Page 30
Exhibit 10(iii)A(5)(b)
Exhibit 10(iii)A(6)(b)
AMENDMENT
TO
SEVERANCE PROTECTION AGREEMENT
THIS AMENDMENT made as of this ____ day of _____________, 1996, by and
between National Service Industries, Inc., a Delaware corporation (the
"Company"), and ____________________ (the "Executive");
WITNESSETH
WHEREAS, the Company entered into an agreement ("Agreement") with the
Executive, dated _________________, providing for the payment of certain
compensation and benefits to the Executive in the event his employment is
terminated as a result of, or in connection with, a Change in Control of the
Company; and
WHEREAS, effective as of August 31, 1996, the Company is reorganizing (the
"Restructuring") its operations into several newly-formed subsidiary
corporations and limited partnerships (individually, a "Subsidiary" and
together, the "Subsidiaries"); and
WHEREAS, the Company and the Executive desire to amend the Agreement to
reflect the fact that Executive may be primarily employed by, and/or primarily
perform services for, a Subsidiary (or several Subsidiaries); and
WHEREAS, the Executive will continue to perform valuable services that
inure to the financial benefit of the Company and its shareholders;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties agree to amend the Agreement as
follows:
1.
Each place in the Agreement where a reference to the "Company" appears that
relates to the Executive's employment, termination of employment or performing
services, including the definitions of "Cause" and "Good Reason," shall now mean
and include the Subsidiary which is the primary employer of the Executive.
Further, in each place where the Agreement now refers to a benefit plan or
program, payment of compensation, compensation arrangement or other similar plan
or program maintained by the Company, such reference shall now include any plan,
program or arrangement maintained or established by the Subsidiary.
2.
Notwithstanding the provisions of Paragraph 1 above, the references in the
definitions of "Change in Control," "Threatened Change in Control," "Threatened
Change in Control Period" and similar references to changes in ownership and
Page 31
Exhibit 10(iii)A(5)(b)
Exhibit 10(iii)A(6)(b)
control of the Company shall continue to mean and refer to National Service
Industries, Inc., a Delaware corporation.
3.
In consideration of the Executive's performing valuable services for the
Subsidiary, the Subsidiary does hereby guarantee the payment and performance by
the Company of all of the Company's obligations and responsibilities under the
Agreement.
4.
The Executive hereby agrees that under the Agreement the Restructuring (i)
shall not be deemed to constitute a Change in Control, and (ii) shall not result
in a termination of the Executive's employment.
5.
The Appendix to the Agreement shall be replaced by the Appendix attached
hereto.
6.
Except as hereby modified, the terms and conditions of the Agreement shall
remain in full force and effect. This Amendment shall be effective as of August
31, 1996.
Page 32
Exhibit 10(iii)A(5)(b)
Exhibit 10(iii)A(6)(b)
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
EXECUTIVE:
NATIONAL SERVICE INDUSTRIES, INC.
By:
The undersigned Subsidiary does hereby agree to the terms and conditions of
the Agreement and to pay and perform the obligations described in Paragraph 3 of
this Amendment.
This ____ day of __________________, 1996.
SUBSIDIARY:
By:
Page 33
Exhibit 10(iii)A(5)(b)
Exhibit 10(iii)A(6)(b)
APPENDIX
(As of 8/31/96)
Executives' Deferred Compensation Plan
Supplemental Retirement Plan for Executives (or similar
supplemental retirement plan covering the Executive)
Senior Management Benefit Plan
Executive Savings Plan
Long-Term Incentive Program
Management Compensation and Incentive Plan
Pension Plan C (or similar retirement plan covering the Executive)
Retirement and 401(k) Plan (or similar deferred compensation plan covering the
Executive)
Page 34
Exhibit 10(iii)A(5)(b)
Exhibit 10(iii)A(6)(b)
Dear
You currently have a letter agreement with the Company relating to the
payment of a bonus in the event of a Change in Control of the Company. In
connection with the restructuring of the Company that will be effective August
31, 1996, this will confirm that the the references in the letter to your being
in the "employ of the Company' includes your being in the employ of a direct or
indirect subsidiary corporation or subsidiary partnership of the Company.
Sincerely,
NATIONAL SERVICE INDUSTRIES, INC.
By: