<PAGE>   1
                                                                     Exhibit 4.3

                             GENESIS WORLDWIDE INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN


                             As Amended and Restated
                            Effective January 1, 2000



<PAGE>   2



                             GENESIS WORLDWIDE INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Section             Page
                                                                                      -------             ----

<S>                                                                                  <C>                  <C>
ARTICLE I - NAME, PURPOSE, LEGAL STATUS...........................................                          1
         Name.....................................................................      1.01                1
         Purpose..................................................................      1.02                1
         ERISA Top Plan...........................................................      1.03                1
         Code Unfunded Plan.......................................................      1.04                1
         Grantor Trust............................................................      1.05                1

ARTICLE II - DEFINITIONS..........................................................                          2

ARTICLE III - PLAN PARTICIPATION..................................................                          4
         Participant..............................................................      3.01                4
         Continued Participation..................................................      3.02                4

ARTICLE IV - DEFERRAL ELECTIONS...................................................                          5
         Salary...................................................................      4.01                5
         Bonus....................................................................      4.02                5
         Election Terms and Conditions............................................      4.03                6
         Company Savings Plan.....................................................      4.04                6
         New Eligible Employees...................................................      4.05                7
         2000 Plan Year...........................................................      4.06                7
         Trust....................................................................      4.07                8

ARTICLE V - EMPLOYER CONTRIBUTIONS................................................                          9
         Employer Contributions...................................................      5.01                9
         Prior Employer Contributions.............................................      5.02                9
         Trust....................................................................      5.03                9

ARTICLE VI - DEFERRED COMPENSATION ACCOUNTS.......................................                          10
         Deferred Compensation Account............................................      6.01                10
         Vesting..................................................................      6.02                10
         Investment Selections, Experience........................................      6.03                10
         Administration Expenses..................................................      6.04                11

ARTICLE VII - TRUST...............................................................                          12
         Trust....................................................................      7.01                12
         Plan Applicable Trust....................................................      7.02                12
         Trust Fund...............................................................      7.03                12
         Investments..............................................................      7.04                12


ARTICLE VIII - DISTRIBUTIONS......................................................                          13
</TABLE>

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<TABLE>
<S>                                                                                    <C>                 <C>
         Distributions............................................................      8.01                13
         Retirement Installments..................................................      8.02                13
         Plan Termination, Change in Control, Etc.................................      8.03                13
         Change in Control........................................................      8.04                13
         Source of Benefits, Withholding..........................................      8.05                14

ARTICLE IX - ADMINISTRATION.......................................................                          15
         General..................................................................      9.01                15
         Company..................................................................      9.02                15
         Plan Administrator.......................................................      9.03                15
         Indemnity................................................................      9.04                15
         Claims Procedure.........................................................      9.05                15

ARTICLE X - AMENDMENT OR TERMINATION..............................................                          16
         Amendment or Termination.................................................     10.01                16

ARTICLE XI - MISCELLANEOUS PROVISION..............................................                          17
         No Guarantee of Employment...............................................     11.01                17
         Non-Assignability of Benefits............................................     11.02                17
         Rules of Construction....................................................     11.03                17
         Governing Law............................................................     11.04
                                                                                                            17

</TABLE>

                                      -ii-

<PAGE>   4



EXHIBIT A--HISTORY OF PLAN
EXHIBIT B--EMPLOYERS, EFFECTIVE JANUARY 1, 2000
EXHIBIT C--COMPENSATION COMMITTEE DELEGATION


                                     -iii-

<PAGE>   5



                             GENESIS WORLDWIDE INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

                                   ARTICLE I
                          NAME, PURPOSE, LEGAL STATUS
                          ---------------------------

         1.01 NAME. The Plan shall be known as the  Genesis Worldwide  Inc.
Non-Qualified  Deferred  Compensation Plan. The history of the Plan is contained
in EXHIBIT A.

         1.02 PURPOSE. The Plan is intended to permit certain select management
and highly compensated employees to defer the receipt of compensation to
Termination of Employment or Retirement in accordance with the terms of the
Plan.

         1.03 ERISA TOP PLAN. The Plan is a plan which is unfunded and
maintained primarily for the purpose of providing a deferred compensation plan
for a select group of management or highly compensated employees, within the
meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").

         1.04 CODE UNFUNDED PLAN. The Plan is an unfunded deferred compensation
plan, with taxability thereof governed by Section 451 of the Internal Revenue
Code of 1986, as amended (the "Code") and not Section 83 of the Code.

         1.05 GRANTOR TRUST. The Plan has an associated trust known as the
Genesis Worldwide Inc. Non-Qualified Deferred Compensation Plan Trust, formerly
known as the Salem Corporation Nonqualified Deferred Compensation Plan Trust,
dated March 6, 1996 (the "Trust"). The Trust is a grantor trust under Sections
671 and 677 of the Code. The trust agreement for the Trust is based on the model
agreement under IRS Rev. Proc. 92-64 (commonly known as a "rabbi trust"). The
Trust is irrevocable. Pursuant to Section 7.01, the Plan Sponsor reserves the
right to discontinue funding the Trust with respect to future amounts under the
Plan.



