Senior Executive Annual Performance Bonus Plan


 Exhibit 10.4 
 ARAMARK HOLDINGS CORPORATION 
 SENIOR EXECUTIVE ANNUAL PERFORMANCE BONUS PLAN 

 1. General. This Plan is intended to provide for an annual performance bonus for the Chairman and CEO and other designated Senior Executives upon
the attainment of annual performance goals established by the Committee, which annual performance bonus will be excluded from the computation of compensation for purposes of the federal income tax deductibility limitation on executive officer
compensation.  
 2. DEFINITIONS 
 “ARAMARK” means ARAMARK Holdings Corporation, a Delaware corporation, and any successor. 
 “CEO”
means the Chairman and Chief Executive Officer of ARAMARK or the individual or individuals acting in that capacity. 
 “Committee” means the committee of those members of either the Compensation and Human Resources Committee or such other committee of the ARAMARK board of directors that may be delegated as a compensation committee for
purposes of Section 162(m), consisting of two or more directors as may be delegated authority to administer this Plan, who are required to be, so long as ARAMARK is a corporation subject to Section 162(m), outside directors within the
meaning of Section 162(m). 
 “Company” means ARAMARK Holdings Corporation, a Delaware corporation, and any successor.

 “Participant” means the, CEO and the other Senior Executives designated to participate in this Plan. 
 “Plan” means this ARAMARK Senior Executive Annual Performance Bonus Plan. 
 “Section 162(m)” means Section 162(m) under the Internal Revenue Code of 1986, as amended, or any successor provision, and the
regulations promulgated thereunder. 
 “Senior Executive” means the CEO and any other officer of ARAMARK or of any
subsidiary of ARAMARK. 
 3. Participation. The CEO and the other Senior Executives shall be eligible to be designated as Participants in this Plan.
This Plan shall apply only to the CEO and to those additional Senior Executives designated by the Committee, in writing, as Participants for each fiscal year of the Company. 
 4. Performance Measures. The annual (i.e., fiscal year) performance goals shall be based on attainment of target levels of, a targeted percentage increase in, or, to the extent permitted under
Section 162(m), solely the achievement of, one or more of the following 







 
Company or business group measures (all capitalized terms not defined herein shall have the meanings contained in ARAMARK’s audited financial statements
for the relevant performance period): (1) Earnings Before Interest and Taxes (“EBIT”), (2) Return on Net Assets (“RONA”), (3) Net Income, (4) After Tax Return on Investment
(“ATROI”), (5) Sales, (6) Revenues, (7) Earnings Per Share, (8) Total Shareholder Return, (9) Return on Equity (“ROE”), (10) Return on Investment
(“ROI”), (11) Total Business Return, (12) Return on Gross Investment (“ROGI”), (13) Operating Cash Flow, (14) Free Cash Flow, (15) Operating Income, (16) Pretax Income or
(17) stock price appreciation. The measures may be based on absolute ARAMARK performance or ARAMARK performance relative to a peer group or other external measure of selected performance. In all events, the annual performance goals shall be
established in a manner intended to comply with the requirements of Section 162(m). 
 5. Performance Period. The performance period shall be
ARAMARK’s fiscal year, or such shorter period as determined by the Committee. 
 6. Individual Maximum Amounts. The maximum annual performance
bonus payable to any Participant in respect of any fiscal year under this Plan is $4,500,000 (disregarding any appreciation during any period of deferral under Section 7(e) below). For performance periods less than 12 months, the maximum award
will be adjusted in proportion to the duration of the performance period. 
 7. ADMINISTRATION 
 (a) Committee. The Committee shall have the sole and exclusive authority to administer this Plan, including the interpretation of the terms hereof.
The Committee shall be entitled to rely on information, opinions, reports and statements presented to the Committee by officers, employees and outside professionals and experts, including ARAMARK’s financial statements. Any determination by the
Committee hereunder shall be final and binding on all Participants, their beneficiaries and the Company. 
 (b) Setting of Annual
Goals and Annual Bonus Amounts. 
 (i) The Committee shall, for each fiscal year, establish in writing the bonus amount and the
performance goal or goals for each Participant based on one or more of the performance measures listed in Section 4 above, not later than 90 days after the beginning of such fiscal year (or prior to the expiration of 25% of the performance
period, if the performance period is less than one year), so long as, at that time, the attainment of such performance goal or goals is substantially uncertain (within the meaning of Section 162(m)). The Committee may establish different
performance measures and different individual maximum amounts for each Participant. 
 (ii) Subject at all times to Section 6 above, in
connection with the foregoing, a Participant’s bonus amount may be equal to a specified share of a pre-established bonus pool. Such bonus pool may be a pre-established aggregate dollar amount, or may, to the extent in compliance with
Section 162(m), be based on the percentage of a specified performance measure (e.g., a percentage of Pretax Income). In no event will the total amount of all specified shares of any bonus pool for any given performance period exceed 100% of
such bonus pool. 






