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”).
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”).
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.
VESTIS CORPORATION FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENTForm of Performance 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”).
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.
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.
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.
