Page 13
Exhibit 10(iii)A(a)(i)
STATE OF GEORGIA
FULTON COUNTY
A G R E E M E N T
THIS AGREEMENT, made and entered into effective the
4th day of January, 1993, by and between Wachovia Bank of
Georgia, N.A. (hereinafter "Wachovia"), National Service
Industries, Inc. (hereinafter "NSI"), and D. Raymond Riddle
(hereinafter "Riddle");
W * I * T * N * E * S * S * E * T * H:
Riddle, an employee of Wachovia, is the owner and
insured of two split-dollar life insurance policies with
National Life of Vermont as the insurer, specifically, (1)
life insurance policy number 1648109, issued November 1,
1978, in the face amount of $456,000, and (2) life
insurance policy number 1726458, issued March 14, 1981,
with a face amount of $369,000 (hereinafter "the Split
Dollar Policies"). Wachovia and Mr. Riddle's designees are
beneficiaries of these Policies.
Pursuant to these Split-Dollar Policies and agreements
entered into by and between Riddle and Wachovia (or its
successors in interest and/or successor affiliates in
interest) certain premium payments have been made on the
Split-Dollar Policies by Riddle and by Wachovia,
respectively. Riddle and Wachovia have previously
contracted and agreed that upon Riddle's death, or Riddle's
termination of employment with
Page 14
Exhibit 10(iii)A(a)(i)
Wachovia, or when Riddle retires from Wachovia, whichever
of these events shall first occur (hereinafter collectively
referred to as the "termination date"), Riddle would repay
to Wachovia an amount equal to the cumulative premiums
actually paid by Wachovia on his behalf over the life of
the Split-Dollar Policies to the termination date
(hereinafter "Payment Due Wachovia"); and
Riddle, by and with the consent of Wachovia, has
decided to retire from Wachovia on or about January 6, 1993
and to enter the employment of NSI on or about that date
and has requested that from the date of his termination
with Wachovia, that NSI pay the employer share of the
premiums of the Split-Dollar Policies set forth above until
the earlier of (1) Riddle's death, or (2) Riddle's
retirement from NSI, or (3) the date that Riddle attains
the age of 65, whichever event shall first occur
(hereinafter referred to as the "Extended Termination
Date"); and Riddle has requested that he be allowed to
delay the Payment Due Wachovia until the Extended
Termination Date.
WHEREAS, Wachovia and NSI have considered the request
made by Mr. Riddle, as set forth herein, and for valuable
consideration by Riddle, NSI and Wachovia, the receipt
whereof is hereby acknowledged, Riddle, NSI and Wachovia,
do hereby agree and contract as follows:
(1) NSI agrees that beginning January 6, 1993, it
will pay the employer's contribution on the premiums of the
Split-Dollar Policies issued by National Life of Vermont on
the life of Raymond Riddle, and NSI shall continue to make
such payments until the Extended Termination Date. These
payments shall be made by NSI directly to
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Exhibit 10(iii)A(a)(i)
National Life of Vermont. A schedule of those proposed
payments is attached.
(2) Riddle agrees that he will continue to make
payments of the employee contribution on the premiums of
the Split-Dollar Policies until the Extended Termination
Date. These payments shall be made by Riddle directly to
National Life of Vermont. A schedule of those proposed
payments is attached.
(3) Wachovia agrees that in light of NSI's assumption
of the employer contribution payments under these Split
Dollar Policies as set forth above, beginning January 6,
1993, Wachovia hereby extends the date upon which Riddle
must pay the Payment Due Wachovia from the termination date
to the Extended Termination Date. On the Extended
Termination Date, Wachovia, NSI, and Riddle agree that
Riddle (or his heirs, executors, beneficiaries, personal
representatives, and assigns) will pay Wachovia an amount
equal to the Payment Due Wachovia as defined herein, for
that period of time through and including January 6, 1993,
and Riddle will pay to NSI an amount equal to the
cumulative Split-Dollar Policies premiums actually paid by
NSI on Riddle's behalf from January 6, 1993 to and
including the Extended Termination Date. Such payment
shall be made by official check or certified funds. Upon
receipt of these funds by both Wachovia and NSI, Wachovia
and NSI will execute an appropriate release of any rights,
liens, or further interests that one or both of may hold in
the Split-Dollar Policies.
