Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D4cLSdumP1fLKf6uVtNDtBAPJoc26y7LQa5bpyBXgX6+F8loxyfIj0x1v7jfa+fW d4tOW2LIxDDmgeVSesozPQ== 0001193125-04-187716.txt : 20041105 0001193125-04-187716.hdr.sgml : 20041105 20041105143749 ACCESSION NUMBER: 0001193125-04-187716 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041105 DATE AS OF CHANGE: 20041105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARAMARK CORP/DE CENTRAL INDEX KEY: 0001144528 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 233086414 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16807 FILM NUMBER: 041122348 BUSINESS ADDRESS: STREET 1: ARAMARK TOWER STREET 2: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK WORLDWIDE CORP DATE OF NAME CHANGE: 20010711 8-K 1 d8k.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 1, 2004

ARAMARK CORPORATION

(Exact name of registrant as specified in charter)

Delaware

001-16807

23-3086414

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1101 Market Street

Philadelphia, Pennsylvania

19107

(Address of Principal Executive Offices)

Zip Code

Registrant’s telephone, including area code: 215-238-3000

N/A

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

ARAMARK Corporation (the “Company”) grants various awards to its directors and affiliates under the ARAMARK Corporation 2001 Equity Incentive Plan. Forms of grant certificates and award agreements are attached hereto as exhibits and are hereby incorporated by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits


10.1		ARAMARK 2001 Equity Incentive Plan form of Non-Qualified Stock Option Award Certificate of Grant for Non-Employee Directors.

10.2		ARAMARK 2001 Equity Incentive Plan form of Non-Qualified Stock Option Award Certificate of Grant for Affiliates.

10.3		ARAMARK 2001 Equity Incentive Plan form of Restricted Stock Unit Agreement for Affiliates.

10.4		ARAMARK 2001 Equity Incentive Plan form of Restricted Stock Unit Agreement for Affiliates under the Management Stock Purchase Program.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ARAMARK CORPORATION

Date: November 5, 2004	By:	/s/ L. FREDERICK SUTHERLAND
	Name:	L. Frederick Sutherland
	Title:	Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
10.1		ARAMARK 2001 Equity Incentive Plan form of Non-Qualified Stock Option Award Certificate of Grant for Non-Employee Directors.

10.2		ARAMARK 2001 Equity Incentive Plan form of Non-Qualified Stock Option Award Certificate of Grant for Affiliates.

10.3		ARAMARK 2001 Equity Incentive Plan form of Restricted Stock Unit Agreement for Affiliates.

10.4		ARAMARK 2001 Equity Incentive Plan form of Restricted Stock Unit Agreement for Affiliates under the Management Stock Purchase Program.

EX-10.1 2 dex101.htm NON-QUALIFIED STOCK OPTION AWARD CERTIFICATE OF GRANT FOR NON-EMPLOYEE DIRECTORS Non-Qualified Stock Option Award Certificate of Grant for Non-Employee Directors

Exhibit 10.1

LOGO

ARAMARK 2001 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD

CERTIFICATE OF GRANT

This certifies that the Participant:

[NAME OF NON-EMPLOYEE DIRECTOR]

[ADDRESS]

Is entitled to exercise the non-qualified stock option described in this Certificate of Grant to buy shares of

ARAMARK Common Stock in accordance with the Vesting Schedule indicated below:

Vesting Schedule


Vesting Date		Exercisable Shares


Class of Common Stock:		Number of Shares:

Option Price Per Share: U.S.$		Participant Account #

Date of Grant:		Expiration Date of Grant:

This Option Award is subject to the terms of the ARAMARK 2001 Equity Incentive Plan (copy of Plan is available upon request) and the related Rules and Procedures (attached hereto as Exhibit A).

with reload option

without reload option

Exhibit A

ARAMARK 2001 EQUITY INCENTIVE PLAN

RULES AND PROCEDURES

Non-Employee Directors

These Rules and Procedures form a part of the Non-Qualified Stock Option Award to which this Exhibit A is attached.

1. Grant of the Option. The Company hereby grants to the Participant, a non-employee director of the Company (“Director”), the right and Option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of the number and class of Shares set forth on the attached Non-Qualified Stock Option Award Certificate of Grant (the “Certificate of Grant”). This grant is made pursuant to the terms of the ARAMARK 2001 Equity Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of the Certificate of Grant and these Rules and Procedures (together, the “Award”). The purchase price of the Shares subject to the Option (the “Option Price”) is set forth on the attached Certificate of Grant. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2. Vesting. The Option shall be immediately vested and exercisable with respect to 100% of the Shares subject to the Option on the Date of Grant. The Option shall remain exercisable for the period set forth in Section 3(a) of this Award.