 (c) Adjustment for Extraordinary Items. The Committee shall adjust, upward or downward, to the
extent permitted by Section 162(m), the performance goals to reflect (i) a change in accounting standards or principles, (ii) a significant acquisition or divestiture, (iii) a significant capital transaction, or (iv) any
other unusual, nonrecurring items which are separately identified and quantified in ARAMARK’s audited financial statements, so long as such accounting change is required or such transaction or nonrecurring item occurs after the goals for the
fiscal year are established, and such adjustments are stated at the time that the performance goals are determined. The Committee may also adjust, upward or downward, as applicable, the performance goals to reflect any other extraordinary item or
event, so long as any such item or event is separately identified as an item or event requiring adjustment of such goals at the time the performance goals are determined, and such item or event occurs after the goals for the fiscal year are
established. In all events, any adjustments to be made to the performance goals shall be disclosed in a manner intended to satisfy the requirements of Section 162(m).  
 (d) Negative Discretion. At the time the extent of attainment of the annual performance goals is determined by the Committee, the Committee at its
sole discretion may reduce, but may not increase, the amount of the annual performance bonus that would be otherwise payable to a Participant under this Plan. The Committee may take into consideration any and all factors relating to ARAMARK’s
and the Participant’s performance for such fiscal year. 
 (e) Payment Only Upon Attainment or Performance Goals.

 (i) An annual performance bonus shall be paid to a Participant under this Plan only in accordance with the terms of this Plan and only upon
the attainment of the annual performance goals established, adjusted and applied by the Committee for such Participant. Except as explicitly provided in this Plan, no waiver or modification of the goals may be made. The Committee shall be the sole
and exclusive arbiter of the extent, if any, to which the annual performance goals have been attained, and the amount of the annual performance bonus payable hereunder. Prior to the payment of any annual performance bonus to any Participant under
this Plan, the Committee shall certify in writing the extent to which the annual performance goals for such Participant have been attained. 
 (ii) After Committee certification of the attainment of the performance goals, awards may be paid immediately (but in no event later than March 15 of the calendar year following the calendar year in which the performance period ends)
or may be deferred; provided that (A) payment of any bonus award will only be made to Participants who were employed with the Company or one of its subsidiaries on the last day of the applicable performance period, and (B) the deferral of
any bonus award may only be made if (I) the Participant irrevocably elects to defer his or her award on or before the date that is six months prior to the end of the applicable performance period in respect of which the award is payable; and
(II) such Participant remains continuously employed by ARAMARK from the later of the beginning of the applicable performance period or the date the performance criteria are established in accordance with Section 7(b), through the date of such
deferral election. Awards may be in the form of cash, common shares of ARAMARK stock, restricted stock units that are settled in common shares of ARAMARK stock or a combination thereof. 






 8. Additional Terms. Unless otherwise specifically provided by this Plan or by the Committee or unless not
permitted by Section 162(m), the administrative terms of the ARAMARK Management Incentive Bonus Plan (as the same shall be in effect from time to time) (“MIB”) shall apply to bonus awards payable under this Plan, including by way of
example terms relating to such matters as the ability to defer receipt of payment of an annual performance bonus; provided, however, that in the event of a conflict between this Plan and the MIB, this Plan shall govern.  
 9. Stockholder Approval. This Plan shall be effective upon its approval by the stockholders of ARAMARK. 
 10. Amendment. The Committee may, without further action by the stockholders, amend the Plan from time to time as it deems desirable; provided, that no such
amendment may increase the group of employees who may receive compensation under the Plan identified in Section 3 above, change the permitted performance measures set forth in Section 4 above, increase the maximum bonus payable under the
Plan as set forth in Section 6 above or make any other change requiring further stockholder approval under Section 162(m).  
 11.
Duration and Termination. This Plan, unless earlier terminated, shall be effective through fiscal year 2012. The board of directors may, in its discretion, terminate this Plan at any time. 
 12. Compliance with IRC Section 409A. This Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (any
related regulations and guidance promulgated thereunder) (“Section 409A”) and will be interpreted in a manner intended to comply with Section 409A. In furtherance thereof, no payments may be accelerated under this Plan other than to
the extent permitted under Section 409A. To the extent that any provision of this Plan violates Section 409A such that amounts would be taxable to a Participant prior to payment or would otherwise subject a Participant to a penalty tax
under Section 409A, such provision shall be automatically reformed or stricken to preserve the intent hereof. Notwithstanding anything herein to the contrary, (i) if at the time of a Participant’s termination of employment the
Participant is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to
prevent any accelerated or additional tax under Section 409A, then ARAMARK shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to
the participant) until the date that is six months following the Participant’s termination of employment (or the earliest date as is permitted under Section 409A) and (ii) if any other payments due to a Participant hereunder could
cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment compliant under Section 409A, or otherwise such payment shall be
restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Committee shall implement the provisions of this section in good faith; provided that neither ARAMARK, nor
the Committee nor any of ARAMARK’s or its subsidiaries’ employees or representatives shall have any liability to participants with respect to this section. 
 13. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws.