned and vested if the target level of performance was metSection 8. In the case event of DisabilityExecutive's disability, as hereinafter defined, the Company and/or the Bank shall pay to Executive an amount equal to the difference, if any, between Executive’s 's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the long-term disability insurance policy which the Company presently maintains for the benefit of Executive. Payments by the Company or the Bank hereunder, if any, shall be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive shall be entitled to the disability benefits provided by this Section if, by reason by physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to both the Board of Directors of the Bank and Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the foregoing is conditioned on: (i) terms and conditions of the disability insurance policy carried on the Executive having first signed a release agreement in the form provided by the Company or the Bank, he shall be deemed to be disabled as provided herein without further proof. Executive shall make himself available for and reasonably acceptable submit to Executive, but containing no further post-employment restrictions or covenants other than those such examinations by said physician as may be directed from time to which Executive is already subject hereunder, and time by the release becoming irrevocable by its terms within sixty (60) calendar days following the date physician. Failure to submit to any such examination shall constitute a material breach of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits at the time of his death, the monetary portion of Executive’s Severance Benefits shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Benefit Period (as defined in Section 8) remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits that include the continuation of health, medical, dental, vision or pharmaceutical insurance benefits (as described in Section 8), and Executive’s surviving spouse is covered by such health, medical, dental, vision or pharmaceutical insurance benefits through Rural/Metro at the time of Executive’s death, then such coverage of Executive’s surviving spouse shall continue throughout the balance of the Benefit Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled,” Executive’s employment hereunder and Rural/Metro’s obligation to pay Executive’s Base Salary (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall continue for a period of six (6) months from the date as of which Executive is determined to have become Disabled, at which point, Executive’s employment hereunder shall automatically terminate upon the death of cease and terminate. Executive and may shall be terminated at the Company’s discretion as considered “Disabled” or to be suffering from a result of Executive’s Disability. “Disability” means Executive’s substantial inability for purposes of this Section 7 if Executive is unable, after any reasonable accommodations required by the Americans with Disabilities Act or other applicable law, to perform Executive’s the essential duties and responsibilities under this Agreement for either 90 consecutive days or a total functions of 120 days out of 365 consecutive days as a result his position because of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case absence of Disability, Executive’s eligibility agreement between Rural/Metro and Executive as to receive whether Executive is Disabled or suffering from a Disability (and the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to date as of which Executive became Disabled), such determinations shall be made by a licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the determination of the physician selected by Rural/Metro, the two physicians shall select a third physician. The decision of the third physician concerning whether Executive is already subject hereunder, Disabled or suffering from a Disability (and the release becoming irrevocable by its terms within sixty (60date as of which Executive became Disabled) calendar days following the date of Executive’s termination of employment; shall be binding and (ii) Executive’s continued compliance with conclusive on all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementinterested parties.

Death or Disability. (a) The Employment Term and Executive’s employment hereunder shall terminate automatically upon Executive’s death during the Employment Term, and Company or Executive may terminate upon the death of Executive Employment Term and may be terminated at the CompanyExecutive’s discretion as a result employment hereunder on account of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. . (b) If Executive’s employment is terminated by during the Company due to Employment Term on account of Executive’s death or Disability, then Executive (or Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, The Accrued Amounts (which amounts shall be eligible to receive (A) any earned but unpaid Cash Bonus paid in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and accordance with Section 5.1); (ii) Executive’s then-outstanding equity-based awards under An amount equal to the Equity Plan (including any awards issued by an acquirer or successor bonus awarded to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested Executive with respect to the Fiscal Year prior to termination of his employment pursuant to this Section 5.3(b) (the “Prior Year Bonus”) to the extent not previously paid to Executive; (iii) An amount equal to the Prior Year Bonus multiplied by a fraction, the numerator of which shall be the number of shares whole months elapsed in the Fiscal Year in which the termination of his employment occurs and the denominator of which shall be 12 (the “Pro Rata Bonus”); and (iv) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the applicable equity incentive plans and the applicable award agreements and Section 4.3 of this Agreement. (c) For purposes of this Agreement, “Disability” shall mean Executive is entitled to receive long-term disability benefits under Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, for 180 days out of any 365-day period; provided however, in the event that would have become earned and vested if the target level Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of performance was met. In the case of Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided employment shall not be deemed terminated by the Company and reasonably acceptable Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive, but containing no further post-employment restrictions or covenants other than those ’s Disability as to which Executive is already subject hereunder, and the release becoming irrevocable Company cannot agree shall be determined in writing by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited a qualified independent physician mutually acceptable to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estateCompany. If Executive and Company cannot agree as to a qualified independent physician, as applicable, each shall not have any other rights or claims under appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Company and Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. Executive’s Your employment hereunder shall automatically immediately terminate on the date of your death or upon ten (10) days’ prior written notice by the death of Executive and may be terminated at Company for “Disability” (as defined in the Company’s discretion long-term disability plan as a result of Executive’s Disability. “Disability” means Executive’s substantial inability in effect from time to perform Executive’s essential duties and responsibilities time or, if no such plan is in effect, as defined under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days Code Section 409A (as a result of a physical or mental illnessdefined in Section 19 below)); provided, injury or impairmenthowever, all as determined in good faith by the Company. If Executive’s employment is terminated by nothing herein shall give the Company the right to terminate you prior to discharging its obligations, if any, under the Family and Medical Leave Act (“FMLA”), the Americans with Disabilities Act (“ADA”) or any other applicable law. Upon your termination due to Executive’s death or Disability, then you (or your estate or legal representative, if applicable) shall be entitled to the following payments and benefits: (i) Executiveany unpaid Base Salary through the date of termination, orreimbursement for any unreimbursed business expenses under the Company’s expense reimbursement policy incurred through the date of termination and any accrued but unused vacation time in accordance with Company policy, upon deathpayable within thirty (30) days following such termination of employment, (ii) your prorated annual bonus earned in the year in which the termination occurs, payable when such annual bonuses are paid to Executive’s designated beneficiary or estateother executive employees of the Company; (iii) full vesting of options awarded by the Company, as applicable, which you shall be eligible have six (6) months to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to exercise from the date of such termination termination; (iv) all other vested payments, benefits or fringe benefits to which you shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, the benefits described in Sections 7(a)(i) and 7(a)(ii) hereof shall be hereafter referred to as the “Accrued Benefits”), and (Bv) a prorated Target Cash Bonus based on the length continued payment of performance your Base Salary as in the applicable performance period effect immediately prior to death or Disability and your termination for six (ii6) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for consecutive months following such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementtermination.

Death or Disability. (a) The Executive's employment hereunder shall terminate automatically upon the Executive's death during the Executive’s employment hereunder under this Agreement, and the Company may terminate the Executive's employment on account of the Executive's Disability (as defined below). (b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall automatically terminate upon be entitled to receive the following: (i) pay for any of the Executive’s accrued but unpaid Base Salary and the Executive’s accrued but unused vacation as of the date of death or Disability; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Executive’s date of death or Disability, if the Executive was still employed by the Company on the last day of the preceding fiscal year; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be terminated at entitled under the Company’s discretion 's Employee Benefit Plans as a result of the date of the Executive’s death or Disability. . (c) For purposes of this Agreement, “Disability” means shall mean the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive’s substantial inability 's inability, due to physical or mental incapacity, to substantially perform Executive’s all of the essential duties and responsibilities under this Agreement Agreement, with or without reasonable accommodation, for either 90 consecutive days or a total of 120 one hundred eighty (180) days out of 365 any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days days; provided however, in the event the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of a physical or mental illness, injury or impairment, all the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in good faith writing by a qualified independent physician mutually acceptable to the Executive and the Company. If Executive’s employment is terminated by the Executive and the Company due cannot agree as to Executive’s death or Disabilitya qualified independent physician, then (i) Executive, or, upon death, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which the Executive is already subject hereunder, shall be final and the release becoming irrevocable by its terms within sixty (60) calendar days following the date conclusive for all purposes of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits at the time of his death, Executive’s Base Salary shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Severance Period (as defined in Section 9) remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits including the continuation of health insurance benefits (as described in Section 9), and Executive’s surviving spouse is covered by a group health insurance policy through Rural/Metro at the time of Executive’s death, the health insurance coverage of Executive’s surviving spouse shall continue throughout the balance of the Severance Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled”, Executive’s employment hereunder and Rural/Metro’s obligation to pay Executive’s Base Salary (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall continue for a period of six (6) months from the date as of which Executive is determined to have become Disabled, at which point, Executive’s employment hereunder shall automatically terminate upon the death of cease and terminate. Executive and may shall be terminated at the Company’s discretion as considered “Disabled” or to be suffering from a result of Executive’s Disability. “Disability” means Executive’s substantial inability for purposes of this paragraph 8 if Executive is unable, after any reasonable accommodations required by the Americans with Disabilities Act or other applicable law, to perform Executive’s the essential duties and responsibilities under this Agreement for either 90 consecutive days or a total functions of 120 days out of 365 consecutive days as a result his position because of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case absence of Disabilityagreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (and the date as of which Executive became Disabled) will be determined by a licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the determination of the physician selected by Rural/Metro, the two (2) physicians shall select a third (3rd) physician. The decision of the third (3rd) physician concerning Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company Disability then shall be binding and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with conclusive on all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementinterested parties.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated due to his death or is terminated by the Company due to Executive’s death or Disability, then Disability during the Term of Employment: (i) Executivethe Company shall pay to Executive (or his beneficiaries) any accrued but unpaid Base Salary earned through the Date of Termination, orpayable in accordance with the regular payroll practices applicable to senior executives of the Company; (ii) at the time that the Bonus would otherwise be paid in accordance with Section 4(b) hereof, upon death, the Company shall pay to Executive’s designated beneficiary Executive (or estate, as applicable, shall be eligible to receive (Ahis beneficiaries) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended preceding the year in which such termination occurs (the “Accrued Bonus”); (iii) the Company shall reimburse Executive pursuant to Section 4(e) for any business expenses incurred through, but not reimbursed prior to, the Date of Termination; (iv) within ten (10) days following the Date of Termination, the Company shall pay to Executive a payment for his accrued but unused vacation through the Date of Termination; (v) the Company shall pay or provide to Executive such vested accrued benefits, if any, as to which Executive may be entitled under the Company’s employee benefit plans and programs applicable to Executive as of the Date of Termination (other than any severance pay plan), which shall be paid or provided in accordance with the terms of the applicable plan or program (clauses (i) — (v) collectively referred to as the “Accrued Obligations”); (vi) Executive or his beneficiary, legal representative or estate shall receive an amount equal to the date product of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) and (y), where (x) is the Bonus, if any, that are subject would have been paid to time-Executive in respect of the year in which such termination occurred, based vesting will not be forfeited but will become immediately fully vested on actual performance for the year of termination, and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to is a fraction, the numerator of which is the number of shares that would have become earned and vested if the target level of performance days Executive was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided employed by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to during the calendar year in which Executive is already subject hereunder, such termination occurred and the release becoming irrevocable denominator of which is the number of days in such year (the “Pro Rata Bonus”), to be paid at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of the year in which such termination occurred; and (vii) All vested stock options and other exercisable awards then held by its terms within sixty (60) calendar days Executive shall remain exercisable for a period of one year following the date Date of Executive’s termination of employment; Termination and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, unvested equity awards held by Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementimmediately be forfeited without consideration.

Death or Disability. The Company may terminate the Executive’s employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”). The Executive’s employment shall automatically terminate upon on the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disabilitydeath. “Disability” means In the event the Executive’s substantial inability to perform employment with the Company terminates during the term of this Agreement by reason of the Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days death or a total of 120 days out of 365 consecutive days as a result of a physical Disability Termination, then upon and immediately effective as of the Date of Termination: (a) the Executive shall be fully and immediately vested in his unvested Stock Options, Performance Warrants and any other options or mental illness, injury or impairment, all as determined in good faith equity awards granted by the Company. If Parent to the Executive, that are unvested on the Date of Termination so that such Stock Options, Performance Warrants and equity awards are fully and immediately exercisable by the Executive; (b) the Company shall promptly pay and provide the Executive (or in the event of the Executive’s employment is terminated by death, the Company due to Executive’s death or Disability, then estate): (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect Base Salary and any outstanding and accrued regular and special vacation pay through the Date of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and Termination; (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested unpaid Annual Bonus, Discretionary Bonus, Performance Cash Bonus and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination; (iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination; and (iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, if any, (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as “Accrued Benefits”); and (c) the Company shall pay to the Executive (or in the event of the Executive’s death, the Executive’s estate) immediately upon the Date of Termination, or, if not determinable at such time, no later than the time specified in Section 3.6(a), a pro rata Annual Bonus, Performance Cash Bonus and Discretionary Bonus equal to the amount the Executive would have received if his employment continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of shares that would have become earned and vested if days in each respective bonus period prior to the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination and the denominator is the number of employment; and days in the bonus period (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementthe “Prorated Bonus”).

