**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 Optionand Compensation Plan (the “1998 Plan”);
     **WHEREAS**, Executive is eligible to receive a variety of economic incentivesunder 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 theCompany and a majority of the Continuing Directors determine otherwise (such adetermination shall hereinafter be referred to as a “Non-AccelerationDetermination”), upon the occurrence of a Change of Control (i) therestrictions on all shares of restricted stock awards granted under the 1998Plan will lapse immediately; (ii) all outstanding options and stockappreciation rights granted under the 1998 Plan will become exercisableimmediately; and (iii) all performance shares granted under the 1998 Plan willbe deemed to be met and payment made immediately.
     **WHEREAS**, the parties hereto have determined that it is in their mutualinterests for any and all Incentives now owned or hereafter acquired byExecutive under the 1998 Plan, to accelerate immediately upon the occurrence ofa 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 herebyincorporated by reference as if set forth in full. With the exception ofSection 2 hereof, in the event of any conflict or inconsistency between theprovisions of this Agreement and the provisions of the 1998 Plan, theprovisions of the 1998 Plan shall govern and control. All capitalized termsnot defined herein shall have the meaning set forth in the 1998 Plan.
     **2.     Acceleration of Incentives.**Upon the occurrence of a Change ofControl, and regardless of any Non-Acceleration Determination made inconnection therewith, the following shall nonetheless occur with respect to anyand all Incentives owned by Optionee at the time of such Change of Control:
      (a) The restrictions on all shares of restricted stockawards shall lapse immediately;       (b) All outstanding options and stock appreciationrights shall become exercisable immediately; and       (c) All performance shares shall be deemed to be metand payment made immediately.
     **3.     Third Party Beneficiaries.**Nothing contained herein is intended or shall beconstrued as conferring upon or giving to any person, firm or corporation otherthan the parties hereto any rights or benefits under or by reason of thisAgreement.
     **4.     Entire Agreement.**This Agreement embodies the entire agreement made betweenthe parties hereto with respect to the matters covered herein and shall not bemodified 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 constituteone and the same instrument.
     **6.     Governing Law.**This Agreement, in its interpretation and effect, shall begoverned by the laws of the State of Minnesota applicable to contracts executedand to be performed therein.
 

 

     **IN WITNESS WHEREOF**, the undersigned have executed this Agreement as of thedate first written above.   **EXECUTIVE** **G&K SERVICES, INC**    /s/ Richard L. Marcantonio /s/ Thomas R. Moberly Richard L. Marcantonio Thomas R. Moberly, Chief Executive