NATIONAL SERVICE INDUSTRIES INC
EX-10.IIIA102 AMENDMENT NO. 1 TO RESTRICTED STOCK
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<TYPE>EX-10.IIIA102
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<FILENAME>g76849exv10wiiia102.txt
<DESCRIPTION>EX-10.IIIA102 AMENDMENT NO. 1 TO RESTRICTED STOCK
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                                                            Exhibit 10(iii)A102

                                  AMENDMENT #1
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT
                                    UNDER THE
                        NATIONAL SERVICE INDUSTRIES, INC.
                      LONG-TERM ACHIEVEMENT INCENTIVE PLAN

         THIS AMENDMENT made and entered into as of the 26th day of June, 2002,
by and between National Service Industries, Inc., a Delaware corporation (the
"Company") and BROCK A. HATTOX ("Grantee").

         WHEREAS, the Company has previously adopted the National Service
Industries, Inc. Long-Term Achievement Incentive Plan (the "Plan") to provide
additional incentives to certain officers and key employees of the Company and
its Subsidiaries; and

         WHEREAS, the Grantee was granted a Restricted Stock Award under the
Plan on January 7, 2002, and the terms and conditions of such grant are
reflected in a Restricted Stock Award Agreement (the "Agreement") between the
Company and Grantee dated January 7, 2002; and

         WHEREAS, the Company and the Grantee desire to amend the Agreement in
the manner hereinafter provided;

         NOW, THEREFORE, the parties agree as follows:

                                       1.

         The Agreement is hereby amended to delete the existing Section 2.2 in
its entirety and to substitute the following therefor:

                  "2.2(a)  In the event, prior to the Final Vesting Date, (i)
         Grantee dies while actively employed by the Company, or (ii) Grantee's
         employment is terminated by reason of Disability, the Restricted Stock
         shall become fully vested and nonforfeitable as of the date of
         Grantee's death or Disability. The Company shall deliver certificate(s)
         for the Restricted Stock, free and clear of any restrictions imposed by
         this Agreement (except for Section 3.4) to Grantee (or, in the event of
         death, Grantee's surviving spouse or, if none, to Grantee's estate) as
         soon as practical after Grantee's date of death or termination for
         Disability.

                  (b)      If Grantee retires from the Company on or after
         attaining (i) age 65, or (ii) age 55 with 5 years of service, the
         vesting of the Restricted Stock shall continue as if Grantee were an
         active employee, unless within two (2) years of Grantee's date of
         termination of employment, Grantee


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         violates the Restrictive Covenant (Non-Competition Agreement) attached
         as Exhibit "A" hereto, at which time all unvested Shares of Restricted
         Stock shall immediately be forfeited. If Grantee dies after retiring
         under this Section 2.4, but prior to the Final Vesting Date for any
         Shares of Restricted Stock, the Restricted Stock shall become fully
         vested and nonforfeitable as of the date of Grantee's death.

                  (c)      Except as provided in Section 2.3, if Grantee
         terminates Grantee's employment or if the Company terminates Grantee's
         employment for any reason other than death or Disability or retirement
         (as provided in subsection (b) above) prior to the Final Vesting Date,
         the Restricted Stock shall cease to vest further and Grantee shall only
         be entitled to the Restricted Stock that is vested as of Grantee's date
         of termination of employment."

                                       2.

         The Agreement is hereby amended by adding Exhibit "A" attached hereto
as Exhibit "A" to the Agreement.

                                       3.

         This Amendment shall be effective as of June 26, 2002. Except as hereby
modified, the Agreement 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:
                                          --------------------------------------
                                          Chester J. Popkowski
                                          Senior Vice President,
                                          Chief Financial Officer, and Treasurer



                                       GRANTEE:



                                       -----------------------------------------
                                       Brock A. Hattox


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                                   EXHIBIT "A"

                              RESTRICTIVE COVENANTS

1.       DEFINITIONS

         The following terms used in this Exhibit "A" shall have the following
meanings:

                  (A)      "Trade Secrets" means information, without regard to
         form, relating to the Company's business which is not commonly known by
         or available to the public and which derives economic value, actual or
         potential, from not being generally known to other persons and is the
         subject of efforts that are reasonable under the circumstances to
         maintain its secrecy or confidentiality, including, but not limited to,
         technical or nontechnical data, formulae, patterns, compilations,
         programs, devices, methods, techniques, drawings, processes, financial
         data, financial plans, product plans, or lists of actual or potential
         customers or suppliers.

                  (B)      "Confidential Information" means information of the
         Company which is non-public, proprietary, and confidential in nature
         but is not a Trade Secret.

                  (C)      "Person" means any individual, firm, partnership,
         association, corporation, limited liability entity, trust, venture, or
         other business organization, entity, or enterprise;

                  (D)      "Restricted Business" means the business of
         manufacturing and selling envelopes and items incidental to such
         products and/or the business of renting and/or processing textile
         products and providing related services for customers;

                  (E)      "Restricted Period" means the two (2) year period
         following the date of the Grantee's retirement under Section 2.2 of the
         Restricted Stock Award Agreement, as set forth in this Amendment; and

                  (F)      "Territory" means the United States.

2.       NON-COMPETITION COVENANT

         During the Restricted Period, the Grantee will not, directly or
indirectly, for the Grantee or on behalf of any other Person (except the
Company), within the Territory, engage in, provide, or perform sales, marketing,
operational, financial, accounting, or administrative services in or for any
business engaged in the Restricted Business.


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3.       NON-DISCLOSURE COVENANT

         The Grantee will not, directly or indirectly, for the Grantee or on
behalf of any other Person, use for the Grantee's own benefit or disclose to any
other party, any Trade Secrets or Confidential Information of the Company. The
foregoing confidentiality obligations shall continue (A) with respect to all
Trade Secrets, at all times so long as such Trade Secrets constitute trade
secrets under applicable law, and (B) with respect to all Confidential
Information, at all times during the Restricted Period.

4.       NON-RECRUITMENT COVENANT

         During the Restricted Period, the Grantee will not, directly or
indirectly, for the Grantee or on behalf of any other Person, solicit, induce,
persuade, or encourage, or attempt to solicit, induce, persuade, or encourage,
any management-level employee of the Company or the Company's business unit in
which the Grantee was employed (if applicable) to terminate such employee's
position with the Company, whether or not such employee is a full-time or
temporary employee of the Company and whether or not such employment is pursuant
to a written agreement, for a determined period, or at will.

5.       SEPARABILITY

         The Grantee acknowledges that each of the foregoing restrictive
covenants is a separate and distinct obligation of the Grantee and is deemed to
be separable from the remaining restrictive covenants. If any of the provisions
of the foregoing restrictive covenants should ever be deemed to exceed the time,
geographic, product, or other limitations permitted by applicable law in any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum time, geographic, product, or other limitations permitted by
applicable law.


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