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Exhibit 10(iii)A(3)(e)
AMENDMENT NO. 2
TO THE
SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES 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 Supplemental Retirement Plan
for Executives 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 11.1 of
the Plan, the Plan is hereby amended as follows:
1.
Section 1.1(o) of the Plan is hereby amended by deleting such section in
its entirety and substituting the following:
"1.1(o) Company: Company shall mean 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., determining Average
Monthly Compensation, Credited Service and Service Date), references to the
Company shall include the Adopting Employer of the Participant. Adopting
Employers are listed on Schedule 1."
2.
Section 1.1(w) of the Plan is hereby amended by deleting such section in
its entirety and substituting the following:
"(w) Executive: Any person who, on or after the Effective Date, is
classified as an executive officer of the Company covered by a bonus
arrangement and who is receiving remuneration for personal services
rendered to the Company (or would be receiving such remuneration except for
an Authorized Leave of Absence), and any other officer of the Company (or
an Adopting Employer) designated by the Chief Executive Officer of the
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Exhibit 10(iii)A(3)(e)
Company as eligible to participate in the Plan and who is listed on an
Appendix attached hereto."
3.
Section 5.1 of the Plan is hereby amended by deleting such section in its
entirety and substituting the following:
"5.1 Payment of Costs and Expenses: All costs of providing the
benefits under the Plan and the expenses thereof, including the cost of the
Committee and the Administrator and any Actuary, shall be paid from the
general assets of the Company (or with respect to Participants employed by
an Adopting Employer, from the general assets of such Adopting Employer)."
4.
Article X of the Plan is hereby amended by deleting such article in its
entirety and substituting the following:
"Article X
Trust
"The benefits provided by this Plan shall be unfunded. All amounts payable
under this Plan to a 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 Plan Administrator shall direct the trustee to pay such
benefits to the Participant from the assets of the trust."
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Exhibit 10(iii)A(3)(e)
5.
Article XII of the Plan is hereby amended by adding the following new
section 12.8:
"12.8 Guarantee of Performance: 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 Article X)
designated to perform such obligations and responsibilities or pay such
benefits fails or is unable to do so."
6.
The Plan is hereby amended by incorporating the following as Schedule 1:
"Schedule 1
Adopting Employers
North Bros, Inc.
National Service Industries, Inc. of Georgia
NSI Enterprises, Inc.
Zep Manufacturing Company
NSI Services, L.P."
7.
This Amendment shall be effective August 31, 1996.
8.
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. 2 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: _________________________________