EXHIBIT 10.33 AMENDMENT OF CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT WITH
SYDNEY J. ROSENBERG
November 14, 1994
Mr. Sydney J. Rosenberg
ABM Industries Incorporated
9831 West Pico Boulevard
Los Angeles CA 90035
RE: AMENDMENT OF CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT
Dear Sydney:
As you are aware, your Corporate Executive Employment Agreement ("Agreement") in
effect for the fiscal year ending October 31, 1994 did not automatically renew
pending further action by the Company's Executive Compensation Committee
("Committee") and Board of Directors. On October 25, 1994 the Board of
Directors accepted the recommendations of the Committee, and it is the purpose
of this letter to amend that Agreement effective November 1, 1994 in accordance
with the Committee's recommendations as follows:
The name of the Company as set forth in the first paragraph of the Agreement
shall be amended to: ABM Industries Incorporated.
Paragraph B. TITLE shall be amended in its entirety to read: Mr. Rosenberg's
title shall be Chairman of the Board of Directors of ABM Industries
Incorporated.
PARAGRAPH N. EXTENSION OF EMPLOYMENT shall be amended (except for its last
sentence which shall remain unchanged) to read: "Absent at least ninety (90)
days written notice of termination from either party to the other party prior to
the expiration of the Initial Term or any Extended Term of the Agreement,
employment hereunder shall continue for an Extended Term of three (3) years
("Extended Term") by which Executive and Company mean that all terms and
conditions of this Agreement during the Extended Term shall remain in full force
and effect except that the highest base Salary specified in Paragraph X1 shall
be increased annually as provided in Paragraph X.1(b) each year during the
Extended Term.
PARAGRAPH X.1 SALARY shall be amended in its entirety to read:
"(a) Two Hundred Sixty-Five Thousand Five Hundred Dollars ($260,500.00)
from 11/1/94 through 10/31/95.
Mr. Sydney J. Rosenberg
November 14, 1994
Page Two
(b) Effective 11/1/95 through 10/31/97, and for each year of an Extended
Term of this Agreement, if any, the Salary in Paragraph X.1(a) will be
adjusted upward annually to reflect the percentage increase change in
the American Compensation Association ("ACA") Index for the Western
Region ("ACA Index") with a six per cent (6%) maximum increase. The
adjustment, if any, shall be based upon the projected ACA Index as
published for the ACA fiscal year ending on the June 30th immediately
preceding the effective date of the proposed increase hereunder.
Notwithstanding the foregoing, there shall be no annual increase in
Salary for any such year unless the Company's earnings per share
("EPS") for the fiscal year of the Company (commencing November 1 and
ending October 31) ("Fiscal Year") then ending are equal to or greater
than the Company's EPS for the previous Fiscal Year of the Company.
There shall be no downward adjustment in salary in the event the ACA
Index shows a decrease from the prior Fiscal Year.
For example: for the Company's Fiscal Year commencing November 1,
1995, there would be no Salary increase unless the Company's EPS for
the Fiscal Year of the Company ending October 31, 1995 equaled or
exceeded the Company's EPS for Fiscal Year of the Company ending
October 31, 1994;
PARAGRAPH X.2 BONUS Subparagraphs (c) through (e) remain unchanged;
Introduction, and sub-paragraphs (a), (b) and (f) shall be amended to read:
"Subject to the provisions of Paragraph X.2(f) and further subject to proration
in the event of modification or termination of employment hereunder, Executive
shall be paid a bonus ("Bonus") based on the profit ("Profit") for each Fiscal
Year or partial Fiscal Year of the Company of employment hereunder during the
Initial Term and during the Extended Term, if any, of this Agreement.
(a) Such Bonus for each Fiscal Year of the Company shall be 0.1120 per
cent of the Company's annual Profit plus 1.7380 per cent of the amount
of any increase in the Company's annual Profit over the previous
Fiscal Year's Profit.
(b) Profit is defined as the consolidated income before income taxes of
Company, excluding: (1) gains or losses on sales or exchanges of real
property or on sales or exchanges of all or substantially all of the
stock or assets of a subsidiary corporation or any other business unit
of Company, (2) gains or losses on the discontinuation of any business
unit of Company and, (3) the discretionary portion of any
contributions made to any profit sharing, service award or similar
plans.
(f) Notwithstanding the foregoing, no Bonus for any Fiscal Year of the
Company shall be payable: (i) unless the Company's EPS for the Fiscal
Year then ending is equal to or greater than 80% of the Company's EPS
for the previous Fiscal Year of the Company and (ii) in no event
unless the Company's EPS for any Fiscal Year of the Company is equal
to or greater than 80% of the Company's EPS for Fiscal Year ending
October 31, 1994.
Mr. Sydney J. Rosenberg
November 14, 1994
Page Three
For example: for the Company's Fiscal Year ending October 31,1996
there would be no Bonus payable unless: (x) the Company's EPS equals
or exceeds 80% of the Company's EPS for the Company's Fiscal Year
ending October 31, 1995; and (y) the Company's EPS for the Fiscal Year
ending October 31, 1996 equals or exceeds 80% of the Company's EPS for
the Fiscal Year of the Company ending October 31, 1994.
PARAGRAPH X.4(c) CONSULTANCY shall be amended in its entirety to read:
(c) If Executive dies before receiving any or all payments to Executive of
such Consulting Fees, all unpaid Consulting Fees shall be paid monthly
to Executive's estate commencing with the month after death or with
the month in which Executive would have reached Executive's sixty-
fifth (65th) birthday, whichever is later.
In all other respects the Agreement, as previously amended, will remain
unchanged.
Please sign all three (3) copies of this letter and return two (2) copies to
Harry Kahn, Vice President and General Counsel, at the ABM Legal Department.
Salary and Bonus increases will not be processed until both signed copies are
received by Harry Kahn.
Sincerely,
William W. Steele
WWS/dar
Encl.
I agree to the foregoing.
Date:
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