Page 25
Exhibit 10(iii)A(c)
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into this
30th day of March, 1995 by and between NATIONAL SERVICE
INDUSTRIES, INC., a Delaware corporation ("NSI"), and D.
RAYMOND RIDDLE, a resident of Atlanta, Georgia ("Mr.
Riddle").
W * I * T * N * E * S * S * E * T * H:
WHEREAS, Mr. Riddle has served as an officer of NSI for
over two (2) years, including two (2) years as President and
Chief Executive Officer and more recently as Chairman of the
Board and Chief Executive Officer; and
WHEREAS, Mr. Riddle will resign the aforesaid offices
upon the election of a successor, which is expected to occur
on or before August 31, 1995; and
WHEREAS, NSI desires to retain Mr. Riddle's experience
and abilities and has offered to engage him to render
consulting and advisory services to NSI following his
resignation; and
WHEREAS, Mr. Riddle has agreed to accept such
engagement upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, it is agreed as
follows:
Page 26
Exhibit 10(iii)A(c)
1. Term and Duties
NSI hereby engages Mr. Riddle for a period
beginning on the date of the election of his successor and
continuing for three (3) years, as a general advisor and
consultant to the management of NSI, in Atlanta, Georgia, on
all matters pertaining to the business of NSI and to render
such additional services as may be pertinent thereto. Such
services will be rendered by Mr. Riddle upon the request of
the Chairman of the Board or President of NSI as Mr.
Riddle's schedule permits. NSI shall have no control over
the daily activities of Mr. Riddle, and the unavailability
or inability of Mr. Riddle to render services to NSI for any
reason will not constitute a failure to perform any
obligation hereunder.
2. Compensation
As full and complete compensation for any and all
services which Mr. Riddle may render to NSI hereunder, NSI
will pay to Mr. Riddle the sum of Twenty-five Thousand
Dollars ($25,000) per month during the term of this
Agreement. In addition, NSI will, until the sooner of Mr.
Riddle's death or his 65th birthday, continue to pay the
employer share of the premiums of certain split-dollar life
insurance policies owned by Mr. Riddle pursuant to an
agreement among NSI, Mr. Riddle, and Wachovia Bank of
Georgia, N.A. ("Wachovia") dated January 4, 1993 (the "Split-
Dollar Agreement"). NSI and Mr. Riddle will amend the Split-
Dollar Agreement accordingly and will also seek Wachovia's
consent to delay the Payment Due Wachovia (as defined in the
Split-Dollar Agreement) until the sooner of Mr. Riddle's
death or his 65th birthday.
Page 27
Exhibit 10(iii)A(c)
3. Independent Contractor
Throughout the term hereof, Mr. Riddle shall be an
independent contractor and shall not be an employee of NSI.
Mr. Riddle shall not have the authority to bind NSI in any
manner and will not participate in any employee benefit
available to NSI employees by reason of services rendered
hereunder.
4. Death or Disability
In the event of the death of Mr. Riddle during the
term of this Agreement, his estate shall be entitled to
receive the monthly sum specified in Paragraph 2 above for
the remaining term of this Agreement. The payments called
for by Paragraph 2 above will continue notwithstanding any
disability of Mr. Riddle.
5. Covenant Regarding Employment
Mr. Riddle agrees that during the term of this
Agreement, he will not, within the Territory (as defined
below), be employed by, nor directly or indirectly provide
services to, any person, persons, partnership, or
corporation ("Person") other than NSI which offers or sells
products or services of the same or similar kind as those
offered or sold by any division or subsidiary of NSI during
said term. "Territory" as used herein refers to the trade
areas serviced by the divisions and subsidiaries of NSI in
the States of Georgia, Alabama, Tennessee, North Carolina,
South Carolina, Florida, and Texas.
6. Non-Disclosure Covenant
Mr. Riddle agrees that during the term of this
Agreement and following the end of said term, he will not,
for or on behalf of himself or any Person other than NSI,
directly or indirectly, use for his own benefit or disclose
to any Person (other than NSI)
Page 28
Exhibit 10(iii)A(c)
any confidential information of NSI or any division or
subsidiary of NSI. "Confidential information" as used
herein means information relating to the business of NSI and
its divisions and subsidiaries which derives economic value,
actual or potential, from not being generally known to other
persons and is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy or
confidentiality. After two (2) years from the expiration of
the term of this Agreement, confidential information shall
not include information which is not a trade secret.
7. Non-Inducement Covenant
Mr. Riddle agrees that during the term of this
Agreement, he will not, directly or indirectly, for or on
behalf of himself or any other Person, induce, persuade, or
encourage or attempt to induce, persuade, or encourage any
person who is employed by NSI or any of its divisions or
subsidiaries at such time to terminate such employment and
be employed by any other Person.
8. Non-Disparagement Covenant
Mr. Riddle agrees that during the term of this
Agreement, he will refrain from disparaging NSI and its
divisions and subsidiaries and their respective directors,
officers, and employees.
9. Complete Agreement
This Agreement contains the entire agreement
between the parties hereto and supersedes any prior
understandings, whether oral or written, with respect to the
subject matter hereof.
Page 29
Exhibit 10(iii)A(c)
10. Scope of Agreement
If the scope of any of the provisions of this
Agreement is too broad in any respect whatsoever to permit
enforcement to its fullest extent, then such provisions
shall be enforced to the maximum extent permitted by law,
and the parties hereto consent and agree that such scope may
be judicially modified accordingly and that the whole of
such provisions of this Agreement shall not thereby fail,
but that the scope of such provisions shall be curtailed
only to the extent necessary to conform to law.
11. Notices
Unless otherwise specified herein, all notices to
be given hereunder shall be by registered or certified mail.
If given to NSI, such notice shall be addressed to NSI at
1420 Peachtree Street, N.E., Atlanta, Georgia 30309-3002,
Attn.: David Levy, Executive Vice President, Administration
and Counsel. If given to Mr. Riddle, such notice shall be
addressed to Mr. Riddle at his last known address. Any such
notice shall be effective as of the time of the mailing
thereof.
12. Assignment
This Agreement shall inure to the benefit of and
be binding upon the heirs, executors, and administrators of
Mr. Riddle and the successors and assigns of NSI.
13. Attorneys' Fees
If any legal action or other proceeding is brought
for the enforcement of this Agreement or because of an
alleged dispute, breach, or default in connection with any
of the provisions of this Agreement, the successful or
prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in such action or
proceeding,
Page 30
Exhibit 10(iii)A(c)
in addition to any other relief to which such party may be
entitled.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
ATTEST: NATIONAL SERVICE INDUSTRIES, INC.
/S/ Kenyon W. Murphy By: /S/ John G. Medlin, Jr.
Secretary John G. Medlin, Jr., Chairman
Executive Resource and
Nominating Committee of the
Board of Directors
WITNESS:
/S/ Marion Jewett /S/ D. Raymond Riddle
D. Raymond Riddle