Death or Disability. Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated due to his death or is terminated by the Company due to Executive’s death or Disability, then Disability during the Term of Employment: (i) Executivethe Company shall pay to Executive (or his beneficiaries) any accrued but unpaid Base Salary earned through the Date of Termination, orpayable in accordance with the regular payroll practices applicable to senior executives of the Company; (ii) at the time that the Bonus would otherwise be paid in accordance with Section 4(b) hereof, upon death, the Company shall pay to Executive’s designated beneficiary Executive (or estate, as applicable, shall be eligible to receive (Ahis beneficiaries) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended preceding the year in which such termination occurs (the “Accrued Bonus”); (iii) the Company shall reimburse Executive pursuant to Section 4(f) for any business expenses incurred through, but not reimbursed prior to, the Date of Termination; (iv) within ten (10) days following the Date of Termination, the Company shall pay to Executive a payment for his accrued but unused vacation through the Date of Termination; (v) the Company shall pay or provide to Executive such vested accrued benefits, if any, as to which Executive may be entitled under the Company’s employee benefit plans and programs applicable to Executive as of the Date of Termination (other than any severance pay plan), which shall be paid or provided in accordance with the terms of the applicable plan or program (clauses (i) — (v) collectively referred to as the “Accrued Obligations”); (vi) Executive or his beneficiary, legal representative or estate shall receive an amount equal to the date product of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) and (y), where (x) is the Bonus, if any, that are subject would have been paid to time-Executive in respect of the year in which such termination occurred, based vesting will not be forfeited but will become immediately fully vested on actual performance for the year of termination, and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to is a fraction, the numerator of which is the number of shares that would have become earned and vested if the target level of performance days Executive was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided employed by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to during the calendar year in which Executive is already subject hereunder, such termination occurred and the release becoming irrevocable denominator of which is the number of days in such year (the “Pro Rata Bonus”), to be paid at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of the year in which such termination occurred; and (vii) All vested stock options and other exercisable awards then held by its terms within sixty (60) calendar days Executive shall remain exercisable for a period of one year following the date Date of Executive’s termination of employment; Termination and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, unvested equity awards held by Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementimmediately be forfeited without consideration.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon If the death Executive incurs a Separation from Service by reason of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then Disability during the Employment Period: (i) Executive, or, upon death, The Accrued Obligations shall be paid to the Executive’s designated beneficiary estate or estatebeneficiaries or to the Executive, as applicable, within thirty days after the Executive’s Separation from Service (or any shorter period prescribed by law) or, in the case of payments or benefits described in Section 5(a)(i)(B) above, as such payments or benefits become due; (ii) In addition to the Accrued Obligations, subject to the Executive’s (or his estate’s) execution and delivery to the Employer of a Release within forty-five (45) days after the Executive’s Separation from Service and non- revocation of such Release, the Executive (or his estate or beneficiaries, if applicable) shall be eligible entitled to receive the following payments and benefits (Athe “Death/Disability Payments”): (1) the RPUs shall vest in full upon the Executive’s Separation from Service and shall convert into Units as set forth in the applicable award agreement; and (2) the CPUs shall vest and convert into Units as set forth in the applicable award agreement. In addition, except for any earned CPUs or other performance-vesting awards, any other equity and/or long-term incentive awards awarded on or after the Commencement Date shall fully vest on the date of the Executive’s Separation from Service, with any vested awards which are exercisable remaining exercisable for the remainder of their original terms and any awards subject to Code Section 409A remaining payable in accordance with the terms of the applicable award agreement; (B) For a period of twenty-four (24) months following the date on which the Executive incurs a Separation from Service, but in no event longer than the COBRA Period, the Executive and the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits as if the Executive’s employment had not been terminated at the same cost to the Executive (or the Executive’s estate or dependents) as immediately prior to the Date of Termination provided that the Executive or his dependents, if applicable, properly elect continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s (or his estate’s or dependents’) sole expense; provided, however, that (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Employer is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof); (C) The Pro-Rata Bonus, payable in the calendar year following the calendar year in which the Executive’s Separation from Service occurs, but in no event later than the fifteenth day of the third month following the end of the calendar year in which the Date of Termination occurs; and (D) Any unpaid Cash Annual Bonus that would have become payable to the Executive pursuant to Section 3(b)(ii) hereof in respect of any completed fiscal calendar year that has ended prior to ends on or before the Date of Termination, had the Executive remained employed through the payment date of such termination and (B) a prorated Target Cash Bonus based on the length of performance Annual Bonus, payable in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under calendar year in which the Equity Plan (including any awards issued by an acquirer or successor to ABM Separation from Service occurs, but in exchange or substitution for no event later than the date in such awards) (x) that calendar year on which annual bonuses are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect paid to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, ExecutiveEmployer’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsenior executive officers generally.

Death or Disability. In the event of the Executive’s Death or Disability (defined below), the Executive’s employment hereunder shall automatically terminate upon immediately terminate. The Companies shall have no further liability or obligation to the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by connection with the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disabilityhereunder, then except for (i) Executiveany accrued, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive unpaid Base Salary through the date of termination; (Aii) any earned but unpaid Cash accrued, unused Annual Vacation through the date of termination (excluding any Carryover Vacation); any payments or benefits provided under the terms and conditions of the employee benefit plans of the Company in which the Executive is a participant on the date of termination, including, the Bonus in respect of Plan, the LTIP (or any completed fiscal year that has ended awards granted thereunder) or the OTIP; (iv) any unreimbursed expenses properly incurred prior to the date of such termination termination; and (Bv), except in case of a termination by the Companies for Cause or resignation by the Executive without Good Reason, any Annual Bonus earned for the year prior to the year of termination but not yet paid as of the date of termination (collectively, the “Accrued Obligations”). The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. In addition, the Company will pay the Executive or his estate a prorated Target Cash Annual Bonus based on for the length year of performance in termination payable at the same time as bonuses would otherwise be payable under the Company’s Annual Bonus Plan, subject to the achievement of applicable performance goals of the Company for the performance period. For purposes of this Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his job for the Companies on a full-time basis for at least ninety (90) days in a calendar year, but in no event less than the period prior of time required for the Executive to death qualify for long-term disability benefits under any long-term disability plan or Disability and (ii) Executive’s then-outstanding equity-based awards under policy maintained by the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution Companies for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to which the number of shares that would have become earned and vested if the target level of performance was metExecutive is eligible. In the case of event the Executive disagrees with the Companies’ decision to terminate the Executive’s employment due to his Disability, Executive’s eligibility the Companies and the Executive shall select a mutually acceptable physician who shall examine the Executive to receive determine whether the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.so disabled,

Death or Disability. In the event of the Executive’s 's death or ------------------- Disability during the Term of this Agreement, the Executive's employment hereunder shall immediately and automatically terminate upon terminate, and the death of Company shall have no further obligation or duty to the Executive and may be terminated at or his estate or beneficiaries other than for the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities Base Salary earned under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, reimbursement of corporate expenses to which Executive would otherwise be entitled, and any payments or benefits due under Company policies or benefit plans which shall be paid within a reasonable time following death or Disability. For purposes of this Agreement, "Disability" shall mean the physical or mental infirmity of Executive (including Executive's addiction to, or habitual abuse of, narcotics or controlled dangerous substances as shall be substantiated medically at the industry standard for Executive at the time) which infirmity causes him to be substantially unable to perform his duties hereunder for any period of one hundred eighty (180) consecutive days; provided, however, that notwithstanding anything to the contrary herein and despite any termination and (B) a prorated Target Cash Bonus based on the length of performance Executive's employment under this Section 6, Executive shall be entitled in the applicable performance period prior to event of a termination on account of death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) to retain his disability benefits, which amounts shall not be offset by any disability benefits received by Executive having first signed from any other source, (ii) to receive his Base Salary until such time as he has commenced receiving disability payments under the Company's policies, (iii) to receive a release agreement in prorated portion of the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those Bonus to which Executive is already subject hereunder, and would otherwise have been entitled for the release becoming irrevocable by its terms within sixty (60) calendar days following year through the date of Executive’s termination (as determined by the Board), and (iv) accrued but unused vacation. Executive shall have a period of one (1) year following the termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under his employment pursuant to this AgreementSection 6.1 to exercise any vested Options. After 180 days, including but not limited the Board may continue to those set forth in Section 5. Thereafter, pay Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementhis Base Salary at its sole discretion.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon Subject to Section 4(d) below, if the death Executive incurs a Separation from Service by reason of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then Disability during the Employment Period: (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, oras applicable, upon in cash within 3 business days after the Date of Termination (or earlier, to the extent required by applicable law); (ii) Any Prior Year Bonus, to the extent not previously paid, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in a single lump sum payment not later than the 45th day after the Date of Termination; (iii) 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash on the 3rd business day after the Date of Termination; (iv) 100% of the Executive’s target Annual Bonus amount, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash on the 3rd business day after the Date of Termination; (v) A Pro-Rated Annual Bonus, calculated as set forth in Section 4(a)(iii) above, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash not later than the 20th day after the Date of Termination; (vi) To the extent not previously vested and exercisable as of the Date of Termination, any outstanding equity-based awards (including stock options, restricted stock, restricted stock units, phantom equity or other equity-based awards) held by the Executive, other than equity-based awards subject to performance vesting, shall immediately vest and become exercisable in full; and (vii) During the COBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(c)(vii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof). In addition, in the event of the Executive’s death, to the Executive’s designated beneficiary estate or estatebeneficiaries, as applicable, shall be eligible entitled to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior benefits pursuant to the date of Company’s group life insurance policy applicable to the Executive, subject to the terms and conditions thereof. During the Employment Period, such termination and (B) a prorated Target Cash Bonus based on policy shall provide the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan Executive with eligibility for coverage (including any awards issued by an acquirer or successor supplemental coverage) at a benefit level equal to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number at least 100% of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunderhis Base Salary, and the release becoming irrevocable premiums for the maximum basic coverage amount (currently $510,000) shall be paid for by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementCompany.

Death or Disability. Executive’s employment If you incur a Termination of Employment prior to the Final Vesting Date due to your death or a disability that entitles you to benefits under a long-term disability plan of the Partnership or one of its Affiliates (“Disability”), a pro-rata percentage of the Phantom Units and Cash Bonus granted hereunder will automatically become vested upon your Termination of Employment. Such pro-rata percentage shall be equal to “A” divided by “B,” where “A” is the number of days in the period beginning on the Grant Date and ending on the date of your Termination of Employment, and “B” is the total number of days in the period beginning on the Grant Date and ending on the Final Vesting Date (the “Vesting Period”). The remaining percentage of your Phantom Units that do not become vested as provided in the preceding sentence shall automatically terminate upon be cancelled unpaid and Cash Bonus that does not become vested as provided in the death preceding sentence shall be automatically forfeited on your Termination of Executive and may be terminated at the Company’s discretion Employment. Notwithstanding any deferral election you make pursuant to Paragraph 4(b), as a result soon as reasonably practicable (and, in all events, not later than 30 days) following your Termination of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company Employment due to Executive’s your death or Disability, then subject to Paragraph 5, the Partnership (or one of its Affiliates) shall pay to you (or, in the event of your death, to your estate or the person or persons who acquire the Phantom Units, tandem DERs and rights to the Cash Bonus granted hereunder by will or the laws of descent and distribution or otherwise by reason of your death), (i) Executivewith respect to each Phantom Unit that becomes vested pursuant to this Paragraph 3(a), or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect an amount of any completed fiscal year that has ended prior cash equal to the date sum of such termination (x) the average closing price of a Common Unit on the New York Stock Exchange (“NYSE”) for the last 30 trading days immediately preceding your Termination of Employment, and (By) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior cumulative amount credited to death or Disability your DER Account maintained with respect to such vested Phantom Unit and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect amount of cash equal to the number portion of shares the Cash Bonus that would have become earned and becomes vested if the target level of performance was met. In the case of Disability, Executive’s eligibility pursuant to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementParagraph 3(a).

