EBIT shall mean for any Fiscal Year, net income increased by (i) net interest expense and (ii) the provision for income taxes; all determined in accordance with U.S. generally accepted accounting principles (GAAP) consistently applied on a consolidated basis. For this purpose EBIT shall:

The final EBIT calculation for any Fiscal Year will be subject to review and approval by the Committee.

The EBIT Targets shall be adjusted for acquisitions as follows:

The EBIT Targets will be adjusted for divestitures of a business by the amount of the last twelve months earnings of the divested business.

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*    The Committee shall establish these targets in accordance with Section 4(b) of the Agreement to which this Schedule 1 is attached.

EBIT shall mean for any Fiscal Year, net income increased by (i) net interest expense and (ii) the provision for income taxes; all determined in accordance with U.S. generally accepted accounting principles (GAAP) consistently applied on a consolidated basis. For this purpose EBIT shall:

a) Exclude any extraordinary gains or losses, cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with GAAP.

b) Exclude any gain or loss greater than $2 million attributable to asset dispositions, contract terminations and similar items, provided that losses on contract terminations and asset dispositions in connection with client contract terminations shall be limited in any given Fiscal Year to $5 million.

c) Exclude any increase in amortization or depreciation resulting from the application of purchase accounting to the Transaction, including the current amortization of existing acquired intangibles.

d) Exclude any gain or loss from the early extinguishment of indebtedness including any hedging obligations or other derivative instrument.

e) Exclude any impairment charge or similar asset write off required by GAAP.

f) Exclude any non cash compensation expense resulting from the application of SFAS No. 123R or similar accounting requirements.

g) Exclude any expenses or charges related to any equity offering, acquisition, disposition, recapitalization, refinancing or similar transaction, including the Transaction.

h) Exclude any transaction, management, monitoring, consulting, advisory and related fees and expenses paid or payable to the Sponsor Stockholders.

i) Exclude the effects of changes in foreign currency translation rates from such rates used in the calculation of the EBIT Targets. The 2011 EBIT Target is based on the foreign currency translation rates used in the 2011 Business Plan approved by the Board. 2012 and later EBIT Targets are based on the foreign currency translation rates used in the 2010 Business Plan approved by the Board.

j) Exclude the impact that the 53rd week of operations will have on the Company’s financial results during any 53 week Fiscal Year referenced in this Schedule.

The final EBIT calculation for any Fiscal Year will be subject to review and approval by the Committee.

The EBIT Targets shall be adjusted for acquisitions as follows:

a) For acquisitions having purchase consideration of less than $20 million each, there shall be no adjustment until the aggregate consideration for all such acquisitions exceeds $20 million in any Fiscal Year and then the EBIT Targets shall be adjusted to the extent the consideration for all such acquisitions exceeds $20 million. The amount of the adjustment shall be based on the last twelve months earnings of the acquired business, provided however, that the last twelve months earnings shall be adjusted, if necessary, to reflect the sustainable underlying profitability of the acquired business. If the purchase consideration for all such acquisitions is less than $20 million in any Fiscal Year, the amount by which $20 million exceeds such aggregate consideration shall be carried forward to future Fiscal Years for purposes of making this determination under this sub paragraph a).

b) For acquisitions having purchase consideration of more than $20 million each, the EBIT Targets shall be adjusted based on the pro forma used to approve the acquisition.

The EBIT Targets will be adjusted for divestitures of a business by the amount of the last twelve months earnings of the divested business.

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*    If in the future the Board or the Committee establishes an annual EBIT Target for a Fiscal Year set forth above for any other grant of options to purchase common stock of the Company that might be made on or after June 17, 2011 and such EBIT Target is less than the EBIT Target for such Fiscal Year set forth above, the EBIT Target for such Fiscal Year set forth on this Schedule 1 shall be deemed reduced to such lower EBIT Target. In addition, if the Board of Directors or the Committee establishes any Cumulative EBIT Target(s) for any other Option granted by the Company for any of the Fiscal Years beginning with 2012 or following, and such Cumulative EBIT Target(s) are achieved, any portion of the Performance Option that has not become vested in respect of Fiscal Year 2011 or later but prior to the Fiscal Year in which the Cumulative EBIT Target was achieved and prior to the Final Fiscal Year will become vested.

Schedule 1 (to 2011 Agreements)

EBIT shall mean for any Fiscal Year, net income increased by (i) net interest expense and (ii) the provision for income taxes; all determined in accordance with U.S. generally accepted accounting principles (GAAP) consistently applied on a consolidated basis. For this purpose EBIT shall:

a) Exclude any extraordinary gains or losses, cumulative effect of a change in accounting principle, income or loss from disposed or discontinued operations and any gains or losses on disposed or discontinued operations, all as determined in accordance with GAAP.

b) Exclude any gain or loss greater than $2 million attributable to asset dispositions, contract terminations and similar items, provided that losses on contract terminations and asset dispositions in connection with client contract terminations shall be limited in any given Fiscal Year to $5 million.

c) Exclude any increase in amortization or depreciation resulting from the application of purchase accounting to the Transaction, including the current amortization of existing acquired intangibles.

d) Exclude any gain or loss from the early extinguishment of indebtedness including any hedging obligations or other derivative instrument.

e) Exclude any impairment charge or similar asset write off required by GAAP.

f) Exclude any non cash compensation expense resulting from the application of SFAS No. 123R or similar accounting requirements.

g) Exclude any expenses or charges related to any equity offering, acquisition, disposition, recapitalization, refinancing or similar transaction, including the Transaction.

h) Exclude any transaction, management, monitoring, consulting, advisory and related fees and expenses paid or payable to the Sponsor Stockholders.

i) Exclude the effects of changes in foreign currency translation rates from such rates used in the calculation of the EBIT Targets. The 2011 EBIT Target is based on the foreign currency translation rates used in the 2011 Business Plan approved by the Board. 2012 and later EBIT Targets are based on the foreign currency translation rates used in the 2010 Business Plan approved by the Board.

j) Exclude the impact that the 53rd week of operations will have on the Company’s financial results during any 53 week Fiscal Year referenced in this Schedule.

The final EBIT calculation for any Fiscal Year will be subject to review and approval by the Committee.

The EBIT Targets shall be adjusted for acquisitions as follows:

a) For acquisitions having purchase consideration of less than $20 million each, there shall be no adjustment until the aggregate consideration for all such acquisitions exceeds $20 million in any Fiscal Year and then the EBIT Targets shall be adjusted to the extent the consideration for all such acquisitions exceeds $20 million. The amount of the adjustment shall be based on the last twelve months earnings of the acquired business, provided however, that the last twelve months earnings shall be adjusted, if necessary, to reflect the sustainable underlying profitability of the acquired business. If the purchase consideration for all such acquisitions is less than $20 million in any Fiscal Year, the amount by which $20 million exceeds such aggregate consideration shall be carried forward to future Fiscal Years for purposes of making this determination under this sub paragraph a).

b) For acquisitions having purchase consideration of more than $20 million each, the EBIT Targets shall be adjusted based on the pro forma used to approve the acquisition.

The EBIT Targets will be adjusted for divestitures of a business by the amount of the last twelve months earnings of the divested business.

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*    If in the future the Board or the Committee establishes an annual EBIT Target for a Fiscal Year set forth above for any other grant of options to purchase common stock of the Company that might be made on or after June 17, 2011 and such EBIT Target is less than the EBIT Target for such Fiscal Year set forth above, the EBIT Target for such Fiscal Year set forth on this Schedule 1 shall be deemed reduced to such lower EBIT Target. In addition, if the Board of Directors or the Committee establishes any Cumulative EBIT Target(s) for any other Option granted by the Company for any of the Fiscal Years beginning with 2012 or following, and such Cumulative EBIT Target(s) are achieved, any portion of the Performance Option that has not become vested in respect of Fiscal Year 2011 or later but prior to the Fiscal Year in which the Cumulative EBIT Target was achieved and prior to the Final Fiscal Year will become vested.

