FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF [ ], 2023Separation and Distribution Agreement • September 6th, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation (“Vestis”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
VESTIS CORPORATION FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 6th, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
THIS AGREEMENT is effective the [ ] day of [ ], 2023, between Vestis Corporation, a Delaware corporation (the “Company”), and [ ], (“Indemnitee”), whose address is [ ], (the “Agreement”).
ARAMARK AGREEMENT RELATING TO EMPLOYMENT AND POST- EMPLOYMENT COMPETITIONEmployment Agreement • August 15th, 2023 • Epic NewCo, Inc. • Wholesale-miscellaneous nondurable goods • Pennsylvania
WHEREAS, Aramark is a leading provider of managed services and other services to business and industry, private and public institutions, and the general public;
AMENDMENT NO. 1 (this “Amendment”), dated as of February 22, 2024, among VESTIS CORPORATION, a Delaware corporation (the “U.S. Borrower”), CANADIAN LINEN AND UNIFORM SERVICE CORP., a corporation organized under the laws of Canada (the “Canadian...Credit Agreement • February 22nd, 2024 • Vestis Corp • Wholesale-miscellaneous nondurable goods • New York
CREDIT AGREEMENT dated as of September 29, 2023 (as supplemented by Amendment No. 1 (as defined below) and as the same may be further amended, supplemented or otherwise modified from time to time, this “Agreement”), among VESTIS CORPORATION, a Delaware corporation (the “U.S. Borrower”), CANADIAN LINEN AND UNIFORM SERVICE CORP., a corporation organized under the laws of Canada (the “Canadian Borrower” and, together with the U.S. Borrower and any Additional Foreign Borrower, the “Borrowers”), each Subsidiary of the U.S. Borrower that, from time to time, becomes a party hereto, the Lenders (as defined in Article I), the Issuing Banks named herein, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties hereunder (in such capacity, the “Collateral Agent”) (in such capacities, together with its successors and assigns in such capacities, the “Agent”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF SEPTEMBER 29, 2023Transition Services Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of September 29, 2023 (this “Agreement”), by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation and a subsidiary of Parent (“SpinCo”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2024 • Vestis Corp • Wholesale-miscellaneous nondurable goods
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made on the 19th day of June 2024 by and between Vestis Corporation, a Delaware corporation (the “Company”), and William J. Seward (“Executive”). The Company and Executive are sometimes referred to individually as a “Party” and collectively, the “Parties.”
RECEIVABLES PURCHASE AGREEMENT Dated as of August 2, 2024 by and among VS FINANCING, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, VESTIS SERVICES, LLC, as Servicer,...Receivables Purchase Agreement • August 7th, 2024 • Vestis Corp • Wholesale-miscellaneous nondurable goods • New York
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF SEPTEMBER 29, 2023Employee Matters Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods
This EMPLOYEE MATTERS AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENT DATED AS OF SEPTEMBER 29, 2023 BY AND BETWEEN ARAMARK AND VESTIS CORPORATIONTax Matters Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 29, 2023, by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation and a subsidiary of Parent (“SpinCo”).
SALE AND CONTRIBUTION AGREEMENT Dated as of August 2, 2024 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, VESTIS SERVICES, LLC as an Originator and as Servicer, and VS FINANCING, LLC, as BuyerSale and Contribution Agreement • August 7th, 2024 • Vestis Corp • Wholesale-miscellaneous nondurable goods • New York
ARAMARK SERVICES, INC. AGREEMENT RELATING TO EMPLOYMENT AND POST-EMPLOYMENT COMPETITIONEmployment Agreement • September 6th, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods
WHEREAS, Aramark is a leading provider of managed services to business and industry, private and public institutions, and the general public, in the following business groups: food and support services and uniform and career apparel;
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF SEPTEMBER 29, 2023Separation and Distribution Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation (“Vestis”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
June 18, 2024 Corvex Management LP New York, New York 10065 Attn: Keith Meister Ladies and Gentlemen:Standstill Agreement • June 20th, 2024 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
Vestis Corporation (the “Company”), on the one hand, and Keith A. Meister and Corvex Management LP (“Corvex,” and together with Mr. Meister, the “Corvex Group”), on the other hand, have mutually agreed to the terms contained in this letter (this “Letter Agreement”). For purposes of this Letter Agreement, we refer to each of the Company, Mr. Meister and Corvex as a “Party” and, collectively, as the “Parties.”
