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Exhibit 10(iii)A(4)(d)
AMENDMENT NO. 3
TO THE
NATIONAL SERVICE INDUSTRIES, INC.
SENIOR MANAGEMENT BENEFIT PLAN
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 National Service Industries,
Inc. Senior Management Benefit Plan (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 11.4 of
the Plan, the Plan is hereby amended as follows:
1.
Section 1.9 of the Plan is hereby amended by deleting such section in its
entirety and substituting the following:
"1.9 Employer. For purposes of this Plan, Employer 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 service), references to the Employer shall include the
Adopting Employer of the Participant. Adopting Employers are listed on
Appendix 1."
2.
Section 1.11 of the Plan is hereby amended by deleting such section in its
entirety and substituting the following:
"1.11 Participant: An employee of Employer or Adopting Employer who is
eligible to participate in the Plan according to standards adopted by Board
of Directors of Employer and who elects to participate in this Plan."
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Exhibit 10(iii)A(4)(d)
3.
Section 10.2 of the Plan is hereby amended by deleting such section in its
entirety and substituting the following:
"10.2 Benefits Unfunded: 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. Any insurance policy
or other asset acquired or held by the Obligated Employer shall not be
deemed to be held under any trust for the benefit of Participant or to be
security for the performance of the Obligated Employer's obligations
pursuant hereto.
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."
4.
Article X of the Plan is hereby amended by adding the following new section
10.7:
"10.7 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 the Participant
under the Plan if the Obligated Employer (as defined in Section 10.2)
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(4)(d)
5.
The Plan is hereby amended by incorporating the following as Appendix 1:
"Appendix 1
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: _________________________________