ARAMARK CORPORATION | ||
(Exact name of registrant as specified in charter) | ||
Delaware | 001-04762 | 95-2051630 |
(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) |
Executive Officer | 2013 Salary | ||
Joseph Neubauer | $ | 700,000 | |
Eric J. Foss | $ | 1,390,500 | |
L. Frederick Sutherland | $ | 824,000 | |
Lynn B. McKee | $ | 643,750 | |
Joseph Munnelly | $ | 368,220 |
Number | Description |
10.1 | New Schedule 1 to Form of Non Qualified Stock Option Agreement. |
10.2 | Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements. |
10.3 | Form of Installment Stock Purchase Opportunity Agreement. |
10.4 | Third Amendment dated as of November 14, 2012 to the Employment Agreement, dated as of November 2, 2004, as amended from time to time, between ARAMARK Corporation and Joseph Neubauer. |
10.5 | Amended and Restated Executive Leadership Council Management Incentive Bonus Plan. |
ARAMARK CORPORATION | ||||
Date: | November 19, 2012 | By: | /s/ L. FREDERICK SUTHERLAND | |
Name: | L. Frederick Sutherland | |||
Title: | Executive Vice President and | |||
Chief Financial Officer |
Number | Description |
10.1 | New Schedule 1 to Form of Non Qualified Stock Option Agreement. |
10.2 | Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements. |
10.3 | Form of Installment Stock Purchase Opportunity Agreement. |
10.4 | Third Amendment dated as of November 14, 2012 to the Employment Agreement, dated as of November 2, 2004, as amended from time to time, between ARAMARK Corporation and Joseph Neubauer. |
10.5 | Amended and Restated Executive Leadership Council Management Incentive Bonus Plan. |
Year | Annual EBIT Target | Cumulative EBIT Target |
2013 | $ 804.2 | $ N/A |
2014 | $ [•]* | $ [•]* |
2015 | $ [•]* | $ [•]* |
2016 (the “Final Fiscal Year”) | $ [•]* | $ [•]* |
1. | Exclude any extraordinary gains or losses, cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with GAAP. |
2. | Exclude any gain or loss greater than $2 million attributable to asset dispositions, contract terminations and similar items, provided that losses on contract terminations and asset dispositions in connection with client contract terminations shall be limited in any given Fiscal Year to $5 million. |
3. | Exclude any increase in amortization or depreciation resulting from the application of purchase accounting to the Transaction, including the current amortization of existing acquired intangibles. |
4. | Exclude any gain or loss from the early extinguishment of indebtedness including any hedging obligations or other derivative instrument. |
5. | Exclude any impairment charge or similar asset write off required by GAAP. |
6. | Exclude any non cash compensation expense resulting from the application of SFAS No. 123R or similar accounting requirements. |
7. | Exclude any expenses or charges related to any equity offering, acquisition, disposition, recapitalization, refinancing or similar transaction, including the Transaction. |
8. | Exclude any transaction, management, monitoring, consulting, advisory and related fees and expenses paid or payable to the Sponsor Stockholders. |
9. | Exclude the effects of changes in foreign currency translation rates from such rates used in the calculation of the EBIT Targets based on the 2011 Business Plan approved by the Board. |
10. | Exclude the impact that the 53rd week of operations will have on the Company’s financial results during any 53 week fiscal year referenced in this Schedule. |
1. | For acquisitions having purchase consideration of less than $20 million each, there shall be no adjustment until the aggregate consideration for all such acquisitions exceeds $20 million in any Fiscal Year and then the EBIT Targets shall be adjusted to the extent the consideration for all such acquisitions exceeds $20 million. The amount of the adjustment shall be based on the last twelve months earnings of the acquired business, provided however, that the last twelve months earnings shall be adjusted, if necessary, to reflect the sustainable underlying profitability of the acquired business. If the purchase consideration for all such acquisitions is less than $20 million in any Fiscal Year, the amount by which $20 million exceeds such aggregate consideration shall be carried forward to future Fiscal Years for purposes of making this determination under this sub paragraph a). |
2. | For acquisitions having purchase consideration of more than $20 million each, the EBIT Targets shall be adjusted based on the pro forma used to approve the acquisition. |
Year | Annual EBIT Target | Cumulative EBIT Target |
2010 | $718.1 | N/A |
2011 | $748.5* | $1,507.5* |
2012 | $834.8* | $2,366.0* |
2013 (the “Final Fiscal Year”) | $804.2* | $3,299.3 |
Year | Annual EBIT Target | Cumulative EBIT Target |
2011 | $748.5* | N/A |
2012 | $834.8* | $1,647.9* |
2013 | $804.2* | $2,581.2* |
2014 (the “Final Fiscal Year”) | $1,013.4* | $3,594.6 |
Year | Annual EBIT Target | Cumulative EBIT Target |
