ARAMARK 2005 Deferred Compensation Plan.



 Exhibit 4.1 
  
 ARAMARK 
 2005 DEFERRED COMPENSATION PLAN 
  

	I.	PURPOSE 

  
 The ARAMARK 2005 Deferred Compensation Plan (the “Plan”) allows eligible executives of the Company and its subsidiaries to defer the payment of their Salary and/or Bonus until a specified date in the future.

  

	II.	DEFINITIONS 

  
 “Bonus” means amounts that are not salary or wages that are earned by the Executive from the Company or a subsidiary in the form of an incentive or performance bonus. 
  
 “Cause” means (i) the Executive’s conviction of or entry of a
plea of guilty or nolo contendere to a felony (or any similar crime for purposes of laws outside the United States), (ii) the Executive’s fraud or dishonesty, (iii) the Executive’s willful failure to perform assigned duties to the Company
or an affiliate, (iv) the Executive’s willful violation of the ARAMARK Business Conduct Policy, or (v) the Executive’s intentionally working against the best interest of the Company or an affiliate. 
  
 “Committee” means the committee appointed by the Board of
Directors of the Company to administer the Plan. As of the date of the adoption of the Plan, the Committee shall be the Compensation and Human Resources Committee of the Board of Directors of the Company. 
  
 “Company” means ARAMARK Corporation, a Delaware corporation.

  
 “Deferral Account” means the bookkeeping account
pursuant to which the Company records amounts deferred by the Executive under the Plan. 
  
 “Effective Date” means January 1, 2005. 
  
 “Executive” means an employee of the Company or any subsidiary who is a member of senior management and is identified as a key employee. 
  
 “Plan” means this ARAMARK 2005 Deferred Compensation Plan. 
  
 “Plan Administrator” means the individual(s) appointed by the
Committee for purposes of determining eligibility to make deferrals under the Plan and administering deferral elections under the Plan. 
  
 “Plan Year” means the fiscal year of the Company; provided that the period commencing on the Effective Date and ending on October 1, 2005 shall
be the initial Plan Year. 
  
 “Salary” means an
Executive’s base salary, wages and sales commissions (but excludes bonuses, overtime pay, or incentive pay) earned by the Executive from the Company or a subsidiary. 
  
 “Unforeseeable Emergency” means a severe financial hardship to the Executive resulting from an illness or accident
of the Executive, the Executive’s spouse or a dependent (as defined in Section 








 
152(a) of the Internal Revenue Code of 1986, as amended) of the Executive, loss of the Executive’s property due to casualty or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. 
  

	III.	ELIGIBILITY 

  
 The Plan Administrator shall determine, in its sole discretion, the Executives eligible to participate in the Plan for purposes of deferring Salary and/or Bonuses. Notwithstanding the foregoing, each Executive who,
immediately prior to the Effective Date, was a participating executive making deferrals under the ARAMARK 2001 Deferred Compensation Plan, shall be eligible to participate in this Plan on the Effective Date and to make deferrals of Salary and/or
Bonus, as applicable, earned in respect of periods on and after the Effective Time. 
  

	IV.	DEFERRAL PROVISIONS 

  
 Salary and/or Bonuses may be deferred under this Plan pursuant to rules and procedures established from time to time by the Committee. Such rules and
procedures may establish, among other things: (1) deadlines for filing deferral elections under the Plan, (2) any applicable limits on the amount of Salary and Bonus that may be deferred under the Plan, (3) any applicable limits on the period or
length of deferrals, (4) any conditions and limitations on changing or revoking deferral elections during a Plan Year, including applicable penalties, and (5) any conditions and limitations on withdrawals and distributions while the Executive’s
deferral election remains in effect. Notwithstanding the foregoing, with respect to Executives who first become eligible to participate in this Plan on the Effective Date as a result of the Executive’s participation in the ARAMARK 2001 Deferred
Compensation Plan, such Executive’s elections under that ARAMARK 2001 Deferred Compensation Plan, as in effect immediately prior to the Effective Date, shall continue to apply under this Plan with respect to Salary and/or Bonuses, as
applicable, earned in respect of periods on and after the Effective Date to the extent consistent with the rules and procedures under the Plan until changed by the Executive in accordance with the terms and conditions of this Plan. 
  