EBIT shall mean for any Fiscal Year, net income increased by (i) net interest expense and (ii) the provision for income taxes; all determined in accordance with U.S. generally accepted accounting principles (GAAP) consistently applied on a consolidated basis. For this purpose EBIT shall:

The final EBIT calculation for any Fiscal Year will be subject to review and approval by the Committee.

The EBIT Targets shall be adjusted for acquisitions as follows:

The EBIT Targets will be adjusted for divestitures of a business by the amount of the last twelve months earnings of the divested business.

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*    The Committee shall establish these targets in accordance with Section 4(b) of the Agreement to which this Schedule 1 is attached.

Schedule 1 (to 2012 Agreements)

EBIT shall mean for any Fiscal Year, net income increased by (i) net interest expense and (ii) the provision for income taxes; all determined in accordance with U.S. generally accepted accounting principles (GAAP) consistently applied on a consolidated basis. For this purpose EBIT shall:

The final EBIT calculation for any Fiscal Year will be subject to review and approval by the Committee.

The EBIT Targets shall be adjusted for acquisitions as follows:

The EBIT Targets will be adjusted for divestitures of a business by the amount of the last twelve months earnings of the divested business.

---

*    The Committee shall establish these targets in accordance with Section 4(b) of the Agreement to which this Schedule 1 is attached.

 

CERTIFICATE OF GRANT
Installment Stock Purchase Opportunity Award

This certifies that the Participant :

[Name]

has been granted the non-qualified stock options described in this Certificate of Grant to purchase shares of ARAMARK Holdings Corporation Common Stock in accordance with the Vesting Schedule indicated below :

This Option Award is subject to the terms and conditions of the attached Non-Qualified Installment Stock Purchase Opportunity Agreement (the “ Agreement ”).

FORM OF NON QUALIFIED INSTALLMENT STOCK PURCHASE OPPORTUNITY AGREEMENT (this “ Agreement ”) dated as of [ ][ ], 20[12][13] between ARAMARK HOLDINGS CORPORATION , a Delaware corporation (the “ Company ”), and the participant set forth on the Certificate of Grant and signature page to this Agreement (the “ Participant ”).

WHEREAS , the Company, acting through the Committee (as such term is defined in the Plan) or a subcommittee thereof, has agreed to grant to the Participant, as of the date of grant set forth on the Certificate of Grant to which this Agreement is attached (the “ Grant Date ”), an option under the Aramark Holdings Corporation Amended and Restated 2007 Management Stock Incentive Plan (the “ Plan ”) to purchase a number of shares of Common Stock on the terms and subject to the conditions set forth in this Agreement and the Plan; and

WHEREAS , the Participant is either already, or in connection with the execution of this Agreement is to become, a party to the Stockholders Agreement (as such term is defined in the Plan).

NOW , THEREFORE , in consideration of the promises and of the mutual agreements contained in this Agreement, the parties hereto hereby agree as follows:

Section 1. The Plan . The terms and provisions of the Plan are hereby incorporated into this Agreement as if set forth herein in their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Agreement shall control. A copy of the Plan has been provided to the Participant. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Plan or the Stockholders Agreement, as the case may be.

Section 2.      Option; Option Price . Effective on the Grant Date, on the terms and subject to the conditions of the Plan and this Agreement, the Company hereby grants to the Participant the option (the “ Option ”) to purchase the number of Shares set forth on the Certificate of Grant to which this agreement is attached, at the Option Price equal to $ [the most recent quarterly appraisal price of one share of Common Stock] . The payment of the Option Price may be made, at the election of the Participant and in accordance with Section 9 hereof. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Code.

Section 3.      Term .

(i)      The term of the Option (the “ Option Term ”) shall commence on the Grant Date and expire in accordance with Section 8 below.

Section 4.      Vesting and Exercisability .

(a)      Subject to the Participant not having a Termination of Relationship and except as otherwise set forth in Section 8 hereof, the Options shall become vested and

exercisable (any Options that shall have become vested and exercisable pursuant to this Section 4 , the “ Vested Options ,” and the date on which the Options have become vested and exercisable, the “ Vesting Date ”) according to the following provisions:

(i)      Twenty percent (20%) of the Option shall become Vested Options immediately on the Grant Date (the “ Installment 1 Option ”).

