<PAGE>   1

                                                                   EXHIBIT 10.15










                               L & C SPINCO, INC.

                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                     (EFFECTIVE AS OF ______________, 2001)










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                                     PURPOSE


         L & C Spinco, Inc. (the "Company") has established the L & C Spinco,
Inc. Executives' Deferred Compensation Plan (the "Plan") to assist certain key
employees in accumulating capital or supplementing any retirement income they
may otherwise receive by permitting them to defer a portion of their
compensation. To encourage these individuals to participate in the Plan and to
continue their employment with the Company, the Company will match a portion of
these deferred amounts.

         The Plan is designed to be a nonqualified, deferred compensation plan
maintained primarily for a select group of management and highly compensated
employees of the Company and its subsidiaries. The benefits under the Plan are
unfunded and all amounts payable under the Plan shall be paid from the general
assets of the Adopting Employer which employs the Participant.

         The Plan is effective as of _________________, 2001, and is established
in connection with the spin-off of the Company by National Service Industries,
Inc. ("NSI"), as a successor plan to the National Service Industries, Inc.
Executives' Deferred Compensation Plan ("Prior Plan") for certain employees and
former employees of NSI and its subsidiaries who were participants in the Prior
Plan immediately prior to the Effective Date, and who became or remained
employees of the Company or its Subsidiaries as of the Effective Date or who
were formerly employed by the businesses transferred to the Company by NSI.


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                                   ARTICLE I


                                   DEFINITIONS


         1.1      "Average Prime Rate" means the rate of interest publicly
announced by Wachovia Bank, Atlanta, Georgia (or any successor thereto) as its
prime rate on the first business day of each calendar quarter commencing between
Valuation Dates.

         1.2      "Class Year" means the Fiscal Year for which a deferral is
elected.

         1.3      "Class Year Account" means the sub-accounts set up for the
Primary Account and Company Contribution Account for each Class Year.

         1.4      "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         1.5      "Company" means L & C Spinco, Inc., a Delaware corporation (or
its successor or successors). Affiliated or related employers are permitted to
adopt the Plan and shall be known as "Adopting Employers." To the extent
required by certain provisions (e.g., Compensation and Continuous Service),
references to the Company shall include the Adopting Employer of the
Participant. Adopting Employers are listed on Appendix A.

         1.6      "Committee" means the Committee appointed to administer the
Plan as and to the extent provided in Article VIII.

         1.7      "Company Contribution Account" means the sum of all amounts
credited to a Participant pursuant to Section 3.1, including amounts previously
credited to a Participant's Company Contribution Account in the Prior Plan and
transferred to this Plan as provided in Article X, together with interest
allowances thereon credited pursuant to Section 4.1 herein.

         1.8      "Compensation" means the aggregate salary from the Company
(and/or, with respect to periods prior to the Effective Date, from NSI or one of
NSI's affiliates) received by a Participant during a Fiscal Year together with
any performance or discretionary bonus awarded by the Company (and/or, with
respect to periods prior to the Effective Date, by NSI or one of NSI's
affiliates) for that same Fiscal Year. Compensation does not include expense
reimbursement, car allowance, imputed value of group life insurance, aspiration
award payments, income from stock options, restricted stock, and other stock
awards, Company contributions to any benefit plan, or any gift or awards not
treated as pay by the Company.

         1.9      "Continuous Service" means the period of uninterrupted
employment of an Eligible Executive with the Company since the individual's most
recent date of employment or appointment to the class of Eligible Executives,
whichever is applicable. For individuals who are Eligible Executives on the
Effective Date and who were participating in the Prior Plan immediately prior to
the Effective Date, Continuous Service shall include the Eligible Executive's
period of Continuous Service under the Prior Plan.

         1.10     "Deferral Election" means a written election, in a form
prescribed by the Committee, to defer receipt of bonus amounts otherwise payable
to the Executive.


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         1.11     "Deferred Compensation" means the portion of a Participant's
compensation for any Fiscal Year, or part thereof, that has been deferred
pursuant to the Plan.

         1.12     "Effective Date" means the date the Plan is effective,
______________, 2001.

         1.13     "Executive or Eligible Executive" means a Senior Officer, a
Key Manager, or a President, each as defined herein. Any dispute regarding any
individual's eligibility for the Plan shall be resolved by the Committee in its
sole discretion.