                                      -0-


<PAGE>   6



                                   ARTICLE II
                                  DEFINITIONS
                                  -----------


         2.01 "Beneficiary" means the person, entity or entities designated by
the Participant to receive the balance of the Participant's Deferred
Compensation Account in the event of the Participant's death (or, in the absence
of an effective designation, his estate).

         2.02 "Bonus" means any bonus payable to an Eligible Employee by any
Employer for services rendered to the Employer. A Bonus shall not be considered
to include a signing bonus, severance pay or extraordinary compensatory
payments.

         2.03 "Code" means the Internal Revenue Code of 1986, as amended.

         2.04 "Company" means Genesis Worldwide Inc.

         2.05 "Company Savings Plan" means the Genesis Worldwide Inc. 401(k)
Savings Plan or any other qualified section 401(k) savings plan maintained by
the Company or an Employer in which an Eligible Employee is (or will be)
eligible to participate.

         2.06 "Deferral Election" means an election by an Eligible Employee to
defer Salary and/or Bonus under Sections 4.01 and 4.02 and otherwise in
accordance with the provisions of the Plan.

         2.07 "Deferred Amounts" means the amount of Salary and/or Bonus
deferred under the Plan pursuant to a Deferral Election.

         2.08 "Deferred Compensation Account" means the account established and
maintained by the Plan Administrator and the Employers under Article VII for a
Participant's Deferred Amounts and Employer Contributions, if any.

         2.09 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         2.10 "Eligible Employee" means an Employee who is (i) a select group of
management or highly compensated employee, within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA and (ii) is a President or Vice
President of an Employer or specifically designated by name by the Company as
eligible for participation in the Plan.

         2.11 "Employee" means a common law employee of an Employer.

         2.12 "Employer" means the Company and any affiliated entity of the
Company designated by the Company as a participating employer of the Plan. The
current Employers of the Plan are listed in EXHIBIT B.

         2.13 "Employer Contribution" means any contributions to the Plan made
by an Employer pursuant to Article V.

         2.14 "Participant" means an individual who becomes a participant of the
Plan pursuant to Section 3.01 and continues to be a participant under Section
3.02.

         2.15 "Plan" means the Genesis Worldwide Inc. Non-Qualified Deferred
Compensation Plan, as set forth herein and as amended from time to time.


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<PAGE>   7

         2.16 "Plan Administrator" means the Plan Sponsor. The Benefits
Committee of the Company shall have the rights, and fulfill the obligations and
responsibilities, of the Plan Administrator under the Plan.

         2.17 "Plan Sponsor" means the Company. The Compensation Committee of
the Board of Directors of the Company shall have all authority of the Company
under the Plan.

         2.18 "Plan Year" means the calendar year.

         2.19 "Restatement Effective Date" of this amendment and restatement
means January 1, 2000. The original effective date of the Plan is January 1,
1996.

         2.20 "Retirement" means the Participant's Termination of Employment on
or after his 55th birthday.

         2.21 "Salary" means the gross compensation (including commissions)
payable to an Eligible Employee by any Employer for services rendered to the
Employer, exclusive of Bonuses, moving expense amounts and other supplemental
forms of compensation. Salary shall not be considered to include severance pay
or extraordinary compensatory payments.

         2.22 "Termination of Employment" means the Participant's voluntary or
involuntary termination of employment with his Employer, the Company and all
their affiliates, for any reason (other than death).

         2.23 "Trust" means the Genesis Worldwide Inc. Non-Qualified Deferred
Compensation Plan Trust, formerly known as the Salem Corporation Nonqualified
Deferred Compensation Plan Trust, dated March 6, 1996, as set forth in the trust
agreement therefor, and as amended from time to time.

         2.24 "Trustee" means the trustee of the Trust. Currently, the Trustee
of the Trust is Bankers Trust Company.



                                      -2-
<PAGE>   8


                                   ARTICLE III
                               PLAN PARTICIPATION
                               ------------------


         3.01 PARTICIPANT. An individual shall become a Participant of the Plan
pursuant to the following provisions:

                  (a) PRIOR PARTICIPANT. A participant of the Plan prior to the
         Restatement Effective Date who has an undistributed benefit under the
         Plan as of the Restatement Effective Date shall become a Participant on
         the Restatement Effective Date.

                  (b) CURRENT ELIGIBLE EMPLOYEE. An Eligible Employee as of the
         Restatement Effective Date shall become a Participant on the
         Restatement Effective Date.

                  (c) NEW ELIGIBLE EMPLOYEE. Any other Eligible Employee shall
         become a Participant on the effective date of his designation by the
         Company as an Eligible Employee.

         3.02 CONTINUED PARTICIPATION. A Participant under Section 3.01 shall
continue to be a Participant until such time as his Deferred Account has been
completely distributed to him or his Beneficiary.