(ii)      Twenty percent (20%) of the Option shall become Vested Options on each December 15 ^th occurring after the first through fourth anniversaries of the Grant Date, subject to the Participant’s continued employment with the Company through the applicable Vesting Date (the “ Installment 2 Option ,” “ Installment 3 Option ,” “ Installment 4 Option ,” and “ Installment 5 Option ,” respectively, and collectively, the “ Option Installments ”), as set forth on the Certificate of Grant to which this Agreement is attached.

(b)      Notwithstanding Section 4(a)(i) and Section 4(a)(ii) , in the event of a Change of Control, each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a)(i) or Section 4(a)(ii) , or otherwise been terminated pursuant to Section 8 hereof, shall become a Vested Option concurrently with consummation of such event.

Section 5.      Minimum Exercise . At the time of exercise, the Participant shall exercise no less than a portion of the Vested Options equal to one-hundred (100) underlying Shares for each of the Installment 1 Option, Installment 2 Option, Installment 3 Option, Installment 4 Option and Installment 5 Option.

Section 6.      Restriction on Transfer/Stockholders Agreement .

(a)      The Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee or (ii) by will or the laws of descent and distribution. The Option shall not be subject to execution, attachment or similar process. Shares of Common Stock acquired pursuant to the exercise of Options hereunder will be subject to the Stockholders Agreement. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Agreement or the Stockholders Agreement shall be null and void and without effect.

(b)      Notwithstanding Section 6.01 of the Stockholders Agreement, Shares acquired upon the exercise of the Option and shares surrendered in payment of the Option Price for the Option pursuant to Section 9 may not be subject to a Put Purchase (as defined in the Stockholders Agreement) and may not otherwise be sold, unless such Shares have been held for at least six months (or such other period necessary in order to satisfy applicable generally accepted accounting principles) by the Participant. A Participant who holds any ISPO Option Shares (as defined in the Stockholders Agreement) which cannot be sold to the Company due to the restrictions set forth in this Section who otherwise holds Original Shares (as defined in the Stockholders Agreement) and ISPO Option Shares that are entitled to the Put Purchase Right and are not subject to such restrictions may sell all such unrestricted Original Shares and/or ISPO

Option Shares to the Company subject to all the terms and conditions of the Stockholders Agreement.

Section 7.      Participant’s Employment . Nothing in this Agreement or in the Option shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company and its Subsidiaries, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.

Section 8.      Termination of Option .

(a)      The Option shall automatically terminate and be of no further force and effect as follows:

(i)      With respect to the Installment 1 Option (and all other Option Installments), on the first anniversary of the Vesting Date, unless the Participant exercises at least twenty-five percent (25%) of the Installment 1 Option prior to such first anniversary; provided , further , that if a Termination of Relationship occurs prior to the first anniversary of the Vesting Date, the Installment 1 Option (and all other Option Installments) shall terminate, if not exercised, on the earlier of: (i) the first anniversary of the Vesting Date, (ii) the 31 ^st day following the date of termination or (iii) the date the Termination of Relationship occurs, if such Termination of Relationship is for Cause by the Company and its Subsidiaries; and

(ii)      if the Option has not otherwise terminated pursuant to clause (i) hereof, with respect to each of the Installment 2 Option, Installment 3 Option, Installment 4 Option and Installment 5 Option, on the 31 ^st day following the applicable Vesting Date; provided , that that if a Termination of Relationship occurs during any 31-day period following a Vesting Date, the Option Installment that has become vested on such Vesting Date (and any remaining Option Installment) shall terminate, if not exercised, on the earlier of (i) the 31 ^st day following such Vesting Date and (ii) the date the Termination of Relationship occurs, if such Termination of Relationship is for Cause by the Company and its Subsidiaries.

