Page 61
Exhibit 10(iii) A(23)(b)
AMENDMENT NO. 1
TO
NATIONAL SERVICE INDUSTRIES, INC.
SUPPLEMENTAL DEFERRED SAVINGS PLAN
THIS AMENDMENT made as of this 29th day of December, 1997, by NATIONAL
SERVICE INDUSTRIES, INC.
(the "Company");
W I T N E S S E T H:
WHEREAS, the Company previously established the National Service
Industries, Inc. Supplemental Deferred Savings Plan ("Plan"), effective
September 18, 1996; and
WHEREAS, the Company now desires to amend the Plan in the manner
hereinafter provided;
NOW, THEREFORE, for and in consideration of the premises, the Plan is
hereby amended as follows:
1.
Section 4.1(a) is hereby amended by adding the following to the end of the
present section:
"If permitted by the Company and in accordance with such rules
as the Company may establish, a Participant (other than an Executive
Officer of the Company) may direct that all or a portion of the
Deferral Subaccount shall be deemed to be invested in Shares."
2.
Section 4.1(b) is hereby amended by deleting the present section in its
entirety and substituting the following in lieu thereof:
"(b) Matching Subaccount. As of the end of each Plan Year,
unless the Board otherwise determines, there shall be credited to the
Matching Subaccount of each Participant who is employed on the last day
of the Plan Year an amount equal to 25% of the amount of the
Participant's deferrals for such Plan Year, provided that the maximum
amount credited to a Participant's Matching Subaccount for a Plan Year
shall not exceed five percent (5%) of the Participant's Compensation
for such Plan Year. Unless the Company otherwise determines for a
designated Eligible Executive (other than an Executive Officer of the
Company), an Eligible Executive who is covered by a defined benefit
supplemental executive retirement plan maintained by the Employer shall
not be eligible to receive Employer matching contribution credits under
the Plan.
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Exhibit 10(iii) A(23)(b)
Unless the Company otherwise determines, the amount credited
to a Participant's Matching Subaccount shall be deemed to be invested
in the form of cash, Shares, or a combination of cash and Shares, as
elected by the Participant on the Election Form. The Company may
provide the Participant with the right to change the deemed investment
election from time to time and to designate different deemed investment
elections for amounts credited to the Matching Subaccount in different
Plan Years. To the extent the amount is deemed to be credited in cash,
the Matching Subaccount will be credited with interest at the Prime
Rate on each Annual Valuation Date (and at such other dates, if any, as
may be determined by the Plan Administrator); if Shares are deemed to
be credited, the Matching Subaccount will be adjusted on each Annual
Valuation Date (and at such other dates ,if any, as may be determined
by the Plan Administrator) as if it were invested in Shares to reflect
any dividends (including reinvestment of such dividends in Shares),
distributions, stock dividends, stock splits or similar actions with
respect to the Shares since the preceding Annual Valuation Date (or
such other date)."
3.
Section 4.1(c) is hereby amended by adding the following at the beginning
of the last sentence of the first paragraph of the present section:
"Unless the Company otherwise determines for a designated
Eligible Executive,"
4.
Section 4.3(a)(iii)(B) is hereby amended by deleting the present provision
in its entirety and substituting the following in lieu thereof:
"(B) In the event a Participant terminates after completing 5
Years of Service and attaining age 55 (except for death and Total and
Permanent Disability which are covered by (A) above), the vested
balance credited to a Participant's Deferral Subaccount shall be
distributed as follows: (x) any Class Year Subaccounts as to which he
has properly elected under subsection (ii) above a delayed distribution
and/or payment in installments shall be distributed in accordance with
such elections; and (y) with respect to any Class Year Subaccounts as
to which the five-year period has not yet passed and that would
otherwise be payable more than one (1) year in the future, the
Participant may elect prior to termination to make the deferral
election in (ii) above. Any Class Year Subaccounts as to which the
5-year period has not passed that are payable within one (1) year and
any Class Year Subaccounts as to which the election in (y) is not made
shall be payable as soon as practical after termination."
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Exhibit 10(iii) A(23)(b)
5.
Section 4.3(b)(ii) is hereby amended by adding the following at the end of
the first paragraph of the present section:
"If the Participant does not elect to receive a distribution
in Shares, or if Shares cannot otherwise be distributed, the
Participant's benefits shall be paid in cash."
6.
The within and foregoing amendments to the Plan shall be effective as of
December 1, 1996. Except as hereby modified, the Plan shall remain in full force
and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 the
day and year first above written.
NATIONAL SERVICE INDUSTRIES, INC.
By: /s/ James S. Balloun
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