2011 | $748.5 | $ N/A |
2012 | $834.8 | $1,583.3 |
2013 | $804.2 | $2,387.5 |
2014 (the “Final Fiscal Year”) | $ [•]* | $ [•]* |
1. | Exclude any extraordinary gains or losses, cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with GAAP. |
2. | Exclude any gain or loss greater than $2 million attributable to asset dispositions, contract terminations and similar items, provided that losses on contract terminations and asset dispositions in connection with client contract terminations shall be limited in any given Fiscal Year to $5 million. |
3. | Exclude any increase in amortization or depreciation resulting from the application of purchase accounting to the Transaction, including the current amortization of existing acquired intangibles. |
4. | Exclude any gain or loss from the early extinguishment of indebtedness including any hedging obligations or other derivative instrument. |
5. | Exclude any impairment charge or similar asset write off required by GAAP. |
6. | Exclude any non cash compensation expense resulting from the application of SFAS No. 123R or similar accounting requirements. |
7. | Exclude any expenses or charges related to any equity offering, acquisition, disposition, recapitalization, refinancing or similar transaction, including the Transaction. |
8. | Exclude any transaction, management, monitoring, consulting, advisory and related fees and expenses paid or payable to the Sponsor Stockholders. |
9. | Exclude the effects of changes in foreign currency translation rates from such rates used in the calculation of the EBIT Targets based on the 2011 Business Plan approved by the Board. |
10. | Exclude the impact that the 53rd week of operations will have on the Company’s financial results during any 53 week fiscal year referenced in this Schedule. |
1. | For acquisitions having purchase consideration of less than $20 million each, there shall be no adjustment until the aggregate consideration for all such acquisitions exceeds $20 million in any Fiscal Year and then the EBIT Targets shall be adjusted to the extent the consideration for all such acquisitions exceeds $20 million. The amount of the adjustment shall be based on the last twelve months earnings of the acquired business, provided however, that the last twelve months earnings shall be adjusted, if necessary, to reflect the sustainable underlying profitability of the acquired business. If the purchase consideration for all such acquisitions is less than $20 million in any Fiscal Year, the amount by which $20 million exceeds such aggregate consideration shall be carried forward to future Fiscal Years for purposes of making this determination under this sub paragraph a). |
2. | For acquisitions having purchase consideration of more than $20 million each, the EBIT Targets shall be adjusted based on the pro forma used to approve the acquisition. |
Year | Annual EBIT Target | Cumulative EBIT Target |
2012 | $834.8 | $ N/A |
2013 | $804.2 | $1,639.0 |
2014 | $ [•]* | $ [•]* |
2015 (the “Final Fiscal Year”) | $ [•]* | $ [•]* |
11. | Exclude any extraordinary gains or losses, cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with GAAP. |
12. | Exclude any gain or loss greater than $2 million attributable to asset dispositions, contract terminations and similar items, provided that losses on contract terminations and asset dispositions in connection with client contract terminations shall be limited in any given Fiscal Year to $5 million. |
13. | Exclude any increase in amortization or depreciation resulting from the application of purchase accounting to the Transaction, including the current amortization of existing acquired intangibles. |
14. | Exclude any gain or loss from the early extinguishment of indebtedness including any hedging obligations or other derivative instrument. |
15. | Exclude any impairment charge or similar asset write off required by GAAP. |
16. | Exclude any non cash compensation expense resulting from the application of SFAS No. 123R or similar accounting requirements. |
17. | Exclude any expenses or charges related to any equity offering, acquisition, disposition, recapitalization, refinancing or similar transaction, including the Transaction. |
18. | Exclude any transaction, management, monitoring, consulting, advisory and related fees and expenses paid or payable to the Sponsor Stockholders. |
19. | Exclude the effects of changes in foreign currency translation rates from such rates used in the calculation of the EBIT Targets based on the 2011 Business Plan approved by the Board. |
20. | Exclude the impact that the 53rd week of operations will have on the Company’s financial results during any 53 week fiscal year referenced in this Schedule. |