(b)      Except as otherwise provided above in Section 8(a)(i) and (ii), the unvested portions of the Option (i.e., those Option Installments that have not yet become Vested Options) shall terminate and cease to be outstanding on the date on which the Termination of Relationship occurs and shall no longer be eligible to be a Vested Option.

Section 9.      Payment of Option Price and Tax Withholding

(a)      The aggregate Option Price and any Federal, state, local and other applicable taxes (individually or collectively, a “ Tax ”) required to be withheld in connection with the exercise of any portion of the Option shall, to the extent permitted by applicable law, be paid:

(i)      in cash (by wire transfer of immediately available funds to a bank account of the Company, by delivery of a certified check payable to the Company);

(ii)      in the case of the aggregate Option Price only, by surrender of shares of Common Stock (by delivery of such shares or by attestation) previously held by the Participant prior to the exercise of the Option, having a Fair Market Value equal to the Option Price; so long as such Shares have been held by the Participant for such period, if any, as may be required from time to time by the Committee in order to satisfy applicable generally accepted accounting principles; provided , however , that the Participant may not pay by surrender of shares of Common Stock if the Option Price is greater than the Fair Market Value per Share on the date of exercise; and provided further , that as a condition to paying by surrender of shares of Common Stock hereunder, the Participant is deemed to have acknowledged and agreed to the provisions of Section 6(b) of this Agreement;

(iii)      if the Common Stock is a class of securities then listed or admitted to trading on any national securities exchange or traded on any national market system (including, but not limited to, The Nasdaq National Market), in compliance with any cashless exercise program authorized by the Board or the Committee for use in connection with the Plan at the time of such exercise (but, subject in any case, to the applicable limitations of Rule 16b-3 under the Exchange Act); or

(iv)      by any other manner authorized by the Committee (or Award Committee, as applicable); provided , however , that (unless otherwise determined by any such Committee) neither the aggregate Option Price nor any Tax may be paid pursuant to a Net Exercise arrangement.

Section 10.      Securities Law Representations . The Participant acknowledges that, unless and until the Option and the Shares are registered under the Securities Act on a Form S-8, the Option and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Participant is an “accredited investor” (as defined under the Securities Act and the rules and regulations promulgated thereunder), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Agreement, hereby agrees that the Participant shall make such representations as may be required to be made by the Participant upon any acquisition of Shares hereunder as set forth in the Stockholders Agreement, as such representations, if any, shall be required to be made at such time. The Participant further represents the following, as of the date hereof:

The Participant represents and warrants that (i) such party has full legal power, authority and right to execute and deliver, and to perform its obligations under, this Agreement, and (ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement of such party enforceable against such party in accordance with its terms.

Section 11.      Notices . All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

If to the Company, to it at:

If to the Company, to:

ARAMARK Holdings Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107-2988
Attention: Head of Human Resources

With a copy to:

ARAMARK Holdings Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107-2988
Attention: General Counsel

If to the Participant, to him at the address set forth on the signature page hereto; or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

Section 12.      Waiver of Breach . The waiver by either party of a breach of any provision of this Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

Section 13.      Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

Section 14.      Adjustment to Option; Registration of Shares . In the event of any event described in Article VII of the Plan occurring after the Grant Date, the adjustment provisions (including cash payments) as provided for under Article VII of the Plan shall apply. The Company shall, concurrently with the closing of a Public Offering, register all Shares subject to an Option by filing a Form S-8 with the U.S. Securities Exchange Commission.

Section 15.      Section 409A of the Code . If any term, distribution or settlement of this Agreement, or any other action by the Company (including by the Committee) pursuant to the terms of the Plan or this Agreement, would subject the Participant to tax under Section 409A of the Code, the Company shall indemnify and hold harmless the Participant for any taxes, interest and penalties the Participant may incur under Section 409A of the Code as a result thereof, such that on a net-after-tax basis, the Participant shall not be liable for any such taxes, interest or penalties, or for any taxes, interest or penalties imposed upon the Company’s provision of such

indemnity. The Company and the Participant shall cooperate in good faith, and consult with tax counsel to the Company, to restructure the Option and this Agreement (which may require the provision of an alternative payment or benefit, but which shall not convey an economic benefit to the Participant that is diminished in value to the Participant other than in a de minimis manner) in a manner that will cause the Participant to not be subject to such taxes, interest and penalties in respect of the Option and this Agreement (or any such restructured arrangement).