                                      -3-
<PAGE>   9

                                   ARTICLE IV
                               DEFERRAL ELECTIONS
                               ------------------


         4.01 SALARY. For each Plan Year, a Participant who is an Eligible
Employee may make a Deferral Election with respect to his Salary for the Plan
Year pursuant to Sections 4.03 and 4.04 and the following provisions:

                  (a) ELECTION AMOUNT. The Participant may make a Deferral
         Election to defer under the Plan an amount not to exceed 25% of his
         Salary for the Plan Year. As used in this Article, the Salary "for" or
         "of" the Plan Year shall refer to the Salary of the Participant which
         is (i) attributable to his services rendered for the Employer during
         the Plan Year and (ii) otherwise payable to him within the Plan Year.

                  (b) DEFERRED AMOUNTS. The Deferred Amounts of his Salary under
         subsection (a) shall be deferred under the Plan from and with respect
         to the portion of his Salary for the remainder of the Plan Year payable
         after the date of his contribution of the maximum elective
         contributions to the Company Savings Plan. The Plan Administrator shall
         calculate, consistent with his Deferral Election under subsection (a),
         the specific monthly amounts and frequency of the Deferred Amounts of
         his Salary for the remainder of the Plan Year.

                  (c) DEFERRED COMPENSATION ACCOUNT. The Deferred Amounts of
         Salary shall be credited to the Participant's Deferred Compensation
         Account as soon as practicable after the time of deferral of the
         Deferred Amounts under subsection (b).

         4.02 BONUS. For each Plan Year, a Participant who is an Eligible
Employee may make a Deferral Election with respect to his Bonus for the Plan
Year pursuant to Sections 4.03 and 4.04 and the following provisions:

                  (a) ELECTION AMOUNT. The Participant may make a Deferral
         Election to defer under the Plan an amount not to exceed 85% of his
         Bonus for the Plan Year. As used in this Article, the phrase Bonus
         "for" or "of" the Plan Year shall refer to the Bonus (if any) of the
         Participant which is (i) attributable to his services rendered for the
         Employer during the Plan Year and (ii) otherwise payable to him within
         or shortly after the Plan Year.

                  (b) DEFERRED AMOUNT. The Deferred Amount of his Bonus under
         subsection (a) shall be deferred under the Plan from and with respect
         to the Bonus for the Plan Year at the time otherwise payable to the
         Participant (and without regard to whether, at such time, he has
         contributed the maximum elective contributions to the Company Savings
         Plan). The Plan Administrator shall calculate, consistent with his
         Deferral Election under subsection (a), the exact amount of the
         Deferred Amount of his Bonus for the Plan Year.

                  (c) DEFERRED COMPENSATION ACCOUNT. The Deferred Amount of
         Bonus shall be credited to the Participant's Deferred Compensation
         Account as soon as practicable after the time of deferral of the
         Deferred Amount under subsection (b).



         4.03 ELECTION TERMS AND CONDITIONS. A Participant's Deferral Election
of Salary or Bonus shall be subject to the following terms and conditions:



                                      -4-
<PAGE>   10

                  (a) TIME, MANNER OF ELECTION. The Deferral Election must be
         (i) in writing, (ii) irrevocable and (iii) made, and received by the
         Plan Administrator, during the 30 day period ending on the December 31
         immediately preceding the Plan Year of the Salary and Bonus.

                  (b) DEFERRED PAYMENT. The Deferral Election must specify that
         the Deferred Amounts of Salary and Bonus, as maintained under his
         Deferred Compensation Account, shall be payable at the time and manner
         as provided under Article VIII.

                  (c) UNFUNDED, UNSECURED PROMISE. The Deferral Election must
         acknowledge that his Deferred Compensation Account is (i) unfunded,
         (ii) represents an unsecured promise to pay benefits in the future and
         (iii) is subject to the claims of general creditors of his Employer.

                  (d) INVESTMENT SELECTIONS. The Deferral Election must contain
         (or incorporate by reference) the specific investment selections made
         by the Participant for the Deferred Amounts of Salary and Bonus, as
         maintained under his Deferred Compensation Account, under Section
         6.03(b) (regarding a Participant's selection of alternative investments
         for the measurement of earnings and losses on the Deferred Amounts).

                  (e) INVESTMENT EXPERIENCE. The Deferral Election must
         acknowledge that (i) the Participant has no right to the assets of the
         Plan or Trust attributable to the investment alternatives of his
         investment selections and (ii) the earnings or loss credited or charged
         on the Deferred Amounts of Salary and Bonus, as maintained under his
         Deferred Compensation Account, shall be determined on the basis of the
         investment experience of his investments selections made for the
         Deferred Amounts under Section 6.03(e) (regarding determination of
         investment experience).

