8-K

UNITED STATES
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): May 7, 2009

G&K Services, Inc.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of incorporation) 0-4063
(Commission File
Number) 41-0449530
(IRS Employer
Identification No.)

5995 Opus Parkway, Minnetonka, Minnesota
(Address of principal executive offices) 55343
(Zip Code)

Registrant’s telephone number, including area code: (952) 912-5500

NOT APPLICABLE
(Former name or 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:

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 7, 2009, G&K Services, Inc. (the “Company”) amended its Executive Employment Agreements with each of Douglas A. Milroy, the Company’s new Chief Executive Officer (“CEO”), and Jeffrey L. Wright, the Company’s Executive Vice President and Chief Financial Officer.

The amendment to Mr. Milroy’s Executive Employment Agreement (i) reflects Mr. Milroy’s appointment to serve as CEO; (ii) provides for his resignation from all positions held with the Company upon termination of Mr. Milroy’s employment; and (iii) establishes a severance benefit equal to 1.99 times his annual Base Salary upon a termination by the Company without Cause or, following a Change in Control, upon a termination by Mr. Milroy for Good Reason. The foregoing summary is subject to the actual terms of the amendment, which is attached hereto as Exhibit 10.1.

On May 7, the Company’s Board of Directors (the “Board”), in connection with Mr. Milroy’s appointment to serve as CEO and upon the recommendation of the Company’s compensation committee, modified the terms of Mr. Milroy’s compensation arrangements, including (i) an increased annual Base Salary of $550,000; (ii) a new Management Incentive Plan target incentive of 75% of his annual Base Salary; (iii) an award of 20,000 restricted shares of the Company’s Class A Common Stock, par value $0.50 per share (“Common Stock”), vesting in equal installments on each of the next five anniversaries of the May 7, 2009 award date; (iv) an option to purchase up to 40,000 shares of Common Stock, vesting in equal installments on each of the next three anniversaries of the May 7, 2009 grant date; and (v) financial planning services of up to $5,000 annually. The remainder of Mr. Milroy’s existing compensation and benefits arrangements remain unchanged.

The amendment to Mr. Wright’s Executive Employment Agreement (i) reflects Mr. Wright’s appointment to serve as Executive Vice President and Chief Financial Officer; and (ii) provides for his resignation from all positions held with the Company upon termination of Mr. Wright’s employment. The foregoing summary is subject to the actual terms of the amendment, which is attached hereto as Exhibit 10.2.

Also on May 7, the Board, in connection with Mr. Wright’s appointment to serve as Executive Vice President and Chief Financial Officer and upon the recommendation of the Company’s compensation committee, approved an award to Mr. Wright of 15,000 restricted shares of Common Stock, all of which will vest on May 7, 2012. The remainder of Mr. Wright’s existing compensation and benefits arrangements remain unchanged.

Item 9.01. Financial Statements and Exhibits

          (c) Exhibits.

10.1 Amendment to Executive Employment Agreement, effective May 7, 2009, between G&K Services, Inc. and Douglas A. Milroy

10.2 Amendment to Executive Employment Agreement, effective May 7, 2009, between G&K Services, Inc. and Jeffrey L. Wright

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 thereunto duly authorized.

	G&K SERVICES, INC. (Registrant)
Date: May 12, 2009	By:	/s/ Jeffrey L. Cotter
		Name:	Jeffrey L. Cotter
		Title:	Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Executive Employment Agreement, effective May 7, 2009, between G&K Services, Inc. and Douglas A. Milroy
10.2	Amendment to Executive Employment Agreement, effective May 7, 2009, between G&K Services, Inc. and Jeffrey L. Wright

EX-10.1

Exhibit 10.1

AMENDMENT TO
G&K SERVICES EXECUTIVE EMPLOYMENT AGREEMENT

     This Amendment to G&K Services Executive Employment Agreement is entered into as of the close of business on May 7, 2009 (the “Effective Time”) and amends that Executive Employment Agreement by and between G&K Services, Inc. (“G&K Services”) and Douglas A. Milroy (“Executive”), dated as of November 16, 2007 and as amended as of April 10, 2009 (the “Employment Agreement”).

INTRODUCTION

A. Executive has been employed by G&K Services as President, Direct Purchase and Business Development, pursuant to the Employment Agreement.

B. G&K Services desires to promote Executive to the position of Chief Executive Officer, appoint Executive to the Board of Directors of G&K Services and award Executive additional compensation in connection with such promotion and appointment, subject to the additional terms and conditions set forth in this Amendment.