Section 16.      Modification of Rights; Entire Agreement . The Participant’s rights under this Agreement and the Plan may be modified only to the extent expressly provided under this Agreement or under Article X or Article XIV of the Plan. This Agreement and the Plan (and the other writings referred to herein, including the Stockholders Agreement or the Registration Rights Agreement) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

Section 17.      Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 18.      Waiver of Jury Trial; Legal Fees . Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder or under any other agreement regarding any option to purchase Shares that may be granted to the Participant under the Plan after the date of this Agreement. In the event of any dispute regarding any term of this Option, the Company shall promptly reimburse the Participant for all legal fees and expenses the Participant incurs in connection with such dispute if the Participant prevails in such dispute on a substantial portion of the claims under such dispute.

Section 19.      FOREFEITURE IF AGREEMENT NOT EXECUTED IN 90 DAYS . THIS AGREEMENT AND THE OPTION SHALL AUTOMATICALLY TERMINATE AND SHALL BECOME NULL AND VOID AND BE OF NO FURTHER FORCE AND EFFECT, AND THE PARTICIPANT SHALL HAVE NO FURTHER RIGHTS UNDER THIS AGREEMENT, IF THE PARTICIPANT DOES NOT RETURN AN EXECUTED COUNTERPART TO THIS AGREEMENT TO THE COMPANY WITHIN 90 DAYS OF THE GRANT DATE .

Section 20.      Counterparts . This Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts together shall constitute but one agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Nonqualified Stock Option Agreement as of the date first written above.

ARAMARK HOLDINGS CORPORATION

PARTICIPANT

 

THIRD AMENDMENT TO

EMPLOYMENT AGREEMENT

THIRD AMENDMENT , dated as of November 14, 2012, to the EMPLOYMENT AGREEMENT , dated as of the 14th Day of November, 2004, as amended (the “ Employment Agreement ”) by and between ARAMARK CORPORATION , a Delaware Corporation, and JOSEPH NEUBAUER .

RECITALS

WHEREAS, the parties entered into a letter agreement dated May 7, 2012, which provided that Mr. Neubauer ceased to be the Chief Executive Officer of ARAMARK, but remained as the Chairman of the Board and as an employee of ARAMARK.

WHEREAS, Mr. Neubauer is expected to perform services through the remainder of the Term at a level which exceeds twenty percent (20%) of the historical level of services he performed as the Chief Executive Officer and the parties do not intend to treat Mr. Neubauer as having incurred a “separation from service” under Section 409A of the Internal Revenue Code during the Term.

WHEREAS, in response to Mr. Neubauer’s change in responsibilities, the parties hereto wish to amend the Employment Agreement to effect certain changes to its terms.

NOW, THEREFORE , for good and valuable consideration, the receipt of which is acknowledged, the Employment Agreement is amended as follows:

1.     Amendment to Section 2 . Section 2 of the Employment Agreement is hereby amended to cause clause (i) thereof to read in its entirety as follows:

“(i) agrees to serve as Chairman and an employee of ARAMARK and to perform such duties in such capacity as may be delineated in the By-Laws of ARAMARK and such other reasonable duties, consistent with his position as Chairman and an employee of ARAMARK, as may be assigned to him from time to time by the Board of Directors of ARAMARK (the “ Board ”),”

2.      Amendment to Section 5 . Section 5 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“The term of the Agreement shall be for a period commencing on the Effective Date and ending on December 31, 2013, unless earlier terminated pursuant to Section 9 (the “Term”).”

3.      Amendment to Section 6(a) . Section 6(a) of the Employment Agreement is hereby amended to add the following at the end thereof:

“Effective January 1, 2013, the Base Salary shall be $700,000.”