3. Exercise of Option.

(a) Period of Exercise. Subject to the provisions of the Plan and this Award, the Participant may exercise all or any part of the Option at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”). Notwithstanding the foregoing, if the Participant’s service as a Director terminates prior to the Expiration Date, the Option shall remain exercisable, but only for the period set forth below, and thereafter automatically shall terminate and be canceled by the Company without consideration, and be of no further force or effect, and the Participant shall have no claim for loss thereof:

(i) Death or Disability. If the Participant’s service as a Director terminates as a result of death or Disability, the Participant may exercise all or any part of the Option for a period ending on the earlier of (A) one year following such termination or (B) the Expiration Date;

(ii) Retirement. If the Participant’s service as a Director terminates as a result of Retirement, the Participant may exercise all or any part of the Option for a period ending on the earlier of (A) ten years following such termination date or (B) the Expiration Date;

(iii) Termination for Cause. If the Participant’s service as a Director is terminated for Cause, the Option shall terminate in full and cease to be exercisable on the date of termination; and

(iv) Termination for Any Other Reason. If the Participant’s service as a Director terminates for any reason other than death, Disability, Retirement or Cause, the Participant may exercise all or any part of the Option for a period ending on the earlier of (A) 90 days following such termination or (B) the Expiration Date.

(b) For purposes of this Award:

(i) “Cause” shall mean the Participant’s (A) conviction of a felony or misdemeanor involving moral turpitude, or (B) gross negligence or willful misconduct that results in demonstrable harm to the business, reputation or financial condition of the Company. The determination of the existence of Cause shall be made in good faith by the Board of Directors of the Company, which determination shall be conclusive for purposes of this Award.

(ii) “Disability” shall mean the inability of the Participant to perform in all material respects the Participant’s duties and responsibilities as a Director for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity. The determination of the existence of Disability shall be made by the Board of Directors of the Company, which determination shall be conclusive for purposes of this Award.

(iii) “Retirement” shall mean the Participant’s retirement from service as a member of the Board of Directors pursuant to the retirement policy for Directors in effect from time to time. Any required interpretation of such retirement policy shall be made by the Board of Directors of the Company, which determination shall be conclusive for purposes of this Award.

(i) Subject to Section 3(a) of this Award, the Option may be exercised by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made (A) in cash or its equivalent (e.g., by check), (B) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased, provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles), or (C) partly in cash and partly in such Shares, provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles) or (D) to the extent permitted by applicable law and the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. To the extent permitted by the Committee, the Option may be exercised by the Participant in joint-tenancy with the Participant’s spouse.

(ii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue or transfer the relevant number of Shares to the Participant. If the Company issues certificates in the Participant’s name for such Shares, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

(iii) In the event of the Participant’s death, the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a) of this Award. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

4. Adjustments Upon Certain Events.

(a) In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares subject to this Award to reflect such Adjustment Event.

(b) Upon a Participant’s termination of service as a Director for any reason the portion of the Award that is outstanding on the date of termination automatically shall be adjusted and converted to an Award with respect to class B common stock of the Company, as the case may be; provided that such adjustment and conversion shall not affect the vested status of the Award. For avoidance of doubt, in all cases, the class A and class B common stock referred to in this Section 4(b) shall be subject to the adjustment provisions set forth in Sections 9(a) and 9(b) of the Plan.

5. No Right to Continued Service as Director. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained as a Director of, an employee of, or in any consulting relationship to, the Company or any Affiliate. Further, the Participant’s service as a Director may at any time be terminated free from any liability or any claim under the Plan or this Award or any damages in connection therewith, except as otherwise expressly provided herein.

6. Restrictions. The Shares purchased by exercise of the Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

7. Transferability. Except as otherwise permitted by the Committee, the Option is exercisable only by the Participant during the Participant’s lifetime and may not be

assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

8. Notices. Any notice necessary under this Agreement shall be addressed to the Company at:

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, PA 19107

Attn: Director of Shareholder Services

(or, if different, the then current principal business address of the duly appointed Director of Shareholder Services of the Company) and to the Participant at the address appearing in the records of the Company for the Participant. Any such notice shall be deemed effective upon receipt thereof by the addressee.

9. Choice of Law. The interpretation, performance and enforcement of this Award shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law.