Death or Disability. Executive’s employment hereunder shall automatically terminate upon (a) Subject to the death provisions of Executive and may be this Section 6.2, if this Agreement is terminated at the Company’s discretion as a result of the Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s 's death or Disability, then the Company shall pay to the Executive or his estate, in a lump sum cash payment within 30 days of the Date of Termination, the greater of (i) that portion of the Executive, or, upon death, to Executive’s designated beneficiary or estate, 's Base Salary (as applicable, shall be eligible to receive (Ain effect on the Date of Termination) any earned but unpaid Cash Bonus owing in respect of any completed fiscal year that has ended prior the balance of the Employment Period pursuant to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death Section 3 hereof or Disability and (ii) the Executive’s then-outstanding equity-based awards under 's Base Salary (as in effect on the Equity Plan (including Date of Termination). The Company may purchase insurance to cover all or any awards issued by an acquirer or successor to ABM part of the obligation contemplated in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereundersentence, and the release becoming irrevocable Executive agrees to submit to a physical examination to facilitate the procurement of such insurance. The Company also shall, promptly upon submission by its the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated. Until the Executive obtains other health coverage through another employer's health plan or, if longer, for a period of five (5) years, the Company shall continue providing health coverage to the Executive and/or the Executive's family at least equal to that which would have been provided to them under Section 4.7 if the Executive's employment had not terminated; provided that any such coverage shall cease immediately if the Executive violates any of the applicable provisions of Article 11. (b) Whenever compensation is payable to the Executive hereunder during a period in which he is partially or totally disabled, and such Disability would (except for the provisions hereof) entitle the Executive to Disability income or salary continuation payments from the Company according to the terms within sixty (60) calendar days following of any plan or program presently maintained or hereafter established by the date Company, the Disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of Executive’s termination of employment; the payment to be made to the Executive pursuant to this Section 6.2 and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims be in addition hereto. If Disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for by the Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the payment to be made to the Executive pursuant to this AgreementSection 6.2 and shall not be in addition hereto.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to reason of Executive’s death or Disability, then Disability during the Employment Period: (i) Executive, or, upon death, The Accrued Obligations shall be paid to Executive’s designated beneficiary estate or estatebeneficiaries or to Executive, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and when due under California law; (ii) 100% of Executive’s then-outstanding equity-based awards under current annual Base Salary, as in effect on the Equity Plan (including any awards issued by an acquirer or successor Date of Termination, shall be paid to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable estate or beneficiaries or to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject as applicable, in cash when due under California law; (iii) To the extent payable hereunder, and the release becoming irrevocable by its terms within sixty Pro-Rated Annual Bonus shall be paid to Executive’s estate or beneficiaries or to Executive, as applicable, at the time when annual bonuses are paid to RWB’s other senior executives for the fiscal year of RWB in which the Date of Termination occurs; (60iv) calendar days For a period of eighteen months following the date Date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this AgreementTermination, including but not limited to those set forth in Section 5. Thereafterprovided that Executive timely elects COBRA continuation coverage, Executive and Executive’s designated beneficiary eligible family members shall continue to be provided with group health insurance coverage at least equal to that which would have been provided to them if Executive’s employment had not been terminated, and RWB shall pay the applicable COBRA premium for such eighteen- month period; provided, however, that if Executive is eligible to receive group health insurance coverage under another employer’s plans, RWB’s obligations under this Section 4(c)(iv) shall terminate, and any such coverage shall be reported by Executive to RWB; and (v) The Other Benefits shall be paid or estateprovided to Executive’s estate or beneficiaries or to Executive, as applicable, shall not have any other rights on a timely basis. (vi) The foregoing benefits of this Section 4(c) are contingent on the terms set forth in Section 4(b), including Executive’s execution, or claims under this Agreement.his estate’s execution as applicable, of the release agreement attached as Exhibit D and such release becoming effective and irrevocable, and Executive’s compliance with the Restrictive Covenant Agreement attached as Exhibit C.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon In the death of Executive and may be terminated at the Company’s discretion as a result event of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under 's death or total disability, this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Companyshall terminate immediately. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, Executive shall be deemed totally disabled if she is eligible to receive long-term disability benefits under Mirant's then existing long-term disability plan. In the event of her death or total disability, Executive or her estate will be entitled to such benefits, if any, as are provided under the terms of various Mirant health insurance, life insurance, pension and disability plans. In addition, Mirant shall pay to Executive (or her estate) all Accrued Obligations (as defined below) in a lump sum in cash within thirty (30) days after the date of termination. "ACCRUED OBLIGATIONS" shall mean, as of the date of termination, the sum of (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to Executive's Annual Base Salary through the date of such termination and to the extent not theretofore paid, (B) a prorated Target Cash Bonus based on except as otherwise previously requested by Executive, the length amount of performance in any bonus, incentive compensation, deferred compensation and other cash compensation accrued by Executive as of the applicable performance period prior date of termination to death or Disability the extent not theretofore paid, and (iiC) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive as of the date of termination to the extent not theretofore paid. In addition, the Executive (or her estate) will be paid the Retention Bonuses and Make-Whole Payments, in each case to the extent not previously paid to Executive’s , and all of Executive's then-outstanding equity-based equity awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested (with respect to stock option exercisability continuing until the number later of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days one year following the date Executive's death or total disability or the end of Executive’s termination any extended exercise period relating to death or disability provided for under the terms of employment; and (iithe applicable equity plan). Except as otherwise set forth in this Section 5(a) Executive’s continued compliance with all continuing obligations under or this Agreement, including but not limited in the event of a termination pursuant to those set forth in this Section 5. Thereafter5(a), Executive and Executive’s designated beneficiary will not be entitled to any further benefits or estate, as applicable, shall not have any other rights or claims compensation under this AgreementAgreement except to the extent mandated by law.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon If the Employment Period is terminated pursuant to Section 3(a) above due to the death or Total Disability of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under Employee, this Agreement for either 90 consecutive days shall terminate, and no further compensation shall be payable to Employee’s estate, heirs or a total of 120 days out of 365 consecutive days beneficiaries, as a result of a physical applicable, except that Employee or mental illnessEmployee’s estate, injury heirs or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estatebeneficiaries, as applicable, shall be eligible entitled to receive (Ai) Employee’s then current Basic Compensation until the second anniversary of the Effective Date; provided that, at Employee’s option, to be exercised by Employee or his estate or representative, as the case may be, Employee shall be entitled to receive the present value of the aggregate amount (at a 12% discount) of such payments in a lump sum within thirty (30) days after termination of the Employment Period, (ii) any earned but unpaid Cash Bonus unreimbursed expenses pursuant to Section 5 below, and (iii) in respect the event of any completed fiscal year termination due to Total Disability, until the second anniversary of the Effective Date, medical and dental insurance coverage and benefits to which Employee would otherwise be entitled during the Employment Period pursuant to Section 2(c) above; provided that has ended prior Employee shall continue to make the same contributions toward such coverage as Employee was making on the date of termination, with such termination and (Badjustments to such contributions as are made generally for all Employer’s full-time executive employees; further provided that in such event Employee shall no longer be entitled to participate in any of Employer’s 401(k) a prorated Target Cash Bonus based on plans, excess savings plans, tax qualified profit sharing plans or any other retirement plans. Thereafter Employer shall have no further obligations or liabilities hereunder to Employee or Employee’s estate or legal representative or otherwise, as the length of performance in case may be. If the applicable performance period prior Employment Period is terminated pursuant to Section 3(a) above due to the death or Total Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including of Employee, any awards issued Options held by an acquirer or successor to ABM in exchange or substitution for such awards) (x) Employee that are subject to time-based vesting will not be forfeited but will become immediately fully have vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number as of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination shall remain exercisable for a period of employment; and six (ii6) Executive’s continued compliance with all continuing obligations under this Agreementmonths following such date of termination (or, including but not limited to those set forth in Section 5. Thereafterif earlier, Executive and Executive’s designated beneficiary or estateuntil the expiration of the term of such Options), as applicable, whereupon such Options shall not have any other rights or claims under this Agreementterminate.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by terminates under Paragraph 7(a) or (b), Executive, or Executive’s estate, if applicable, shall receive the Accrued Obligations and any vested benefits Executive, or Executive’s estate, may be entitled to receive under any Company due disability or insurance plan or other applicable employee benefit plan. Executive or Executive’s estate, as the case may be, also shall be entitled to receive the following: (i) A single lump sum payment equal to ninety (90) days of Executive’s Base Salary as in effect on the date of Executive’s death or Disability; (ii) With respect to any Incentive Plan with quarterly objectives, then a single lump sum cash payment in an amount equal to a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s death or Disability not occurred) for the quarter in which Executive died or became Disabled; (iii) With respect to any Incentive Plan with annual objectives, a single lump sum cash payment in an amount equal to a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s death or Disability not occurred) for the calendar year in which Executive died or became Disabled. The payment to which Executive or Executive’s estate is entitled pursuant to paragraph (i) Executive, or, upon death, to will be paid within thirty (30) days of Executive’s designated beneficiary death or estatethe effective date of Executive’s Disability, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those may be. The payments to which Executive is already subject hereunderentitled pursuant to paragraphs (ii) and (iii) shall be made within the time period described in the applicable Incentive Plan. In no event will the payments due pursuant to paragraphs (i), and (ii) or (iii) be made later than March 15 of the release becoming irrevocable by its terms within sixty (60) calendar days year following the year in which Executive dies or the effective date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementDisability occurs.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal year that termination (to the extent the Board of Directors has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) an amount equal to six months of Base Salary, upon death(iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiv) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal year that termination (to the extent the Compensation Committee has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such termination and previously granted options (Bincluding the options granted pursuant to Section 4(c)), provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. (i) Executive’s employment shall automatically terminate upon Executive’s death. The Company may terminate Executive’s employment hereunder shall automatically terminate upon in the death of Executive and may be terminated at the Company’s discretion as a result event of Executive’s Disability. “Disability” means (as defined below) upon 30 days’ written notice to Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result . In the event of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If termination of Executive’s employment is terminated hereunder by reason of death or by reason of Disability, the Company due shall pay to Executive’s death Executive or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or her estate, as applicable, shall be eligible to receive (A) any earned accrued but unpaid Cash Base Salary, accrued but unused vacation time, unreimbursed business expenses, and unpaid Annual Bonus in respect of for any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death the year of termination, and Executive or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor her estate shall be entitled to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect receive employee benefits pursuant to the number terms of shares the benefit plans and programs applicable to terminated employees (collectively, the “Accrued Rights”). The Accrued Rights shall be payable on their normal payment dates; provided that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, accrued but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms unused vacation time shall be paid within sixty (60) calendar 30 days following the date of termination of Executive’s employment. In addition, Executive shall be entitled to a pro-rata portion of the Annual Bonus that relates to the performance period in which the termination of employment; employment occurs, based on actual results of the Company, which amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable performance period during which Executive was employed by the Company, and shall be paid at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of such performance period in accordance with the terms of the applicable Annual Bonus plan (the “Pro-Rata Bonus”). (ii) Executive’s continued compliance with all continuing obligations under For purposes of this Agreement, including but “Disability” means Executive has been physically or mentally incapable for 6 consecutive months to perform her material duties hereunder. Any question as to the existence of the Disability of Executive as to which the Company and Executive shall not limited agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company (and if Executive and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those set forth two physicians shall select a third physician who shall make such determination in Section 5writing, which shall be final and conclusive for all purposes of this Agreement). ThereafterIn connection therewith, Executive and Executive’s designated beneficiary or estate, agrees to submit to any medical examination(s) as applicable, shall not have any other rights or claims under this Agreementmay be reasonably requested by the Company for such purpose.

Death or Disability. The Corporation may terminate the Executive’s 's employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a "Disability Termination"). The Executive's employment shall automatically terminate upon on the death Executive's death. In the event the Executive's employment with the Corporation terminates during the term of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days by reason of the Executive's death or a total of 120 days out of 365 consecutive days as a result of a physical Disability Termination, then upon and immediately effective the Date of Termination: (a) the Executive shall be fully and immediately vested in the unvested options or mental illness, injury or impairment, all as determined in good faith equity awards granted by the Company. If Corporation to the Executive’s employment is terminated , that are unvested on the Date of Termination so that such options and equity awards are fully and immediately exercisable by the Company due to Executive’s death ; (b) the Corporation shall promptly pay and provide the Executive (or Disabilityin the event of the Executive's death, then the Executive's estate): (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect Base Salary and any outstanding and accrued regular and special vacation pay through the Date of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and Termination; (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested unpaid Annual Bonus and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination; (iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination; (iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as "Accrued Benefits"); and (v) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; and (c) the Corporation shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) at the time other senior executives are paid under any cash bonus or long term incentive plan, a pro rata Annual Bonus equal to the amount the Executive would have received if his employment continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of shares that would have become earned days in each respective bonus period prior to the Executive's termination and vested if the target level denominator is the number of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement days in the form provided by bonus period (the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement"Prorated Bonus").

Death or Disability. The Executive’s employment hereunder shall automatically terminate under this Agreement and the Term of Employment will be terminated immediately upon the death of the Executive or upon written notice given by the Company to the Executive in the event that the Executive has, because of any illness, injury, accident or condition of either a physical or psychological nature, been unable to perform substantially all of the Executive’s duties and may be terminated at responsibilities for one hundred eight (180) consecutive calendar days (a “Disability Termination”); provided, that the Company’s discretion Executive is still “disabled” (in accordance with the definition herein) on the date such notice is given; and provided, further, however, if prior to such notice, the Executive incurs a “separation from service” within the meaning of Treas. Reg. 1-409A-1(h) (“Separation from Service”) as a result of illness, injury, accident or condition, such date shall be the date of the Disability Termination. In addition to the other amounts expressly provided herein, (A) in the event of the Executive’s Disability. “Disability” means death during the Term of Employment the Company will pay to the Executive’s substantial inability estate an amount equal to perform Executive’s essential duties the Base Salary for the remainder of the full Term of Employment and responsibilities the amount of any benefit payable under this Agreement for either 90 consecutive days any individual or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated group life insurance policy maintained by the Company due to Executive’s death or Disability, then (i) for the benefit of the Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive with such amount being paid in a lump sum sixty (A60) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to days after the date of such termination the Executive’s death, and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or event of a Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by Termination an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect amount equal to the number difference between the Base Salary for the remainder of shares that would have become earned the full Term of Employment and vested if the target level projected amount of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided any benefit payable under any disability insurance policy maintained by the Company and reasonably acceptable to Executivefor the benefit of the Executive assuming that the Executive remained disabled for the remainder of the full Term of Employment, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within with such amount being paid in a lump sum sixty (60) calendar days following after the date of Executive’s the Disability Termination, plus (C) in the case of both (A) and (B), a pro rata bonus for the year in which such termination of employment; employment occurs equal to the total value of the bonus (i.e. cash portion plus equity portion) paid or payable to the Executive for the year prior to the year of termination multiplied by the ratio of the number of days the Executive was employed during the year of termination divided by 365 and paid in cash at the same time such annual bonus would have been paid if the Executive continued to be employed by the Company (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estateif applicable, as applicable, shall not have provided under any other rights or claims under this Agreementdeferred compensation plan).

Death or Disability. Executive’s employment shall be deemed to terminate automatically on the date of Executive’s death, and the Company may by written notice to Executive terminate Executive’s employment on account of his Total Disability effective as of the date of such notice. For purposes hereof, Executive shall be deemed to experience a “Total Disability” if Executive either: is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under any group disability or accident and health plan covering Executive. In the event of any dispute under this Section 7(a), Executive shall submit to al physical examination by a licensed physician mutually satisfactory to the Company and Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. In the case of a Total Disability, until the Company shall have terminated Executive’s employment hereunder in accordance with the foregoing, Executive shall automatically terminate upon be entitled to receive compensation provided for herein notwithstanding any such Total Disability. In the death event of Executive and may be terminated at the Company’s discretion as a result termination of Executive’s employment on account of his death or Total Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities , neither Executive nor his personal representative will have any rights or claims against the Company under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days except as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then follows: (i) Executive, or, upon death, to Executive’s designated beneficiary Executive (or estatehis estate or representative, as applicable, ) shall be eligible to receive paid (A) any earned but unpaid Cash Bonus in respect portion of any completed fiscal year that has ended prior to his Base Salary computed on a pro rata basis through the date of such his termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and any unreimbursed expenses; (ii) All other of Executive’s then-outstanding equity-based awards 's accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Equity Plan Company in which Executive is then participating at the time of his termination; and (including any awards issued by an acquirer or successor to ABM iii) in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: Total Disability only, (iA) Executive having first signed a release agreement in the form provided by the Company shall continue Executive’s medical benefits coverage existing at the time of his termination for as long as permissible under the Company’s health benefits policies (not to exceed 60 days) and reasonably acceptable the Company further agrees to pay Executive’s COBRA premiums for twelve months thereafter, with such premiums to provide for coverage at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of Executive, but containing no further post-employment restrictions or covenants other than those to which excluding any applicable tax consequences for Executive) as in effect for Executive is already subject hereunderat the time of termination, and (B) Executive shall further receive a lump-sum payment, within 30 days after the release becoming irrevocable by its terms within sixty (60) calendar days following effective date of termination, equal to the date aggregate amount of Executive’s Base Salary as in effect immediately prior to such termination that would be payable over a period of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementtwelve months following the effective date of such termination.

Death or Disability. (a) The Company may terminate Executive’s employment hereunder shall automatically terminate upon the due to death of Executive and may be terminated at the Company’s discretion or Disability (as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Companydefined below). If Executive’s employment hereunder is terminated by the Company due to Executive’s as a result of death or Disability, then Executive (or Executive’s estate or personal representative in the event of death) shall be entitled to receive (i) Executiveall Base Salary due to Executive through the date of termination; (ii) the actual Annual Bonus, orif any, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus that Executive would have received in respect of any completed the fiscal year that has ended of the Company in which Executive’s termination of employment occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of such termination and (B) a prorated Target Cash the denominator of which is 365 days, payable at the same time as any Annual Bonus based on payments are made to other similarly situated active executives pursuant to the length terms of the Annual Bonus Plan and subject to satisfaction of the performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution targets for such awardsfiscal year; (iii) any previously vested equity incentive awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such equity incentive awards or benefits were granted to Executive (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: items (i) Executive having first signed through (iii) above collectively referred to as “Accrued Employment Entitlements”); (iv) a release agreement in the form provided by the Company and reasonably acceptable lump sum payment equal to twelve (12) months of Executive’s full Base Salary, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such termination; provided, that in the case of Disability such payment shall be offset by the amount of Base Salary paid by the Company to Executive or Executive’s termination personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of employmentsuch termination; and (iiv) any benefits payable to Executive or Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estatebeneficiaries, as applicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive’s dependents shall not have be entitled to continue to participate in the Company’s welfare benefit plans and programs on the same terms as other senior, actively-employed executives for a period of twelve months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by applicable law. Following the death or Disability of Executive, Executive’s participation under any stock option or other rights or claims under this Agreementincentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the terms of such plans.

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically on the Executive’s death during the Employment Term, and the Company may terminate upon the death Executive’s employment on account of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by . (b) If the Company. If Executive’s employment is terminated by during the Company due to Employment Term on account of the Executive’s death or Disability, then the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s (or the Executive’s estate and/or beneficiaries, as the case may be) execution of a Release and such Release becoming effective within the Release Execution Period, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) Executivea lump sum payment equal to fifty percent (50%) of the annual bonus, orif any, upon deaththat the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, to Executive’s designated beneficiary or estate, as applicable, which shall be eligible payable on the date that annual bonuses are paid to receive the Company’s similarly situated executives, but in no event later than two-and-a-half (2½) months following the end of the fiscal year in which the Termination Date occurs; and (ii) all vested stock awards (other than the Earned Equity Awards) shall remain exercisable through two years from the Termination Date (subject to earlier termination (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior connection with a recapitalization or similar transaction pursuant to the date of Company’s equity incentive plans governing such termination and equity awards or (B) a prorated Target Cash Bonus based on the length contractual term of performance in any equity award). (iii) the applicable performance period prior vesting and/or exercisability of any outstanding unvested portions of the Earned Equity Awards shall be automatically accelerated so as to death or Disability be immediately vested and exercisable (ii) Executive’s then-outstanding equitywith any performance-based awards vesting at maximum performance) as of the Termination Date, or such later date of settlement as may be required by Section 409A and all Earned Equity Awards (whether vested or unvested as of the Termination Date) shall remain exercisable through the contractual term of such Earned Equity Awards. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long-term disability benefits under the Equity Plan (including any awards issued by an acquirer Company’s long-term disability plan, or successor to ABM in exchange or substitution for if there is no such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to plan, the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility inability, due to receive physical or mental incapacity, to perform the foregoing is conditioned on: essential functions of the Executive’s job, with or without reasonable accommodation, for one hundred twenty (i120) Executive having first signed days out of any three hundred sixty-five (365) day period or ninety (90) consecutive days. The existence of Executive’s Disability shall be determined by the Company on the advice of a release agreement in the form provided physician chosen by the Company and reasonably acceptable to the Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable Company reserves the right to have the Executive examined by its terms within sixty (60) calendar days following such physician at the date of ExecutiveCompany’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementexpense.

Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits or is entitled to payment of an MIP award pursuant to Section 3 at the time of his death, then any unpaid Base Salary component of Executive’s Severance Benefits and MIP award shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Severance Period (as defined in Section 8) remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits that include the continuation of health, medical, dental, vision or pharmaceutical insurance benefits (as described in Section 8), and Executive’s surviving spouse and/or family member(s) is covered by such health, medical, dental, vision or pharmaceutical insurance benefits through Rural/Metro at the time of Executive’s death, then such coverage of Executive’s surviving spouse and/or family member(s) shall continue throughout the balance of the Severance Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled,” Executive’s employment hereunder and Rural/Metro’s obligation to pay Executive’s Base Salary (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall continue for a period of six (6) months from the date as of which Executive is determined to have become Disabled, at which point, Executive’s employment hereunder shall automatically terminate upon the death of cease and terminate. Executive and may shall be terminated at the Company’s discretion as considered “Disabled” or to be suffering from a result of Executive’s Disability. “Disability” means Executive’s substantial inability for purposes of this Section 7 if Executive is unable, after any reasonable accommodations required by the Americans with Disabilities Act or other applicable law, to perform Executive’s the essential duties and responsibilities under this Agreement for either 90 consecutive days or a total functions of 120 days out of 365 consecutive days as a result his position because of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case absence of Disability, Executive’s eligibility agreement between Rural/Metro and Executive as to receive whether Executive is Disabled or suffering from a Disability (and the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to date as of which Executive became Disabled), such determinations shall be made by a licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the determination of the physician selected by Rural/Metro, the two physicians shall select a third physician. The decision of the third physician concerning whether Executive is already subject hereunder, Disabled or suffering from a Disability (and the release becoming irrevocable by its terms within sixty (60date as of which Executive became Disabled) calendar days following the date of Executive’s termination of employment; shall be binding and (ii) Executive’s continued compliance with conclusive on all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementinterested parties.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon If the Employment Period is terminated pursuant to Section 3(a) above due to the death or Total Disability of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under Employee, this Agreement for either 90 consecutive days shall terminate, and no further compensation shall be payable to Employee’s estate, heirs or a total of 120 days out of 365 consecutive days beneficiaries, as a result of a physical applicable, except that Employee or mental illnessEmployee’s estate, injury heirs or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estatebeneficiaries, as applicable, shall be eligible entitled to receive: (i) Employee’s then current Basic Compensation through the end of the pay period in which Employee’s death or Total Disability occurred; (ii) a pro rata portion (based on a fraction the numerator of which is the number of days Employee was employed in the year of Employee’s death or Total Disability and the denominator of which is 365) of the full bonus that Employee would have been entitled to receive under Employer’s Annual Incentive Plan in accordance with Section 2(b) for the year in which death or Total Disability occurred had Employee been employed by the Employer through the date on which such bonus is paid in accordance with such Plan and based on the Employer’s and Employee’s actual results and performance objectives established under such Plan, which pro rata bonus shall be paid during the calendar year following the calendar year during which death or Total Disability, as the case may be, occurred; and (Aiii) any earned but unpaid Cash Bonus in respect the event of any completed fiscal termination due to Total Disability, during the two (2) year period following such date of termination, medical and dental insurance coverage and benefits to which Employee would otherwise be entitled during the Employment Period pursuant to Section 2(d) above; provided that has ended prior Employee shall continue to make the same contributions toward such coverage as Employee was making on the date of termination, with such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior adjustments to death such contributions as are made generally for all Employer’s full- time executive employees. Thereafter Employer shall have no further obligations or Disability and (ii) Executiveliabilities hereunder to Employee or Employee’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer estate or successor to ABM in exchange legal representative or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In otherwise, as the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementmay be.

Death or Disability. The Company may terminate the Executive’s employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”). The Executive’s employment shall automatically terminate upon on the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disabilitydeath. “Disability” means In the event the Executive’s substantial inability to perform employment with the Company terminates during the term of this Agreement by reason of the Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days death or a total of 120 days out of 365 consecutive days as a result of a physical Disability Termination, then upon and immediately effective as of the Date of Termination: (a) the Executive shall be fully and immediately vested in his unvested Stock Options, Performance Warrants and any other options or mental illness, injury or impairment, all as determined in good faith equity awards granted by the Company. If Parent to the Executive, that are unvested on the Date of Termination so that such Stock Options, Performance Warrants and equity awards are fully and immediately exercisable by the Executive; (b) the Company shall promptly pay and provide the Executive (or in the event of the Executive’s employment is terminated by death, the Company due to Executive’s death or Disability, then estate): (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect Base Salary and any outstanding and accrued regular and special vacation pay through the Date of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and Termination; (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested unpaid Annual Bonus, Discretionary Bonus, Performance Cash Bonus and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination; (iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination; and (iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, if any, (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as “Accrued Benefits"); and (c) the Company shall pay to the Executive (or in the event of the Executive’s death, the Executive’s estate) immediately upon the Date of Termination, or, if not determinable at such time, no later than the time specified in Section 3.6(a), a pro rata Annual Bonus, Performance Cash Bonus and Discretionary Bonus equal to the amount the Executive would have received if his employment continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of shares that would have become earned and vested if days in each respective bonus period prior to the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination and the denominator is the number of employment; and days in the bonus period (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementthe “Prorated Bonus”).

Death or Disability. The Company may terminate Executive’s employment hereunder shall automatically terminate upon for disability in the death of event Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability has been unable to perform Executive’s essential material duties and responsibilities under this Agreement hereunder for either 90 six (6) consecutive days or a total months because of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith incapacity by the Companygiving Executive notice of such termination while such continuing incapacity continues (a “Disability Termination”). If Executive’s employment is terminated by shall automatically terminate on Executive’s death. In the event Executive’s employment with the Company due to terminates during the Employment Term by reason of Executive’s death or Disabilitya Disability Termination, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and termination: (Bi) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death any Options or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares Shares that would have become earned and vested if solely due to the target level passage of performance was met. In time during the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: twenty-four (i24) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following month period beginning on the date of Executive’s termination of employment; and death or Disability Termination shall immediately vest; (ii) the Company shall, within fourteen (14) days of the date Executive’s continued compliance with employment is terminated, pay and provide Executive (or in the event of Executive’s death, Executive’s estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all continuing obligations other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 3 and 4 hereof (collectively, items under this Agreementclause (ii) are referred to as “Accrued Benefits”); and (iii) the Company shall pay to Executive (or in the event of Executive’s death, including Executive’s estate)at the time other senior executives are paid under any cash bonus or long-term incentive plan, but not limited in no event later than March 15th of the year following the year in which Executive’s employment is terminated, a pro-rata bonus equal to those set forth the amount Executive would have received if Executive’s employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of days in Section 5. Thereaftereach respective bonus period prior to Executive’s termination and the denominator is the number of days in the bonus period (the “Prorated Bonus”); provided, however, that at the time of death or Disability Termination, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus. (iv) the Executive will continue to participate in the performance bonus plan, in accordance with the terms of the plan until such plan has expired. (v) upon completion of the appropriate COBRA forms, and subject to all the requirements of COBRA, the Executive may continue Executive’s designated beneficiary or estate(and that of his family’s) participation in the Company’s health insurance plan through eighteen (18) months following the effective date of such termination, as applicableat Company’s cost (except for Executive’s portion of the premium, if any, which shall not have any other rights or claims under this Agreementbe deducted from the payments to which the Executive is otherwise entitled), to the same extent that such insurance is provided to persons currently employed by Company.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in any substantial gainful activity by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 months’ Base Salary (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiv) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year that has ended prior to from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, the Equity Plan Executive shall receive any benefits (including any awards issued by an acquirer except perquisites) to which the Executive may be entitled pursuant to Section 5(b) shall continue to be paid or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estateCompany, as applicablethe case may be, shall not have for one year, subject to the terms of any other rights applicable plan or claims under this Agreementinsurance contract and applicable law.

Death or Disability. Executive’s If you die while employed or your termination of ------------------- employment hereunder shall automatically terminate upon is due to your becoming "disabled" (as defined below), you or your estate will be entitled to the death following: (a) All restrictions on any outstanding restricted stock grant will immediately lapse and your outstanding stock option grants will continue to vest in accordance with the vesting schedule described in your stock option agreements. For purposes of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities determining your rights (or your beneficiary's rights) under this Agreement for either 90 consecutive days Section 8 to exercise your stock options, SARs or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding other equity-based awards under the Equity 1990 Unisys Long-Term Incentive Plan after your termination due to disability or your death, you will be deemed to have completed at least five years of service and to have terminated employment on your Normal Retirement Date as defined therein; (including any awards issued by b) If termination of employment or death occurs prior to the EVC payout date for the previous EVC award year, you will be eligible to receive an acquirer or successor to ABM in exchange or substitution EVC award for such awards) (x) previous award year determined under Section 2 as if you had continued to be employed through the EVC payout date, such payment to be made at the same time that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that such EVC payment would have become earned been made had you continued to be employed, and vested an EVC payment for the year in which you terminate employment in an amount equal to a pro rata portion, based on the period of service rendered in such year, of the EVC amount paid for the previous year, payable as soon as practicable after your death or your termination of employment; (c) Any benefits available under the retirement, welfare, incentive, fringe benefit, deferred compensation and perquisite programs generally available to executive officers upon disability or death or under the terms of this Agreement; and (d) Any benefits available under Section 5, provided, however, that if your termination is due to disability, you will continue to accrue service for purposes of calculating your benefit under Section 5 until the target level earlier to occur of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and on which your disability ends or (ii) Executive’s continued compliance with all continuing obligations the date on which you commence receipt of benefits under this Agreement, including but not limited to those set forth in the EOPP as modified by Section 5. ThereafterYou will be considered "disabled" if you are determined to be eligible to receive benefits for Total Disability under the Supplemental LTD Policy in accordance with the procedures of the Supplemental LTD Policy. If you become disabled, Executive you will be entitled to the benefits described in this Section 8 and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementthose described in Section 9.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his or her customary duties (with or without reasonable accommodation) by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his or her guardian) (or the Social Security Administration, where applicable) and me made in accordance with the Americans with Disabilities Act or other applicable law. In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his or her personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered through the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive and (Aiii) any Annual Bonus for which the Executive completed the applicable calendar performance year but has not yet earned but unpaid Cash Bonus in respect solely as a result of any completed fiscal year that has ended termination prior to the payment date (an “Annual Bonus Payout”). The Executive (or his or her estate) shall receive the payments provided herein at such times as he or she would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of such termination and disability, any benefits (Bexcept perquisites) a prorated Target Cash Bonus based to which the Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for the Disability Benefits Continuation Period indicated on the length Schedule, subject to the terms of performance any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A (as defined in Section 23(a)) by reason of Treasury Regulation Section 1.409A-1(a)(5) or otherwise. In the applicable performance period prior event all or a portion of the benefits to death or Disability and (iiwhich the Executive was entitled pursuant to Section 5(b) Executive’s then-outstanding equity-based awards under hereof are subject to Section 409A, the Equity Plan (including any awards issued by an acquirer or successor Executive shall not be entitled to ABM in exchange or substitution for such awards) (x) the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. The Corporation may terminate the Executive’s 's employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a "Disability Termination"). The Executive's employment shall automatically terminate upon on the death Executive's death. In the event the Executive's employment with the Corporation terminates during the term of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days by reason of the Executive's death or a total of 120 days out of 365 consecutive days as a result of a physical Disability Termination, then upon and immediately effective the Date of Termination: (a) the Executive shall be fully and immediately vested in his unvested Stock Options, and any other options or mental illness, injury or impairment, all as determined in good faith equity awards granted by the Company. If Corporation to the Executive’s employment is terminated , that are unvested on the Date of Termination so that such Stock Options, options and equity awards are fully and immediately exercisable by the Company due to Executive’s death ; (b) the Corporation shall promptly pay and provide the Executive (or Disabilityin the event of the Executive's death, then the Executive's estate): (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect Base Salary and any outstanding and accrued regular and special vacation pay through the Date of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and Termination; (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested unpaid Annual Bonus and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination; (iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination; and (iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as "Accrued Benefits"); and (c) the Corporation shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) at the time other senior executives are paid under any cash bonus or long term incentive plan, a PRO RATA Annual Bonus equal to the amount the Executive would have received if his employment continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of shares that would have become earned days in each respective bonus period prior to the Executive's termination and vested if the target level denominator is the number of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement days in the form provided by bonus period (the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement"Prorated Bonus").