4.      Amendment to Section 6(b) . Section 6(b) of the Employment Agreement is hereby amended to add the following at the end thereof:

“The amount of the Bonus for fiscal year 2012 (the “Bonus”) shall be no less than the Bonus for fiscal year 2009 and shall otherwise be consistent with the Bonus for fiscal year 2011 based on actual performance for 2012 as measured against the target performance for 2012 relative to the actual performance for 2011 as measured against the target performance for 2011. The Bonus for fiscal year 2013 (and any subsequent fiscal years) shall not be discretionary and shall be fixed at an amount equal to 50% of the average Bonus paid or accrued on behalf of Mr. Neubauer for the fiscal years of ARAMARK that ended in 2012, 2011 and 2010.”

5.      Amendment to Section 7(a) . Section 7(a) of the Employment Agreement is hereby amended to add the following at the end thereof:

“Notwithstanding the foregoing, and regardless of whether Mr. Neubauer remains employed by ARAMARK and regardless of the reason for Mr. Neubauer’s termination of employment, (i) all time

vested options and ISPOs held by Mr. Neubauer shall continue to vest based on the existing vesting schedule, without regard to any requirement of continued employment, (ii) all performance vested options and ISPOs held by Mr. Neubauer shall continue to be eligible to vest based on the existing vesting schedule based on the achievement of the applicable performance metrics, without regard to any requirement of continued employment, and (iii) all such time and performance vested options and ISPOs that have vested (or that vest in the future) shall remain exercisable for their full term.”

6.      Amendment to Section 9(a)(iii) . Section 9(a)(iii) of the Employment Agreement is hereby amended to restate in its entirety the last sentence thereof:

“ARAMARK acknowledges and agrees that a material breach for purposes of this Section 9 shall include, but not be limited to, any diminution in Mr. Neubauer’s title as Chairman, any failure to pay Mr. Neubauer’s Base Salary and any relocation of Mr. Neubauer’s principal place of business outside of Philadelphia, Pennsylvania.”

7.      Amendment to Section 9(b) . Section 9(b) of the Employment Agreement is hereby amended by deleting the last sentence thereof.

8.      Amendment to Section 9(d) . Section 9(d) of the Employment Agreement is hereby amended by deleting the last sentence thereof.

9.      Amendment to Section 9(e) . Section 9(e) of the Employment Agreement is hereby amended by deleting the penultimate sentence thereof.

10.      Amendment to Section 1 of Exhibit A . Section 1 of Exhibit A of the Employment Agreement is hereby amended to add the following at the end thereof:

“, provided , that , effective January 1, 2013, for purposes of making this calculation, the “Base Salary” shall be fixed at an amount equal to $1,400,000 and the “Average Bonus” shall be based on an assumed termination of Mr. Neubauer’s employment on December 31, 2012.”

11.      Effect on Employment Agreement . ARAMARK and Mr. Neubauer each acknowledges and agrees that upon execution of this Amendment, on and after the date of this Amendment, the Employment Agreement shall otherwise continue in full force and effect as amended by this Amendment in accordance with its terms.

12.      Miscellaneous . This Amendment is entered into and shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. Capitalized terms used but not defined in this Amendment are used with the meanings assigned in the Employment Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be signed as of the date first above written.

        

AMENDED AND RESTATED

EXECUTIVE LEADERSHIP COUNCIL

MANAGEMENT INCENTIVE BONUS PLAN

General

Management Incentive Bonus (MIB) Plan provides annual cash bonuses to eligible executives for the achievement of explicit performance objectives established prior to each fiscal year. The ELC MIB is in two parts: a financial portion representing 80% of the overall MIB, and individual objectives representing the remaining 20%.

Eligibility

All executives in career bands 2 and 3 are eligible to participate in the ELC MIB Plan. Generally an individual is eligible for a potential award under the ELC MIB Plan if they were an executive for six or more months during the fiscal year.