         1.14     "Fiscal Year" means the fiscal year of the Company commencing
on September 1 and ending on August 31 of the following calendar year, or such
other fiscal year as may be established in the future.

         1.15     "Key Manager" means an assistant vice president or other key
management employee (as determined by the Committee or its designee) of the
Company or an Adopting Employer.

         1.16     "NSI" means National Service Industries, Inc., a Delaware
corporation.

         1.17     "Participant" means a person a portion of whose compensation
for any Fiscal Year has been deferred pursuant to the Plan and whose interests
in the Plan have not been wholly forfeited or distributed.

         1.18     "Plan or Executives' Plan" means the L & C Spinco, Inc.
Executives' Deferred Compensation Plan as described in this instrument, and as
it may be amended from time to time.

         1.19     "President" means the president of a business segment of the
Company or an Adopting Employer.

         1.20     "Primary Account" means the sum of all amounts deferred by a
Participant pursuant to Section 2.1 including any amounts previously deferred to
the Participant's Primary Account under the Prior Plan and transferred to this
Plan, plus interest allowances thereon credited pursuant to Section 4.1 herein.

         1.21     "Prior Plan" means the National Service Industries, Inc.
Executives' Deferred Compensation Plan.

         1.22     "Senior Officer" means the president or an executive vice
president, senior vice president, or vice president of the Company or an
Adopting Employer.

         1.23     "Termination of Service" or similar expression means the
termination of the Participant's employment as an Eligible Executive of the
Company. A Participant who is granted a temporary leave of absence, whether with
or without pay, shall not be deemed to have terminated his service. In the event
of a transfer of an Eligible Executive to a position in which he would no longer
be eligible to continue in this Plan, or in the event of the disability of a
Participant (as determined by the Committee), the Committee, in its sole
discretion, shall determine whether a Termination of Service has occurred.


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         1.24     "Total and Permanent Disability" means a physical or mental
incapacity which impairs the Participant's ability to substantially perform his
duties for a period of one hundred eighty (180) consecutive days, as determined
by the Committee.

         1.25     "Valuation Dates" mean March 31 and September 30 of each year.


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<PAGE>   6

                                   ARTICLE II


                                AMOUNTS DEFERRED


         2.1      Each Eligible Executive may elect to have a portion of the
annual performance or discretionary bonus ("bonus"), if any, to be received by
him for the Fiscal Year commencing September 1, 2001, and for any Fiscal Year
thereafter, irrevocably deferred in accordance with the terms and conditions of
the Plan. The amount of such bonus that may be so deferred shall not exceed the
lower of:

                  (a)      the Executive's Compensation for the Class Year which
         is in excess of the average Compensation paid or credited to the
         Executive (including any amounts deferred under this Plan, but
         excluding Company Contributions under this Plan) for services rendered
         as an Eligible Executive over the three (3) full Fiscal Years
         immediately preceding the Class Year. If the Executive has completed
         two (2) but less than three (3) full Fiscal Years of Continuous Service
         in an eligible position the average shall be computed based upon the
         average Compensation paid or credited to the Executive for the two (2)
         full Fiscal Years immediately preceding the Class Year. Any Executive
         who has not completed two (2) full Fiscal Years in an eligible position
         shall be entitled to defer for the Class Year not more than (1)
         twenty-five hundred dollars ($2,500) for a Senior Officer and (2)
         twelve hundred fifty dollars ($1,250) for a Key Manager; and

                  (b)      the Executive's bonus for the Class Year.

                  An Executive desiring to exercise such election shall deliver
         a Deferral Election to the Company or the Executive's Adopting
         Employer, as applicable, prior to the beginning of each such Fiscal
         Year, or if an individual first becomes an Eligible Executive during a
         Fiscal Year, within 30 days after the date the individual first becomes
         an Eligible Executive (or within such other period as may be
         established by the Committee). Any such Deferral Election delivered
         under the Prior Plan with respect to the Fiscal Year ending August 31,
         2002 shall continue in effect under this Plan for such Fiscal Year. If
         the Executive's Deferral Election would result in a deferral greater
         than the maximum provided herein, any deferred amount shall be reduced
         to the maximum limit provided herein.

         2.2      The Executive's Primary Account shall be credited, as of
October 1 next following the end of each Class Year for which the election was
made, with the dollar amount of the Compensation deferred for such Class Year
pursuant to Section 2.1.

         2.3      A Participant's accounts shall be distributable in the manner
and subject to the conditions set forth in Article V, Article VI and Article IX.


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                                  ARTICLE III


                              COMPANY CONTRIBUTION

         As of each October 1, the Company shall contribute to a Company
Contribution Account on behalf of each Eligible Executive an amount equal to the
Executive's Deferred Compensation for the immediately preceding Class Year, up
to a maximum of five thousand dollars ($5,000) for a Senior Officer or President
and twenty-five hundred dollars ($2,500) for a Key Manager.

         The inability of a Participant to fully utilize the maximum Company
Contribution for any Class Year, whether due to lack of qualified earnings,
eligible service, failure to elect or any other reason, shall not result in a
carry-over of unused credits to any subsequent year.


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                                   ARTICLE IV

                               INTEREST ALLOWANCE

         Each Primary Account and Company Contribution Account of each
Participant shall be credited as of each September 30 with an interest allowance
which shall be computed and compounded on semi-annual Valuation Dates based upon
the Average Prime Rate as follows:

<TABLE>
<CAPTION>
     When the Average Prime Rate is:             The Interest Credit Shall Be:
     -------------------------------             -----------------------------
     <S>                                         <C>
     -more than 12.00%                           -Average Prime Rate less 3%

     -more than 8.00% but not more than 12.00%   -Average Prime Rate less 2%

     -8.00% or less                              -Average Prime Rate less 1%
</TABLE>

        This interest allowance shall be applied to the balances standing, as
of said date, in each Participant's accounts for all Class Years.


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<PAGE>   9

                                   ARTICLE V


                                     VESTING

         5.1      A Participant shall at all times have a non-forfeitable
(vested) right to the amounts in his Primary Account subject to the distribution
provisions of Article VI.

         5.2      (a)      Subject to Article IX, the Company Contribution
Account of a Participant for each Class Year shall become vested in him upon the
completion of five full Fiscal Years of Continuous Service as an Eligible
Employee after the end of such Class Year.

                  (b)      Subject to Article IX, the Company Contribution
         Account of a Participant for all Class Years shall become vested in him
         upon the occurrence of any of the following events:

                           (i)      Total and Permanent Disability of the
                  Participant (as determined by the Committee); or

                           (ii)     Retirement after the Participant has
                  attained age 55; or

                           (iii)    Death of the Participant; or

                           (iv)     Termination of this Plan.

         5.3      Notwithstanding anything to the contrary herein, prior to a
Change in Control should the Participant be found by the Committee to be guilty
of theft, embezzlement, fraud or misappropriation of the Company's property or
of any action which, if the individual were an Officer of the Corporation, would
constitute a breach of fiduciary duty, the Company Contribution Account for all
Class Years which had not yet vested in the Participant shall be immediately
forfeited.


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<PAGE>   10


                                   ARTICLE VI


                                  DISTRIBUTION

         6.1      Subject to Article IX, distribution of the vested portion of a
Participant's Account shall be made in a lump sum as soon as practicable
following the Participant's Total and Permanent Disability, death or Termination
of Service for any other reason prior to attainment of age 55. If a Participant
terminates employment on or after age 55, the provisions of any benefit
elections made by the Participant pursuant to Section 6.3 shall be recognized.
In the event of the termination of the Plan or the Total and Permanent
Disability or death of a Participant, interest allowance pursuant to Article IV
shall be computed to the date of payment hereunder. In the event of Termination
of Service for any other reason, interest allowance shall be computed to the
last Valuation Date falling on or before the date of such Termination of
Service.

         6.2      Except as provided in Section 6.1 above and Article IX,
distribution of each Class Year Account of a Participant shall be made in a
single lump sum payment on the October 1 next following five (5) full Fiscal
Years after the Class Year. For example, the distribution of Class Year 2001
Account shall be made on October 1, 2006 and for Class Year 2002 Account on
October 1, 2007, etc. Such Participant, may, however, make a timely election to
further defer receipt of this sum as provided in Section 6.3.