Death or Disability. If Executive dies prior to the end of the Employment Term or if the Board makes a Disability Determination, Executive or his beneficiary or estate shall be entitled to receive (in addition to amounts and benefits under any life insurance policy or disability program or policy) the higher of the Executive’s employment hereunder shall automatically terminate upon 's Base Salary as of January 1, 2012 or his then current Base Salary (“Disability Salary”) pro rated for the period up to the date on which the death of Executive or Disability Determination occurs and may be terminated a pro-rated Bonus for the fiscal year in which the death or Disability Determination occurs payable at the Company’s discretion same time such Disability Salary or Bonus would otherwise have been paid had the Executive continued employment. In addition, the vesting or lapsing of restrictions of all stock options, stock appreciation rights and restricted stock granted to Executive that are not exercisable or remain restricted as of the date on which the Death or Disability Determination occurs shall be accelerated, and Executive or his beneficiary or estate shall be entitled to exercise such stock options and stock appreciation rights, together with all stock options and stock appreciation rights that are exercisable as of the date of death or Disability Determination, through the stated expiration date of such stock options and stock appreciation rights. In addition, in the event of such a result termination the Company shall within 20 days of such termination pay to the Executive or his personal representative, as the case may be, severance pay in a lump sum equal to the greater of Executive’s Disability's Base Salary as of January 1, 2012 or his then current Base Salary for one year, subject to compliance with Section 8. 6. “Disability” means Section 7.7(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (a) If the Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s 's employment is terminated by the Company due other than for “Cause” (as defined in paragraph 7.3 hereof) within one year subsequent to Executive’s death a Change of Control or Disabilityif the Executive voluntarily terminates such employment within one year subsequent to a Change of Control for any reason (whether or not Good Reason) (the “Evaluation Period”), then (i) Executivein either such event, or, upon death, to Executive’s designated beneficiary or estate, as applicable, the Executive shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior entitled to the date of such termination following payments and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to benefits as well as those set forth in Section 5. Thereafter, Executive paragraphs 7.5(a)(2through and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.including7.5(d): three (3) times the sum of:

Death or Disability. The Executive’s employment hereunder shall automatically terminate upon be terminated in the event of his death or disability. The term “disability” shall mean a serious and permanent medical incapacity or disability that precludes the Executive from performing professional work. The Company, at its option and expense, shall be entitled to retain a physician reasonably acceptable to the Executive to confirm the existence of such incapacity or disability. In the event of termination under this Section 1(b), (i) the Company shall pay the Executive a lump sum payment equal to the Executive’s prorated (through and including the date on which the Executive’s employment terminates) target annual incentive bonus for the year in which termination occurs, (ii) all of the options and stock appreciation rights granted to the Executive shall vest and immediately become exercisable and such options and stock appreciation rights shall expire ninety (90) days (twelve (12) months in the case of termination due to the Executive’s death) after such termination, (iii) all time-based restricted stock units and other time-based equity awards granted to the Executive and may be terminated all deferred compensation of the Executive shall vest, (iv) all performance shares and other performance-based equity awards granted to the Executive shall vest on a pro rata basis based on actual performance from the commencement of the applicable performance period through the date of termination and the projected outcome at the Company’s discretion as a result conclusion of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all the applicable performance period as determined by the Board in good faith based on such performance, or such higher level as may be provided under the applicable award agreement or as determined by the Company. If Executive’s employment is terminated by Board in its discretion, and (v) neither the Executive nor his estate shall be entitled to any further compensation or benefits from the Company due to Executive’s death except for such compensation or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any benefits which have been earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of termination pursuant to the express terms of this Agreement or that are payable or otherwise provided pursuant to the benefit plans and arrangements in which the Executive participates at the time of his termination (including without limitation any further vesting or exercisability that may be provided for in such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards circumstances under the Equity Plan (including any awards issued express terms of an equity compensation arrangement then held by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementexecutive).

Death or Disability. Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated due to his death or is terminated by the Company due to Executive’s death or Disability, then Disability during the Term of Employment: (i) Executivethe Company shall pay to Executive (or his beneficiaries) any accrued but unpaid Base Salary earned through the Date of Termination, orpayable in accordance with the regular payroll practices applicable to senior executives of the Company; (ii) at the time that the Bonus would otherwise be paid in accordance with Section 4(b) hereof, upon death, the Company shall pay to Executive’s designated beneficiary Executive (or estate, as applicable, shall be eligible to receive (Ahis beneficiaries) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended preceding the year in which such termination occurs (the “Accrued Bonus”); (iii) the Company shall reimburse Executive pursuant to Section 4(f) for any business expenses incurred through, but not reimbursed prior to, the Date of Termination; (iv) within ten (10) days following the Date of Termination, the Company shall pay to Executive a payment for his accrued but unused vacation through the Date of Termination; (v) the Company shall pay or provide to Executive such vested accrued benefits, if any, as to which Executive may be entitled under the Company’s employee benefit plans and programs applicable to Executive as of the Date of Termination (other than any severance pay plan), which shall be paid or provided in accordance with the terms of the applicable plan or program (clauses (i) — (v) collectively referred to as the “Accrued Obligations”); (vi) Executive or his beneficiary, legal representative or estate shall receive an amount equal to the date product of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) and (y), where (x) is the Bonus, if any, that are subject would have been paid to time-Executive in respect of the year in which such termination occurred, based vesting will not be forfeited but will become immediately fully vested on actual performance for the year of termination, and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to is a fraction, the numerator of which is the number of shares that would have become earned and vested if the target level of performance days Executive was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided employed by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to during the calendar year in which Executive is already subject hereunder, such termination occurred and the release becoming irrevocable denominator of which is the number of days in such year (the “Pro Rata Bonus”), to be paid at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of the year in which such termination occurred; provided, that if such termination occurs in fiscal year 2010, the amount of the Pro Rata Bonus will not be less than the amount of the Guaranteed Bonus; and (vii) All vested stock options and other exercisable awards then held by its terms within sixty (60) calendar days Executive shall remain exercisable for a period of one year following the date Date of Executive’s termination of employment; Termination and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, unvested equity awards held by Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementimmediately be forfeited without consideration.

Death or Disability. In the event of the Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s 's death or Disability, then the Executive (or his estate or representative) shall be entitled to receive within thirty (30) days following termination (i) all compensation and benefits accrued to the "Date of Termination" as defined below, (ii) a lump sum amount equal to the lesser of (A) two times the Applicable Base Salary in effect on termination of employment, or (B) the Applicable Base Salary which would otherwise be paid through the end of the Term (calculated, if such termination occurs during the Extended Duties Term, as though the Extended Duties Term lasts through the end of the Term), and (iii) target Bonus for the year of termination (calculated as if the Executive had remained in employment through the end of the applicable Bonus Year) pro-rated to reflect the number of days of employment during the year. In addition, (i) the Executive, oror if applicable under the particular benefit elected as provided above, upon death, to the Executive’s designated beneficiary 's Spouse or the Executive's estate, as applicable, shall be eligible entitled to receive a retirement benefit, calculated as of the date immediately preceding the Date of Termination, commencing on the earlier of (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and Executive's death, (B) a prorated Target Cash Bonus based the Retirement Benefit Commencement Date, (C) the date that is six (6) months following the date the Executive "separates from service" (as defined for purposes of Section 409A of the Code), or (D) the Executive's "disability" (as defined for purposes of Section 409A of the Code), in an amount equal to the Normal Retirement Benefit (determined as if the Executive had terminated his employment on the length of performance in the applicable performance period prior to immediately preceding such death or Disability and without actuarial adjustment on account of any accelerated commencement), (ii) Executive’s then-outstanding equity-based awards under the Equity Plan Executive and/or his Spouse shall be entitled to the immediate commencement of the Insurance Benefits, (including iii) any awards issued by an acquirer unvested (or successor to ABM in exchange unexercisable) stock options or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will unvested shares of restricted stock shall become immediately fully vested (and exercisable), (iv) all Options shall continue to be exercisable for the remainder of their original term, and (yv) that are subject any other stock options shall continue to performance-based vesting be exercisable for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: one (i1) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days year following the date Date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementTermination.

Death or Disability. The Executive’s employment hereunder shall terminate automatically on the date of the Executive’s death. If the Executive dies in active service to the Employer, for twelve months after the Executive’s death the Employer shall provide the Executive’s family with and pay the premiums for continuing health care coverage under COBRA substantially identical to that provided for the Executive before his death. Subject to the Employer’s obligations and the Executive’s rights under (1) Title I of the Americans with Disabilities Act, section 504 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (2) the vacation leave, disability leave, sick leave, and any other leave policies of the Employer, the Executive’s employment under this Employment Agreement shall terminate upon automatically if the death Executive becomes disabled during the term of this Employment Agreement and the Employer determines that the Executive and is unable to perform the essential functions of his job under this Employment Agreement for 60 business days or during any 12-month period. Upon termination because of disability under this section 3.1(a), the Executive shall be entitled to receive any compensation the Executive has earned before the date of termination but that remains unpaid, plus any payments to which he may be terminated at entitled under a disability income plan maintained by the Company’s discretion as Employer. If there is a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties dispute between the Employer and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of the Executive about whether the Executive suffers from a physical or mental illness, injury or impairment, all as determined in good faith by disability entitling the Company. If Employer to terminate the Executive’s employment is terminated by under this section 3.1(a), the Company due to question of the Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, disability shall be eligible submitted for resolution to receive (A) any earned but unpaid Cash Bonus an impartial physician licensed to practice medicine in respect of any completed fiscal year that has ended prior to the date of such termination North Carolina. The impartial physician’s decision shall be final and (B) a prorated Target Cash Bonus based binding on the length Employer and the Executive. The impartial physician shall be selected by mutual agreement of performance in the applicable performance period prior Employer and the Executive. If the Employer and the Executive are unable to death agree upon an impartial physician, each of the Employer and the Executive shall select a physician. Those two physicians shall then determine whether the Executive suffers from a physical or Disability and (ii) Executive’s then-outstanding equity-based awards under mental disability rendering him unable to perform the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number essential functions of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunderhis job, and their decision shall be final and binding on the release becoming irrevocable by its terms within sixty (60) calendar days following Employer and the date Executive. The Employer shall pay the reasonable fees and expenses of Executive’s termination the physician or physicians for making the determination of employment; and (ii) Executive’s continued compliance with all continuing obligations disability required under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsection 3.1(a).

Death or Disability. In the event Executive’s 's employment hereunder shall automatically terminate upon the is ------------------- terminated by GX due to death of Executive and may be terminated at the Company’s discretion as or due to a result of Executive’s Disability. “Disability” means Executive’s substantial inability disability which renders Executive unable to perform Executive’s essential fulfill his duties and responsibilities under this Agreement on a full-time basis for either 90 more than 180 consecutive days or (a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or "Disability"), then Executive or his estate shall receive (i) Base Salary through the date of termination, (ii) any unpaid Annual Bonus relating to the year immediately prior to the year in which the Termination Date occurs, and a pro rata Annual Bonus (calculated by assuming that target level performance was attained) for the year of such termination, (iii) accrued but unused vacation, and (iv) reimbursement for unreimbursed business expenses incurred pursuant to Section Error! Reference source not found. hereof (collectively, "Accrued Obligations"). In addition, (A) all unvested options to acquire shares of GX held by Executive on the date of such termination shall become immediately vested, and Executive or his successors, or Executive, or, upon death, to Executive’s designated beneficiary or 's estate, as applicable, shall have the right to exercise such options for 12 months from Executive's date of termination, or if shorter, for the balance of the unexpired term ("Full Option Vesting and Extended Exercise Rights"), (B) all remaining outstanding principal and accrued interest on the Promissory Note shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect forgiven effective as of any completed fiscal year that has ended prior to the date of such termination ("Loan Forgiveness"), and (C) at the same time, GX shall pay Executive an additional amount sufficient to cover all foreign, federal, state and local taxes, including, without limitation, all income and employment taxes, on the amounts forgiven hereunder and an additional amount sufficient to cover all such taxes arising from the payments made pursuant to clause (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and this clause (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awardsC) (x) that are subject to timethe "Gross-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementUp Payment").

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his bonus prorated to date of any completed fiscal year that termination (to the extent the Compensation Committee has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Company’s 2017 Equity Incentive Plan (the “Plan”) or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to 12 months from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as he would have received them if there was no death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementdisability.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon Subject to paragraph (d) below, and notwithstanding anything to the contrary contained herein, in the event of your death or your Separation from Service by reason of Executive your Disability (as defined below) during the Term, then, subject to Section 7(c) below, in addition to any other accrued amounts payable to you through the Termination Date, the Company will pay and may be terminated at provide you (or your estate or legal representative) with the following payments and benefits: (i) payable within 30 days after your Termination Date, a lump-sum termination payment in an amount equal to: (A) your annual base salary as in effect on the Termination Date plus your maximum annual bonus for the fiscal year in which the Termination Date occurs; plus (B) the Stub Year Bonus; plus (C) the Prior Year Bonus, if any. (ii) to the extent that any outstanding Company stock options or other equity-based awards issued to you under the Company’s discretion as a result equity incentive plans (other than any Class C profits interest units of Executive’s Disability. “Disability” means Executive’s substantial inability the Operating Partnership) are subject to perform Executive’s essential duties vesting based on continued employment or the lapse of time only (and responsibilities not performance-based vesting), such awards shall become vested and exercisable immediately prior to the Termination Date; (iii) to the extent that any outstanding Company stock options or other equity-based awards issued to you under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company’s equity incentive plans are subject to vesting based on the satisfaction of performance goals, such awards shall remain outstanding and eligible to vest following the Termination Date in accordance with the terms of the applicable award agreement. If Executive’s employment is terminated by Without limiting the Company due generality of the foregoing, you shall continue to Executive’s death or Disabilitybe deemed to be a Service Provider under, then and you shall not be deemed to have incurred a termination of service for purposes of, (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior the Class C Agreements until all Class C profits interest units issued pursuant to the date of such termination and applicable Class C Agreement that ultimately satisfy the Performance Condition (B) a prorated Target Cash Bonus based on the length of performance as defined in the applicable performance period prior to death or Disability Class C Agreement), if any, vest and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards 2008 Agreement until all profits interest units issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect pursuant to the number 2008 Agreement that ultimately satisfy the Performance Condition (as defined in the 2008 Agreement), if any, vest. For purposes of shares that would have become earned and vested if clarification, this Section 7(b)(iii) shall be applicable whether your termination occurs prior to or following the target level of performance was metMeasurement Date. In addition, if this Section 7(b)(iii) is applicable and any Restricted Stock is otherwise to be issued under Section 4.1 of the case 2005 Class C Agreement or Section 4.1 of Disabilitythe 2007 Class C Agreement (or any analogous section of any future Class C Agreement), Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by fully-vested, unrestricted Common Stock of the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date shall be granted in lieu of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsuch Restricted Stock.

