Page 39
Exhibit 10(iii)A(4)
AMENDMENT OF
ASPIRATION ACHIEVEMENT INCENTIVE AWARD AGREEMENT
FOR THE PERFORMANCE CYCLE ENDING AUGUST 31, 2001
WHEREAS, the undersigned Grantee was granted an Aspiration Achievement
Incentive Award ("Aspiration Award") under the NSI Long-Term Achievement
Incentive Plan (the "Plan") for the Performance Cycle ending August 31, 2001, as
evidenced by an Aspiration Achievement Incentive Award Agreement dated September
22, 1998 (the "Agreement"); and
WHEREAS, NSI, the Company, and the Grantee desire to amend the
Agreement as set forth hereafter;
NOW THEREFORE, the parties do hereby agree as follows:
1. Appendix A to the Agreement is amended by deleting the original
Appendix A and substituting the Appendix A attached hereto for all purposes of
the Agreement. The revised Appendix A reflects revised economic profit
measurement that incorporates the business of Holophane Corporation and its
subsidiaries.
2. Capitalized terms used but not defined herein shall have the meaning
set forth in the Plan.
IN WITNESS WHEREOF, this Amendment has been duly executed by the
parties to the Agreement.
NATIONAL SERVICE INDUSTRIES, INC.
By:/s/ James S. Balloun
James S. Balloun
Chairman, President and Chief Executive Officer
NATIONAL SERVICE INDUSTRIES, INC. (GA)
By:/s/ James S. Balloun
James S. Balloun
Chairman, President and Chief Executive Officer
------------------------------------
Name of Grantee: Grantee
Page 40
EXHIBIT 10(iii)A(4)
Revised Appendix A
Aspiration Award Program Illustration - FY 1999-2001
Name: James S. Balloun
Position: Chairman & Chief Executive Officer
Division: Corporate
Salary: $800,000
Achievement Level
Threshold Commitment Aspiration
FY99-01 Economic Profit (in millions) ** ** **
Individual AAI Opportunity $ 100,000 $ 400,000 $ 2,000,000
**Confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
Page 41
EXHIBIT 10(iii)A(4)
ASPIRATION ACHIEVEMENT INCENTIVE AWARD
FOR
1999 - 2001 PERFORMANCE PERIOD
NSI CORPORATE
Formula: Payout as a Percent of Commitment Award = a x EP + b
Below Commitment Level EP:
a = 0.01562
b = 0.07813
Above Commitment Level EP:
a = 0.03390
b =-1.00000
Notes:
1. EP = Cumulative Economic Profit for performance period, which will be
expressed in millions, rounded to one decimal place.
2. Values for "a" and "b" will be rounded to five decimal places.
3. Payout percentages will be rounded to a tenth of a percent.
4. No award is payable below the Threshold Level EP, notwithstanding the
formula set forth above.
5. The maximum award payable is 500% of the Commitment Level award,
notwithstanding the formula set forth above.
Page 42
EXHIBIT 10(iii)A(4)
Revised Appendix A
Aspiration Award Program Illustration - FY 1999-2001
Name: George H. Gilmore, Jr.
Position: Executive Vice President and Group President
Division: Corporate
Salary: $450,000
Achievement Level
Threshold Commitment Aspiration
FY99-01 Economic Profit (in millions) ** ** **
Individual AAI Opportunity $ 40,500 $ 162,000 $ 810,000
**Confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
Page 43
EXHIBIT 10(iii)A(4)
ASPIRATION ACHIEVEMENT INCENTIVE AWARD
FOR
1999 - 2001 PERFORMANCE PERIOD
CHEMICAL GROUP, NATIONAL LINEN SERVICE, AND AECO OPERATIONS
Formula: Payout as a Percent of Commitment Award = a x EP + b
Below Commitment Level EP:
a = 0.06466
b =-1.46336
Above Commitment Level EP:
a = 0.13746
b =-4.23711
Notes:
1. EP = Cumulative Economic Profit for performance period, which will be
expressed in millions, rounded to one decimal place.
2. Values for "a" and "b" will be rounded to five decimal places.
3. Payout percentages will be rounded to a tenth of a percent.
4. No award is payable below the Threshold Level EP, notwithstanding the
formula set forth above.
