exv10w1



 



EXHIBIT 10.1


CHANGE OF CONTROL AGREEMENT



     Change of Control Agreement (the “Agreement”) dated as of November 11,
2002, by and between Richard L. Marcantonio (the “Executive”) and G&K Services,
Inc., a Minnesota corporation having a place of business at 5995 Opus Parkway,
Suite 500, Minnetonka, Minnesota, 55343 (the “Company”).


WITNESSETH:



     WHEREAS, the Company has adopted the G&K Services, Inc. 1998 Stock Option
and Compensation Plan (the “1998 Plan”);


     WHEREAS, Executive is eligible to receive a variety of economic incentives
under the 1998 Plan, including stock options and awards of restricted stock
(the “Incentives”);


     WHEREAS, the 1998 Plan 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 1998
Plan will lapse immediately; (ii) all outstanding options and stock
appreciation rights granted under the 1998 Plan will become exercisable
immediately; and (iii) all performance shares granted under the 1998 Plan 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 1998 Plan, to accelerate immediately upon the occurrence of
a Change of Control, notwithstanding any Non-Acceleration Determination;


     NOW, THEREFORE, it is agreed as follows:


     1.     1998 Plan Terms. The terms and conditions of the 1998 Plan 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 the 1998 Plan, the
provisions of the 1998 Plan shall govern and control. All capitalized terms
not defined herein shall have the meaning set forth in the 1998 Plan.


     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.


     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/ Richard L. Marcantonio	 	
/s/ Thomas R. Moberly
	
	 	


	Richard L. Marcantonio	 	
Thomas R. Moberly, Chief Executive

Officer