Death or Disability. The Company may terminate Executive’s 's employment for disability in the event Executive has been unable to perform his material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate on Executive's death. In the event Executive's employment with the Company terminates during the Employment Term by reason of Executive's death or a Disability Termination, then upon the death date of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then such termination: (i) any Option Shares that would have vested solely due to the passage of time during the twelve (12) month period beginning on the date of Executive's death or Disability Termination shall immediately vest; (ii) the Company shall, orwithin thirty (30) days of the date Executive's employment is terminated, upon pay and provide Executive (or in the event of Executive's death, to Executive’s designated beneficiary or 's estate, as applicable, shall be eligible to receive ) (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to Base Salary through the date of such termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 5 and 9 hereof (collectively, items under this clause (i) are referred to as "Accrued Benefits"); and (iii) the Company shall pay to Executive at the time other senior executives are paid under any cash bonus or long-term incentive plan, but in no event later than March 15 of the year following the year in which Executive's employment is terminated, a prorated Target Cash Bonus based on pro-rata bonus equal to the length amount Executive would have received if Executive's employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of performance days in the applicable performance each respective bonus period prior to Executive's termination and the denominator is the number of days in the bonus period (the "Prorated Bonus"); provided, however, that at the time of death or Disability and (ii) Executive’s then-outstanding equity-based awards under Termination, Executive is on pace to achieve the Equity Plan (including any awards issued by an acquirer or successor performance milestones necessary to ABM in exchange or substitution be eligible for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementbonus.

Death or Disability. (a) The Employment Term and Executive’s employment hereunder shall terminate automatically upon Executive’s death during the Employment Term, and Company or Executive may terminate upon the death of Executive Employment Term and may be terminated at the CompanyExecutive’s discretion as a result employment hereunder on account of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. . (b) If Executive’s employment is terminated by during the Company due to Employment Term on account of Executive’s death or Disability, then Executive (or Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, The Accrued Amounts (which amounts shall be eligible to receive (A) any earned but unpaid Cash Bonus paid in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and accordance with Section 5.1); (ii) Executive’s then-outstanding equity-based awards under An amount equal to the Equity Plan (including any awards issued by an acquirer or successor bonus awarded to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested Executive with respect to the Fiscal Year prior to termination of his employment pursuant to this Section 5.3(b) (the “Prior Year Bonus”) to the extent not previously paid to the executive; (iii) An amount equal to the Prior Year Bonus multiplied by a fraction, the numerator of which shall be the number of shares whole months elapsed in the Fiscal Year in which the termination of his employment occurs and the denominator of which shall be 12 (the “Pro Rata Bonus”); and (iv) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the applicable equity incentive plans and the applicable award agreements and Section 4.3 of this Agreement. (c) For purposes of this Agreement, “Disability” shall mean Executive is entitled to receive long-term disability benefits under Company’s long-term disability plan, or if there is no such plan, the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, for 180 days out of any 365-day period; provided however, in the event that would have become earned and vested if the target level Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of performance was met. In the case of Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided employment shall not be deemed terminated by the Company and reasonably acceptable Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive, but containing no further post-employment restrictions or covenants other than those ’s Disability as to which Executive is already subject hereunder, and the release becoming irrevocable Company cannot agree shall be determined in writing by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited a qualified independent physician mutually acceptable to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estateCompany. If Executive and Company cannot agree as to a qualified independent physician, as applicable, each shall not have any other rights or claims under appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Company and Executive shall be final and conclusive for all purposes of this Agreement.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in any substantial gainful activity by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination; (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal termination (to the extent the Board has set a formula and it can be calculated), and (iv) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year that has ended prior to from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, the Equity Plan Executive shall receive any benefits (including any awards issued by an acquirer except perquisites) to which the Executive may be entitled pursuant to Section 5(b) shall continue to be paid or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estateCompany, as applicablethe case may be, shall not have for one year, subject to the terms of any other rights applicable plan or claims under this Agreementinsurance contract and applicable law.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon In the death of Executive and may be terminated at the Company’s discretion as a result event of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness's death, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due shall pay to Executive’s death or Disability's designated beneficiary, then or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) Executive, or, upon death, any benefit payable pursuant to Executive’s designated beneficiary or estate, as applicable, Section 3 shall be eligible prorated and made available to receive (A) any earned but unpaid Cash Bonus Executive in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death his death. The Company may maintain insurance on its behalf to satisfy in whole or Disability and (ii) Executive’s then-outstanding equity-based awards under in part the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to obligations of the number of shares that would have become earned and vested if the target level of performance was metSection 8. In the case event of DisabilityExecutive's disability, as hereinafter defined, the Company shall pay to Executive an amount equal to the difference, if any, between Executive’s 's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the long-term disability insurance policy which the Company presently maintains for the benefit of Executive. Payments by the Company hereunder, if any, shall be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive shall be entitled to the disability benefits provided by this Section if, by reason of physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to both the Board of Directors of the Bank and Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the foregoing is conditioned on: (i) terms and conditions of the disability insurance policy carried on the Executive having first signed a release agreement in the form provided by the Company Company, he shall be deemed to be disabled as provided herein without further proof. Executive shall make himself available for and reasonably acceptable submit to Executive, but containing no further post-employment restrictions or covenants other than those such examinations by said physician as may be directed from time to which Executive is already subject hereunder, and time by the release becoming irrevocable by its terms within sixty (60) calendar days following the date physician. Failure to submit to any such examination shall constitute a material breach of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in her customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or her guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or her personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and her annual bonus prorated to date of any completed fiscal year that termination (to the extent the Compensation Committee has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or her legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor her estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. If the Termination Date occurs by reason of the Executive’s employment hereunder shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s 's death or Disabilitydisability as set forth in Sections 5.1.1 or 5.1.2 above, then then: (i) the Executive, or, upon death, to Executive’s designated beneficiary or estate, his Beneficiary (as applicabledefined below), shall be eligible to receive (A) any earned vested but unpaid Cash Bonus rights or benefits the Executive may have accrued as of the Termination Date under any Benefit plans of the Company provided in respect Section 4 above or under any compensation plan, whether equity-based or cash-based, payable in accordance with the respective terms of any completed fiscal year that has ended prior to the date of plans, practices and arrangements under which such termination and Benefits or compensation were accrued (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and "VESTED ARRANGEMENTS"); (ii) all unvested RSUs shall accelerate and become fully vested, and the shares of Common Stock underlying all then vested RSUs shall be delivered to the Executive’s then-outstanding , upon the Termination Date; (iii) as determined by the Compensation Committee in its sole discretion, a number of unvested Bonus Restricted Shares and all other unvested equity-based awards under granted to the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested Executive shall accelerate and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect upon the Termination Date based upon the level of achievement by the Executive of applicable milestones as of the Termination Date and all remaining unvested Bonus Restricted Shares shall be returned to the number Company; (iv) to the extent the Executive holds vested stock options (whether vested on or prior to the Termination Date), he or his Beneficiary shall have three (3) years following the Termination Date in which to exercise such options, or, if longer, the length of shares that would have become earned time provided for post-termination exercise per the award agreement granting such option; and (v) to the extent the Executive (and vested if any eligible dependents) was receiving health benefits immediately prior to the target level of performance was met. In the case of DisabilityTermination Date, Executive’s eligibility he (and any eligible dependents) shall continue to receive the foregoing is conditioned on: such health benefits for a period of twelve (i12) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementmonths thereafter.

Death or Disability. Executive’s employment hereunder The Employment Term shall terminate automatically terminate upon the death of Executive. The Employment Term and employment shall also terminate upon the "Disability" of Executive and may be terminated at the Company’s discretion as a result provided Employer shall have given Executive written notice of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive such termination not less than thirty (30) days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of termination. "Disability" shall mean a physical or mental disability of Executive which has continued, or is reasonably likely to continue, for a period of at least four (4) consecutive months and that has prevented, or would prevent Executive from performing his essential functions of his position (even with a reasonable accommodation that is not an undue hardship) under this Agreement during such period. Such disability shall be determined by Executive's regular physician or two physicians selected by the Board of Directors. Upon termination because of death or disability, Executive shall not be entitled to any additional Base Salary, bonus, or other compensation or benefits after the date of such termination and (B) except as provided in the next sentence. If Executive is terminated because of death or disability on or after January 1, but before the payment of the annual bonus for the fiscal year ending in March of that calendar year, Executive shall receive a prorated Target Cash Bonus pro rata annual bonus based on the length number of performance months the Executive was employed in that fiscal year; provided, however, that no such bonus shall be paid if no other Executive Vice President receives the applicable performance period prior annual bonus for that fiscal year. That amount of the bonus for the Executive shall be based on Executive's maximum target annual bonus. The payment of the annual bonus, if any, shall be made at the same time as the other executives of Employer receive their bonus payments, but in no event later than July 15 of the year of the termination. Termination by Employer Without Cause or Termination of Employment By Non-Renewal. Employer shall be entitled to death terminate Executive's employment without "Cause" at any time during Executive's employment. Written notice of the termination without Cause shall be delivered to Executive and shall specify the date of termination. At the time of the termination, Executive shall receive payment of the Base Salary through the date of the termination and any accrued vacation. Except as provided in this Section 4.1(b), Executive shall not be entitled to any Base Salary, bonus, or Disability other compensation or benefits after the date of such termination. If Employer terminates the employment relationship and (this Agreement without Cause, or if Employer decides not to renew this Agreement and thereby terminates Executive's employment, Executive shall receive the following after execution of the standard form of Severance Agreement and Release: i) a Lump Sum Payment equal to Twenty four months Base Salary, and ii) Executive’s then-outstanding equity-if Executive is terminated on or after January 1, but before the payment of the annual bonus for the fiscal year ending in March of that calendar year, Executive shall receive a pro rata annual bonus based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to on the number of shares months the Executive was employed in that would have become earned fiscal year; provided, however, that such bonus shall be paid only if at least one Executive Vice President receives an annual bonus for that fiscal year. That amount of the bonus for the Executive shall be based on Executive's maximum target annual bonus. The Lump Sum Payment shall be paid to Executive within 60 days of the date of the termination. The payment of the annual bonus, if any, shall be made at the same time as the other executives of Employer receive their bonus payments, but in no event later than July 15 of the year of the termination. Additionally, in the event Executive elects to continue his medical and vested if dental coverage under the target level Consolidated Omnibus Budget Reconciliation Act of performance was met1985 ("COBRA") and remains eligible for coverage under COBRA, Employer will pay directly to the insurance carriers the full cost of Executive's monthly COBRA premium for medical and dental coverage for the first eighteen months of such coverage in accordance with the COBRA regulations. In The aggregate amount paid under the case preceding sentences is referred to herein as the "Severance Amount." Payment of Disabilitythe Severance Amount shall be in lieu of all other claims, Executive’s eligibility damages or liabilities Executive might otherwise assert against Employer, including, without limitation, those for breach of this Agreement or for discrimination. The Severance Amount shall be paid as severance and only upon execution, without revocation, by Executive of Employer's standard form of Severance Agreement and Release within 30 days following such termination. If Executive fails to execute the release within 30 days and/or revokes such release, then Executive shall not receive any Severance Amount. The Severance Agreement and Release will require Executive to release all claims against Employer and its Executives in order to receive the foregoing Severance Amount. The amount of the Severance Amount is conditioned on: (i) Executive having first signed a release agreement subject to an increase pursuant to the provisions of Section 5 Change in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this AgreementControl.

Death or Disability. (a) Company may terminate Executive’s 's employment hereunder if Executive dies or becomes permanently disabled. Executive shall automatically terminate upon the death be deemed "permanently disabled" for purposes of Executive and may be terminated at the Company’s discretion as a result this Employment Agreement if he is unable, by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days illness, accident, or a total of 120 days out of 365 consecutive days as a result of a other physical or mental illnessincapacity, injury or impairment, to perform substantially all as determined in good faith by the Company. of his normal duties for a continuous period of ninety (90) days. (b) If Executive’s 's employment is terminated by the Company due to Executive’s on account of his death or Disabilitydisability, then Company shall pay and provide to Executive or, if Executive is incompetent or deceased, his representative, attorney-in-fact, conservator, surviving spouse, heir(s), representative, trust or estate (hereinafter, "Executive's Representative") the Severance Package for a period of twelve (12) months, as more particularly described in, and subject to, the terms of the Severance Agreement. Company's obligations under the Severance Agreement are conditioned on, and shall not commence until, the occurrence of each of the following: (i) timely execution and delivery of the Severance Agreement to Company, within fifty-three (53) days after Company gives Executive or Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect 's Representative written notice of any completed fiscal year that has ended prior to the effective date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability termination, and (ii) the expiration of seven (7) days, after delivery to Company of the executed Severance Agreement by Executive or Executive’s then-outstanding equity-based awards 's Representative, without Executive or Executive's Representative having revoked acceptance of the Severance Agreement. In no event, however, shall Company have any obligation to provide compensation and benefits under the Equity Plan Severance Agreement (including any awards issued by an acquirer aa) while Company is still paying compensation and providing benefits under the terms of this Employment Agreement, or successor to ABM in exchange or substitution for such awards(bb) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to until after the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the effective date of Executive’s termination of employment; and 's termination. (iic) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have accrue or be entitled to additional "paid time off", vacation pay, sick pay benefits, non-accrued bonuses, non-accrued or non vested stock options, or any other rights compensation or claims under this benefits (related to Executive's employment or otherwise), after the effective date of termination, except as specifically described in Subsection 6.5 (b) above and the Severance Agreement. (d) Company shall pay and deliver to Executive (or Executive's Representative, if applicable) all accrued salary, accrued vacation pay, accrued bonuses or other accrued pay, expenses, benefits, and vested stock options, through and upon the effective date of termination, IRRESPECTIVE OF WHETHER EXECUTIVE OR EXECUTIVE'S REPRESENTATIVE SIGNS AND/OR DELIVERS THE ATTACHED SEVERANCE AGREEMENT.

