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Exhibit 10(iii)A(13)(b)
AMENDMENT AND ADOPTION OF
NATIONAL SERVICE INDUSTRIES, INC.
EXECUTIVE BENEFITS TRUST
This Agreement made and entered into as of this ____ day of ___________,
1996, by and among National Service Industries, Inc. (the "Corporation),
Wachovia Bank and Trust Company (the "Trustee") and the following affiliates of
the Corporation - North Bros., Inc., National Service Industries, Inc. of
Georgia, NSI Enterprises, Inc., ZEP Manufacturing Company, and NSI Services,
L.P.:
W I T N E S S E T H:
WHEREAS, the Corporation previously established a trust arrangement known
as the National Service Industries, Inc. Executive Benefits Trust (the "Trust")
in order to ensure that participants and their beneficiaries receive the
benefits which the Corporation and its affiliates are obligated to provide
pursuant to various executive compensation arrangements (collectively, the
"Plans") and to provide for additional funding of the Trust upon a Change in
Control of the Corporation; and
WHEREAS, effective as of August 31, 1996, the Corporation will reorganize
its operations into several newly-formed subsidiary corporations and limited
partnerships including North Bros., Inc., National Service Industries, Inc. of
Georgia, NSI Enterprises , Inc., ZEP Manufacturing Company, and NSI Services,
L.P. (collectively, referred to as the "Affiliates"); and
WHEREAS, each Affiliate has assumed the obligation, with respect to certain
eligible employees employed by such Affiliate, to provide benefits under one or
more of the Plans; and
WHEREAS, each of the Affiliates now desires to adopt and become a party to
the Trust upon the terms set forth herein; and
WHEREAS, the Corporation desires to amend the Trust in certain respects to
clarify each Affiliate's financial obligation to provide benefits to the
Affiliate's eligible employees under any Plan adopted by such Affiliate;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
1.
The Corporation authorizes each of the Affiliates to adopt and become a
party to the Trust in accordance with the terms and provisions thereof.
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Exhibit 10(iii)A(13)(b)
2.
Effective as of August 31, 1996, each of the Affiliates hereby adopts and
becomes a party to the Trust and agrees to be bound by all the terms and
provisions thereof.
3.
Section 4.1 of the Trust is hereby amended by deleting the first sentence
thereof in its entirety and substituting the following:
"Immediately upon the occurrence of a Change in Control, the Company
and each Affiliate shall contribute sufficient cash or marketable
securities to their respective Benefit Accounts in an amount equal to the
difference between the assets transferred to this Trust pursuant to the
Transfer and the amount necessary to pay all benefits payable (whether
payable currently or on a deferred basis) under all Transferred Plans as
the Trustee, in its discretion, determines; provided, however, any
Affiliate shall be required to make contributions hereunder only to the
extent of such Affiliate's obligation under each Plan it has adopted."
4.
Section 4.2 of the Trust is hereby amended by adding "and any Affiliate"
after "Company" wherever it appears therein.
5.
Section 4.3 of the Trust is hereby amended by adding "or Affiliate, as
applicable" after "Company" wherever it appears therein and by adding the
following to the end of the section:
"In the event that any Affiliate fails to transfer funds following written
demand as provided herein, the Company shall assume the Affiliate's
obligation to transfer such funds."
6.
Section 9.4 of the Trust is hereby amended by adding the following to the
end of the section:
"To the extent any Affiliate has failed to transfer funds required under
Section 4.3, the Trustee may join such Affiliate in any legal action
against the Company to compel payment."
7.
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Exhibit 10(iii)A(13)(b)
This Agreement shall be effective as of August 31, 1996. Except as provided
herein, the remaining provisions of the Trust shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Adoption Agreement as of the day and year first written above.
ATTEST: NATIONAL SERVICE INDUSTRIES, INC.
____________________________ By: _______________________________
ATTEST: NORTH BROS., INC.
____________________________ By: _______________________________
ATTEST: NATIONAL SERVICE INDUSTRIES, INC. OF
GEORGIA
____________________________ By: _______________________________
ATTEST: NSI ENTERPRISES, INC.
____________________________ By: _______________________________
ATTEST: ZEP MANUFACTURING COMPANY
____________________________ By: _______________________________
ATTEST: NSI SERVICES, L.P.
____________________________ By: _______________________________
ATTEST: WACHOVIA BANK AND TRUST COMPANY,
AS TRUSTEE
____________________________ By: _______________________________