EXHIBIT 10.5
ARAMARK CORPORATION
AGREEMENT RELATING TO EMPLOYMENT AND
POST-EMPLOYMENT COMPETITION
This Agreement is between the undersigned individual ("Employee") and ARAMARK
CORPORATION ("ARAMARK").
RECITALS
A. ARAMARK is the leading provider of managed services to business and
industry, private and public institutions, and the general public, in
the following business segments: food, leisure and support services;
health and education services; magazine and book services; and uniform
services.
B. ARAMARK has a proprietary interest in its business and financial plans
and systems, methods of operation and other secret and confidential
information, knowledge and data ("Proprietary Information") which
includes, but is not limited to, annual and strategic business plans;
financial plans, reports and systems including, profit and loss
statements and other information regarding costs, profits, sales and
the financial condition of ARAMARK and its business units; management
development reviews, including information regarding the capabilities
and experience of ARAMARK employees; information regarding ARAMARK's
relationships with its clients, customers, and suppliers and
prospective clients, customers and suppliers; and technical data and
know-how, including policy and procedure manuals, computer programs,
recipes, accounting forms and procedures and human resource policies
and procedures, all of which information is not publicly disclosed and
is considered by ARAMARK to be confidential trade secrets.
C. Employee shall be employed in a senior management position and shall
have access to ARAMARK's Proprietary Information, directly in the
course of Employee's employment,
*This Agreement covers individuals in Band 1.
-1-
and indirectly through interaction with and presentations by other
senior managers at the Executive Leadership Institute, Executive
Leadership Council meetings, President's Council meetings, Chairman's
Council meetings and the like, and ARAMARK will encourage Employee to
develop personal relationships with ARAMARK's clients, prospective
clients and suppliers.
D. ARAMARK will be vulnerable to unfair post-employment competition by
Employee since Employee will have access to and knowledge of ARAMARK's
Proprietary Information and will have a personal relationship with
ARAMARK's clients, prospective clients and suppliers.
E. In consideration of employment, the severance and other post-employment
benefits provided for herein, Employee is willing to enter into this
Agreement with ARAMARK as a condition of employment pursuant to which
Employee will limit Employee's right to compete against ARAMARK
following termination of employment on the terms set forth in this
Agreement.
NOW, THEREFORE, intending to be legally bound, the parties
agree as follows:
ARTICLE 1. NON-DISCLOSURE AGREEMENT: ARAMARK shall, in the course of employment,
provide and confide to Employee ARAMARK's Proprietary Information developed at
great expense by ARAMARK and which Employee recognizes to be unique assets of
ARAMARK's business. Employee shall not, during or after the term of employment,
directly or indirectly, in any manner utilize or disclose to any person, firm,
corporation, association or other entity, except where required by law, any such
Proprietary Information which is not generally known to the public or recognized
as standard practice in the industries in which ARAMARK is engaged.
ARTICLE 2. NON-COMPETITION AGREEMENT:
A. Subject to Article 2 B below, Employee, for a period of two years
following the voluntary or involuntary termination of employment, shall
-2-
not, without ARAMARK's written permission, directly or indirectly,
become employed by (as an employee, consultant or otherwise), or
acquire or maintain any ownership interest in any Business which is
similar to or competitive with that conducted by or developed for later
implementation by ARAMARK at any time during the term of Employee's
employment, provided, however, if Employee's employment is
involuntarily terminated by ARAMARK for any reason other than good and
sufficient cause, the term of the non-competition provision set forth
herein, will be modified to the longer of (i) one year, (ii) the number
of months Employee receives severance payments or (iii) the number of
months Employee is entitled to receive severance payments pursuant to
Article 5 A below. For purposes of this Agreement, "Business" shall be
defined as a person, corporation, firm, partnership, joint venture or
other entity.
