ARAMARK Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The Amended Agreements provide that:
• In the case of Mr. Zillmer , in addition to the two years of base salary
continuation and healthcare continuation amounts that Mr. Zillmer would,
as originally provided under his Noncompete Agreement, be entitled to
receive upon a termination of employment (a) by Aramark without "cause"
(as originally defined in his Noncompete Agreement) or (b) by Mr. Zillmer
for "good reason" (as originally defined in his Noncompete Agreement),
other than within the two-year period following a "change of control" (as
originally defined in his Noncompete Agreement), Mr. Zillmer will be
entitled to receive: (1) a prorated annual bonus payment for the year of
termination based on actual performance under Aramark's applicable annual
bonus plan in respect of the fiscal year in which termination of
employment occurs (or, if greater, the actual bonus payable under such
plan), payable at the same time annual bonuses would have otherwise been
paid had such termination of employment not occurred (the "Prorated
Bonus"); and (2) a payment equal to two times Mr. Zillmer's target annual
bonus under Aramark's applicable annual bonus plan, payable in equal
installments during the applicable severance pay period. Mr. Zillmer's
Amended Agreement also continues to provide Mr. Zillmer with the same
payments and benefits (a lump sum payment equal to two and one-half years
of base salary, a lump sum payment equal to two and one-half times
Mr. Zillmer's target bonus, a prorated target bonus for the year of
termination, and benefits continuation for thirty months) as the original
Noncompete Agreement had provided upon a termination of employment by
Aramark without "cause" or by him for "good reason" (as originally defined
in his Noncompete Agreement) within the two-year period following a
"change of control".
• In the case of Mmes. McKee and Harrington, in addition to the eighteen
months of base salary continuation and healthcare continuation benefits
that both Mmes. McKee and Harrington would, as originally provided under
the Noncompete Agreements, be entitled to receive upon a termination of
employment by Aramark without "cause" (as originally defined in the
Noncompete Agreements) other than within the two-year period following a
"change of control", Mmes. McKee and Harrington will be entitled to
receive: (a) a Prorated Bonus; (b) a payment equal to one and one-half
times the executive's target annual bonus under Aramark's applicable
annual bonus plan, payable in equal installments during the applicable
severance pay period; and (c) reimbursement for professional outplacement
services incurred during the applicable severance pay period, in an amount
not to exceed 10% of the executive's base salary at the time of
termination of employment. The Amended Agreements also continue to provide
Mmes. McKee and Harrington the same payments and benefits (two years of
base salary continuation, an amount equal to two times the executive's
target bonus, paid in installments over two years, a prorated target bonus
for the year of termination, and benefits continuation for two years) as
the original Noncompete Agreements had provided upon a termination of
employment by Aramark without "cause" or by the executives for "good
reason" (as originally defined in the Noncompete Agreements) within the
two-year period following a "change of control". In exchange for the
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cash severance payments described above, Ms. McKee has agreed to forego
the following legacy entitlements under her Noncompete Agreement: (1) the
additional lump sum severance payment equal to 18 months of base salary if
she terminated without "cause" or for "good reason" within the two-year
period following a change in control and (2) her "golden parachute" excise
tax gross-up protection.
• In the case of Mr. Ondrof , under his Amended Agreement, in addition to the
eighteen months of base salary continuation and healthcare continuation
benefits that he would, as originally provided under his Noncompete
Agreement, be entitled to receive upon a termination of employment by
Aramark without "cause" (and, solely for healthcare continuation benefits,
also upon his resignation following the first anniversary of his date of
hire) other than within the two-year period following a "change of
control", he would be entitled to the same payments and benefits as Mmes.
McKee and Harrington are provided in their Amended Agreements, including
those payments and benefits upon a termination of employment by Aramark
without "cause" (as originally defined in the Noncompete Agreements) or by
the executives for "good reason" (as originally defined in the Noncompete
Agreements) within the two-year period following a "change of control".