         4.04 COMPANY SAVINGS PLAN. A Participant's Deferral Election of Salary
or Bonus shall be subject to the following terms and conditions concerning the
Company Savings Plan:

                  (a) MAXIMUM ELECTION. If the Participant is (or will be)
         eligible under the Company Savings Plan during the Plan Year that any
         Deferred Amounts of Salary or Bonus would be otherwise payable to him,
         then, on the date of his Deferral Election (of either Salary or Bonus),
         the Participant must have in effect with his Employer an election to
         make the maximum possible elective contributions under the Company
         Savings Plan (i) for each such Plan Year and (ii) thereby from all
         eligible compensation under the Company Savings Plan for such Plan
         Years (including therefore any Bonus payable during the Plan Year).

                  (b) SALARY DEFERRAL ELECTION, HIGHEST RATE. If the Participant
         makes a Deferral Election of Salary, the Participant's maximum election
         of elective contributions under subsection (a) must further provide
         that the elective contributions shall be made to the Company Savings
         Plan at the highest and most immediate rate of contribution permitted
         under the Company Savings Plan.

                  (c) MODIFICATION OF SAVINGS PLAN ELECTION. In the event that
         the Participant, after the date of his Deferral Election, modifies his
         election of elective contributions under the Company Savings Plan, the
         amount of his Deferral Elections of his Salary or Bonus under Sections
         4.01(a) and 4.02(a) shall not change (notwithstanding any implication
         of subsections (a) and (b) hereof). However, the Plan Administrator
         shall modify, to the extent



                                      -5-
<PAGE>   11

         necessary and in its discretion, the amount and frequency of his
         Deferred Amounts of Salary for the Plan Year in a manner to comply with
         the amount of his Deferral Election under Section 4.01(a),
         notwithstanding Section 4.01(b) (regarding time of Deferred Amounts
         after making the maximum elective contributions under the Company
         Savings Plan).

         4.05 NEW ELIGIBLE EMPLOYEES. A Participant who first becomes an
Eligible Employee during a Plan Year may make a Deferral Election under Section
4.01 and/or 4.02 for the Plan Year, with the following modifications:

                  (a) TIME OF ELECTION. Notwithstanding Section 4.03(a)(iii)
         (regarding the December 31 deadline for Deferral Elections), the
         Participant's Deferral Election must be made during the 30 day period
         beginning with date on which he first became a Participant of the Plan.

                  (b) SALARY ELECTION AMOUNT. Notwithstanding Section 4.01(a)
         (regarding election amounts of Salary), the Participant may make a
         Deferral Election to defer under the Plan an amount not to exceed 25%
         of his remaining Salary for the Plan Year for services after the date
         of his Deferral Election.

                  (c) BONUS ELECTION AMOUNT. Consistent with Section 4.02(a)
         (regarding election amounts of Bonuses), the Participant may make a
         Deferral Election to defer under the Plan an amount not to exceed 85%
         of his Bonus for the Plan Year.

                  (d) COMPANY SAVINGS PLAN. Notwithstanding Section 4.04(a)(ii)
         (regarding the maximum election from all eligible compensation under
         the Company Savings Plan), the Participant's maximum election under the
         Company Savings Plan shall apply only to eligible compensation under
         the Company Savings Plan payable after the date of his Deferral
         Election.

The remaining provisions of this Article shall apply to the Participant's
Deferral Election and Deferred Amounts thereunder.

         4.06 2000 PLAN YEAR. For the Plan Year ending on December 31, 2000 (the
"2000 Plan Year"), a Participant who is an Eligible Employee may make a Deferral
Election under Section 4.01 and/or 4.02 for the 2000 Plan Year, with the
following modifications:

                  (a) TIME OF ELECTION. Notwithstanding Section 4.03(a)(iii)
         (regarding the December 31 deadline for Deferral Elections), the
         Participant's Deferral Election must be made during the period from
         April 7, 2000 (or, if later, the date of distribution of offering
         materials under the Plan) through April 30, 2000.

                  (b) SALARY ELECTION AMOUNT. Notwithstanding Section 4.01(a)
         (regarding election amounts of Salary), the Participant may make a
         Deferral Election to defer under the Plan an amount not to exceed 25%
         of his remaining Salary for the 2000 Plan Year for services on and
         after May 1, 2000.

                  (c) BONUS ELECTION AMOUNT. Consistent with Section 4.02(a)
         (regarding election amounts of Bonuses), the Participant may make a
         Deferral Election to defer under the Plan an amount not to exceed 85%
         of his Bonus for the Plan Year.



                                      -6-
<PAGE>   12

                  (d) COMPANY SAVINGS PLAN. Notwithstanding Section 4.04(a)(ii)
         (regarding the maximum election from all eligible compensation under
         the Company Savings Plan), the Participant's maximum election under the
         Company Savings Plan shall apply only to eligible compensation under
         the Company Savings Plan payable on or after May 1, 2000.

The remaining provisions of this Article shall apply to the Participant's
Deferral Election and Deferred Amounts thereunder.

