Exhibit 10.7
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment"), made and entered
into this _____, day of ________, 2001, among ARAMARK CORPORATION, a Delaware
corporation ("ARAMARK"), ARAMARK WORLDWIDE CORPORATION, a Delaware corporation
(the "Company"), and Xxxxxx Xxxxxxxx ("Xx. Xxxxxxxx").
WITNESSETH
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A. Pursuant to Section 7(b) of the Agreement, made and entered into on
___________ (the "Agreement"), between ARAMARK and Xx. Xxxxxxxx, ARAMARK agreed
to apply to Xx. Xxxxxxxx'x ISPO's, stock options and shares of common stock, the
terms of the ARAMARK Ownership Program as currently in effect (including the
Amended and Restated Stockholders' Agreement of ARAMARK, dated as of December
14, 1994, and applicable plans and policies) with only such changes, amendments
and modifications as shall not be, individually or in the aggregate, adverse to
Xx. Xxxxxxxx and to waive any such changes, amendments and modifications that
are so adverse.
B. ARAMARK and the Company entered into a Merger Agreement providing for,
among things, the merger of ARAMARK into the Company and exchange each share of
ARAMARK's currently outstanding common stock for shares of common stock of the
Company (the "Merger").
C. As a result of the Merger, the Company will assume all of the
obligations of ARAMARK including the Agreement.
D. Immediately following the effectiveness of the Merger, the closing of
an initial public offering of Class B common stock, par value $0.01 per share,
of the Company, will take place (the "IPO").
E. In order to facilitate the IPO, ARAMARK and the Company have requested
that Xx. Xxxxxxxx agree to enter into the Amendment.
F. In order to induce Xx. Xxxxxxxx to enter into the Amendment, the
Company has agreed in enter into a registration rights agreement, effective upon
consummation of the Merger, to grant Xx. Xxxxxxxx and certain related parties
registration rights as provided therein with respect to the shares of common
stock of the Company held by Xx. Xxxxxxxx and such parties after the
consummation of the Merger on the terms and subject to the conditions as set
forth in the registration rights agreement.
G. Capitalized terms used in this Amendment have the meanings given to
them in the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendment: (a) All references in the Agreement to ARARMARK shall be
deemed to be references to the Company.
(b) Section 7(b) of the Agreement is hereby deleted in its
entirety.
2. Except as provided in paragraph 1, the Agreement shall continue in
full force and effect.
3. This Amendment shall become effective upon consummation of the Merger.
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IN WITNESS WHEREOF, the parties have each executed this Amendment as of the
date first written.
XXXXXX XXXXXXXX
______________________________________
ARAMARK CORPORATION
By:___________________________________
Name:
Title:
ARAMARK WORLDWIDE CORPORATION
By:___________________________________
Name:
Title:
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