10. Option Subject to Plan. The Option is subject to the Plan. A copy of the Plan was provided to the Participant with the Award. The Participant may request a copy from the Company at the address provided in Section 8 above. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, including any amendments thereto, the applicable terms and provisions of the Plan will govern and prevail. Each Optionee, by accepting an Option under the Plan, shall be deemed to have consented to be bound, on the Optionee’s own behalf and on behalf of the Optionee’s heirs, assigns and legal representatives, by all terms and conditions of the Plan, the Certificate of Grant and the Rules and Procedures.

11. Severability. In the event one or more of the provisions of this Award shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Award shall not be affected thereby.

EX-10.2 3 dex102.htm NON-QUALIFIED STOCK OPTION AWARD CERTIFICATE OF GRANT FOR AFFILIATES Non-Qualified Stock Option Award Certificate of Grant for Affiliates

Exhibit 10.2

LOGO

ARAMARK 2001 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD

CERTIFICATE OF GRANT

This certifies that the Participant:

[NAME OF AFFILIATE]

[ADDRESS]

Is entitled to exercise the non-qualified stock option described in this Certificate of Grant to buy shares of

ARAMARK Common Stock in accordance with the Vesting Schedule indicated below:

Vesting Schedule


Vesting Date		Exercisable Shares
[1^st Anniversary of Grant Date]		[1/4 of Shares plus rounding for odd shares]
[2^nd Anniversary of Grant Date]		[1/4 of Shares] + Any vested unexercised shares
[3^rd Anniversary of Grant Date]		[1/4 of Shares] + Any vested unexercised shares
[4^th Anniversary of Grant Date]		[1/4 of Shares] + Any vested unexercised shares


Class of Common Stock:		Number of Shares:

Option Price Per Share: U.S.$		Participant Account #

Date of Grant:		Expiration Date of Grant:

This Option Award is subject to the terms of the ARAMARK 2001 Equity Incentive Plan (copy of Plan is available upon request) and the related Rules and Procedures (attached hereto as Exhibit A).

with reload option

without reload option

Exhibit A

ARAMARK 2001 EQUITY INCENTIVE PLAN

RULES AND PROCEDURES

Affiliates

These Rules and Procedures form a part of the Non-Qualified Stock Option Award to which this Exhibit A is attached.

1. Grant of the Option. The Company hereby grants to the Participant the right and Option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of the number and class of Shares set forth on the attached Non-Qualified Stock Option Award Certificate of Grant (the “Certificate of Grant”). This grant is made pursuant to the terms of the ARAMARK 2001 Equity Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of the Certificate of Grant and these Rules and Procedures (together, the “Award”). The purchase price of the Shares subject to the Option (the “Option Price”) is set forth on the attached Certificate of Grant. The Option is intended to be a nonqualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2. Vesting.

(a) Subject to the Participant’s continued employment with the Company and its Affiliates, the Option shall vest and become exercisable in accordance with the schedule set forth on the attached Certificate of Grant.

(b) If the Participant’s employment with the Company and its Affiliates terminates for any reason, the Option, to the extent not then vested, automatically shall terminate and be canceled by the Company without consideration, and thereafter be of no further force or effect, and the Participant shall have no claim for loss thereof; provided, however, that if the Participant’s employment is terminated due to death or Disability, the Option will vest with respect to 100% of the Shares subject to the Option on the date of such termination. The vested portion of the Option shall remain exercisable for the period set forth in Section 3(a) of this Award.

3. Exercise of Option.

(a) Period of Exercise. Subject to the provisions of the Plan and this Award, the Participant may exercise all or any part of the vested portion of the Option at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”). Notwithstanding the

foregoing, if the Participant’s employment terminates prior to the Expiration Date, the Option shall remain exercisable, but only for the period set forth below, and thereafter automatically shall terminate and be canceled by the Company without consideration, and be of no further force or effect, and the Participant shall have no claim for loss thereof:

(i) Death or Disability. If the Participant’s employment with the Company and its Affiliates terminates as a result of death or Disability, the Participant may exercise all or any part of the vested portion of the Option for a period ending on the earlier of (A) one year following such termination or (B) the Expiration Date;

(ii) Retirement. If the Participant’s employment with the Company and its Affiliates terminates as a result of Retirement, the Participant may exercise all or any part of the vested portion of the Option for a period ending on the earlier of (A) one year following such termination or (B) the Expiration Date;

(iii) Termination without Cause or by Participant for Any Reason. If the Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without Cause (other than Retirement, death or Disability) or by the Participant for any reason, the Participant may exercise all or any part of the vested portion of the Option for a period ending on the earlier of (A) 90 days following such termination or (B) the Expiration Date; and

(iv) Termination for Cause. If the Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate for Cause, the vested portion of the Option shall terminate in full and cease to be exercisable.