         4.07 TRUST. With respect to the Deferred Amounts of Salary and/or Bonus
made to the Plan under Sections 4.01(b) and 4.02(b), the Plan Sponsor may direct
a Participant's Employer to (i) transfer cash equal to the Deferred Amounts to
the Trustee for the Trust, (ii) transfer cash equal to the Deferred Amounts to a
trustee of a separate grantor trust under Sections 671 and 677 of the Code
established with respect to the Plan or (iii) retain the Deferred Amounts with
the Employer.



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                                    ARTICLE V
                             EMPLOYER CONTRIBUTIONS
                             ----------------------


         5.01 EMPLOYER CONTRIBUTIONS. For any Plan Year, the Company, in its
sole discretion, may authorize an Employer Contribution to the Plan for any
particular Participant or group of Participants pursuant to the following
provisions:

                  (a) AMOUNT. The amount of the Employer Contribution may be any
         amount determined by the Company with respect to the Participant or
         group of Participants.

                  (b) DEFERRED COMPENSATION ACCOUNT. The Employer Contribution
         under subsection (a) shall be credited to the Participant's Deferred
         Compensation Account as of the date specified by the Company therefor.

                  (c) DEFERRED PAYMENT. The Employer Contribution, as credited
         to the Participant's Deferred Compensation Account, shall be payable at
         the time and manner as provided under Article VIII.

         5.02 PRIOR EMPLOYER CONTRIBUTIONS. Any Employer Contributions made
prior to the Restatement Effective Date shall be held under the Plan and
credited in the Deferred Compensation Account of the Participant for whom the
Employer Contribution was made to the Plan. The foregoing Employer Contributions
are held in the Trust.

         5.03 TRUST. With respect to the Employer Contributions under Section
5.01, the Plan Sponsor may direct a Participant's Employer to (i) transfer cash
equal to the Employer Contributions to the Trustee for the Trust, (ii) transfer
cash equal to the Employer Contributions to the trustee of a separate grantor
trust under Sections 671 and 677 of the Code established with respect to the
Plan or (iii) retain the Deferred Amounts with the Employer.


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                                   ARTICLE VI
                         DEFERRED COMPENSATION ACCOUNTS
                         ------------------------------


         6.01 DEFERRED COMPENSATION ACCOUNT. The Plan Administrator and each
Employer of a Participant shall establish and maintain a Deferred Compensation
Account for the Participant pursuant to the following provisions:

                  (a) UNFUNDED, UNSECURED PROMISE. The Deferred Compensation
         Account shall be (i) established and maintained within the Employer's
         general assets and (ii) reflected in the financial statements of the
         Employer as an unfunded and unsecured promise to pay amounts thereof in
         future to the Participant.

                  (b) ACCOUNTING, MAINTENANCE. The Deferred Compensation Account
         shall be (i) credited with Deferred Amounts of his Salary or Bonus
         under Article IV, (ii) credited with any Employer Contributions made on
         his behalf under Article V, (iii) adjusted to reflect investment
         experience under Section 6.03(e), (iv) reduced by any administration
         expenses under Section 6.04 and (v) reduced by any distributions under
         Article VIII during the Plan Year.

                  (c) SUB-ACCOUNTS. The Plan Administrator may require that an
         Employer maintain sub-accounts for and under a Participant's Deferred
         Compensation Account to separately reflect Deferred Amounts of Salary
         or Bonus, Employer Contributions, investments or for any other purpose
         determined by the Plan Administrator.

         6.02 VESTING. A Participant shall have at all times a one hundred
percent (100%) vested and nonforfeitable right to all amounts in his Deferred
Compensation Account.

         6.03 INVESTMENT SELECTIONS, EXPERIENCE. The Plan Sponsor and Plan
Administrator shall comply with the following procedures concerning the measure
of investment experience of a Participant's Deferred Amounts and Deferred
Compensation Account.

                  (a) INVESTMENT ALTERNATIVES. The Plan Sponsor shall, from time
         to time, designate various investment alternatives as the measure of
         earnings and losses on Deferred Amounts and Deferred Compensation
         Accounts under the Plan.

                  (b) DEFERRAL ELECTION INVESTMENT SELECTIONS. In his Deferral
         Election for a Plan Year, the Participant shall make investment
         selections from among the various investment alternatives under
         subsection (a) (subject to the consent of the Plan Administrator) for
         his Deferred Amounts of Salary and Bonus for the Plan Year, as
         maintained under his Deferred Compensation Account.

                  (c) INVESTMENT SELECTION CHANGES. After his initial investment
         selections under subsection (b), the Participant may make changes to
         his investment selections (subject to the consent of the Plan
         Administrator) for his Deferred Amounts for the Plan Year and all
         amounts in his Deferred Compensation Account.

                  (d) NO RIGHT TO INVESTMENTS. A Participant's investment
         selection shall be used solely as the measure of earnings and losses on
         his Deferred Amounts and Deferred Compensation Accounts. The
         Participant shall have no rights to any actual investments of



                                      -9-
<PAGE>   15

         the Plan or Trust, including the actual investment alternatives made by
         the Plan Administrator or Trustee based on the Participant's investment
         selections. All rights associated with the assets of the Plan and Trust
         shall be exercised by the Plan Administrator and the Trustee consistent
         with the terms of the Plan and trust agreement for the Trust.

