Exhibit 10(iii)A(70)
October 5, 2001
To: Richard LeBer
The upcoming spin-off of the lighting and chemical businesses of National
Service Industries, Inc. ("NSI") to the shareholders of NSI (the "Transaction")
will provide new and challenging opportunities for National Linen Service
("NLS") Working with the new management team of NSI, you will help to develop
and build the growth strategy and platform for NLS in the exciting times ahead.
At the same time, we recognize that the Transaction may result in significant
distractions of NLS's key management personnel because of the uncertainties
inherent in such a situation. To provide you with some level of assurance during
this time of transition and to ensure your continued dedication and efforts
without undue concern for your personal financial and employment security, NSI
agrees to do the following:
1. If, during the thirty-six (36) month period following the date of the
distribution of the shares of L & C Spinco, Inc. to the shareholders of NSI's
Delaware parent (the "Protection Period"), your employment with NSI is
terminated for any reason other than your voluntary resignation, death,
Disability (as defined below) or Cause (as defined below) (each a "Permitted
Reason"), then NSI will pay you, as severance pay, an amount equal to your
then-current base salary at the time of termination (a) for a period of twenty
four (24) months if your termination occurs during the first twelve (12) months
of the Protection Period, or (b) for a period of twelve (12) months if your
termination occurs thereafter during the Protection Period. For purposes of this
Paragraph, the term "Disability" means a physical or mental impairment which
prevents you from performing the essential functions of your job, with or
without a reasonable accommodation, for a period of at least ninety (90) days;
and the term "Cause" means your (i) dishonesty or fraud, (ii) conviction of, or
entering a plea of nolo contendere to, a felony, (iii) gross negligence, willful
malfeasance or material nonfeasance in the conduct of your duties for NLS, (iv)
material violation of NSI's Code of Business Conduct, (v) breach of fiduciary
duty, or (vi) refusal or continued failure to substantially perform your
reasonably assigned duties.
2. If your employment is terminated during the Protection Period for any
reason other than a Permitted Reason and you are participating in any incentive
compensation plans at the time of your termination, NSI will pay you the pro
rata amount, if any, of the incentive compensation amount you would have been
eligible to receive under each applicable plan for the performance period
(fiscal year or otherwise) in which your termination occurs, payable if and when
such amount becomes due under such plans, based on the number of months that you
were employed with NSI during such performance period (fiscal year or
otherwise).
Richard LeBer
October 5, 2001
Page 2
3. If you are entitled to severance pay under Paragraph 1 above, and if
you elect COBRA coverage for health and dental coverage following your
termination of employment, then provided you continue to pay an amount equal to
the then-current active employee monthly premiums for such coverage, NSI will
pay the balance of your monthly premiums for COBRA coverage (for you and your
eligible dependents) for a period of eighteen (18) months after the termination
date or until you qualify under a medical plan offered by your employer, if
sooner.
4. The severance pay described in Paragraphs 1 and 2 above will be paid
subject to deductions for federal and state taxes and all other legally required
or otherwise authorized deductions. The severance pay described in Paragraphs 1
and 2 (less any required deductions) will be paid at the same times and in the
same manner as similar amounts are paid to other similarly situated active
associates of NLS. To receive severance pay, you will need to sign NSI's
standard release form in substantially the same form as attached as Exhibit A
hereto.
5. Any controversy or claim arising out of or relating to this letter
agreement, or the breach thereof, will be settled by binding arbitration in
Atlanta, Georgia in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. The decision of the arbitrator will be final
and binding upon the parties. NSI and you agree that each will seek to enforce
any arbitration award in the Superior Court of Fulton County.
This agreement is, of course, subject to our consummation of the
Transaction. We appreciate your loyalty and diligence during the Transaction and
look forward to a future of growth and new opportunities for you and NLS.
Very truly yours,
/s/ Brock A. Hattox
-------------------------------
Brock A. Hattox
October 5, 2001
To: Randy Zook
The upcoming spin-off of the lighting and chemical businesses of National
Service Industries, Inc. ("NSI") to the shareholders of NSI (the "Transaction")
will provide new and challenging opportunities for Atlantic Envelope Company
("AECO"). Working with the new management team of NSI, you will help to develop
and build the growth strategy and platform for AECO in the exciting times ahead.
At the same time, we recognize that the Transaction may result in significant
distractions of AECO's key management personnel because of the uncertainties
inherent in such a situation. To provide you with some level of assurance during
this time of transition and to ensure your continued dedication and efforts
without undue concern for your personal financial and employment security, NSI
agrees to do the following:
1. If, during the thirty-six (36) month period following the date of the
distribution of the shares of L & C Spinco, Inc. to the shareholders of NSI's
Delaware parent (the "Protection Period"), your employment with NSI is
terminated for any reason other than your voluntary resignation, death,
Disability (as defined below) or Cause (as defined below) (each a "Permitted
Reason"), then NSI will pay you, as severance pay, an amount equal to your
then-current base salary at the time of termination (a) for a period of twenty
four (24) months if your termination occurs during the first twelve (12) months
of the Protection Period, or (b) for a period of twelve (12) months if your
termination occurs thereafter during the Protection Period. For purposes of this
Paragraph, the term "Disability" means a physical or mental impairment which
prevents you from performing the essential functions of your job, with or
without a reasonable accommodation, for a period of at least ninety (90) days;
and the term "Cause" means your (i) dishonesty or fraud, (ii) conviction of, or
entering a plea of nolo contendere to, a felony, (iii) gross negligence, willful
malfeasance or material nonfeasance in the conduct of your duties for AECO, (iv)
material violation of NSI's Code of Business Conduct, (v) breach of fiduciary
duty, or (vi) refusal or continued failure to substantially perform your
reasonably assigned duties.
2. If your employment is terminated during the Protection Period for any
reason other than a Permitted Reason and you are participating in any incentive
compensation plans at the time of your termination, NSI will pay you the pro
rata amount, if any, of the incentive compensation amount you would have been
eligible to receive under each applicable plan for the performance period
(fiscal year or otherwise) in which your termination occurs, payable if and when
such amount becomes due under such plans, based on the number of months that you
were employed with NSI during such performance period (fiscal year or
otherwise).
Randy Zook
October 5, 2001
Page 2
3. If you are entitled to severance pay under Paragraph 1 above, and if
you elect COBRA coverage for health and dental coverage following your
termination of employment, then provided you continue to pay an amount equal to
the then-current active employee monthly premiums for such coverage, NSI will
pay the balance of your monthly premiums for COBRA coverage (for you and your
eligible dependents) for a period of eighteen (18) months after the termination
date or until you qualify under a medical plan offered by your employer, if
sooner.
4. The severance pay described in Paragraphs 1 and 2 above will be paid
subject to deductions for federal and state taxes and all other legally required
or otherwise authorized deductions. The severance pay described in Paragraphs 1
and 2 (less any required deductions) will be paid at the same times and in the
same manner as similar amounts are paid to other similarly situated active
associates of AECO. To receive severance pay, you will need to sign NSI's
standard release form in substantially the same form as attached as Exhibit A
hereto.
5. Any controversy or claim arising out of or relating to this letter
agreement, or the breach thereof, will be settled by binding arbitration in
Atlanta, Georgia in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. The decision of the arbitrator will be final
and binding upon the parties. NSI and you agree that each will seek to enforce
any arbitration award in the Superior Court of Fulton County.
This agreement is, of course, subject to our consummation of the
Transaction. We appreciate your loyalty and diligence during the Transaction and
look forward to a future of growth and new opportunities for you and AECO.
Very truly yours,
/s/ Brock A. Hattox
--------------------------------
Brock A. Hattox