(b) For purposes of this Award:

(i) “Cause” shall mean “cause” as defined in any employment, severance or post-employment non-competition agreement then in effect between the Participant and the Company or any Affiliate or if not defined therein, or if there shall be no such agreement, (i) the Participant’s embezzlement, misappropriation of corporate funds, or other material acts of dishonesty, (ii) the Participant’s commission or conviction of any felony (or any similar crime for purposes of laws outside the United States), or of any misdemeanor (or any similar crime for purposes of laws outside the United States) involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor, (iii) engagement in any activity that the Participant knows or should know could harm the business or reputation of the Company or an Affiliate, (iv) the Participant’s material failure to adhere to the Company’s or an Affiliate’s business conduct policy or other corporate codes, policies or procedures as in effect from time to time, (v) the Participant’s violation of any statutory, contractual, or common law duty or obligation to the Company or an Affiliate, including, without limitation, the duty of loyalty, (vi) the Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or an Affiliate, or (vii) the Participant’s willful failure to perform the Participant’s assigned duties to the

Company or an Affiliate. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Award.

(ii) “Disability” shall mean “disability” as defined (i) in any employment, severance or post-employment non-competition agreement then in effect between the Participant and the Company or any Affiliate or (ii) if not defined therein, or if there shall be no such agreement, as defined in the Company’s long-term disability plan as in effect from time to time, or (iii) if there shall be no plan, the inability of the Participant to perform in all material respects the Participant’s duties and responsibilities to the Company or any Affiliate for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity. The determination of the existence of Disability shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Award.

(iii) “Retirement” shall mean termination of employment with the Company or an Affiliate after the Participant has attained age 60; provided that, where such termination of employment is due to a voluntary resignation by the Participant, such termination occurs upon at least 90 days prior written notice to the Committee of such termination, unless such notice is waived by the Committee.

(iv) For avoidance of doubt, a termination of employment with the Company or an Affiliate shall occur on, and be effective on, the date the Participant actually ceases to be an employee of the Company or an Affiliate for any reason whatsoever (including termination of employment without Cause) without regard to notice of termination, severance or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).

(i) Subject to Section 3(a) of this Award, the vested portion of the Option may be exercised by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made (A) in cash or its equivalent (e.g., by check), (B) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased, provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles), or (C) partly in cash and partly in Shares, provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles) or (D) to the extent permitted by applicable law and the Committee, through the delivery of irrevocable instructions to a

broker to sell Shares obtained upon the exercise of the Option and deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. To the extent permitted by the Committee, the Option may be exercised by the Participant in joint-tenancy with the Participant’s spouse.

(iii) In the event of the Participant’s death, the vested portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a) of this Award. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

4. Adjustments Upon Certain Events.

(b) Upon a Participant’s termination of employment with the Company for any reason the portion of the Award that is outstanding on the date of termination whether or not vested at that time, automatically shall be adjusted and converted to an Award with respect to class B common stock of the Company, as the case may be; provided that such adjustment and conversion shall not affect the vested (or unvested) status of the Award. For avoidance of doubt, in all cases, the class A and class B common stock referred to in this Section 4(b) shall be subject to the adjustment provisions set forth in Sections 9(a) and 9(b) of the Plan.

5. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Award or any damages in connection therewith, except as otherwise expressly provided herein.

Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

7. Transferability. Except as otherwise permitted by the Committee, the Option is exercisable only by the Participant during the Participant’s lifetime and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

8. Withholding.

(a) The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any payment due or transfer made under the Option or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes in respect of the Option, its exercise, or any payment or transfer under the Option or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(b) Without limiting the generality of Section 8(a) of this Award, to the extent permitted by the Committee, the Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest and which have been owned by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles)); and to the extent permitted by law, the Participant may satisfy, in whole or in part, the foregoing withholding liability by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option a number of Shares with a Fair Market Value not in excess of the statutory minimum withholding liability.

9. Notices. Any notice necessary under this Agreement shall be addressed to the Company at:

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, PA 19107

Attn: Director of Shareholder Services

(or, if different, the then current principal business address of the duly appointed Director of Shareholder Services of the Company) and to the Participant at the address appearing in the personnel records of the Company for the Participant. Any such notice shall be deemed effective upon receipt thereof by the addressee.