                  (e) INVESTMENT EXPERIENCE. The Plan Administrator periodically
         shall, based on a Participant's investment selections under subsections
         (b) and (c), adjust his Deferred Compensation Account for the
         investment experience of his selected investment alternatives, I.E.,
         interest and dividends, gains and losses (whether realized or
         unrealized), investment expenses and other related items of the
         investment alternatives.

         6.04 ADMINISTRATION EXPENSES. The Company, in its sole discretion,
shall charge the Deferred Compensation Accounts with any administration expenses
of the Plan or Trust, including but not limited to Trustee fees, legal,
accounting, consultant fees and expenses, etc. The Plan Administrator shall
apply, in its sole discretion, the administration expenses either
proportionately among all Deferred Compensation Accounts (either on a per capita
or dollar amount basis) or individually per Deferred Compensation Account. The
Plan Administrator also may impose charges and deductions individually per
Deferred Compensation Account upon a Participant's Termination of Employment or
Retirement in connection with the distribution of benefits under Article VIII.


                                      -10-
<PAGE>   16



                                   ARTICLE VII
                                     TRUST
                                     -----


         7.01 TRUST. The Trust holds assets associated with the Plan. The Plan
Sponsor, however, reserves the right to (i) discontinue funding the Trust with
respect to future Deferred Amounts and Employer Contributions under the Plan,
(ii) establish for the Plan a separate grantor trust under Sections 671 and 677
of the Code for such future amounts, with such trust being either revocable or
irrevocable (as directed by the Plan Sponsor) or (iii) retain such Deferred
Amounts with the Employer of the Participant.

         7.02 PLAN APPLICABLE TRUST. The following provisions of this Article
shall apply to (i) the Trust and (ii) any separate trust under Section 7.01(ii).
As used in this Article, the terms (i) "Trust" shall refer to the Trust and any
such separate trust and (ii) "Trustee" shall refer to the Trustee and the
trustee under any such separate trust.

         7.03 TRUST FUND. The Trust shall maintain a trust fund for the Plan
pursuant to any trust agreement for the Trust and the following provisions:

                  (a) TRANSFER TO TRUST. If directed by the Plan Sponsor, each
         Employer of a Participant shall transfer to the Trust cash equal to his
         Deferred Amounts of Salary and Bonus and Employer Contributions at the
         times directed by the Plan Administrator. The Trustee shall hold the
         amounts pursuant to the terms of the trust agreement for the Trust.

                  (b) TRUST ACCOUNTS. The Trustee shall maintain accounts under
         the Trust in the name of each Participant equal to his Deferred
         Compensation Account under the Plan.

                  (c) EMPLOYER GENERAL ASSETS. Consistent with Section 6.01(a)
         and the terms of the Plan, the assets of the Trust and each Deferred
         Compensation Account shall remain, until distributed to a Participant
         or his Beneficiary, a part of the general assets of each Employer and
         subject to the claims of general creditors of the Employer. Each
         Participant and his Beneficiary shall have the status solely of an
         unsecured general creditor of the Employer.

         7.04 INVESTMENTS. If and as directed by the Plan Sponsor, the Trustee
shall invest the assets of the trust fund of the Trust (i) in the various
investment alternatives designated by the Plan Sponsor under Section 6.03(a) and
(ii) in the manner consistent with the investment selections made by the
Participants under Section 6.03(b) and (c).



                                      -11-
<PAGE>   17




                                  ARTICLE VIII
                                 DISTRIBUTIONS
                                 -------------


         8.01 DISTRIBUTIONS. A Participant shall receive his Deferred
Compensation Account at the time and manner prescribed in the following
provisions:

                  (a) TERMINATION, RETIREMENT. Upon his Termination of
         Employment or Retirement, the Participant shall receive his Deferred
         Compensation Account (i) within 30 days thereof, (ii) in a single, lump
         sum cash payment and (iii) in an amount equal to the value of his
         Deferred Compensation Account as most recently valued by the Plan
         Administrator.

                  (b) RETIREMENT ELECTION. Notwithstanding subsection (a), in
         the case of his Retirement, the Participant may make a written
         election, if made at least one year prior to his Retirement, to (i)
         delay distribution (or commencement of distribution, if he elects
         installments hereunder) of his Deferred Compensation Account under
         subsection (a) for up to one year after his Retirement and/or (ii)
         receive his Deferred Compensation Account in substantially equal annual
         installments over a period not exceeding 10 years, payable in amounts
         as determined under Section 8.02.

                  (c) DEATH. Upon his death prior to payment or commencement
         under subsection (a) or (b) above, the Participant's Beneficiary shall
         receive his Deferred Compensation Account (i) within 30 days thereof,
         (ii) in a single, lump sum cash payment and (iii) in an amount equal to
         the value of his Deferred Compensation Account as most recently valued
         by the Plan Administrator.