         6.3      Any Participant may file a subsequent election to further
irrevocably defer any amount becoming distributable under this Plan provided
that such election is filed before the end of the fourth Fiscal Year immediately
following the Class Year. For example, for Class Year 2001 any such election
must be filed prior to September 1, 2005. Any such election made under the Prior
Plan shall continue in effect under this Plan. This subsequent deferral shall
provide, at the option of the Participant, for payment of the Participant's
full Class Year Account balance in a single sum or in installments payable on
October 1 of any year or years but with the last installment due not later than
ten years after the Participant's retirement and not before the regular
distribution date otherwise provided herein. A Participant retiring on or after
age 55 may elect prior to termination to make the deferral election in this
section with respect to all Class Year Accounts as to which the five-year
period has not yet passed and that would otherwise be payable more than one (1)
year in the future. Any Class Year Accounts as to which the five-year period
has not yet passed that are payable within one (1) year and any Class Year
Accounts as to which the election in this section is not made shall be payable
as soon as practical after termination.

         6.4      Hardship. A Participant who is suffering an unforeseen and
severe financial hardship as a result of (i) an illness or accident of the
Participant or his immediate family, (ii) loss of Participant's property due to
casualty, or (iii) for such other reasons as the Committee may establish, may
file a written request with the Committee for distribution of all or a portion
of the amount credited to his Account. The Committee shall have the sole
discretion to determine whether to grant a Participant's hardship request and
the amount to distribute to the Participant. The Committee shall have authority
in connection with such hardship request to accelerate the payment of any Class
Year Accounts which have been deferred pursuant to Section 6.3.


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<PAGE>   11

                                  ARTICLE VII


                                  MISCELLANEOUS

         7.1      No Participant or any other person shall have any interest in
any specific asset or assets of the Company by reason of any sums credited to
him hereunder or any right to receive any distribution under the Plan except as
and to the extent expressly provided in the Plan. Nothing in the Plan shall be
deemed to give any officer or any employee of the Company any right to
participate in the Plan, except in accordance with the provisions of the Plan.

         7.2      Neither the adoption nor the amendment of the Plan, nor any
action of the Board of Directors of the Company or the Committee, nor any
election to defer compensation hereunder, shall be held or construed to confer
on any person any legal right to be continued as an employee of the Company.

         7.3      No Participant or any other person entitled to payment
hereunder shall have the right to assign, pledge or otherwise dispose of any
interest in his Account, nor shall the Participant's interest therein be subject
to garnishment, attachment, transfer by operation of law, or any legal process,
except to pay a debt of such Participant to the Company or an Adopting Employer.

         7.4      If a Participant or beneficiary (hereafter, "Claimant") does
not receive timely payment of any benefits which he believes are due and payable
under the Plan, he may make a claim for benefits to the Plan Administrator. The
claim for benefits must be in writing and addressed to the Plan Administrator or
to the Company. If the claim for benefits is denied, the Plan Administrator
shall notify the Claimant in writing within 90 days after the Plan Administrator
initially received the benefit claim. However, if special circumstances require
an extension of time for processing the claim, the Plan Administrator shall
furnish notice of the extension to the Claimant prior to the termination of the
initial 90-day period and such extension shall not exceed one additional,
consecutive 90-day period. Any notice of a denial of benefits shall advise the
Claimant of the basis for the denial, any additional material or information
necessary for the Claimant to perfect his claim, and the steps which the
Claimant must take to have his claim for benefits reviewed.

         7.5      Each Claimant whose claim for benefits has been denied may
file a written request for a review of his claim by the Plan Administrator. The
request for review must be filed by the Claimant within 60 days after he
received the written notice denying his claim. The decision of the Plan
Administrator will be made within 60 days after receipt of a request for review
and shall be communicated in writing to the Claimant. Such written notice shall
set forth the basis for the Plan Administrator's decision. If there are special
circumstances which require an extension of time for completing the review, the
Plan Administrator's decision shall be rendered not later than 120 days after
receipt of a request for review.

         7.6      If the whole or any part of any Participant's Account shall
become liable for the payment of any estate, inheritance, income, or other tax
which the Company shall be required to pay or withhold, the Company shall have
the full power and authority to withhold and pay such tax out of any monies or
other property in its hand for the account of the Participant whose


                                      -11-
<PAGE>   12

interests hereunder are so liable. The Company shall provide notice of any such
withholding. Prior to making any payment, the Company may require such releases
or other documents from any lawful taxing authority as it shall deem necessary.