10. Affirmation of Non-Competition Agreement. Each Optionee, by accepting an Option or by exercising an Option under the Plan, shall be deemed to have re-affirmed (and consented to be bound by), and this Award shall serve as consideration for, all terms and conditions of any agreement in effect between the Optionee and the Company or an Affiliate in respect of non-competition, confidentiality and/or trade secrets.

11. Choice of Law. The interpretation, performance and enforcement of this Award shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law.

12. Option Subject to Plan. The Option is subject to the Plan. A copy of the Plan was provided to the Participant with the Award. The Participant may request a copy from the Company at the address provided in Section 9 above. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, including any amendments thereto, the applicable terms and provisions of the Plan will govern and prevail. Each Optionee, by accepting an Option under the Plan, shall be deemed to have consented to be bound, on the Optionee’s own behalf and on behalf of the Optionee’s heirs, assigns and legal representatives, by all terms and conditions of the Plan, the Certificate of Grant and the Rules and Procedures.

13. Severability. In the event one or more of the provisions of this Award shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Award shall not be affected thereby.

EX-10.3 4 dex103.htm RESTRICTED STOCK UNION AGREEMENT FOR AFFILIATES. Restricted Stock Union Agreement for Affiliates.

Exhibit 10.3

ARAMARK 2001 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(AFFILIATE)

Grant of RSUs. The Company hereby grants the number of restricted stock units (“RSUs”) listed on the cover page of this Agreement to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the ARAMARK 2001 Equity Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement. Each RSU represents the unfunded, unsecured right of the Participant to receive a share of Class A or Class B common stock, par value $0.01 per share, (as specified below) of the Company (each a “Share”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2.	Payment of Shares.

(a)

The Company shall, subject to the remainder of this Agreement, transfer to the Participant a number of shares of Class A Common Stock, par value $0.01 per share, of the Company equal to the number of RSUs granted to the Participant under this Agreement at such times as are set forth on the cover page of this Agreement under “Date of Transfer” (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). For purposes of this Agreement, the Fair Market Value of any Share shall equal the Fair Market Value of a share of Class B common stock, par value $0.01 per share, of the Company.

(b)

Notwithstanding Section 2(a) of this Agreement,

(i) if the Participant’s employment with the Company and its Affiliates terminates due to death or Disability, the Company shall transfer to the Participant, as soon as practicable following such termination, a number of Shares equal to the aggregate number of outstanding RSUs granted to the Participant under this Agreement. For purposes of this Agreement, “Disability” shall mean “disability” as defined (i) in any employment, severance or post-employment non-competition agreement then in effect between the Participant and the Company or any Affiliate or (ii) if not defined therein, or if there shall be no such agreement, as defined in the Company’s long-term disability plan as in effect from time to time, or (iii) if there shall be no plan, the inability of the Participant to perform in all material respects his or her duties and responsibilities to the Company or any Affiliate for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity. The determination of the existence of Disability shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(ii) if the Participant’s employment with the Company and its Affiliates terminates due to Retirement, the Company shall transfer to the Participant, as soon as practicable following such termination, a number of Shares equal to the number of Shares that would have been transferred on the next Date of Transfer multiplied by a fraction, the numerator of which is the number of days that the Participant was employed by the Company since the prior Date of Transfer (or if a Date of Transfer has not yet occurred, the date of grant), and the denominator of which is 365. All RSUs not described on the attached shall be forfeited and immediately cancelled. For purposes of this Agreement, “Retirement” shall mean the termination of a Participant’s employment with the Company and all of its Affiliated Companies, if at the time of such termination of employment the Participant has attained age 60; provided that, where such termination of employment is due to a voluntary resignation by the Participant, such termination occurs upon at least 90 days prior written notice to the Committee of such termination, unless such notice is waived by the Committee, which waiver will not accelerate the date of transfer; and

(iii) if the Participant’s employment with the Company and its Affiliates terminates for any other reason, any outstanding RSUs (other than Deferred RSUs as described in Section 12) shall be forfeited and immediately cancelled.

In each of the foregoing instances described in this Section 2(b), upon the transfer of Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional share on or about the transfer date.

(c)

In the event of a Change in Control, Shares equal to all outstanding RSUs hereunder shall be distributed to the Participant prior to the Change in Control; provided that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on such date. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events:

(i) any Person (other than (A) a Person holding securities representing 10% or more of the combined voting power of the Company’s outstanding securities as of the date that the Company completed its initial public offering of its class B common stock (a “Pre-Existing Shareholder”) or a transferee of a Pre-Existing Shareholder receiving securities of the Company by reason of death of the Pre-Existing Shareholder pursuant to the terms of a will or trust or through intestacy, (B) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (C) any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Shares of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company, representing (I) 20% or more of the combined voting power of the Company’s then-outstanding securities and (II) more of the combined voting power of the Company’s then-outstanding securities than the Pre-Existing Shareholders in the aggregate.