B. The provision set forth in Article 2 A above, shall apply to (i) all
fifty states, and (ii) each foreign country, possession or territory in
which ARAMARK may be engaged in business as of the effective date of
termination or at any time during the twelve month period prior
thereto. Further, notwithstanding anything in this Agreement to the
contrary, Article 2 A above shall not limit Employee's right to engage
in any business or activity if such business or activity is unrelated
to the type of business or activity conducted by the business segment
or segments for which Employee directly or indirectly provided services
during the twenty-four month period preceding Employee's effective date
of termination unless Employee otherwise directly or indirectly
acquired knowledge of Proprietary Information for such business segment
or segments at any time during the twenty-four month period preceding
Employee's effective date of termination. By way of example, but not
limitation, if Employee provided services to one of the business units
of ARAMARK Food and Support Services Group, Employee would be precluded
during the applicable time period from being employed by any Business
providing food, leisure and support services (irrespective of the
particular ARAMARK business unit that employed Employee) but Employee
would not be precluded from working for a competitor in the magazine
and book distribution business or uniform rental business, unless
Employee had acquired knowledge of Proprietary Information for
ARAMARK's Magazine and Book Distribution business or Uniform Rental
businesses within twenty-four months prior to termination, as a result
of task force assignments, special projects, attendance at the
Executive Leadership Institute, Executive Leadership Council meetings,
President's Council meetings, Chairman's Council meetings, and the
like.
-3-
C. Employee acknowledges that enforcement of the provisions set forth in
this Article 2 will not unduly impair Employee's ability to obtain
other employment following the termination (voluntary or involuntary)
of Employee's employment with ARAMARK. Further, Employee acknowledges
that the provisions set forth in this Article 2 shall apply if Employee
is involuntarily terminated for good and sufficient cause; as a result
of the elimination of employee's position; for performance related
issues; or for any other reason or no reason at all.
ARTICLE 3. NON-SOLICITATION OF EMPLOYEES: Employee shall not for a period of two
years following the voluntary or involuntary termination of employment, directly
or indirectly, at any time, in any manner, induce or attempt to influence any
employees of ARAMARK to terminate their employment with ARAMARK.
ARTICLE 4. REMEDIES: Employee acknowledges that in the event of any violation by
Employee of the provisions set forth in Articles 1, 2 or 3 above, ARAMARK will
sustain serious, irreparable and substantial harm to its business, the extent of
which will be difficult to determine and impossible to fully remedy by an action
at law for money damages. Accordingly, Employee agrees that, in the event of
such violation or threatened violation by Employee, ARAMARK shall be entitled to
an injunction before trial before any court of competent jurisdiction as a
matter of course upon the posting of not more than a nominal bond, in addition
to all such other legal and equitable remedies as may be available to ARAMARK.
If ARAMARK is required to enforce the provisions set forth in Articles 2 and 3
above by seeking an injunction, Employee agrees that the relevant time periods
set forth in Articles 2 and 3 shall commence with the entry of the injunction.
Employee further agrees that, in the event any of the provisions of this
Agreement are determined by a court of competent jurisdiction to be contrary to
any applicable statute, law or rule, or for any reason unenforceable as written,
such court may modify any such provisions so as to permit enforcement thereof as
modified.
-4-
ARTICLE 5. POST-EMPLOYMENT BENEFITS:
A. If Employee is terminated by ARAMARK for any reason other than good and
sufficient cause, Employee shall be entitled to the following
post-employment benefits:
1. Severance Pay: Employee shall receive severance payments
equivalent to Employee's monthly base salary as of the
effective date of termination for the number of months set
forth on the following schedule:
Years of ARAMARK Continuous Service
Completed From last Hire Date
2 3 4 5 6 7 8 9 10 or more
- - - - - - - - ----------
9 9 10 11 12 13 14 16 18
Severance payments shall commence with the Employee's
effective date of termination and shall be made in accordance
with ARAMARK's normal payroll cycle. The period during which
employee receives severance payments shall be referred to as
the "Severance Pay Period".
2. Other Post Employment Benefits:
a. Basic Group medical and life insurance coverages
shall continue under then prevailing terms during the
Severance Pay Period. Employee's share of the
premiums will be deducted from Employee's severance
payments. Basic Group medical coverage provided
during such period shall be applied against ARAMARK's
obligation to continue group medical coverage under
the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA"). Upon termination of basic group
medical and life coverages, Employee may convert such
coverages to individual policies to the extent
allowable under plan provisions.
-5-
b. Employee's leased vehicle shall be made available to
Employee through the Severance Pay Period at which
time Employee has the option to either purchase the
vehicle in accordance with the Executive Leadership
Council plan then in effect or return it to ARAMARK.
c. Employee's eligibility to receive or participate in
all other benefit and compensation plans, including,
but not limited to the Management Incentive Bonus,
Long Term Disability, Stock Unit Retirement and any
stock option or ownership plans, shall terminate as
of the effective date of Employee's termination
unless provided otherwise under the terms of a
particular plan, provided, however, participation in
plans and programs made available solely to Executive
Leadership Council members, including, but not
limited to the Executive Leadership Council Medical
Plan, shall cease as of the effective date of
termination or the date Employee's Executive
Leadership Council membership ceases, whichever
occurs first. Employee, however, shall have certain
rights to continue the Executive Leadership Council
Medical Plan under COBRA.
B. Termination for "Good and sufficient cause" shall be defined as
termination for such things as fraud, dishonesty or willful failure to
perform assigned duties, willful violation of ARAMARK's Business
Conduct Policy, or intentionally working against the best interest of
ARAMARK.
C. If Employee is terminated by ARAMARK for reasons other than good and
sufficient cause, Employee will receive the severance payments and
other post-employment benefits during the Severance Pay Period even if
Employee commences other employment during such period provided such
employment does not violate the terms of Article 2.
D. ARAMARK reserves the right to terminate all severance payments and
other post-employment benefits if Employee violates the covenants set
forth in Articles 1, 2 and 3 above.
-6-
E. ARAMARK expressly reserves the rights to revoke or amend, in whole or
in part, the severance provisions set forth in this agreement at any
time, for any reason, provided, however, in the event Employee is
terminated for reasons other than good and sufficient cause subsequent
to such revocation or amendment, Employee shall be entitled to no less
than the monthly severance payments which Employee would have received
under this Agreement had he been terminated by ARAMARK on the date
ARAMARK elected to revoke or amend the severance provisions.
ARTICLE 6. TERM OF EMPLOYMENT: Employee acknowledges that ARAMARK has the right
to terminate Employee's employment at any time for any reason whatsoever,
provided, however, that any termination by ARAMARK for reasons other than good
and sufficient cause, shall result in the severance and the post-employment
benefits described in Article 5 above, to become due in accordance with the
terms of this Agreement subject to the conditions set forth in this Agreement.
Employee further acknowledges that the severance payments made and other
benefits provided by ARAMARK are in full satisfaction of any obligations ARAMARK
may have resulting from ARAMARK's exercise of its right to terminate Employee's
employment, except for those obligations which are intended to survive
termination such as the payments to be made pursuant to retirement plans and
conversion of insurance.
ARTICLE 7. MISCELLANEOUS:
A. As used throughout this Agreement, ARAMARK includes ARAMARK CORPORATION
and its subsidiaries and affiliates or any corporation, joint venture,
or other entity in which ARAMARK CORPORATION or its subsidiaries or
affiliates has an equity interest in excess of ten percent (10%).
B. This Agreement shall supersede and substitute for any previous
post-employment or severance agreement between Employee and ARAMARK,
and is entered into in consideration of the mutual undertakings of the
parties and the cancellation of all previous agreements.
-7-
C. The terms of this Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
D. Employee and ARAMARK acknowledge that for purposes of Article 5,
Employee's last hire date with ARAMARK is December 1, 1980.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Agreement to be signed.
Date: April 17, 2000 ARAMARK CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
