EXHIBIT 10.27
ABM INDUSTRIES INCORPORATED
NON-EMPLOYEE DIRECTOR RETIREMENT BENEFIT AGREEMENT
THIS AGREEMENT is entered into this ______ day of ____________, ____ by and
between ABM INDUSTRIES INCORPORATED ("ABM") and __________________("Non-Employee
Director"), as follows:
1a. Early Retirement. At any time during Non-Employee Director's term of
office, upon or after completing at least five years of service as a
Non-Employee Director and upon or after attaining the age of sixty-two
years (but before attaining the age of seventy-two years) Non-Employee
Director may, but shall not be required to, retire from membership on the
Board of Directors of ABM ("Board").
1b. Senior Retirement. At any time during Non-Employee Director's term of
office, upon or after attaining the age of seventy-two years, Non-Employee
Director may, but shall not be required to, retire from membership on the
Board of Directors of ABM ("Board").
2. Any Non-Employee Director who elects either Early Retirement or Senior
Retirement shall have the title "Director Emeritus" and shall receive the
retirement benefits provided below.
3. Director Emeritus shall be entitled to compensation as follows:
a. Upon Early or Senior Retirement, ABM shall pay to Director Emeritus
the monthly retainer ("Monthly Retainer") received by Non-Employee
Director prior to retirement, which amount shall be reduced on a
pro-rata basis for fewer than ten years of service (i.e. eight years
of prior service as a Non-Employee Director entitles Director
Emeritus to eighty per cent of the full benefit) and such payments
shall continue until the earlier of: (i) a period of ten years after
the Non-Employee Director's retirement or (ii) the death of Director
Emeritus.
b. A Non-Employee Director under age seventy-two who retires with
fewer than five years service as a Non-Employee Director shall not
be entitled to any retirement benefit.
4. Any Director Emeritus, upon or after attaining the age of seventy-two
years, may elect in writing to receive a lump sum payment of the total or
balance, as applicable, of the Monthly Retainer on a present value basis
using an annual discount rate of eight per cent.
5. Upon invitation by the Board, a Director Emeritus will be welcome to
attend Board meetings and other Board activities, however a Director
Emeritus shall not be entitled to payment of any fees or expenses by ABM
in connection with such attendance.
NON-EMPLOYEE DIRECTOR ABM INDUSTRIES INCORPORATED
______________________________ BY _______________________________