(ii) during any period of twenty-four consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director nominated by any Person (other than the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control under (i), (iii) or (iv) of this Section 2(c)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii) the consummation of any transaction or series of transactions resulting in a merger or consolidation in which the Company is involved, other than a merger or consolidation which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(iv) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(v) any other transaction so denominated by the Board.

(d)

Upon each transfer of Shares in accordance with Sections 2(a), 2(b) or 2(c) of this Agreement, RSUs with respect to which Shares have been transferred hereunder shall be extinguished. Shares transferred in accordance with Section 2(b) shall be Class B common stock, par value $0.01 par share, of the Company. Shares transferred in accordance with Section 2(c) shall be Class A Common Stock, par value $0.01 per share, of the Company.

Dividends. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional RSUs granted pursuant to this Section 3 at the same time as Shares are transferred with respect to the RSUs to which such additional RSUs were attributable.

Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of any stock split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares (other than any dividends covered by Section 3 above) or any transaction similar to the foregoing (collectively, an “Adjustment Event”), the Committee may, in its sole discretion and without liability to any person, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

5.	Data Protection. The Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation.

No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

No Acquired Rights. In participating in the Plan, the Participant acknowledges and accepts that the Committee or the Board has the power to amend or terminate the Plan at any time and that the opportunity given to the Participant to participate in the Plan is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant further acknowledges and accepts that such Participant’s participation in the Plan is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Agreement or the Plan that may arise as a result of such termination of employment.

8.	No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

Legend on Certificates. Any Shares issued or transferred to the Participant pursuant to Section 2 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

10.

Transferability. RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 10 shall be void and unenforceable against the Company or any Affiliate.

11.

Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any issuance or transfer due under this Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any issuance or transfer under this Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. In addition, to the extent permitted by law, the Participant may satisfy, in whole or in part, his or her tax withholding liability incurred in connection with any issuance or transfer under this Agreement by having the Company withhold from the number of Shares otherwise issuable or transferable under this Agreement a number of Shares with a Fair Market Value not in excess of the employer’s statutory minimum tax withholding liability plus any fees incurred by the Participant as a result of the issuance or transfer under this Agreement (which, for the avoidance of doubt, may be rounded up to the nearest whole share). Notwithstanding the foregoing, if the Participant’s employment with the Company terminates prior to the issuance or transfer of all of the Shares under this Agreement, the payment of any applicable withholding taxes with respect to any further issuance or transfer of Shares under this Agreement or the Plan shall be made solely through the withholding of Shares equal to the statutory minimum withholding liability.

12.	[Intentionally omitted]

13.

Affirmation of Non-Competition Agreement. Each Participant, by accepting an RSU, shall be deemed to have reaffirmed (and consented to be bound by), and the RSU shall serve as consideration for, all terms and conditions of any agreement in effect between the Participant and the Company or an Affiliate in respect of non-competition, confidentiality and/or trade secrets.

14.	Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

15.

RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

16.	Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


ARAMARK CORPORATION

By:

PARTICIPANT

By:

DATA PROTECTION PROVISION

(a)

By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant’s employer.

These data will include data:

(i) already held in the Participant’s records such as the Participant’s name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;

(ii) collected upon the Participant accepting the rights granted under the Plan (if applicable); and

(iii) subsequently collected

(iv) by the Company or any of its Affiliates and/or agents in relation to the Participant’s continued participation in the Plan, for example, data about shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which the shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant).

(b)

This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.

(c)

In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area, but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:

(i) Plan administrators, transfer agents, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan;

(ii) regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law;

(iii) actual or proposed merger or acquisition partners or proposed assignees of, or those taking or proposing to take security over, the business or assets or stock of the Company or its Affiliates and their agents and contractors;

(iv) other third parties to whom the Company or its Affiliates and/or agents may need to communicate/transfer the data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and

(v) the Participant’s family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.

Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or the European Economic Area. Countries to which data are transferred include the USA and Bermuda.

All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the Plan.

The Participant has the right to be informed whether the Company or its Affiliates hold personal data about the Participant and, to the extent they do so, to have access to those personal data at no charge and require them to be corrected if they are inaccurate or to be destroyed if the Participant wishes to withdraw his or her consent. The Participant is entitled to all the other rights provided for by applicable data protection law, including those detailed in any applicable documentation or guidelines provided to the Participant by the Company or its Affiliates in the past. More detailed information is available to the Participant by contacting the appropriate local data protection officer in the country in which the Participant is based from time to time. If the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above.

