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Exhibit 10(iii)A(35)
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National Service Industries, Inc.
1420 Peachtree Street, NE
Atlanta, Georgia 30309-3002
Dear ___________:
The Board of Directors (the "Board") of National Service Industries,
Inc. (the "Company") believes that the threat or occurrence of a Change in
Control (as defined in the Appendix) of the Company may cause you undue concern
for your financial security and distract your attention from the operations of
our businesses, which would be detrimental to the Company and its shareholders.
In recognition of these concerns, the Board has determined that in
order to provide you with some measure of security in the event of a Change in
Control of the Company, it has authorized the Company to agree as follows:
The term of this letter agreement shall commence as of the date hereof
and shall continue in effect for a period of at least 48 months; provided,
however, that commencing on the first anniversary date and each anniversary date
thereafter the term shall be automatically extended for an additional 12 months
unless the Company shall have given written notice to you at least 90 days prior
thereto that the term of this letter agreement shall not be so extended;
provided, further, however, that upon a Change in Control this letter agreement
shall in no event be terminated prior to the complete and full satisfaction by
the Company (or any successor thereto) of its obligations as set forth herein.
For any fiscal year during which you are in the employ of the Company
on the date of occurrence of a Change in Control, you shall be guaranteed an
annual bonus for that fiscal year (the "Change in Control Year") in an amount no
less than the annual bonus that was paid or payable to you for the most recently
ended fiscal year prior to a Change in Control (the "Bonus") provided that you
are in the employ of Company (or its successor) on the last day of the Change in
Control Year.
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Exhibit 10(iii)A(35)
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National Service Industries, Inc.
June 1, 1999
Page -2-
The Bonus will be paid to you in cash within five (5) business days
following the last day of the Change in Control Year whether or not you are in
the employ of the Company on the date of payment.
For purposes of this letter agreement, the phrase "employ of the
Company" shall include your being in the employ of a direct or indirect
subsidiary corporation or subsidiary partnership of the Company.
Very truly yours,
ATTEST: James S. Balloun
Chairman of the Board of Directors
and Chief Executive Officer
Secretary
Page 82
Exhibit 10(iii)A(35)
APPENDIX
Change in Control. For purposes of this letter agreement, a "Change in
Control" shall mean any of the following events:
(a) The acquisition (other than from the Company) by any "Person" (as the
term person is used for purposes of Sections 13(d) or 14(d) of the 1934 Act) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of twenty percent (20%) or more of the combined voting power of the
Company's then outstanding voting securities; or
(b) The individuals who, as of June 1, 1999, are members of the Board (the
"Incumbent Board") cease for any reason to constitute at least two-thirds of the
Board; provided, however, that if the election, or nomination for election by
the Company's stockholders, of any new director was approved by a vote of at
least two-thirds of the Incumbent Board, such new director shall, for purposes
of this Agreement, be considered as a member of the Incumbent Board; or
(c) Approval by stockholders of the Company of (1) a merger or
consolidation involving the Company if the stockholders of the Company,
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own, directly or indirectly, more than seventy percent
(70%) of the combined voting power of the then outstanding voting securities of
the corporation resulting from such merger or consolidation in substantially the
same proportion as their ownership of the combined voting power of the voting
securities of the Company outstanding immediately before such merger or
consolidation, or (2) a complete liquidation or dissolution of the Company or an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
pursuant to Section (a), solely because twenty percent (20%) or more of the
combined voting power of the Company's then outstanding securities is acquired
by (i) a trustee or other fiduciary holding securities under one or more
employee benefit plans maintained by the Company or any of its subsidiaries, or
(ii) any corporation which, immediately prior to such acquisition, is owned
directly or indirectly by the stockholders of the Company in the same proportion
as their ownership of stock in the Company immediately prior to such acquisition
(hereinafter referred to as "Related Persons").