AMENDMENT

     NOW, THEREFORE, in consideration of the facts recited above, and the parties’ mutual undertakings, G&K Services and Executive agree to the following:

     1. As of the Effective Time, Section 2.1 of the Employment Agreement is hereby amended by deleting the second sentence of said section and inserting in lieu thereof the following:

“Executive will serve in the capacity of Employer’s Chief Executive Officer.”

     2. As of the Effective Time, Section 4.1 of the Employment Agreement is hereby amended by adding the following sentence at the end of said section:

“Immediately upon termination of Executive’s employment with Employer for any reason, Executive will submit a written resignation from all positions then held by him as a director or officer of Employer and of any subsidiary, parent or affiliated entity of Employer, such resignations to be effective as of the Date of Termination.”

     3. As of the Effective Time, Section 5.3(a) of the Employment Agreement is hereby amended by deleting the first sentence of said section and inserting in lieu thereof the following:

“Employer will pay to Executive, as separation pay, which Executive has not earned and to which Executive is not otherwise entitled, an amount equal to 1.99 times Executive’s annual Base Salary in effect as of the Date of Termination, in addition to the Base Salary due during the thirty (30) day Notice of Termination period set forth in Section 4.1.”

     4. As of the Effective Time, Section 6.2(b) of the Employment Agreement is hereby amended by deleting the first sentence of said section and inserting in lieu thereof the following:

“Except as set forth in Section 6.2(a), Employer will pay to Executive, as separation pay, which Executive has not earned and to which Executive is not otherwise entitled, an amount equal to 1.99 times Executive’s annual Base Salary in effect as of the Date of Termination, in addition to the Base Salary due during the thirty (30) day Notice of Termination period set forth in Section 4.1.”

     5. The capitalized terms used in this Amendment not defined herein shall have the meanings set forth in the Employment Agreement. Except as expressly amended and restated herein, the Employment Agreement, as hereby amended, remains in full force and effect.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the 7th day of May, 2009.

EMPLOYER	G&K SERVICES, INC .
	/s/ Jacquelyn T. Punch
	By Jacquelyn T. Punch
	SVP, HR
EXECUTIVE	/s/ Douglas A. Milroy
	Douglas A. Milroy

EX-10.2

Exhibit 10.2

AMENDMENT TO
G&K SERVICES EXECUTIVE EMPLOYMENT AGREEMENT

     This Amendment to G&K Services Executive Employment Agreement is entered into as of the close of business on May 7, 2009 (the “Effective Time”) and amends that Executive Employment Agreement by and between G&K Services, Inc. (“G&K Services”) and Jeffrey L. Wright (“Executive”), dated as of November 16, 2007 and as amended as of April 10, 2009 (the “Employment Agreement”).

INTRODUCTION

A. Executive has been employed by G&K Services as Senior Vice President and Chief Financial Officer, pursuant to the Employment Agreement.

B. G&K Services desires to promote Executive to the position of Executive Vice President and Chief Financial Officer, appoint Executive to the Board of Directors of G&K Services and award Executive additional compensation in connection with such promotion and appointment, subject to the additional terms and conditions set forth in this Amendment.

AMENDMENT

     NOW, THEREFORE, in consideration of the facts recited above, and the parties’ mutual undertakings, G&K Services and Executive agree to the following:

     1. As of the Effective Time, Section 2.1 of the Employment Agreement is hereby amended by deleting the second sentence of said section and inserting in lieu thereof the following:

     “Executive will serve in the capacity of Employer’s Executive Vice President and Chief Financial Officer, or such other comparable senior leadership positions as determined by Employer.”

     2. As of the Effective Time, Section 4.1 of the Employment Agreement is hereby amended by adding the following sentence at the end of said section:

“Immediately upon termination of Executive’s employment with Employer for any reason, Executive will submit a written resignation from all positions then held by him as a director or officer of Employer and of any subsidiary, parent or affiliated entity of Employer, such resignations to be effective as of the Date of Termination.”

     3. The capitalized terms used in this Amendment not defined herein shall have the meanings set forth in the Employment Agreement. Except as expressly amended and restated herein, the Employment Agreement, as hereby amended, remains in full force and effect.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the 7th day of May, 2009.

EMPLOYER	G&K SERVICES, INC.
	/s/ Jacquelyn T. Punch
	By Jacquelyn T. Punch
	SVP, HR
EXECUTIVE	/s/ Jeffrey L. Wright
	Jeffrey L. Wright