EXHIBIT 10.37
October 1, 1996
Xx. Xxxxxxx X. Xxxxxx
ABM Industries Incorporated
00 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
RE: SECOND AMENDMENT OF CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT
Dear Xxxx:
As you are aware, your employment agreement ("Agreement") currently in effect
(previously amended effective November 1, 1994) is hereby modified in accordance
with the recommendations of the Board of Directors' Officer Compensation & Stock
Option Committee. This shall constitute the Second Amendment of the Agreement
which shall be effective November 1, 1996, as follows:
PARAGRAPH C. DUTIES & RESPONSIBILITIES shall be amended in its entirety to read:
"Xx. Xxxxxx shall be expected to assume and perform such executive and
managerial duties and responsibilities as are assigned from time-to-time by the
Board of Directors of ABM (the "Company"), to whom Xx. Xxxxxx shall report and
be accountable.
PARAGRAPH E. TERM OF AGREEMENT shall be amended in its entirety to read:
"Employment hereunder shall commence on November 1, 1996 for an initial term of
forty-eight (48) months, ending October 31, 2000 ("Initial Term") unless sooner
terminated pursuant to Paragraph O hereof, or later extended pursuant to
Paragraph N hereof ("Extended Term")."
PARAGRAPH X.1(a) SALARY shall be amended in its entirety to read:
"(a) Five Hundred Fifty Two Thousand Dollars ($552,000) from 11/1/96
through 10/31/97."
PARAGRAPH X.2.(d) BONUS shall be amended in its entirety to read: "Subject to
proration in the event of modification or termination of employment hereunder
(and further subject to the provisions of Paragraph X.2.(f) per the 11/1/94
amendment of Agreement), Xx. Xxxxxx'x Bonus calculation shall be in two parts:
(i) the maximum Bonus for each Fiscal Year of the Company based upon the total
profit of the Company ("Total Profit Bonus") shall be fifty (50%) percent of the
salary set in Paragraph X.1, and (ii) the Total Profit Bonus shall be combined
with the Bonus based upon the amount of increase, if any, in the Company's
annual Profit over the prior Fiscal Year's Profit ("Profit Increase Bonus") and
the maximum of the Total Profit Bonus and the Profit Increase Bonus shall not
exceed one hundred (100%) of the Salary set in Paragraph X.1."
Xx. Xxxxxxx X. Xxxxxx
October 1, 1996
Page Two
PARAGRAPH X.2.(g) SPECIAL BONUS shall be added as follows:
"(g) Xx. Xxxxxx shall be entitled to a further one-time Bonus, based upon
the Company's Profit for Fiscal Years 1995 and 1996; however, such
Bonus shall be earned by and payable to Xx. Xxxxxx only if the
Company's EPS for Fiscal Year 1996 equals or exceeds $1.05 per share.
Xx. Xxxxxx'x Bonus hereunder, if any, shall equal one-half (50%) of
the Bonus which Xx. Xxxxxx would have been paid for Fiscal Years 1995
and 1996, but was not, because of the maximum bonus limits imposed
pursuant to Paragraph X.2.(d) (prior to such provision being amended
by this Second Amendment) of this Agreement."
PARAGRAPH X.9 SAN FRANCISCO BAY AREA RESIDENTIAL LOAN shall be added as
follows:
"9. At Xx. Xxxxxx'x request, the Company shall loan to Xx. Xxxxxx up to a
maximum of $250,000 with interest thereon payable at six (6%) percent
per annum. Said loan shall be payable monthly, interest only, with
the entire unpaid principal and unpaid interest fully due and payable
at the earlier of: (a) ten (10) years after the loan is made, or (b)
within six (6) months after the termination of Xx. Xxxxxx'x full-time
employment with the Company for any reason whatsoever. Such loan
shall be secured by a first deed of trust on such real property. Upon
Xx. Xxxxxx'x written request for such loan, Xx. Xxxxxx and the Company
shall execute all promissory notes, deeds of trust and other normal
documents in connection with such loan which documents shall contain
terms and conditions as are usually and commonly employed by Bank of
America in making residential loans in the San Francisco Bay Area."
In all other respects the Agreement, as previously amended, will remain
unchanged.
Please sign all three (3) originals of this letter and return two (2) of them to
me.
Sincerely,
Xxxxx X. Xxxx
HHK/dbw
I agree to the foregoing:
________________________
Xxxxxxx X. Xxxxxx