Overall Structure

MIB awards will be determined by performance during the fiscal year as measured by the following:

Bonus potential will be based upon the "guideline" or standard percent of salary set at the beginning of the fiscal year for an eligible executive. The apportionment of the bonus payoff elements is reflected in this diagram:

MANAGEMENT INCENTIVE BONUS - OVERALL STRUCTURE

To establish the performance expectations for the fiscal year, as close as possible to the start of each fiscal year, individuals are provided with an ELC MIB Plan that specifies: (1) the appropriate business Revenue & EBIT targets, and (2) an area to develop individual objectives.

Determination of Bonus Targets — Financial Portion

For purposes of determining bonus targets, Revenue & EBIT are defined as follows:

If these definitions differ from those included within the final year-end financial statements of the business, the definitions which were used in establishing the Revenue & EBIT targets will be attached to each performance plan.

In a limited number of cases and where business warrants, the financial targets and percentages may be other than those shown here. All such changes, however, must be approved by the Chief Executive Officer in advance.

Determination of Awards — Financial Portion

For all financial metrics, payouts under the financial portion of the MIB vary as financial targets are over or under achieved. The minimum bonus, equal to 25% of the guideline amount, is awarded provided a minimally acceptable "threshold" level of performance is achieved. (No bonus will be awarded for

performance below the threshold for that metric.) Bonuses increase to the guideline amount if targets are achieved fully and may increase up to a maximum ("ceiling") of 150% to 200% of the guideline amount if performance increasingly exceeds the target levels.

Bonus awards for performance between threshold and ceiling will be computed by interpolating between either: (1) the threshold and target awards, or (2) the target and ceiling awards, as appropriate.

The levels for threshold and maximum bonus payouts (referred to as the "leverage curve"), may vary among organizations, reflecting financial volatility resulting from the magnitude of the unit's business plan. For example, a lower volatility business may begin to pay out at 90% of target attainment, while a higher volatility business may begin to pay out at 85% of target attainment.

Determination of Individual Objectives and Awards

The remaining parts of the ELC MIB Plan provide for establishing the individual objectives upon which those portions of the bonus will be based.

Generally, objectives will be established for each participant at the start of the fiscal year. The individual objectives will not duplicate the measures of annual financial performance addressed under the financial portion of the MIB. Rather, they will address those concerns which most contribute to the business gaining a sustainable competitive advantage. Attainment of them is measured for and during the fiscal year for which they are set. Unplanned objectives that emerge during the fiscal year and which take priority over the planned objectives may be added (or substituted) as appropriate.

For each part, the guideline bonus amounts will be awarded if performance fully meets the target expectations defined in these objectives. If performance differs from expectations, the bonuses awarded will vary proportionally with performance, from 0 to 150% of the guideline amount.

Total MIB Award

The total MIB award will be the sum of the bonuses awarded for each of the performance measures: Revenue, EBIT and individual objectives.

Payment of Awards

An executive whose employment terminates after the close of the bonus year but before awards are paid will be eligible to receive any award attained under the payout formula of the financial portion of the Plan. Any bonus awards for individual achievement in the case of such terminations may be payable at the discretion of the Chief Executive Officer of ARAMARK.

In no case, however, will a bonus award be made to an individual whose employment is terminated at any time for “cause," as defined in the plan participant’s Agreement Relating to Employment and Post Employment Competition.

* A pro-rata bonus award is payable in the event the executive becomes permanently disabled, retires having reached the age of 65, or dies.

Deferral

Payment of all or part of the MIB award may be deferred in accordance with procedures established by ARAMARK and amended from time to time.

Administration

The Chief Executive Officer of ARAMARK is the sole interpreter and arbiter of the provisions of the ELC MIB Plan and has the right to amend, withdraw, or revoke them before the beginning of any fiscal year or to grant specific exceptions.

In administering the ELC MIB Plan, the Chief Executive Officer of ARAMARK has the final authority to adjust financial performance standards or actual results for unusual non-recurring income, expense or balance sheet items (e.g., non-operating gains/losses, acquisitions, divestitures) so that comparisons between actual and planned performance are consistent.

Objectives and formulas for all portions of the MIB must be approved by the Chief Executive Officer of ARAMARK. He also must approve any unplanned objectives added during the year.

Bonus awards are reviewed and approved by the Compensation and Human Resources Committee.