3. | For acquisitions having purchase consideration of less than $20 million each, there shall be no adjustment until the aggregate consideration for all such acquisitions exceeds $20 million in any Fiscal Year and then the EBIT Targets shall be adjusted to the extent the consideration for all such acquisitions exceeds $20 million. The amount of the adjustment shall be based on the last twelve months earnings of the acquired business, provided however, that the last twelve months earnings shall be adjusted, if necessary, to reflect the sustainable underlying profitability of the acquired business. If the purchase consideration for all such acquisitions is less than $20 million in any Fiscal Year, the amount by which $20 million exceeds such aggregate consideration shall be carried forward to future Fiscal Years for purposes of making this determination under this sub paragraph a). |
4. | For acquisitions having purchase consideration of more than $20 million each, the EBIT Targets shall be adjusted based on the pro forma used to approve the acquisition. |
Installment | Number of Shares Vested | Vesting Date | Minimum Exercisable | Expiration Date |
1 | [20% of Total Shares] | [Grant Date] | 100 up to [25% rounded up] | The first anniversary of the Grant Date. |
2 | [20% of Total Shares] | December 15, ____ | 100 | [31 Days after Vesting] |
3 | [20% of Total Shares] | December 15, ____ | 100 | [31 Days after Vesting] |
4 | [20% of Total Shares] | December 15, ____ | 100 | [31 Days after Vesting] |
5 | [20% of Total Shares] | December 15, ____ | 100 | [31 Days after Vesting] |
Option Price: [ ●] | Number of Shares: [●] |
Grant Date: [●] | Participant Account Number: [●] |
Grant Number: [●] | Expiration Date: [●] |
• | The Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Shares purchased upon exercise of the Option. |
• | The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. |
• | The Participant has read and understands the restrictions and limitations set forth in the Stockholders Agreement, the Plan and this Agreement. |
• | The Participant has not relied upon any oral representation made to the Participant relating to the Option or the purchase of the Shares on exercise of the Option or upon information presented in any meeting or material relating to the Option or the Shares. |
• | The Participant understands and acknowledges that, if and when the Participant exercises the Option, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided in this Agreement or under the Stockholders Agreement or the Registration Rights Agreement (as such term is defined in the Stockholders Agreement), the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. |
ARAMARK CORPORATION | |
By: | /s/ ROBERT J. CALLANDER |
Name: | Robert J. Callander |
Title: | Chairman, Compensation and Human Resources Committee |
/s/ JOSEPH NEUBAUER | |
Joseph Neubauer |
• | Financial Objectives |
• | Attainment of revenue targets by the business to which the participant is assigned. * |
• | Attainment of EBIT targets by the business to which the participant is assigned. * |
• | Individual Objectives |
• | Individual or team objectives the plan participant is expected to attain during the fiscal year. |
Revenue | -Sales as reported internally to Corporate Accounting and used for external financial reporting. |
EBIT | -Earnings before interest expense (income) and income tax expense (benefit) and inclusive of Corporate and other overhead allocations determined pursuant to the Corporation’s accounting policies and procedures. |
1) | Earned awards are paid (minus appropriate tax withholdings) as soon as practicable after receipt of the audited year-end financial reports, but in no event more than 2.5 months after the end of the calendar year in which it was earned. Except in cases of voluntary or involuntary termination (discussed in 2 below), the following provisions apply: |
• | If the executive has worked at least 6 months, but less than 12 and is still employed at the end of the bonus (fiscal) year, the participant will receive a pro-rata share of the earned bonus award (e.g., if the executive has worked for 9 months, 75% of the calculated total bonus will be awarded). |
• | If the executive has served in two or more components or units covered by this plan, the earned award will be calculated on the portion of the year served in each component or unit. |
• | If the executive was promoted during the year and his guideline bonus amount changed, the earned award will be prorated. However, if the executive remains in the same position with essentially the same duties and responsibilities, and the participant's guideline amount changed during the fiscal year, the guideline amount at year end will be used in determining the award for the entire year. |
2) | No bonus award is payable to an executive whose employment terminates, voluntarily or involuntarily, prior to completion of the bonus (fiscal) year.* Exceptions in certain cases of involuntary termination may be granted with prior approval of the Chief Executive Officer of ARAMARK. |
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