• In the case of Mr. Bethel , under his Amended Agreement, upon a termination
of employment by Aramark without "cause" (as originally defined in the
Noncompete Agreements) other than within the two-year period following a
"change of control", he would be entitled to the same payments and
benefits as Mmes. McKee and Harrington and Mr. Ondrof (except for
Mr. Ondrof's healthcare continuation benefit described above) are provided
in their Amended Agreements, in addition to those payments and benefits
upon a termination of employment by Aramark without "cause" (as originally
defined in the Noncompete Agreements) or by the executives for "good
reason" (as originally defined in the Noncompete Agreements) within the
two-year period following a "change of control".
• For Mr. Zillmer , in the event he provides at least 6 months' notice that
he intends to retire from Aramark on or after October 7, 2024 , and
Mr. Zillmer's employment is terminated by the Company without "cause" or
by Mr. Zillmer for "good reason" during this notice period, he would be
entitled to continued payment of base salary, benefits, and a prorated
bonus (as described above) calculated based on employment through the last
day of the applicable notice period, as well as continued vesting of
outstanding Company equity-based awards during the applicable notice
period, but would not be entitled to any other severance payments or
benefits. In addition, in connection with Mr. Zillmer's Amended Agreement,
Mr. Zillmer's outstanding Company stock option, restricted stock and
performance stock unit award agreements have each been amended and
restated (collectively, the "Amended Equity Agreements") to provide that
(a) if he retires with 6 months' notice on or after October 7, 2024 , any
of his then outstanding equity awards will continue to vest over the
applicable remaining vesting periods of any such awards (with stock
options to remain exercisable until their applicable expiration date), and
(b) if he dies at any time while employed with us, all then outstanding
options and restricted stock units will immediately vest (with stock
options to remain exercisable until the first anniversary of death), and
any then outstanding performance stock units will remain outstanding and
eligible to vest during the regularly scheduled performance period,
subject in the case of performance-based awards to actual achievement of
the relevant performance goals.
• For each of Messrs. Ondrof and Bethel and Mmes. McKee and Harrington, in
the event the executive provides at least 12 months' notice that he or she
intends to retire from Aramark at or after the date the executive attains
age 62 with five years of employment with Aramark and the
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executive's employment is terminated by the Company without "cause" during
this notice period and other than within two years following a "change of
control", the executive would be entitled to continued payment of base
salary, benefits, and a prorated bonus (as described above) calculated
based on employment through the last day of the applicable notice period,
as well as continued vesting of outstanding Company equity-based awards
during the applicable notice period, but would not be entitled to any
other severance payments or benefits.
• All payments and benefits remain subject to the executive executing a
release of claims against Aramark and complying with certain
post-termination restrictive covenants.
As of
Except as described above, the Amended Agreements and Amended Equity Agreements
have the same material terms and conditions as were in effect prior to the date
of the Amended Agreements and Amended Equity Agreements, which terms and
conditions are summarized in
The foregoing summary description of the Amended Agreements and Amended Equity Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreements, which are attached as Exhibits 10.1 through 10.5, and of the Amended Equity Agreements, which are attached as Exhibits 10.6 through 10.8, and which are each incorporated into this Item 5.02 by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following Exhibits are filed as part of this report:
Exhibit
No. Description
10.1 Amended and Restated Agreement Relating to Employment and
Post-Employment Competition dated July 16, 2020 between Aramark and
John J. Zillmer .
10.2 Amended and Restated Agreement Relating to Employment and
Post-Employment Competition dated July 16, 2020 between Aramark and
Thomas Ondrof .
10.3 Amended and Restated Agreement Relating to Employment and
Post-Employment Competition dated July 16, 2020 between Aramark and
Lynn B. McKee .
10.4 Amended and Restated Agreement Relating to Employment and
Post-Employment Competition dated July 16, 2020 between Aramark and
Keith Bethel .
10.5 Amended and Restated Agreement Relating to Employment and
Post-Employment Competition dated July 16, 2020 between Aramark and
Lauren A. Harrington .
10.6 Amended and Restated Form of Non-Qualified Stock Option Award
dated July 16, 2020 between Aramark and John J. Zillmer .
10.7 Amended and Restated Restricted Stock Unit Award (Time Vesting)
dated July 16, 2020 between Aramark and John J. Zillmer .
10.8 Amended and Restated Form of Performance Stock Unit Award dated
July 16, 2020 between Aramark and John J. Zillmer .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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