EXHIBIT 10(iii)A(20)
NATIONAL SERVICE INDUSTRIES
AMENDMENT
TO
STOCK OPTION AGREEMENTS
THIS AMENDMENT made and entered into as of the 24th day of July,
2001, by and between National Service Industries, Inc., a Delaware corporation
(the "Company") and Xxxxx X. Xxxxxx ("Optionee").
WHEREAS, the Company has previously adopted the National Service
Industries, Inc. Long-Term Incentive Program ("LTIP") and the National Service
Industries, Inc. Long-Term Achievement Incentive Plan ("LTAIP") to provide
additional incentives to certain officers and key employees of the Company and
its Subsidiaries; and
WHEREAS, the Optionee has been granted the Incentive Stock Options
(ISOs) and Nonqualified Stock Options (NQSOs) listed on Exhibits A, B, and C
attached hereto (collectively the "Options") under the LTIP and the LTAIP; and
WHEREAS, the terms and conditions of the grants of the Options are
reflected in Stock Option Agreements (the "Stock Option Agreements") between the
Company and Optionee; and
WHEREAS, the Company and the Optionee desire to amend the Stock Option
Agreements for the Options in the manner hereinafter provided;
NOW, THEREFORE, the parties agree as follows:
1.
Each of the Stock Option Agreements for the Options listed on Exhibit A
attached hereto is hereby amended to renumber the existing Section 6.1 as
Section 6.1(a) and to insert the following as a new subsection 6.1(b):
"(b) Termination After Attaining Age 55. If the Optionee
terminates employment (other than as a result of death or Disability)
after attaining age 55 but prior to age 65, unless the Committee
determines otherwise at the time of such termination, the Option shall
continue to vest in accordance with the original schedule (just as if
the Optionee had remained employed) and shall remain exercisable until
five (5) years after the date of termination (but not beyond the
Exercise Term). In the event of the Optionee's death after such
termination, the Option shall continue to be exercisable in accordance
with this subsection (b) as if the Optionee had lived and the Option
shall be exercisable by the persons described in (a) above."
2.
The Stock Option Agreement for the Option listed on Exhibit B attached
hereto is hereby amended to insert the following as a new subsection 6.2(d):
"(d) Termination After Attaining Age 55. If the Optionee
terminates employment (other than as a result of death or Disability)
after attaining age 55 but prior to age 65, unless the Committee
determines otherwise at the time of such termination, the Option shall
continue to vest in accordance with the original schedule (just as if
the Optionee had remained employed) and shall remain exercisable until
five (5) years after the date of termination (but not beyond the
Exercise Term). In the event of the Optionee's death after such
termination, the Option shall continue to be exercisable in accordance
with this subsection (d) as if the Optionee had lived and the Option
shall be exercisable by the persons described in (a) above."
3.
Each of the Stock Option Agreements for the Options listed on Exhibit C
attached hereto is hereby amended to delete the existing Section 6.2 in its
entirety and to substitute the following in lieu thereof:
"6.2 Termination of Employment Due to Specified Reasons.
If the Optionee's termination of employment is due to
death, Disability, Retirement (termination on or after age 65), termination by
the Company other than for cause, termination after attaining age 55, or
voluntary termination, the following shall apply:
(a) Termination Due To Death. In the event the Optionee
dies while actively employed, the Option shall remain
exercisable until seven (7) years after the date of
grant or five (5) years after the date of
termination, whichever is later (but in any event not
beyond the Exercise Term), by (A) a Permitted
Transferee (as defined in Section 8 below), if any,
or such person(s) that have acquired the Optionee's
rights under such Option by will or by the laws of
descent and distribution, or (B) if no such person
described in (A) exists, the Optionee's estate or
representative of the Optionee's estate.
(b) Termination by Disability. In the event the
employment of the Optionee is terminated by reason of
Disability, the Option shall remain exercisable until
seven (7) years after the date of grant or five (5)
years after the date the Committee determines the
Optionee terminated for Disability, whichever is
later (but in any event not beyond the Exercise
Term). In the event of the Optionee's death after
such termination, the Option shall continue to be
exercisable in accordance with this subsection (b) as
if the
2
Optionee had lived and the Options shall be
exercisable by the persons described in (a) above.
(c) Termination by Retirement or by the Company Without
Cause. In the event the employment of the Optionee is
terminated by reason of Retirement (at or after age
65) or by the Company for any reason other than for
cause, the Option shall remain exercisable until
seven (7) years after the date of grant or five (5)
years after the date of termination, whichever is
later (but in any event not beyond the Exercise
Term). In the event of the Optionee's death after
such Retirement or termination, the Option shall
continue to be exercisable in accordance with this
subsection (c) as if the Optionee had lived and the
Options shall be exercisable by the persons described
in (a) above.
(d) Termination After Attaining Age 55. In the event the
Optionee terminates employment (other than as a
result of death or Disability) after attaining age 55
but prior to age 65, unless the Committee determines
otherwise at the time of such termination, the Option
shall continue to vest in accordance with the
original schedule (just as if the Optionee had
remained employed) and shall remain exercisable until
five (5) years after the date of termination (but in
any event not beyond the Exercise Term). In the event
of the Optionee's death after such termination, the
Option shall continue to be exercisable in accordance
with this subsection (d) as if the Optionee had lived
and the Options shall be exercisable by the persons
described in (a) above.
(e) Voluntary Termination. In the event Optionee
voluntarily terminates employment, the Options shall
remain exercisable until ninety (90) days after the
date of termination (but not beyond the Exercise
Term)."
4.
This Amendment shall be effective as of July 24, 2001. Except as hereby
modified, the Stock Option Agreements shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first written above.
NATIONAL SERVICE INDUSTRIES, INC.
By:
--------------------------------------
3
-----------------------------------------
XXXXX X. XXXXXX
4
Exhibit A
----------------------------------------------------------------------------------------------------------------------
Expiration
Grant Date Date Plan ID Grant Type # Options Option Price
----------------------------------------------------------------------------------------------------------------------
9/9/1996 9/9/2006 LTIP ISO 10,524 $38.00
----------------------------------------------------------------------------------------------------------------------
9/9/1996 9/9/2006 LTIP NQSO 9,476 $38.00
----------------------------------------------------------------------------------------------------------------------
5
Exhibit B
----------------------------------------------------------------------------------------------------------------------
Expiration
Grant Date Date Plan ID Grant Type # Options Option Price
----------------------------------------------------------------------------------------------------------------------
9/17/1996 9/17/2006 LTIP NQSO 20,000 $38.00
----------------------------------------------------------------------------------------------------------------------
6
Exhibit C
----------------------------------------------------------------------------------------------------------------------
Expiration
Grant Date Date Plan ID Grant Type # Options Option Price
----------------------------------------------------------------------------------------------------------------------
1/5/2000 1/5/2010 LTAIP NQSO 65,001 $27.6875
----------------------------------------------------------------------------------------------------------------------
10/4/2000 10/4/2010 LTAIP NQSO 57,312 $19.4375
----------------------------------------------------------------------------------------------------------------------
7