Death or Disability. The Company may terminate Executive’s 's employment for disability in the event Executive has been unable to perform her material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate upon on Executive's death. In the death of Executive and may be terminated at event Executive's employment with the Company’s discretion as a result Company terminates during the Employment Term by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days 's death or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or DisabilityDisability Termination, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination (i) any forfeiture provision of any Restricted Stock or Restricted Units shall lapse and Executive shall be fully vested in such Restricted Stock and Restricted Units, (ii) the Stock Option and all other stock option or equity grants to Executive shall vest in full so as to become fully exercisable, (iii) the Company shall promptly pay and provide Executive (or in the event of Executive's death, Executive's estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested unpaid bonus accrued with respect to the number fiscal year ending on or preceding the date of shares that would have become earned termination, (C) reimbursement for any unreimbursed expenses incurred through the date of termination and vested if the target level of performance was met. In the case of Disability(D) all other payments, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions benefits or covenants other than those fringe benefits to which Executive is already may be entitled subject hereunderto and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts which may become due under Sections 6, 9 and 10 hereof (collectively, items under (iii) are referred to as "Accrued Benefits"), (iv) the Company shall pay the Guaranteed 1999 Bonus and the release becoming irrevocable by its terms within sixty Guaranteed 2000 Bonus to the extent not previously paid or paid under (60v) calendar days following the date of Executive’s termination of employment; below and (iiv) the Company shall pay to Executive at the time other senior executives are paid under any Variable Pay Plan or cash bonus or long term incentive plan, a pro- rata bonus equal to the amount Executive would have received if employment continued (without any discretionary cutback) multiplied a fraction where the numerator is the number of days in each respective bonus period prior to Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth 's termination and the denominator is the number of days in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementthe bonus period (the "Prorated Bonus").

Death or Disability. Executive’s Employee's employment hereunder shall automatically will terminate (x) immediately upon the death of Executive and may be terminated Employee during the term of his employment hereunder or (y) at the option of the Company’s discretion , upon 30 days' prior written notice to Employee, in the event of Employee's disability. Employee shall not be deemed disabled unless, as a result of Executive’s Disability. “Disability” means Executive’s substantial inability Employee's incapacity due to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all illness (as determined in good faith by a physician mutually selected by Employee or his representative and the Company. If Executive’s employment is terminated by ), Employee shall have been absent from and unable to perform his duties with the Company due on a full-time basis for 120 consecutive business days. In the event of termination of Employee's employment pursuant to Executive’s death or Disability, then this Section 6(a): (1) The Company shall immediately pay Employee (i) Executiveany portion of Employee's Base Salary accrued but unpaid through the date of such termination, or(ii) all payments and reimbursements under Section 5 hereof for expenses incurred prior to such termination, upon deathand (iii) a prorated annual bonus for the year of termination equal to seventy-five percent (75%) of the amount calculated by dividing Employee's annual Base Salary at the date of such termination by twelve and multiplying the result by the number of months in the year of such termination that began or ended prior to the date of such termination. If the Company achieves target performance objectives for the entire year in which such termination occurs that, under the Executive Bonus Plan or any other then effective bonus plan, would have entitled Employee to Executive’s designated beneficiary receive an annual bonus for such year calculated at a percent greater than seventy-five percent (75%) of Base Salary, Employee (or his estate, as applicable, ) shall be eligible entitled to receive receive, at the time such bonus would have normally been payable, an additional amount equal to (Ax) any earned but unpaid Cash Bonus such larger bonus amount divided by twelve and multiplied by the number of months in respect the year of any completed fiscal year such termination that has began or ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and minus (y) that are subject the amount previously paid pursuant to performance-based vesting for then-ongoing performance periods clause (iii) of the preceding sentence. (2) The Employee shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility be entitled to receive all vested benefits under the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company Company's otherwise applicable plans and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementprograms.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in his customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned accrued but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior Base Salary for services rendered to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. The Corporation may terminate the Executive’s 's employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a "Disability Termination"). The Executive's employment shall automatically terminate upon on the death Executive's death. In the event the Executive's employment with the Corporation terminates during the term of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days by reason of the Executive's death or a total of 120 days out of 365 consecutive days as a result of a physical Disability Termination, then upon and immediately effective the Date of Termination: (a) the Executive shall be fully and immediately vested in his unvested stock options or mental illness, injury or impairment, all as determined in good faith equity awards granted by the Company. If Corporation to the Executive’s employment is terminated , that are unvested on the Date of Termination so that such options and equity awards are fully and immediately exercisable by the Company due to Executive’s death ; (b) the Corporation shall promptly pay and provide the Executive (or Disabilityin the event of the Executive's death, then the Executive's estate): (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect Base Salary and any outstanding and accrued regular and special vacation pay through the Date of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and Termination; (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested unpaid Annual Bonus and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination; (iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination; and (iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as "Accrued Benefits"); and (c) the Corporation shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) at the time other senior executives are paid under any cash bonus or long term incentive plan, a PRO RATA Annual Bonus equal to the amount the Executive would have received if his employment continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of shares that would have become earned days in each respective bonus period prior to the Executive's termination and vested if the target level denominator is the number of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement days in the form provided by bonus period (the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement"Prorated Bonus").

Death or Disability. Executive’s employment hereunder shall automatically terminate upon If the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated during the Employment Period by reason of the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, this Agreement shall terminate without further obligations to the Executive or Executive’s designated beneficiary or estatelegal representatives, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to under this Agreement other than those obligations accrued hereunder at the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to his death or Disability and Disability, including, for this purpose (i) the Executive’s accrued but unpaid full Base Salary through the Date of Termination, (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) product of (x) that are subject the average of the two most recent annual bonuses paid to time-based vesting will not be forfeited but will become immediately fully vested the Executive omitting from the average any year in which no bonus was paid (the “Annual Bonus”) and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to a fraction, the numerator of which is the number of shares that would have become earned days in the current fiscal year of the Corporation through the Date of Termination, and vested if the target level denominator of performance was metwhich is 365 (such product, the “Pro-rated Bonus Obligation”), and (iii) any other amounts or benefits owing to the Executive under the then applicable employee benefit plans or policies of the Corporation, including an employee benefit plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, an Employee Benefit Plan”), with such amounts to be paid in accordance with the terms of such Employee Benefit Plans (such amounts specified in clauses (i), (ii) and (iii) are hereinafter referred to as “Accrued Obligations”). In Except in the case of Disabilitypayments due to the Executive under any Employee Benefit Plan, all such Accrued Obligations shall be paid to the Executive or Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estatelegal representatives, as applicable, in a lump sum in cash within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive’s family shall be entitled to receive benefits at least equal to the most favorable level of benefits available to surviving families of executives of the Corporation and its affiliates under such plans, programs and policies relating to family death benefits, if any, of the Corporation and its affiliates in effect at any time during the 90-day period immediately preceding the Effective Date. For purposes of this Section 7(a), Disability shall mean the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not have less than 12 months, (ii) is, by reason of any other rights medically determinable physical or claims mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under this Agreement.an accident and health plan sponsored by the Corporation and which covers employees of the Corporation or (iii) is determined to be totally disabled by the Social Security Administration”

Death or Disability. (a) The Executive’s employment hereunder shall terminate automatically terminate upon the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. (b) If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; (ii) a lump sum payment, which shall be paid within 30 days following the Termination Date, equal to the sum of the Executive’s Base Salary and may Target Bonus for the year in which the Termination Date occurs; (iii) with respect to the fiscal year in which the Termination Date occurs, an amount equal to (X) the Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) a fraction, the numerator of which is the number of days between first day of the calendar year in which the Termination Date occurs and the Termination Date and the denominator of which is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.3(b)(ii) hereof; and (iv) the treatment of any outstanding equity awards shall be terminated at determined in accordance with the terms of the Equity Plan and the applicable award agreements; provided that notwithstanding the terms of the Equity Plan or any applicable award agreements, all outstanding unvested stock or equity unit options, appreciation units, stock appreciation rights and any other equity-based compensation awards, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; provided, that any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code shall remain in effect. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, “Disability” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s discretion as a result of long-term disability plan, or if there is no such plan, the Executive’s Disability. “Disability” means inability, due to physical or mental incapacity, to substantially perform the Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 one hundred eighty (180) days out of 365 any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days days; provided however, in the event the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of a physical or mental illness, injury or impairment, all the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in good faith writing by a qualified, board-certified independent physician mutually acceptable to the Executive and the Company. If Executive’s employment is terminated by the Executive and the Company due cannot agree as to Executive’s death or Disabilitysuch a qualified independent physician, then (i) Executive, or, upon death, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which the Executive is already subject hereunder, shall be final and the release becoming irrevocable by its terms within sixty (60) calendar days following the date conclusive for all purposes of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. The Company may terminate Executive’s 's employment for disability in the event Executive has been unable to perform Executive's material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate on Executive's death. In the event Executive's employment with the Company terminates during the Employment Term by reason of Executive's death or a Disability Termination, then upon the death date of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then such termination: (i) any Options or other shares shall accelerate and be fully vested and immediately exercisable; (ii) the Company shall, within fourteen (14) days of the date Executive's employment is terminated, or, upon pay and provide Executive (or in the event of Executive's death, to Executive’s designated beneficiary or 's estate, as applicable, shall be eligible to receive ) (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to Base Salary through the date of such termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or as required under applicable law, or grant any amounts that may become due under Sections 3 or 4 hereof (the items under this clause (ii) are collectively referred to as "Accrued Benefits"); and (iii) the Company shall pay to Executive at the time other senior executives are paid under any cash bonus or long-term incentive plan, but in no event later than March 15th of the calendar year following the calendar year in which Executive's employment is terminated, a prorated Target Cash Bonus based on pro-rata bonus equal to the length amount Executive would have received if Executive's employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of performance days in the applicable performance each respective bonus period prior to Executive's termination and the denominator is the number of days in the bonus period (the "Prorated Bonus"); provided, however, that at the time of death or Disability and (ii) Executive’s then-outstanding equity-based awards under Termination, Executive is on pace to achieve the Equity Plan (including any awards issued by an acquirer or successor performance milestones necessary to ABM in exchange or substitution be eligible for such awardsbonus. (iv) (x) that are subject the Executive will continue to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested participate in any Bonus or Other Compensation plan, in accordance with respect to the number terms of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementsuch plan until such plan has expired.

Death or Disability. This Agreement will terminate automatically on Executive’s 's death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive's surviving spouse, or if Executive does not leave a surviving spouse, to Executive's estate. No other benefits shall be payable to Executive's heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained by AAGH. In the event Executive becomes "Disabled", Executive's employment hereunder and AAGH's obligation to pay Executive's Base Salary and, in the event Executive becomes "Disabled" during the first year of his employment with AAGH any additional compensation to which Executive may be entitled pursuant to paragraph 2B, (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by AAGH) shall continue for a period of twelve (12) months from the date of Executive's initial absence due to such Disability. If at the end of said twelve (12) month period Executive has not recovered from such Disability, Executive's employment hereunder shall automatically terminate upon cease and terminate. Executive shall be considered "Disabled" or to be suffering from a "Disability" for purposes of this paragraph 7 if, in the death judgment of Executive a licensed physician selected by the Board of Directors of AAGH and may be terminated at the Company’s discretion as confirmed by a result of licensed physician designated by Executive’s Disability. “Disability” means Executive’s substantial inability , and after any reasonable accommodations required by applicable law, he is unable to perform Executive’s the essential duties and responsibilities under this Agreement for either 90 consecutive days or a total functions of 120 days out of 365 consecutive days as a result of his position due to a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment and such incapacity is terminated by the Company due expected to Executive’s death or Disability, then continue for a period of at least twelve (i12) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to consecutive months from the date of the initial absence due to such termination incapacity. The determination by said physicians shall be binding and (B) a prorated Target Cash Bonus based on conclusive for all purposes. If the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided physician selected by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, Board and the release becoming irrevocable physician selected by its terms within sixty Executive cannot agree, the two (602) calendar days following physicians shall select a third (3rd) physician. The decision of the date of third (3rd) physician concerning Executive’s termination of employment; 's Disability then shall be binding and (ii) Executive’s continued compliance with conclusive on all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementinterested parties.

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in her customary duties by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or her guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or her personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) accrued but unpaid expenses required to be reimbursed under this Agreement, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiii) any earned but unpaid Cash Bonus in respect bonuses for any prior period and her annual bonus prorated to date of any completed fiscal year that termination (to the extent the Compensation Committee has ended prior set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or her legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor her estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times as she would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, any benefits (except perquisites) to which the Equity Plan (including Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for one year, subject to the terms of any awards issued applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by an acquirer reason of Treasury Regulation 1.409A-1(a)(5) or successor otherwise. In the event all or a portion of the benefits to ABM in exchange or substitution for such awardswhich the Executive was entitled pursuant to Section 5(b) (x) hereof are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect Section 409A of the Code subsequent to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing “applicable 2 ½ month period” (as such term is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations defined under this Agreement, including but not limited to those set forth in Treasury Regulation Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement1.409A-1(b)(4)(i)(A)).

