Page 33
Exhibit 10(iii)A(2)
Name
National Service Industries, Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000-3002
Re: Amendment of Aspiration Award Agreement
for the Performance Cycle Ended August 31,1999
Dear ((Familiar)):
As you know, you and NSI previously entered into an agreement amending the
Aspiration Achievement Incentive Award Agreement dated September 17, 1996
("Aspiration Award Agreement") relating to the Performance Cycle ended August
31, 1999. Under that amendment, you elected to receive payment of all or a
portion of your Award under the Aspiration Award Agreement in the form of stock
options to be determined based on the Fair Market Value of NSI's stock, and the
associated exchange rate, as of the Determination Date, each as defined in the
amendment. As of October 7, 1999 (the Determination Date), the Fair Market Value
of NSI's stock was $32.8125 and the associated exchange rate was 24.35%. Based
on these factors, $((Cash)) of your award would be exchanged for options for
((Option)) shares. It was originally contemplated that the options would be
granted to you on October 7, 1999.
Because of the inadequate number of shares remaining under the Long-Term
Achievement Incentive Plan (the "Plan"), NSI proposes that (a) the options be
granted to you in January 2000 after the shareholders have approved the amended
and restated Plan (with the option covering the number of shares calculated as
of October 7, 1999 but the exercise price set as of the date of the grant) and
(b) in the event the shareholders do not approve the amended and restated Plan,
that the Award be paid in cash or as otherwise determined by the Committee.
Please confirm your acceptance of the foregoing by executing this letter
agreement in the space provided below.
National Service Industries, Inc.
By:/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman, President, and
Accepted and Agreed to: Chief Executive Officer
--------------------------------------------
Date: _____________________________________