         7.7      Each Participant shall have the right at anytime to designate,
and rescind or change any designation of, a primary and contingent beneficiary
or beneficiaries to receive benefits hereunder in the event of his death. If
there is no surviving beneficiary at the time of the Participant's death, future
payments due shall be made to the estate of the Participant. A designation or
change of beneficiary shall be made in writing on a form prescribed by the
Committee. After such notice is filed with the Committee, the designation or
change shall relate back and take effect as of the date the Participant signed
such form, but without prejudice to the Committee or the Company on account of
any payment made before receipt of such notice. Any valid designation of
beneficiary under the Prior Plan shall continue in effect under this Plan until
changed or rescinded as provided above.

         7.8      The benefits provided by this Plan shall be unfunded. All
amounts payable under this Plan to any Participant shall be paid from the
general assets of the employer which principally employs the Participant (the
"Obligated Employer"), and nothing contained in this Plan shall require the
Obligated Employer to set aside or hold in trust any amounts or assets for the
purpose of paying benefits to Participants. This Plan shall create only a
contractual obligation on the part of the Obligated Employer and Participants
shall have the status of general unsecured creditors of the Obligated Employer
under the Plan with respect to amounts of Compensation they defer hereunder or
any other obligation of the Obligated Employer to pay benefits pursuant hereto.
Any funds of the Obligated Employer available to pay benefits pursuant to the
Plan shall be subject to the claims of general creditors of the Obligated
Employer, and may be used for any purpose by the Obligated Employer.

         Notwithstanding the preceding paragraph, the Obligated Employer may at
any time transfer assets to a trust for purposes of paying all or any part of
its obligations under this Plan. However, to the extent provided in the trust
only, such transferred amounts shall remain subject to the claims of general
creditors of the Obligated Employer. To the extent that assets are held in a
trust when a Participant's benefits under the Plan become payable, the Committee
shall direct the trustee to pay such benefits to the Participant from the assets
of the trust.

         7.9      In consideration of each Participant's performance of valuable
services that inure to the financial benefit of the Company, the Company does
hereby agree to perform all of the obligations and responsibilities and pay any
benefits due and owing to a Participant under the Plan if the Obligated Employer
(as defined in Section 7.5) designated to perform such obligations and
responsibilities or pay such benefits fails or is unable to do so.


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<PAGE>   13

                                  ARTICLE VIII

                                    COMMITTEE

         8.1      The Plan shall be administered by a Committee composed of the
Compensation Committee of the Board of Directors of the Company or such other
committee as may be designated by the Board of Directors. The Committee shall be
deemed to have and to be exercising all of the powers of the Board of Directors
of the Company in the performance of any of the powers and duties delegated to
it under the Plan. No member of the Committee may participate in a decision
regarding his or her own benefits under the Plan except in general matters
dealing with the Plan as a whole. The Committee shall have the authority to
delegate its duties and responsibilities hereunder.

         8.2      The Committee may, in its absolute discretion, without notice
at any time and from time to time, modify or amend, in whole or in part, any or
all of the provisions of the Plan, or suspend or terminate it entirely; provided
that no such modification, amendment, suspension or termination may, without his
consent, apply to or affect the payment or distribution to any Participant of
any amounts credited to him hereunder prior to the effective date of such
modification, amendment, suspension or termination. Notwithstanding anything
contained in this Plan to the contrary, for a period of two (2) years following
a Change in Control this Plan shall not be terminated or amended to reduce or
eliminate any Eligible Executive's or Participant's benefits or participation
(or right to participate) provided under this Plan, including, without
limitation, the benefits provided in Articles II, III, V and IX.

         8.3      The Committee shall from time to time establish eligibility
requirements for participation in the Plan and rules for the administration of
the Plan, including such delegation of any administrative or ministerial duties
hereunder as it may deem desirable, that are not inconsistent with the
provisions of the Plan.

         8.4      The Committee shall have the exclusive discretionary authority
to construe and to interpret the Plan, to decide all questions of eligibility
for benefits and to determine the amount of such benefits, and its decisions on
such matters shall be final and conclusive on all parties. Without limiting the
generality of the foregoing, the determination of the Committee as to whether a
Participant has retired, Terminated his Service or become Totally and
Permanently Disabled and the date thereof shall be final, binding and conclusive
upon all persons.