         8.02 RETIREMENT INSTALLMENTS. A Participant who makes an installment
payment election under Section 8.01(b) with respect to his Retirement shall
receive his Deferred Compensation Account in substantially equal annual
installments over a period selected by the Participant of up to 10 years. The
annual installments shall (i) commence at the date selected by the Participant,
but within one year of his Retirement, (ii) in a single cash payment and (iii)
in an annual amount each year equal to the value of his Deferred Compensation
Account as most recently valued by the Plan Administrator, divided by the number
of remaining annual installments (including the installment being made). Upon
the death of the Participant after commencement of installment payments, the
Beneficiary of the Participant shall receive the remaining installments at the
same time and manner as the Participant (I.E., without acceleration).

         8.03 PLAN TERMINATION, CHANGE IN CONTROL, ETC. Notwithstanding Section
8.01 and 8.02, in the event of termination of the Plan under Section 10.01, a
Change in Control of the Company or the sale either the stock or substantially
all of the assets of an Employer, the Plan Sponsor in its discretion, with
respect to affected Deferred Compensation Accounts, shall (i) accelerate
distribution of such Accounts, (ii) transfer such Accounts to a successor plan
or (iii) otherwise modify the time and manner of distribution of such Accounts.

         8.04 CHANGE IN CONTROL. For purposes of Section 8.03, the term "Change
in Control" means the purchase or other acquisition by any person, entity or
group of persons, within the meaning of section 13(d) or 14(d) of the Securities
Exchange Act of 1934 ("Act"), or any comparable



                                      -12-
<PAGE>   18

successor provisions, of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 30 percent or more of either the outstanding
shares of common stock or the combined voting power of the Plan Sponsor's then
outstanding voting securities entitled to vote generally, or the approval by the
stockholders of the Plan Sponsor of a reorganization, merger, or consolidation,
in each case, with respect to which persons who were stockholders of the Plan
Sponsor immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 50 percent of the combined voting
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated Plan Sponsor's then outstanding securities,
or a liquidation or dissolution of the Plan Sponsor or of the sale of all or
substantially all assets of the Plan Sponsor.

         8.05 SOURCE OF BENEFITS, WITHHOLDING. The Plan shall pay benefits to a
Participant or his Beneficiary from the Trust (or any other grantor trust under
Article VII) and/or the Employer, as applicable pursuant to the terms of the
Trust (or other grantor trust) and the terms of the Plan. In the event that the
Trust (or other grantor trust) or the Employer is unable to pay benefits, the
Company shall pay the benefits for such periods that the Trust (or other grantor
trust) or Employer is unable to pay benefits. The foregoing guarantee by the
Company shall constitute no more than an unfunded and unsecured promise of
payment and performance, consistent with obligation of the Employer under the
terms of the Plan. The Trust, Employer or Company shall withhold any required
Federal, state or local taxes from each benefit payment under the Plan, as
applicable pursuant to the terms of the Trust (or other grantor trust) and
consistent with the terms of the Plan.




                                      -13-
<PAGE>   19


                                   ARTICLE IX
                                 ADMINISTRATION
                                 --------------


         9.01 GENERAL. The Plan Sponsor, Company, Plan Administrator, Employers
and Trustee shall have the respective rights and obligations prescribed to them
under the terms of the Plan and the trust agreement for the Trust.

         9.02 COMPANY. All actions required by the Company under the Plan shall
be taken by the Board of Directors of the Company, except where (i) the Board of
Directors has delegated authority to the Compensation Committee of the Board of
Directors regarding the Plan or (ii) the Compensation Committee has delegated
authority to the Benefits Committee regarding the Plan. Currently, the (i) Board
of Directors has delegated authority to Compensation Committee regarding the
Plan generally and (ii) Compensation Committee has delegated authority to the
Benefits Committee to administer the Plan on behalf of the Company as Plan
Administrator and amend the Plan in certain respects, as so provided in the
resolutions adopted by the Compensation Committee as applicable to the Plan in
EXHIBIT C.

         9.03 PLAN ADMINISTRATOR. The Plan Administrator will administer the
Plan. The Benefits Committee of the Company shall fulfill the obligations of the
Plan Administrator. The Plan Administrator shall have the full power and
discretionary authority to interpret, construe and administer the Plan
provisions. In implementation of this responsibility, the Plan Administrator may
adopt rules, procedures or regulations relative to the administration of the
Plan. Any final decision by the Plan Administrator shall be binding upon a
Participant and his Beneficiary and all interested persons.

         9.04 INDEMNITY. The Company shall indemnify to the fullest extent by
law each member of the Board of Directors, Compensation Committee and Benefits
Committee of the Company, and each officer and employee of the Company, in
connection with the Plan.

         9.05 CLAIMS PROCEDURE. The Plan Administrator shall follow the claims
procedures of Section 503 of ERISA and the final regulations thereunder in
connection with any disputed claim for benefits under the Plan.