(d)

The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.

EX-10.4 5 dex104.htm RESTRICTED STOCK UNIT AGREEMENT FOR AFFILIATES UNDER THE MANAGEMENT STOCK Restricted Stock Unit Agreement for Affiliates under the Management Stock

Exhibit 10.4

ARAMARK 2001 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT UNDER

THE MANAGEMENT STOCK PURCHASE PROGRAM

(AFFILIATE)

1. Grant of RSUs. The Company hereby grants the number of Bonus restricted stock units (“RSUs”) and Matching RSUs listed on the cover page to this Agreement to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the ARAMARK 2001 Equity Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement. Each RSU represents the unfunded, unsecured right of the Participant to receive a share of Class A or Class B common stock, par value $0.01 per share, (as specified below) of the Company (each a “Share”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2. Payment of Shares.

(a) The Company shall, subject to the remainder of this Agreement, transfer to the Participant a number of shares of Class A Common Stock, par value $0.01 per share, of the Company equal to the number of RSUs granted to the Participant under this Agreement at such times as are set forth on the cover page of this Agreement under “Date of Transfer” (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). For purposes of this Agreement, the Fair Market Value of any Share shall equal the Fair Market Value of a share of Class B common stock, par value $0.01 per share, of the Company.

(b) Notwithstanding Section 2(a) of this Agreement,

(ii) if the Participant’s employment with the Company and its Affiliates terminates due to Retirement, the Company shall transfer to the Participant, as soon as practicable following such termination, a number of Shares equal to (A) all outstanding Bonus RSUs; (B) all outstanding vested Matching RSUs; and (C) if less than 100% of the Matching RSUs are transferred to the Participant pursuant to (B) above, an additional number of RSUs equal to the number of Matching RSUs that will vest on the next date of vesting multiplied by a fraction, the numerator of which is the number of days that the Participant was employed by the Company since the prior date of vesting (or if a date of vesting has not yet occurred, the date of grant), and the denominator of which is 365. All Matching RSUs not described in (B) or (C) above shall be forfeited and immediately cancelled. For purposes of this Agreement, “Retirement” shall mean the termination of a Participant’s employment with the Company and all of its Affiliated Companies, if at the time of such termination of employment the Participant has attained age 60; provided that, where such termination of employment is due to a voluntary resignation by the Participant, such termination occurs upon at least 90 days prior written notice to the Committee of such termination, which waiver will not accelerate the date of transfer;

(iii) if the Participant’s employment with the Company and its Affiliates terminates for any other reason, the Company shall transfer to the Participant, as soon as practicable following such termination; a number of Shares equal to (A) all outstanding Bonus RSUs; and (B) all outstanding vested Matching RSUs. All Matching RSUs not described in (B) above shall be forfeited.

(c) In the event of a Change in Control, Shares equal to all outstanding RSUs hereunder shall be distributed to the Participant prior to the Change in Control; provided that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on such date. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events:

(i) any Person (other than (A) a Person holding securities representing 10% or more of the combined voting power of the Company’s outstanding securities as of the date that the Company completed its initial public offering of its class B common stock (a “Pre-Existing Shareholder”) or a transferee of a Pre-Existing Shareholder receiving securities of the Company by reason of death of the Pre-Existing Shareholder pursuant to the terms of a will or trust or through intestacy, (B) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (C) any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company, representing (I) 20% or more of the combined voting power of the Company’s then-outstanding securities and (II) more of the combined voting power of the Company’s then-outstanding securities than the Pre-Existing Shareholders in the aggregate.

(ii) during any period of twenty-four consecutive months individuals who at the beginning of such period constitute the Board, and any new director (other than a director nominated by any Person (other than the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control under (i), (iii) or (iv) of this Section 2(c)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iv) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(v) any other transaction so denominated by the Board.

(d) Upon each transfer of Shares in accordance with Sections 2(a), 2(b) or 2(c) of this Agreement, RSUs with respect to which Shares have been transferred hereunder shall be extinguished. Shares transferred in accordance with Section 2(b) shall be Class B common stock, par value $0.01 par share, of the Company. Shares transferred in accordance with Section 2(c) shall be Class A Common Stock, par value $0.01 per share, of the Company.

(e) Notwithstanding anything to the contrary set forth in this Agreement, to the extent that Section 409A of the Internal Revenue Code (“Section 409A”) is determined by the Company to be applicable to distributions under this Section, distributions in accordance with this Section 2 shall be made in accordance with Section 409A.

