EXHIBIT 10.18 Page 1 of 4
ABM INDUSTRIES INCORPORATED
2002 PRICE-VESTED PERFORMANCE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement") dated as of ____________ day of
_______, 200_, is entered into by and between ABM Industries Incorporated, a
Delaware corporation (the "Company"), and ____________ (the "Optionee").
WITNESSETH
In consideration of the mutual promises and covenants made herein and the mutual
benefits to be derived here from, the parties hereto agree as follows:
1. Grant of Options.
Subject to the provisions of this Agreement and the Plan, the Company
hereby grants to the Optionee the right and option to purchase _____
shares of the Company's common stock, par value $0.01 per share (the
"Common Stock") at an exercise price of $__.__ (the "Option").
2. Exercisability of Options.
a. The Option may be exercised only to the extent it is vested.
b. The vested portion of the Option may be exercised, in whole or
in part, at the times and in the manner set forth in the Plan;
provided, however, that such vested portion shall not be exercised:
(1) before the first (1st) anniversary of the Option's
date of grant,
(2) at any one time for fewer than 100 shares, or such
number of shares as to which such Option is then
exercisable, if such number of shares is less than
100, and
(3) on or after the tenth (10th) anniversary of the
Option's date of grant.
3. Vesting of Options.
a. Subject to the limitations contained in this Agreement and the
Plan, unless the vesting of the Option is accelerated as set below, the
Option shall vest in full on the close of business on the eight (8th)
anniversary of its date of grant.
EXHIBIT 10.18 Page 2 of 4
b. During the four-year period commencing on its date of grant,
the vesting of the Option shall accelerate at such time as the Fair
Market Value of the Common Stock shall have been equal to or greater
than the assigned Vesting Price for ten (10) trading days in any period
of thirty (30) consecutive trading days. For purposes of this
paragraph, the "Vesting Price" means the following:
(1) $20.00 for ______ shares of Common Stock subject to
the Option.
(2) $22.50 for ______ shares of Common Stock subject to
the Option.
(3) $25.00 for ______ shares of Common Stock subject to
the Option.
(4) $27.50 for ______ shares of Common Stock subject to
the Option.
4. No Right to Employment.
Nothing in this Agreement or the Plan shall confer upon the Optionee
any right to continue in the employ of the Company or any of its
Affiliates, or interfere in any way with the right of the Company or
any such Affiliate to terminate such employment with or without cause
at any time whatsoever absent a written employment contract to the
contrary. In addition, nothing in this Agreement shall obligate the
Company or any of its Affiliates, their respective shareholders, board
of directors, officers or employees to continue any relationship that
the Optionee might have as a member of the board of directors or
consultant for the Company or an Affiliate.
5. Effect of Certain Changes.
If any change is made to the Common Stock subject to the Option,
without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split,
liquidating dividend, combination of shares, exchange of shares, or
other transaction not involving the receipt of consideration by the
Company) the Committee shall appropriately adjust the number of shares
subject to the Options, the exercise price per share and the Vesting
Price. The Committee's determination shall be final, binding and
conclusive.
6. Taxes and Withholding.
a. No later than the date of exercise of any portion of the
Option, and prior to the delivery of any shares of Common Stock to any
Optionee, the Optionee shall pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any and all federal,
state or local taxes of any kind required by law to be withheld upon
such exercise. To the extent permitted and required by law, the Company
shall have the right to deduct from any payment of any kind
EXHIBIT 10.18 Page 3 of 4
otherwise due to the Optionee, any and all federal, state and local
taxes that may result from the exercise of the Option.
b. Optionee agrees that, in the event any governmental taxing
authority claims that any unpaid taxes, interest or penalties are due
and owing in connection with the Optionee's exercise of any Stock
Option granted under the Plan, the Optionee will be solely responsible
to defend and/or pay any such claim. The Optionee further agrees to
indemnify and hold the Company harmless from defending and/or paying
any such claim, including reasonable attorney's fees, in the event that
any governmental taxing authority seeks payment of any and all such
unpaid taxes, interest or penalties from the Company.
8. Notices.
Any notice to be given under the terms of this Agreement shall be in
writing and delivered to the Company at 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxxxxxx, XX 00000, Attention: General Counsel, and to the
Optionee at the address set forth on the last page of this Agreement or
at such other address as either party may hereafter designate in
writing to the other.
9. Effect of Agreement.
Except as otherwise provided hereunder, this Agreement shall be binding
upon and shall inure to the benefit of any successor(s) of the Company.
10. Laws Applicable to Construction.
The law of the State of California shall govern all questions,
concerning the construction, validity and interpretation of the
Agreement, without regard to such state's conflict of laws rules.
11. Interpretation.
The Option is subject to the all the provisions of the Plan, the
provisions of which are hereby made a part of the Option, and is
further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of a conflict between the provisions
of the Option and those of the Plan, the provisions of the Plan shall
control. In the event of any ambiguity in this Agreement, any term
which is not defined in this Agreement, or any matters as to which this
Agreement is silent, the Plan shall govern.
EXHIBIT 10.18 Page 4 of 4
12. Headings.
The headings of paragraphs herein are included solely for convenience
of reference and shall not affect the meaning or interpretation of any
of the provisions of this Agreement.
13. Amendment.
This Agreement may not be modified, amended or waived in any manner
except by an instrument in writing signed by both parties hereto. The
waiver by either party of compliance with any provision of this
Agreement shall not operate or be construed as a waiver of any other
provision of this Agreement, or of any subsequent breach by such party
of a provision of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Optionee has
hereunto set his or her hand.
for ABM INDUSTRIES INCORPORATED:
________________________________
Xxxxxx X. Xxxxxxxxx
President & CEO
for OPTIONEE:
________________________________