                                      -14-
<PAGE>   20






                                    ARTICLE X
                            AMENDMENT OR TERMINATION
                            ------------------------


         10.01 AMENDMENT OR TERMINATION. The Company shall have the right to
amend or terminate the Plan at any time; provided, however, that no such
amendment or termination of the Plan shall reduce the amount of any Deferred
Compensation Account of a Participant under the Plan.


                                      -15-
<PAGE>   21


                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS
                            ------------------------


         11.01 NO GUARANTEE OF EMPLOYMENT. Neither the adoption of the Plan,
the making of a Deferral Election, or any action of the Company, Employer or
Plan Administrator respecting the Plan or its administration, shall be deemed to
confer on any Participant the right to be continued as an Employee of an
Employer.

         11.02 NON-ASSIGNABILITY OF BENEFITS. A Participant's rights to benefit
payments under the Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or his Beneficiary. A Participant,
however, may designate a Beneficiary and his benefit otherwise may pass by will
or by the laws of descent and distribution.

         11.03 RULES OF CONSTRUCTION. Masculine terms contained in the Plan
shall be construed to contain the feminine, and singular terms shall be
construed to include the plural, wherever necessary for a reasonable
interpretation of the plan.

         11.04 GOVERNING LAW. The Plan shall be construed under the laws of the
State of Ohio, except where preempted by ERISA and other federal law.



                                      -16-
<PAGE>   22


                             GENESIS WORLDWIDE INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN


                           Exhibit A--History of Plan
                           --------------------------


         Effective January 1, 1996, the Salem Corporation established the Salem
Corporation Nonqualified Deferred Compensation Plan.

         Effective January 1, 1996, the Salem Corporation entered into a trust
agreement with Bankers Trust Company for the Plan, with the trust known as the
Salem Corporation Nonqualified Deferred Compensation Plan Trust, dated March 6,
1996.

         Effective September 18, 1997, Salem Corporation changed its name to
Herr-Voss Industries, Inc. ("HVI").

         Effective June 30, 1999, The Monarch Machine Tool Company (the
"Company") acquired the stock of Precision Industrial Corporation, which such
Corporation owned the stock of HVI.

         Effective September 1, 1999, the Company restructured its domestic
subsidiaries and was renamed Genesis Worldwide Inc. (the "Company").

         Effective September 1, 1999, HVI relinquished its sponsorship,
administrator, employer and named fiduciary status of the Plan, pursuant to
resolutions adopted by HVI on December [1], 1999.

         Effective September 1, 1999, the Company became the sponsor,
administrator, an employer and named fiduciary of the Plan, pursuant to
resolutions adopted by the Company on December 1, 1999.

         Effective September 1, 1999, the Plan was renamed as the Genesis
Worldwide Inc. Non-Qualified Deferred Compensation Plan (the "Plan"), pursuant
to resolutions adopted by the Company on December 1, 1999.

         Effective January 1, 2000, the Company (i) authorized eligible
employees and participating employers for the Plan and (ii) discontinued excess
employer contributions under the Plan, all pursuant to resolutions adopted by
the Company on December 1, 1999.

         Effective January 1, 2000, the Company hereby amends and restates the
Plan as provided herein.


                                      -18-
<PAGE>   23


                             GENESIS WORLDWIDE INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN


                 Exhibit B--Employers, Effective January 1, 2000
                 -----------------------------------------------


                             Genesis Worldwide Inc.
                             GenSystems Inc.
                             GenSystems Services Inc.
                             GenCoat Inc.
                             GenInternational Inc.



                                      -19-
<PAGE>   24


                             GENESIS WORLDWIDE INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN


                  Exhibit C--Compensation Committee Delegation
                  --------------------------------------------


         Currently, the Board of Directors of the Company have delegated to the
Compensation Committee of the Company (the "Compensation Committee") all
authority with respect to the Plan, including therefore the authority to adopt
amendments and changes to the Plan, authorize any Employer Contributions and
administer the Plan.

         Pursuant to a resolution of the Compensation Committee approved on
December 1, 1999, the Compensation Committee delegated to the Benefits Committee
of the Company, effective December 2, 1999, the authority to approve and adopt
all amendments and changes to the Plan, except for the following:

                  (i)   The appointment of the Trustee for the Plan.

                  (ii)  The selection of Eligible Employees for the Plan.

                  (iii) Amendments or changes to the Plan which:

                           (A) represent a major change in policy; or

                           (B) involve significant financial cost.

                  (iv)  The establishment or termination of the Plan.

         The Compensation Committee also directed the Benefits Committee to
approve and adopt amendments or changes to the Plan by resolution (either by
meeting or written consent) and adopt such by-laws or procedures as it deems
necessary therefor.

         The Compensation Committee also directed the Benefits Committee to
fulfill, on behalf of the Company, the obligations of the Company as
"administrator" of the Plan, as that term is used in ERISA, including the
authority and responsibility to (i) make benefit decisions, (ii) adopt
procedures for the administration of the Plan and (iii) exercise the sole and
absolute discretionary authority to interpret and construe the provisions of the
Plan.


                                      -20-