Exhibit 10.1
FORM OF CHANGE OF CONTROL AGREEMENT
Change of Control Agreement (the "Agreement") dated as of February 24,
1999, by and between _______________________________ (the "Executive") and
G&K Services, Inc., a Minnesota corporation having a place of business at 0000
Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx, 00000 (the "Company").
W I T N E S S E T H:
WHEREAS, the Company has adopted each of the G&K Services, Inc. 1989 Stock
Option and Compensation Plan (the "1989 Plan") and the G&K Services, Inc. 1998
Stock Option and Compensation Plan (the "1998 Plan" together with the 1989 Plan,
the "Plans");
WHEREAS, Executive is eligible to receive a variety of economic incentives
under either or both of the Plans, including stock options and awards of
restricted stock (the "Incentives");
WHEREAS, each of the Plans provides that, unless the Board of Directors of
the Company and a majority of the Continuing Directors determine otherwise (such
a determination shall hereinafter be referred to as a "Non-Acceleration
Determination"), upon the occurrence of a Change of Control (i) the restrictions
on all shares of restricted stock awards granted under the Plan will lapse
immediately; (ii) all outstanding options and stock appreciation rights granted
under the Plan will become exercisable immediately; and (iii) all performance
shares granted under the Plans will be deemed to be met and payment made
immediately.
WHEREAS, the parties hereto have determined that it is in their mutual
interests for any and all Incentives now owned or hereafter acquired by
Executive under the Plans, to accelerate immediately upon the occurrence of a
Change of Control, notwithstanding any Non-Acceleration Determination;
NOW, THEREFORE, it is agreed as follows:
1. PLAN TERMS. The terms and conditions of each of the Plans are
hereby incorporated by reference as if set forth in full. With the exception
of Section 2 hereof, in the event of any conflict or inconsistency between
the provisions of this Agreement and the provisions of either of the Plans,
the provisions of the Plans shall govern and control. All capitalized terms
not defined herein shall have the meaning set forth in the Plans.
2. ACCELERATION OF INCENTIVES. Upon the occurrence of a Change of
Control, and regardless of any Non-Acceleration Determination made in
connection therewith, the following shall nonetheless occur with respect to
any and all Incentives owned by Optionee at the time of such Change of
Control:
(a) The restrictions on all shares of restricted stock awards
shall lapse immediately;
(b) All outstanding options and stock appreciation rights shall
become exercisable immediately; and
(c) All performance shares shall be deemed to be met and payment
made immediately.
3. THIRD PARTY BENEFICIARIES. Nothing contained herein is intended or
shall be construed as conferring upon or giving to any person, firm or
corporation other than the parties hereto any rights or benefits under or by
reason of this Agreement.
4. ENTIRE AGREEMENT. This Agreement embodies the entire agreement made
between the parties hereto with respect to the matters covered herein and shall
not be modified except by a writing signed by the party to be charged.
5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
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6. GOVERNING LAW. This Agreement, in its interpretation and effect,
shall be governed by the laws of the State of Minnesota applicable to contracts
executed and to be performed therein.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
EXECUTIVE G&K SERVICES, INC.
s/Executive s/Xxxxxx Xxxxxxx
----------------------- --------------------------------------
Executive Xxxxxx Xxxxxxx
President and Chief Executive Officer
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