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Exhibit 10(iii)A(a)(i)
(5) All parties to this Agreement do hereby covenant
and consent that they will individually execute all
documents, if any, required by National Life of Vermont in
order to effect the provisions of this Agreement. Wachovia
further agrees that any collateral assignments which it now
holds on the Split-Dollar Policies will also be held by
Wachovia for and on behalf of NSI as its interests, as
established by this Agreement, may appear.
(6) Except as specifically agreed to and amended
herein, any and all obligations between Wachovia and Riddle
previously entered into regarding the Split-Dollar Policies
shall remain in full force and effect.
(7) This Agreement is binding upon the heirs,
beneficiaries, executors, personal representatives and
assigns of Riddle.
(8) This Agreement shall be governed and construed
pursuant to the laws of the State of Georgia.
(9) This Agreement constitutes the entire
understanding of the parties hereto.
Page 17 Exhibit
10(iii)A(a)(i)
IN WITNESS WHEREOF, the undersigned have executed
this instrument on the date and in the year set forth
below.
ATTEST: WACHOVIA BANK OF GEORGIA, N.A.
/S/ Michael E. Ray By: /S/ Thomas Boland
Secretary Title: Vice Chairman
ATTEST: NATIONAL SERVICE INDUSTRIES, INC.
/S/ Kenyon W. Murphy By: /S/ Erwin Zaban
Secretary Title: Erwin Zaban, Chairman,
President,and Chief Executive Officer
/S/ D. Raymond Riddle
D. RAYMOND RIDDLE
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Exhibit 10(iii)A(a)(i)
STATE OF GEORGIA
COUNTY OF FULTON
I, the undersigned, a Notary Public in and for the
above state and county, do hereby certify that MICHAEL
E. RAY personally appeared before me this date and
acknowledged that he is the Secretary of Wachovia Bank
of Georgia, N.A., a national banking association, that
the statements set forth in the foregoing instrument are
true and correct, and that he signed the same as his
free and voluntary act and as the free and voluntary act
of said corporation for the uses and purposes therein
set forth.
Subscribed and sworn to before me this 4th day of
January, 1993.
/S/ Jill D. Trowler
Notary Public
[SEAL]
My commission expires:
January 28, 1996
STATE OF GEORGIA
COUNTY OF FULTON
I, the undersigned, a Notary Public in and for the
above state and county, do hereby certify that KENYON
W. MURPHY personally appeared before me this date and
acknowledged that he is the Secretary of National
Service Industries, Inc., a corporation organized
under the laws of the State of Delaware, that the
statements set forth in the foregoing instrument are
true and correct, and that he signed the same as his
free and voluntary act and as the free and voluntary
act of said corporation for the uses and purposes
therein set forth.
Page 19 Exhibit
10(iii)A(a)(i)
Subscribed and sworn to before me this 4th day of
January, 1993.
/S/ Carol Sowell
Notary Public
[SEAL]
My commission expires:
January 5, 1993
STATE OF GEORGIA
COUNTY OF FULTON
I, the undersigned, a Notary Public in and for the
above state and county, do hereby certify that D.
RAYMOND RIDDLE personally appeared before me this
date and acknowledged that the statements set forth
in the foregoing instrument are true and correct,
and that he signed the same as his free and
voluntary act for the uses and purposes therein set
forth.
Subscribed and sworn to before me this 4th day of
January, 1993.
/S/ Carol Sowell
Notary Public
[SEAL]
My commission expires
January 5, 1993
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Exhibit 10(iii)A(a)(i)
Schedule of Premium Payments for Split-Dollar
Life Insurance Policy Numbers 1648109 and
1726548
____________________________________________
Policy 1648109 Policy 1726458
Year Employee Employer Employee Employer
Share Share Share Share
1993 $1,988 $16,816 $1,065 $15,737
1994 $2,256 $16,548 $1,235 $15,567
1995 $2,590 $16,214 $1,486 $15,316
1996 $2,962 $15,842 $1,612 $15,190
1997 $3,604 $15,200 $1,850 $14,952
1998 $ 0 $ 0 $2,265 $14,537