3. Dividends. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied

by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. All additional RSUs granted pursuant to this Section 3 shall be treated (and shall vest) as Bonus RSUs or Matching RSUs, respectively, depending on the type of RSUs to which they were attributable and Shares shall be transferred with respect to such additional RSUs at the same time as Shares are transferred with respect to the Bonus and Matching RSUs to which such RSUs were attributable.

4. Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of any stock split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares (other than any dividends covered by Section 3 above) or any transaction similar to the foregoing (collectively, an “Adjustment Event”), the Committee may, in its sole discretion and without liability to any person, adjust any RSUs subject to this Agreement to reflect such Adjustment Event.

5. Data Protection. The Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation.

6. No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

7. No Acquired Rights. In participating in the Plan, the Participant acknowledges and accepts that the Committee or the Board has the power to amend or terminate the Plan at any time and that the opportunity given to the Participant to participate in the Plan is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant further acknowledges and accepts that such Participant’s participation in the Plan is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Agreement or the Plan that may arise as a result of such termination of employment.

8. No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

9. Legend on Certificates. Any Shares issued or transferred to the Participant pursuant to Section 2 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

10. Transferability. RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 10 shall be void and unenforceable against the Company or any Affiliate.

11. Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any issuance or transfer due under this Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any issuance or transfer under this Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. In addition, to the extent permitted by law, the Participant may satisfy, in whole or in part, his or her tax withholding liability incurred in connection with any issuance or transfer under this Agreement by having the Company withhold from the number of Shares otherwise issuable or transferable under this Agreement a number of Shares with a Fair Market Value not in excess of the employer’s statutory minimum tax withholding liability plus any fees incurred by the Participant as a result of the issuance or transfer under this Agreement (which, for the avoidance of doubt, may be rounded up to the nearest whole share). Notwithstanding the foregoing, if the Participant’s employment with the Company terminates prior to the issuance or transfer of all of the Shares under this Agreement, the payment of any applicable withholding taxes with respect to any further issuance or transfer of Shares under this Agreement or the Plan shall be made solely through the withholding of Shares equal to the statutory minimum withholding liability.

12. Subsequent Deferral. Subject to Section 2(c) of this Agreement, each Participant may elect to defer the issuance or transfer of any Shares pursuant to Section 2(a) of this Agreement for an additional period of five or six years (in whole year increments); provided that in no event can any issuance or transfer be deferred beyond the eighth anniversary of the date of grant of the underlying RSUs. Each participant may make only one deferral election with respect to each scheduled issuance or transfer of shares. A deferral election must be made by delivering a notice of such an election in the form of Exhibit B hereto, or such other form as the Company may distribute or make available to the Participant from time to time, to the Company at least one year prior to the first scheduled transfer of the Shares pursuant to Section 2(a) of this Agreement. To the extent that Section 409A is determined by the Company to be applicable to this Agreement, the provisions of this Section 12 shall be modified to be in accordance with the requirements of Section 409A. The Shares for which such issuance or transfer is so deferred shall remain RSUs for the period for which issuance or transfer is deferred (such RSUs after the applicable Date of Transfer, “Deferred RSUs”). Notwithstanding anything to the contrary in this Agreement, but subject to Section 2(c) and 2(d), if the Participant’s employment with the Company is terminated for any reason, the Company shall transfer to the Participant, as soon as practicable following such termination, a number of Shares equal to the aggregate number of Deferred RSUs held by such Participant under this Agreement, provided, that upon the issuance or transfer of such Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share.

13. Affirmation of Non-Competition Agreement. Each Participant, by accepting an RSU, shall be deemed to have reaffirmed (and consented to be bound by), and the RSU shall serve as consideration for, all terms and conditions of any agreement in effect between the Participant and the Company or an Affiliate in respect of non-competition, confidentiality and/or trade secrets.

14. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

15. RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

16. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


ARAMARK CORPORATION

By:

PARTICIPANT

By:

DATA PROTECTION PROVISION

(a)

These data will include data:

(i) already held in the Participant’s records such as the Participant’s name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;

(ii) collected upon the Participant accepting the rights granted under the Plan (if applicable); and

(iii) subsequently collected

by the Company or any of its Affiliates and/or agents in relation to the Participant’s continued participation in the Plan, for example, data about shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which the shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant).

(b)	This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.

(c)

(ii) regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law;

(v) the Participant’s family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.

All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the Plan.

(d)

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