5. The maximum award payable is 500% of the Commitment Level award,
notwithstanding the formula set forth above.
Page 44
EXHIBIT 10(iii)A(4)
Revised Appendix A
Aspiration Award Program Illustration - FY 1999-2001
Name: Brock A. Hattox
Position: SVP, Chief Financial Officer
Division: Corporate
Salary: $380,000
Achievement Level
Threshold Commitment Aspiration
FY99-01 Economic Profit (in millions) ** ** **
Individual AAI Opportunity $ 45,600 $ 182,400 $ 912,000
**Confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
Page 45
EXHIBIT 10(iii)A(4)
ASPIRATION ACHIEVEMENT INCENTIVE AWARD
FOR
1999 - 2001 PERFORMANCE PERIOD
NSI CORPORATE
Formula: Payout as a Percent of Commitment Award = a x EP + b
Below Commitment Level EP:
a = 0.01562
b = 0.07813
Above Commitment Level EP:
a = 0.03390
b =-1.00000
Notes:
1. EP = Cumulative Economic Profit for performance period, which will be
expressed in millions, rounded to one decimal place.
2. Values for "a" and "b" will be rounded to five decimal places.
3. Payout percentages will be rounded to a tenth of a percent.
4. No award is payable below the Threshold Level EP, notwithstanding the
formula set forth above.
5. The maximum award payable is 500% of the Commitment Level award,
notwithstanding the formula set forth above.
Page 46
EXHIBIT 10(iii)A(4)
Revised Appendix A
Aspiration Award Program Illustration - FY 1999-2001
Name: David Levy
Position: EVP, Administration & Counsel
Division: Corporate
Salary: $365,000
Achievement Level
Threshold Commitment Aspiration
FY99-01 Economic Profit (in millions) ** ** **
Individual AAI Opportunity $ 43,800 $ 175,200 $ 876,000
**Confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
Page 47
EXHIBIT 10(iii)A(4)
ASPIRATION ACHIEVEMENT INCENTIVE AWARD
FOR
1999 - 2001 PERFORMANCE PERIOD
NSI CORPORATE
Formula: Payout as a Percent of Commitment Award = a x EP + b
Below Commitment Level EP:
a = 0.01562
b = 0.07813
Above Commitment Level EP:
a = 0.03390
b =-1.00000
Notes:
1. EP = Cumulative Economic Profit for performance period, which will be
expressed in millions, rounded to one decimal place.
2. Values for "a" and "b" will be rounded to five decimal places.
3. Payout percentages will be rounded to a tenth of a percent.
4. No award is payable below the Threshold Level EP, notwithstanding the
formula set forth above.
5. The maximum award payable is 500% of the Commitment Level award,
notwithstanding the formula set forth above.
Page 48
EXHIBIT 10(iii)A(4)
Revised Appendix A
Aspiration Award Program Illustration - FY 1999-2001
Name: Stewart A. Searle III
Position: SVP, Corporate Developement
Division: Corporate
Salary: $240,000
Achievement Level
Threshold Commitment Aspiration
FY99-01 Economic Profit (in millions) ** ** **
Individual AAI Opportunity $ 28,800 $ 115,200 $ 576,000
**Confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
Page 49
EXHIBIT 10(iii)A(4)
ASPIRATION ACHIEVEMENT INCENTIVE AWARD
FOR
1999 - 2001 PERFORMANCE PERIOD
NSI CORPORATE
Formula: Payout as a Percent of Commitment Award = a x EP + b
Below Commitment Level EP:
a = 0.01562
b = 0.07813
Above Commitment Level EP:
a = 0.03390
b =-1.00000
Notes:
1. EP = Cumulative Economic Profit for performance period, which will be
expressed in millions, rounded to one decimal place.
2. Values for "a" and "b" will be rounded to five decimal places.
3. Payout percentages will be rounded to a tenth of a percent.
4. No award is payable below the Threshold Level EP, notwithstanding the
formula set forth above.
5. The maximum award payable is 500% of the Commitment Level award,
notwithstanding the formula set forth above.