VESTIS CORPORATION FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
Effective as of the Grant Date (where the “Grant Date” shall be specified on the attached Grant Notice), the Participant has been granted a Full Value Award (the “Award”) under the Vestis Corporation 2023 Long Term Stock Incentive Plan (the “Plan”) in the form of performance stock units (“PSUs”) with respect to the target number of shares of Common Stock (“Target PSUs”) as each are set forth on the attached Grant Notice. The Award is subject to the following terms and conditions (which shall be referred to as this “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
CREDIT AGREEMENT Dated as of September 29, 2023 among THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and VESTIS CORPORATION, as the U.S. Borrower...Credit Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • New York
CREDIT AGREEMENT dated as of September 29, 2023 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among VESTIS CORPORATION, a Delaware corporation (the “U.S. Borrower”), CANADIAN LINEN AND UNIFORM SERVICE CORP., a corporation organized under the laws of Canada (the “Canadian Borrower” and, together with the U.S. Borrower and any Additional Foreign Borrower, the “Borrowers”), each Subsidiary of the U.S. Borrower that, from time to time, becomes a party hereto, the Lenders (as defined in Article I), the Issuing Banks named herein, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties hereunder (in such capacity, the “Collateral Agent”) (in such capacities, together with its successors and assigns in such capacities, the “Agent”).
004725-0021-11976-NY01.2763253.2 3 Employee agrees to enter into this Agreement with Aramark as a condition of employment pursuant to which Aramark will limit Employee’s right to compete against Aramark during and following termination of employment...Non-Compete Agreement • December 21st, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods
VESTIS CORPORATION FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT (TIME VESTING)Nonqualified Stock Option Award Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
Effective as of the Grant Date (where the “Grant Date” shall be specified on the attached Grant Notice), the Participant has been granted a Nonqualified Stock Option (the “Option”) under the Vestis Corporation 2023 Long Term Incentive Plan (the “Plan”) with respect to the number of shares of Common Stock and Exercise Price (as set forth on the attached Grant Notice, which shall be referred to as the “Award”). The Award is subject to the following terms and conditions (which shall be referred to as the “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
AMENDMENT TO ARAMARK AGREEMENT RELATING TO EMPLOYMENT AND POST-EMPLOYMENT COMPETITIONAmendment to Employment Agreement • August 15th, 2023 • Epic NewCo, Inc. • Wholesale-miscellaneous nondurable goods
This Agreement (the “Agreement”) is made effective as of January 31, 2023, between Aramark (“Aramark” or “Company”) and Angela J. Kervin (the “Employee”).
VESTIS CORPORATION FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME VESTING)Restricted Stock Unit Award Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
Effective as of the Grant Date (where the “Grant Date” shall be specified on the attached Grant Notice), the Participant has been granted a Full Value Award under the Vestis Corporation 2023 Long Term Stock Incentive Plan (the “Plan”) in the form of time-based restricted stock units (“RSUs”) with respect to the number of shares of Common Stock (as set forth on the attached Grant Notice, which shall be referred to as the “Award”). The Award is subject to the following terms and conditions (which shall be referred to as the “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
ARAMARK AGREEMENT RELATING TO EMPLOYMENT AND POST-EMPLOYMENT COMPETITIONEmployment Agreement • August 15th, 2023 • Epic NewCo, Inc. • Wholesale-miscellaneous nondurable goods
WHEREAS, Aramark is a leading provider of managed services to business and industry, private and public institutions, and the general public, in the following business groups: food and support services and uniform and career apparel;
September 19, 2021Employment Agreement • August 15th, 2023 • Epic NewCo, Inc. • Wholesale-miscellaneous nondurable goods
We are pleased to offer you employment with Aramark as our President & Chief Executive Officer of Aramark Uniform Services (the “Uniforms Business”), reporting to the Chief Executive Officer of Aramark. Enclosed is a copy of the Offer Detail Summary highlighting the compensation terms and conditions associated with the role.
VESTIS CORPORATION FORM OF DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENTDirector Deferred Stock Unit Award Agreement • October 2nd, 2023 • Vestis Corp • Wholesale-miscellaneous nondurable goods • Delaware
Effective as of Grant Date (where the “Grant Date” shall be specified on the attached Grant Notice), the Participant has been granted a Full Value Award under the Vestis Corporation 2023 Long Term Stock Incentive Plan (the “Plan”) in the form of deferred stock units (“DSUs”) with respect to the number of shares of Common Stock (as set forth on the attached Grant Notice, which shall be referred to as the “Award”). The Award is subject to the following terms and conditions (which shall be referred to as the “Award Agreement”) and the terms and conditions of the Plan as the same has been and may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
