Exhibit 10(iii)A(43)
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
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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:_________________________________
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____________________________________
XXXXX X. XXXXXX
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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
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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
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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
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