Death or Disability. Executive’s employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive and may be terminated at the Company’s discretion as a result is unable to engage in any substantial gainful activity by reason of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a any medically determinable physical or mental illnessimpairment that can be expected to result in death, injury or impairmentlast for a continuous period of not less than 12 months; (ii) the Executive is, all as by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined in good faith to be totally disabled by the CompanySocial Security Administration. If Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by the Company due to reason of Executive’s death or Disabilitydisability, then the Company shall pay the following to the Executive or his personal representative: (i) Executiveany accrued but unpaid Base Salary for services rendered to the date of termination, or(ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, upon death(iii) any PTO accrued to the date of termination, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (Aiv) any earned but unpaid Cash Bonus in respect bonuses for any prior period and his annual bonus prorated to date of any completed fiscal termination (to the extent the Board has set a formula and it can be calculated), and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year that has ended prior to from the date of termination to exercise all such termination and previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (Bor his estate) a prorated Target Cash Bonus based on shall receive the length of performance in the applicable performance period prior to payments provided herein at such times he would have received them if there was no death or Disability and (ii) disability. Additionally, if the Executive’s then-outstanding equity-based awards under employment is terminated because of disability, the Equity Plan Executive shall receive any benefits (including any awards issued by an acquirer except perquisites) to which the Executive may be entitled pursuant to Section 5(b) hereof shall continue to be paid or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estateCompany, as applicablethe case may be, shall not have for one year, subject to the terms of any other rights applicable plan or claims under this Agreementinsurance contract and applicable law.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon Executive’s death or Executive’s Disability (as defined in the death Severance Plan). Upon the termination of Executive and may be terminated at the CompanyExecutive’s discretion employment as a result of this Section 4(a), Executive or Executive’s Disability. “Disability” means estate, as applicable, shall receive: (i) (x) in a lump sum cash payment within ten (10) days following such date of termination or on such earlier date as may be required by applicable law (A) any unpaid Base Salary and any unused vacation pay (if any) accrued through such date of termination, and (B) any unreimbursed expenses in accordance with Company policy, and (y) any vested or accrued benefits provided for under the applicable terms of applicable Company employee benefit plans or arrangements in accordance with such terms (clauses (x) and (y), and the applicable terms of payment, but with references to Executive’s substantial inability estate being replaced by references to perform Executive, if applicable, are hereafter referred to as the “Accrued Amounts”), (ii) subject to Executive’s essential duties or Executive’s estate, as applicable, executing and responsibilities under this Agreement for either 90 consecutive days or a total not revoking the general release of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined claims set forth in good faith by Exhibit A hereto (the Company. If “Release”) following the date on which Executive’s employment is terminated terminates, which Release shall be delivered to Executive or Executive’s estate, as applicable, within five (5) days following the date of termination and which must be executed (and not revoked) by Executive or Executive’s estate, as applicable, within sixty (60) days following the date of termination, the severance payments, rights, and benefits provided for in Section 5.1 of the Severance Plan (i.e., such termination shall be deemed to be a Qualifying Termination as defined in and under the Severance Plan, including but not limited to Sections 2(z) and 5.1 of the Severance Plan), including: a. the payments, benefits, Shares (as defined in the CBRE Group, Inc. 2017 Equity Incentive Plan and the CBRE Group, Inc. Amended and Restated 2019 Equity Incentive Plan, as applicable), rights, and interests set forth on the attached Schedule 1 (collectively, the “Schedule 1 Interests”), including (x) all cash payments, bonuses (and in the case of any bonus for the fiscal year in which the date of termination occurs (i.e., 2024), the annual bonus Executive would have earned for such fiscal year with 100% of such annual bonus calculated solely based on the applicable Company performance metrics with respect to such fiscal year and without regard to any assessment of personal performance as provided in Section 5.1(d)(i) of the Severance Plan), and benefits, and (y) accelerated vesting of Equity Awards, to be paid or delivered, as applicable, on the dates and in the amounts or number of Shares (but in the case of performance-vesting Equity Awards for which the performance period has not yet ended, subject to the level of performance actually achieved) set forth on that Schedule 1 (except that for purposes of this Section 4(a), the “Separation Date” shall be deemed to be the date of the termination of Executive’s employment due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estateDisability), as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.and

Death or Disability. Executive’s employment hereunder shall automatically terminate upon In the death of Executive and may be terminated at the Company’s discretion as a result event of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness's death, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due shall pay to Executive’s death or Disability's designated beneficiary, then or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) in the event of a change in control of the Company as defined herein, Executive, or, upon death, to Executive’s 's designated beneficiary or his estate, as applicablethe case may be, shall be eligible entitled to receive the benefits of Section 10(b) hereof, and (Aii) any earned but unpaid Cash Bonus benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death his death. The Company may maintain insurance on its behalf to satisfy in whole or Disability and (ii) Executive’s then-outstanding equity-based awards under in part the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to obligations of the number of shares that would have become earned and vested if the target level of performance was metSection 8. In the case event of DisabilityExecutive's disability, as hereinafter defined, the Company shall pay to Executive an amount equal to the difference, if any, between Executive’s 's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the long-term disability insurance policy which the Company presently maintains for the benefit of Executive. Payments by the Company hereunder, if any, shall be made in equal installments as provided in Section 3 throughout what would otherwise be the remaining term of employment hereunder. Executive shall be entitled to the disability benefits provided by this Section if, by reason of physical or mental impairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to the Board of Directors of the Bank and Executive; provided, however, if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the foregoing is conditioned on: (i) terms and conditions of the disability insurance policy carried on the Executive having first signed a release agreement in the form provided by the Company Company, he shall be deemed to be disabled as provided herein without further proof. Executive shall make himself available for and reasonably acceptable submit to Executive, but containing no further post-employment restrictions or covenants other than those such examinations by said physician as may be directed from time to which Executive is already subject hereunder, and time by the release becoming irrevocable by its terms within sixty (60) calendar days following the date physician. Failure to submit to any such examination shall constitute a material breach of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement.

Death or Disability. The Company may terminate Executive’s employment for disability in the event Executive has been unable to perform his material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a “Disability Termination”). Executive’s employment shall automatically terminate upon the death of Executive and may be terminated at the Company’s discretion as a result of on Executive’s Disabilitydeath. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by In the Company. If event Executive’s employment is terminated by with the Company due to terminates during the Employment Term by reason of Executive’s death or Disabilitya Disability Termination, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect of any completed fiscal year that has ended prior to the date of such termination and termination: (Bi) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares Option Shares that would have become earned and vested if solely due to the target level passage of performance was met. In time during the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: twelve (i12) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following month period beginning on the date of Executive’s termination of employment; and death or Disability Termination shall immediately vest; (ii) the Company shall, within thirty (30) days of the date Executive’s continued compliance with employment is terminated, pay and provide Executive (or in the event of Executive’s death, Executive’s estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all continuing obligations other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 5 and 9 hereof (collectively, items under this Agreementclause (i) are referred to as “Accrued Benefits”); and (iii) the Company shall pay to Executive at the time other senior executives are paid under any cash bonus or long-term incentive plan, including but not limited in no event later than March 15 of the year following the year in which Executive’s employment is terminated, a pro-rata bonus equal to those set forth the amount Executive would have received if Executive’s employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of days in Section 5. Thereaftereach respective bonus period prior to Executive’s termination and the denominator is the number of days n the bonus period (the “Prorated Bonus”); provided, however, that at the time of death or Disability Termination, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementis on pace to achieve the performance milestones necessary to be eligible for such bonus.

Death or Disability. Executive’s employment hereunder shall automatically terminate upon Executive’s death or Executive’s Disability (as defined in Section 2(l) of the death Change in Control and Severance Plan for Senior Management effective March 24th, 2015 (the “Severance Plan”)). Upon the termination of Executive and may be terminated at the CompanyExecutive’s discretion employment as a result of this Section 4(a), Executive or Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If Executive’s employment is terminated by the Company due to Executive’s death or Disability, then (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall receive (i) (x) in a lump sum cash payment within ten (10) days following such date of termination or on such earlier date as may be eligible to receive required by applicable law (A) any earned but unpaid Cash Bonus in respect of Base Salary and any completed fiscal year that has ended prior to the unused vacation pay (if any) accrued through such date of such termination termination, and (B) a prorated Target Cash Bonus based on the length of performance any unreimbursed expenses in accordance with Company policy, and (y) any vested or accrued benefits provided for under the applicable performance period prior terms of applicable Company employee benefit plans or arrangements in accordance with such terms (clauses (x) and (y), and the applicable terms of payment, but with references to death or Disability and Executive’s estate being replaced by references to Executive, if applicable, are hereafter referred to as the “Accrued Amounts”), (ii) Executive’s then-outstanding equity-based awards under accelerated vesting of the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) restricted stock units that are subject to time-based vesting will not be forfeited but will become immediately fully vested and the Special Award Agreements (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested with respect to the number of shares that would have become earned and vested if the target level of performance was met. In actually achieved to the case extent applicable) in accordance with the non-Retirement good leaver provisions set forth in the first paragraph of DisabilitySection 4 of each of the Special Award Agreements, which Shares underlying such restricted stock units shall be delivered on the dates set forth on Schedule 1, and (iii) subject to Executive’s eligibility or Executive’s estate, as applicable, executing and not revoking the general release of claims set forth in Exhibit A hereto following the date on which Executive’s employment terminates, which release shall be delivered to receive Executive or Executive’s estate, as applicable, within five (5) days following the foregoing is conditioned on: date of termination and which must be executed (iand not revoked) by Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to or Executive’s estate, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunderas applicable, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of termination, the severance payments, rights, and benefits provided for in Section 5.1 of the Severance Plan (i.e., such termination shall be deemed to be a Qualifying Termination under Sections 2(z) and 5.1 of the Severance Plan), including (x) the payments, benefits, Shares (as defined in the CBRE Group, Inc. 2012 Equity Incentive Plan, the CBRE Group, Inc. 2017 Equity Incentive Plan or the CBRE Group, Inc. 2019 Equity Incentive Plan, as applicable), rights, and interests set forth on the attached Schedule 1, including all cash payments, bonuses, benefits, and accelerated vesting of Equity Awards (including the restricted stock units subject to the Special Award Agreements) (collectively, the “Schedule 1 Interests”), to be paid or delivered, as applicable, on the dates and in the amounts or number of Shares (but in the case of performance-vesting Equity Awards for which the performance period has not yet ended, subject to the level of performance actually achieved) set forth on that Schedule 1 (except that for purposes of this Section 4(a) and Section 4(d), the “Separation Date” shall be deemed to be the date of the termination of Executive’s employment), (y) COBRA continuation coverage under the Company’s group health insurance plan for the 18-month period following the date of Executive’s termination of employment; and , with Executive (ii) Executive’s continued compliance with all continuing obligations under this Agreementor his estate, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary spouse or estateeligible dependents, as applicable) continuing to pay the same amount of monthly premium as in effect for an active employee with the same coverage, shall not have any other rights subject to the terms and conditions of Section 5.1(f) of the Severance Plan, or claims under as otherwise provided in Section 5.1(f) of the Severance Plan (the “Continuation Coverage”), and (z) reasonable outplacement services subject to the terms and conditions of Section 5.1(g) of the Severance Plan (“Outplacement Services”), subject to Section 14.2 of the Severance Plan which is hereby incorporated into and made part of this Agreement.

Death or Disability. The Corporation may terminate the Executive’s employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”). The Executive’s employment shall automatically terminate upon on the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disabilitydeath. “Disability” means In the event the Executive’s substantial inability to perform employment with the Corporation terminates during the term of this Agreement by reason of the Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days death or a total of 120 days out of 365 consecutive days as a result of a physical Disability Termination, then upon and immediately effective the Date of Termination: (a) the Executive shall be fully and immediately vested in his unvested stock options or mental illness, injury or impairment, all as determined in good faith equity awards granted by the Company. If Corporation to the Executive, that are unvested on the Date of Termination so that such options and equity awards are fully and immediately exercisable by the Executive; (b) the Corporation shall promptly pay and provide the Executive (or in the event of the Executive’s employment is terminated by death, the Company due to Executive’s death or Disability, then estate): (i) Executive, or, upon death, to Executive’s designated beneficiary or estate, as applicable, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect Base Salary and any outstanding and accrued regular and special vacation pay through the Date of any completed fiscal year that has ended prior to the date of such termination and (B) a prorated Target Cash Bonus based on the length of performance in the applicable performance period prior to death or Disability and Termination; (ii) Executive’s then-outstanding equity-based awards under the Equity Plan (including any awards issued by an acquirer or successor to ABM in exchange or substitution for such awards) (x) that are subject to time-based vesting will not be forfeited but will become immediately fully vested unpaid Annual Bonus and (y) that are subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination; (iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination; (iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as “Accrued Benefits”); and (v) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; and (c) the Corporation shall pay to the Executive (or in the event of the Executive’s death, the Executive’s estate) at the time other senior executives are paid under any cash bonus or long term incentive plan, a pro rata Annual Bonus equal to the amount the Executive would have received if his employment continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of shares that would have become earned and vested if days in each respective bonus period prior to the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination and the denominator is the number of employment; and days in the bonus period (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreementthe “Prorated Bonus”).

Death or Disability. Executive’s employment hereunder shall automatically terminate upon A) If the death of Executive and may be terminated at the Company’s discretion as a result of Executive’s Disability. “Disability” means Executive’s substantial inability to perform Executive’s essential duties and responsibilities under this Agreement for either 90 consecutive days or a total of 120 days out of 365 consecutive days as a result of a physical or mental illness, injury or impairment, all as determined in good faith by the Company. If ExecutiveParticipant’s employment is terminated by the Company due to Executive’s death or DisabilityDisability on or prior to the first anniversary of the Grant Date, then (i) Executive, the Participant or, upon deathas the case may be, to Executivethe Participant’s designated beneficiary or estate, as applicableshall retain a portion of his or her Performance Stock Units equal to the aggregate number of Performance Stock Units subject to this Agreement multiplied by a fraction, shall be eligible to receive (A) any earned but unpaid Cash Bonus in respect the numerator of any completed fiscal year which is the number of days that has ended prior have elapsed from the Grant Date to the date of such termination and the denominator of which is 730 (a “Retained Award”). The remainder of the Performance Stock Units shall be forfeited and canceled as of the date of the Participant’s termination. The Restriction Period on the Retained Award shall lapse, if at all, as of the Certification Date if the Goal is achieved and, if so, the Retained Award shall be settled as provided in Section 3. B) a prorated Target Cash Bonus based on If the length of performance in the applicable performance period prior Participant’s employment is terminated due to death or Disability and (ii) Executive’s then-outstanding equity-based awards under after the Equity Plan (including any awards issued by an acquirer or successor first anniversary of the Grant Date, the Restriction Period shall lapse as to ABM in exchange or substitution for such awards) (x) that are 50% of the aggregate Performance Stock Units subject to time-based vesting will this Agreement multiplied by a fraction, the numerator of which is the number of days that have elapsed from the first anniversary of the Grant Date to the date of termination and the denominator of which is 365; provided that, if, as of the Certification Date, the Committee determines that the Goal has not been achieved, then the result of the foregoing calculation shall be forfeited reduced to zero. The Restriction Period shall lapse, if at all, on the date of termination of employment, if such termination occurs after the first anniversary of the Grant Date and after the Certification Date. However, in the event that such termination of employment occurs after the first anniversary of the Grant Date but will become immediately fully vested prior to the Certification Date, the determination of whether the Restriction Period shall lapse shall be made as of the Certification Date and (y) that are not as of the date of termination and the Restriction Period shall lapse, if at all, on the Certification Date. Any Performance Stock Units subject to performance-based vesting for then-ongoing performance periods shall immediately become fully vested this Agreement with respect to which the number Restriction Period does not lapse in accordance with this Section 2(c)(i)(B) shall be immediately forfeited and canceled. Settlement of shares that would have become earned and vested if the target level of performance was met. In the case of Disability, Executive’s eligibility to receive the foregoing is conditioned on: (i) Executive having first signed a release agreement in the form provided by the Company and reasonably acceptable to Executive, but containing no further post-employment restrictions or covenants other than those Performance Stock Units with respect to which Executive is already subject hereunder, and the release becoming irrevocable by its terms within sixty (60) calendar days following the date of Executive’s termination of employment; and (ii) Executive’s continued compliance with all continuing obligations under this Agreement, including but not limited to those set forth Restriction Period lapses shall be made as provided in Section 5. Thereafter, Executive and Executive’s designated beneficiary or estate, as applicable, shall not have any other rights or claims under this Agreement3.