         8.5      The Company or the Committee may consult with legal counsel,
who may be counsel for the Company or other counsel, with respect to its
obligations or duties hereunder, or with respect to any action or proceeding or
any question of law, and shall not be liable with respect to any action taken or
omitted by it in good faith pursuant to the advice of such counsel.

         8.6      Wherever the context so requires, words in the masculine
include the feminine and in the feminine include the masculine.

         8.7      This Plan shall be construed, administered and governed in all
respects under the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and, to the extent not preempted by ERISA, by the laws of the State of
Georgia.


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<PAGE>   14

                                   ARTICLE IX


                          CHANGE IN CONTROL PROVISIONS

         9.1      Cause. For purposes of this Plan, a termination for "Cause" is
a termination evidenced by a resolution adopted in good faith by two-thirds of
the Board that the Participant (i) intentionally and continually failed to
substantially perform his duties with the Company (other than a failure
resulting from the Participant's incapacity due to physical or mental illness)
which failure continued for a period of at least thirty (30) days after written
notice of demand for substantial performance has been delivered to the
Participant specifying the manner in which the Participant has failed to
substantially perform, or (ii) intentionally engaged in conduct which is
demonstrably and materially injurious to the Company, monetarily or otherwise;
provided, however that no termination of the Participant's employment shall be
for Cause as set forth in clause (ii) above until (x) there shall have been
delivered to the Participant a copy of a written notice setting forth that the
Participant was guilty of the conduct set forth in clause (ii) and "specifying
the particulars thereof in detail, and (y) the Participant shall have been
provided an opportunity to be heard by the Board (with the assistance of the
Participant's counsel if the Participant so desires). No act, nor failure to
act, on the Participant's part, shall be considered "intentional" unless he has
acted or failed to act, with an absence of good faith and without a reasonable
belief that his action or failure to act was in the best interest of the
Company. Notwithstanding anything contained in this Agreement to the contrary,
in the case of any Participant who is a party to a Severance Protection
Agreement, no failure to perform by the Participant after a Notice of
Termination (as defined in the Participant's Severance Protection Agreement) is
given by the Participant shall constitute Cause for purposes of this Plan.

         9.2      Change in Control. For purposes of this Plan, a Change in
Control shall mean any of the following events:

                  (a)      The acquisition (other than from the Company) by any
         "Person" (as the term person is used for purposes of Sections 13(d) or
         14(d) of the Securities Exchange Act of 1934, as amended (the "1934
         Act")) of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the 1934 Act) of twenty percent (20%) or more of the
         combined voting power of the Company's then outstanding voting
         securities; or

                  (b)      The individuals who, as of ______________, 2001, are
         members of the Board (the "Incumbent Board"), cease for any reason to
         constitute at least two-thirds of the Board; provided, however, that if
         the election, or nomination for election by the Company's stockholders,
         of any new director was approved by a vote of at least two-thirds of
         the Incumbent Board, such new director shall, for purposes of this
         Plan, be considered as a member of the Incumbent Board; or

                  (c)      A merger or consolidation involving the Company
         if the stockholders of the Company, immediately before such merger or
         consolidation do not, as a result of such merger or consolidation, own,
         directly or indirectly, more than seventy percent (70%) of the combined
         voting power of the then outstanding voting securities of the
         corporation resulting from such merger or consolidation in
         substantially the same proportion as their ownership of the combined
         voting power of the voting securities of


                                      -14-
<PAGE>   15

         the Company outstanding immediately before such merger or
         consolidation; or

                  (d)      A complete liquidation or dissolution of the Company
         or an agreement for the sale or other disposition of all or
         substantially all of the assets of the Company.

                  Notwithstanding the foregoing, a Change in Control shall not
         be deemed to occur pursuant to Section (a), solely because twenty
         percent (20%) or more of the combined voting power of the Company's
         then outstanding securities is acquired by (i) a trustee or other
         fiduciary holding securities under one or more employee benefit plans
         maintained by the Company or any of its subsidiaries or (ii) any
         corporation which, immediately prior to such acquisition, is owned
         directly or indirectly by the stockholders of the Company in the same
         proportion as their ownership of stock in the Company immediately prior
         to such acquisition.

