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Exhibit 10(iii)A(2)(d)
AMENDMENT NO. 3
TO THE
EXECUTIVES' DEFERRED COMPENSATION PLAN OF
NATIONAL SERVICE INDUSTRIES, INC.
THIS AMENDMENT made as of this _____ day of _______________, 1996, by
National Service Industries, Inc. ("NSI");
W I T N E S S E T H:
WHEREAS, NSI has previously established the Executives' Deferred
Compensation Plan of National Service Industries, Inc. (the "Plan") for the
exclusive benefit of its eligible employees and their beneficiaries; and
WHEREAS, effective as of August 31, 1996, NSI will reorganize its
operations into several newly-formed corporations and limited partnerships; and
WHEREAS, NSI desires to amend the Plan in connection with the
reorganization; and
WHEREAS, pursuant to the power of amendment contained in Section 8.02 of
the Plan, the Plan is hereby amended as follows:
1.
Section 1.04 of the Plan is hereby amended by deleting such section in its
entirety and substituting the following:
"1.04 'Company' means National Service Industries, Inc. (or its
successor or successors). Affiliated or related employers are
permitted to adopt the Plan and shall be known as "Adopting
Employers." To the extent required by certain provisions (e.g.,
Compensation and Continuous Service), references to the Company shall
include the Adopting Employer of the Participant. Adopting Employers
are listed on Appendix A."
2.
Section 1.10 of the Plan is hereby amended by deleting such section in its
entirety and substituting the following:
"1.10'Executive or Eligible Executive' means a senior Officer of the
Company or an Adopting Employer or a President of one of the Operating
Divisions of an Adopting Employer. Any dispute regarding any individual's
classification shall be resolved solely by the Committee in its sole
discretion."
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Exhibit 10(iii)A(2)(d)
3.
Section 7.05 of the Plan is hereby amended by deleting such section in its
entirety and substituting the following:
"7.05The benefits provided by this Plan shall be unfunded. All amounts
payable under this Plan to any Participant shall be paid from the general
assets of the employer which principally employs the Participant (the
"Obligated Employer"), and nothing contained in this Plan shall require the
Obligated Employer to set aside or hold in trust any amounts or assets for
the purpose of paying benefits to Participants. This Plan shall create only
a contractual obligation on the part of the Obligated Employer and
Participants shall have the status of general unsecured creditors of the
Obligated Employer under the Plan with respect to amounts of Compensation
they defer hereunder or any other obligation of the Obligated Employer to
pay benefits pursuant hereto. Any funds of the Obligated Employer available
to pay benefits pursuant to the Plan shall be subject to the claims of
general creditors of the Obligated Employer, and may be used for any
purpose by the Obligated Employer.
Notwithstanding the preceding paragraph, the Obligated Employer may at
any time transfer assets to a trust for purposes of paying all or any part
of its obligations under this Plan. However, to the extent provided in the
trust only, such transferred amounts shall remain subject to the claims of
general creditors of the Obligated Employer. To the extent that assets are
held in a trust when a Participant's benefits under the Plan become
payable, the Committee shall direct the trustee to pay such benefits to the
Participant from the assets of the trust."
4.
Article VII of the Plan is hereby amended by adding the following
new section 7.06:
"7.06 In consideration of each Participant's performance of valuable
services that inure to the financial benefit of the Company, the Company
does hereby agree to perform all of the obligations and responsibilities
and pay any benefits due and owing to a Participant under the Plan if the
Obligated Employer (as defined in Section 7.05) designated to perform such
obligations and responsibilities or pay such benefits fails or is unable to
do so."
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Exhibit 10(iii)A(2)(d)
5.
The Plan is hereby amended by incorporating the following as Appendix A:
"Appendix A
Adopting Employers
North Bros., Inc.
National Service Industries, Inc. of Georgia
NSI Enterprises, Inc.
Zep Manufacturing Company
NSI Services, L.P."
6.
This Amendment shall be effective August 31, 1996.
7.
Except as provided herein, the provisions of the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, NSI has caused this Amendment No. 3 to be executed by
its duly authorized corporate officer and is hereby accepted the same as of the
date and year first written above.
ATTEST: NATIONAL SERVICE INDUSTRIES, INC.
By: _____________________________ By: _________________________________