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Exhibit 10(iii)A(d)-(iii)
AMENDMENT NO. 2
TO
NATIONAL SERVICE INDUSTRIES, INC.
SENIOR MANAGEMENT BENEFIT PLAN
THE AMENDMENT made as of the 16th day of
September, 1994, by NATIONAL
SERVICE INDUSTRIES, INC., a Delaware Corporation (the
"Employer");
WITNESSETH:
WHEREAS, the Employer previously adopted the
National Service Industries, Inc.
Senior Management Benefit Plan ("Plan") for the
benefit of certain management and
highly compensated employees of the Employer; and
WHEREAS, the Employer now desires to amend the
Plan, as set forth below:
1.
Paragraph 5.5 of the Plan is hereby amended by
deleting the first paragraph of the
present provision and substituting the following in
lieu thereof:
"5.5 Payment of Retirement Benefits.
Benefits payable to a Participant
upon such Participant's retirement from full-
time employment with the
Employer, pursuant to the provisions of
Paragraphs 5.1, 5.2 or 5.3, hereof,
shall be payable on the Retirement Benefit
Commencement Date specified
by Participant in such Participant's Benefit
Payment Election. A Participant
may, however, no later than twenty-four (24)
months prior to such
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Exhibit 10(iii)A(d)-(iii)
Participant's retirement, and with the
approval of the Plan Committee,
change the date on which payment of such
Participant's Retirement
Benefits shall commence and the method of
payment of such Retirement
Benefits, by executing a new Benefit Payment
Election, Schedule A,
provided, that (i) if a Participant satisfies
the requirements of Paragraph 5.2
for Early Retirement but incurs an interest
earnings rate reduction under
Paragraph 5.4(b), he may make an election
change up to six (6) months
prior to retirement, so long as such election
is made in the tax year prior to
retirement, (ii) the 24-month election period
shall not apply to election
changes relating to death benefits, and (iii)
the Plan Committee may, in its
sole discretion, permit a shorter election
period to allow a Participant to
accelerate the time and/or manner of payment
in the event of a Participant's
unforseen and severe financial hardship (as
described in Paragrah 7.6 and
as determined by the Plan Committee). In the
event a Participant fails to
execute a Benefit Payment Election, such
Participant's Retirement Benefits
shall by payable pursuant to the method
determined by the Plan
Committee, in its sole discretion, commencing
on the first day of the second
calendar month following the date of such
Participant's retirement. Such
Participant's Retirement Benefit shall be
payable pursuant to one of the
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Exhibit
10(iii)A(d)-(iii)
following methods, as requested by such
Participant, in such Participant's
Benefit Payment Election:"
2.
Paragraph 6.1(a) is hereby amended by deleting
the second and third sentences of
the current section and substituting the following in
lieu thereof:
"The amount payable for the first year
hereunder shall be an amount that
will fully amortize the balance in the
Participant's Deferred Benefit Account,
as of the Participant's Benefit Determination
Date, over the fifteen (15) year
period, based on assumed interest earnings
using an interest rate equal to
the Moody's Seasoned Corporate Bond Yield
Index, as published monthly
by Moody's Investor's Service, Inc., or
successor thereto, or if such monthly
index is no longer published, a substantially
similar average as established
by the Plan Committee (such interest rate
being hereinafter referred to as
the "Moody's Interest Rate"), as of such
Benefit Determination Date.
Thereafter, annually, on the Anniversary Date,
the amount payable for the
following year shall be adjusted to an amount
that will fully amortize the
remaining balance in the Participant's
Deferred Benefit Account, on said
date, over the remaining years in the
aforesaid fifteen (15) year installment
period, based on the Moody's Interest Rate as
of said Anniversary Date."
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Exhibit
10(iii)A(d)-(iii)
3.
Paragraph 6.2(a) is hereby amended by adding the
following at the end of the
present provision:
"(with interest determined in accordance with
Section 5.5(a))".
4.
Paragraph 7.4 is hereby amended by deleting the
reference to "Paragraph 6.2" in the
last line of the present provision and substituting
"Paragraph 7.3" in lieu thereof.
5.
Article VII is hereby amended by adding the
following new Paragraph 7.6 at the end
of the present provision:
"7.6 Hardship. A Participant (whether or not
actively employed) who is
suffering an unforeseen and severe financial
hardship as a result of (i) an
illness or accident of the Participant or his
immediate family, (ii) loss of
Participant's property due to casualty, or
(iii) for such other reasons as the
Plan Committee may establish, may file a
written request with the Plan
Committee for distribution of all or a
portion of the amount credited to his
Deferred Benefit Account. The Plan Committee
shall have the sole
discretion to determine whether to grant a
Participant's hardship request
and the amount to distribute to the
Participant. The Plan Committee shall
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Exhibit
10(iii)A(d)-(iii)
have authority in connection with such
hardship request to accelerate the
date and method of payment of the
Participant's Deferred Benefit Account."
6.
Paragraph 9.1 of the Plan is hereby amended by
deleting the second and third
sentences of the present provision and substituting the
following in lieu thereof:
"The Plan Committee shall have the
exclusive discretionary authority to
construe and to interpret the Plan, to decide
all questions of eligibility for
benefits and to determine the amount of such
benefits, and its decisions on
such matters shall be final and conclusive on
all parties."
7.
This Amendment No. 2 shall be effective as of the
date hereof; provided that any
Participant who is age 55 or older on the date hereof
who makes an election change by
August 31, 1994, shall have such election change
recognized if it is made at least six
(6) months prior to his retirement. Except as hereby
modified, the Plan shall remain in
full force and effect.
IN WITNESS THEREOF, the Employer has caused this
Amendment No. 2 to be
executed as of the date first above written.
NATIONAL SERVICE
INDUSTRIES, INC.
BY:_____________________________