         9.3      Termination of Employment. Notwithstanding anything contained
in this Plan to the contrary, if a Participant's employment is terminated by the
Company (other than for "Cause") or by the Participant for any reason within two
(2) years following a Change in Control, the Company shall, within five (5)
days, pay to the Participant a lump sum cash payment of his Primary Account and
Company Contribution Account with the interest allowance provided for in Article
IV credited thereto to the date of payment.

         9.4      Amendment or Termination. Any amendment or termination of this
Plan which a Participant reasonably demonstrates (i) was at the request of a
third party who has indicated an intention or taken steps reasonably calculated
to effect a Change in Control or (ii) otherwise arose in connection with or in
anticipation of a Change in Control, and which was not consented to in writing
by the Participant shall be null and void, and shall have no effect whatsoever
with respect to the Participant.


                                      -15-
<PAGE>   16

                                   ARTICLE X

                              TRANSFER OF ACCOUNTS

         Transfer of Accounts From Prior Plan. Pursuant to an Employee Benefits
Agreement dated as of ___________________, 2001, between the Company and NSI,
the amounts credited to the "Class Year Accounts" of certain employees and
former employees of NSI and its subsidiaries who were participants in the Prior
Plan immediately prior to the Effective Date, and who became or remained
employees of the Company or its Subsidiaries as of the Effective Date or who
were formerly employed by the businesses transferred to the Company by NSI shall
be transferred to the Plan effective as of the Effective Date, or as soon
thereafter as is practical. The amounts credited to the sub-accounts in the
Participant's Class Year Accounts in the Prior Plan shall be credited to the
like sub-accounts in his Class Year Accounts under this Plan and shall
thereafter be held and distributed in accordance with the rules of this Plan
applicable to the Class Year Accounts. As provided for herein, the elections
made under the Prior Plan prior to the Effective Date shall be carried over and
apply for purposes of the Plan after the Effective Date (subject to any change
of election rights under the Plan).


                                      -16-
<PAGE>   17

                                   APPENDIX A

                               ADOPTING EMPLOYERS

         The Zep Group, Inc.
         L & C Lighting Group, Inc.


























































                                      -17-
<PAGE>   18



                               L & C SPINCO, INC.
                    APPLICATION FOR DEFERRAL OF COMPENSATION

         I hereby elect to defer the following amount of any performance or
discretionary bonus which is earned by me for the Company's Fiscal Year
commencing on September 1 next following the date signed below. If the amount
specified below is greater than the maximum amount deferrable under the Plan,
the amount deferred will be reduced as required by the L & C Spinco, Inc.
Executives' Deferred Compensation Plan.

        (Please check)

         [ ]      $_______________

         [ ]      ______% of bonus

         [ ]      All amounts over $_________

         [ ]      Other________________________________________________________

                  _____________________________________________________________

         I have received a copy of the Plan and understand all of the provisions
in it.

                             BENEFICIARY DESIGNATION

         In the event of my death before my entire interest in the Plan has been
distributed, any unpaid balances in my Account should be paid to:

Primary
       ----------------------------          -----------------------------------
Beneficiary(ies) Name                                     Relationship

         In the event my Primary Beneficiary predeceases me, my Account balance
should be paid to:

Contingent
       ----------------------------          -----------------------------------
Beneficiary(ies) Name                                     Relationship

       ----------------------------          -----------------------------------
                    Name                                  Relationship


Date:                                        Signature:
      ------------------------------                   -------------------------

                                                       -------------------------
                                                                Print Name


                                      -18-
<PAGE>   19





                               L & C SPINCO, INC.
                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS
                                -----------------


<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>                                                                     <C>
PURPOSE...................................................................2

ARTICLE I
         Definitions......................................................3

ARTICLE II
         Amounts Deferred.................................................6

ARTICLE III
         Company Contribution.............................................7

ARTICLE IV
         Interest Allowance...............................................8

ARTICLE V
         Vesting..........................................................9

ARTICLE VI
         Distribution....................................................10

ARTICLE VII
         Miscellaneous...................................................11

ARTICLE VIII
         Committee.......................................................13

ARTICLE IX
         Change in Control Provisions....................................14

ARTICLE X
         Transfer of Accounts............................................16

Appendix A Adopting Employers............................................17

APPLICATION FOR DEFERRAL OF COMPENSATION.................................18
</TABLE>

                                        i