	V.	EARNINGS ON DEFERRAL ACCOUNTS 

  
 Deferral Accounts shall be credited with earnings, losses, interest, or other forms of investment return pursuant to rules and procedures adopted by the
Committee, in its sole discretion. Deferrals shall be deemed to begin to accrue earnings as of the date they would otherwise have been paid to the Executive. 
  

	VI.	PAYMENT PROVISIONS 

  
 Payment of deferrals shall be made pursuant to rules and procedures established from time to time by the Committee. 
  

	VII.	HARDSHIP WITHDRAWALS 

  
 The Committee may establish rules and procedures permitting Executives to withdraw all or a portion of the amount then credited to the Executive’s
Deferral Account solely due to the Unforeseeable Emergency if approved by the Committee in its sole discretion. The amounts distributed due to an Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be relieved 








 
through reimbursement or compensation by insurance or otherwise or by liquidation of the Executive’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship). The Committee may delegate responsibility for administering and reviewing hardship withdrawal requests to one or more individuals. 
  

	VIII.	NO ASSIGNMENT OR ALIENATION OF BENEFITS 

  
 Except as hereinafter provided, amounts deferred under this Plan may not be voluntarily or involuntarily assigned, pledged, or alienated. Unless required
by law, no execution or attachment of any amount that becomes payable pursuant to any provision of this Plan shall be valid or recognized by the Company. 
  

	IX.	NO RIGHT TO COMPANY ASSETS 

  
 Amounts credited to the Executive’s Deferral Account will not be held by the Company in trust, escrow, or similar fiduciary capacity, and benefits
paid under the Plan shall be paid from general funds of the Company. Neither the Executive, a beneficiary, nor any legal representative will have any right against the Company with respect to any portion of the Deferral Account or any assets of the
Company or any subsidiary, except as a general, unsecured creditor of the Company. 
  

	X.	ADMINISTRATION 

  

	 	A.	The Committee shall administer the Plan and shall be the sole interpreter and arbiter of this Plan; provided, however, that the Committee may delegate to other persons such of its
functions as it deems appropriate. The Committee has the right to amend the Plan’s provisions at any time, provided that such amendments do not (1) decrease the balance of the Executive’s Deferral Account at the time of such amendment, or
(2) retroactively decrease the applicable rate of interest, earnings or other investment return prior to the time of such amendment. The individuals serving on the Committee shall be indemnified and held harmless by the Company from any and all
liability, costs, and expenses, arising out of any action taken by any member with respect to the Plan to the maximum extent permitted by law. 

  

	 	B.	The Board of Directors of the Company may at any time amend or terminate the Plan as to all or any group of Executives. If the Plan is terminated, the affected Executive’s
Deferral Account will be distributed over the period elected by the Executive. 

  

	XI.	MISCELLANEOUS 

  

	 	A.	The rights and obligations of the Company and its subsidiaries under this Plan shall be binding on their successors and assigns. 

  

	 	B.	This Plan shall not confer upon any person any right to be continued in the employment of the Company or any subsidiary. 

  

	 	C.	In the event any provision of the Plan is held invalid, void or unenforceable, the same shall not affect, in any respect, the validity of the other provisions of the Plan.


  

	 	D.	The Company is authorized to withhold amounts necessary to satisfy any federal, state or local tax withholding requirements and social security or other employee tax requirements
applicable with respect to the deferral or payment of amounts hereunder. 









	 	E.	Notwithstanding anything in the Plan to the contrary, any payments hereunder that would be subject to the additional income tax imposed by Section 409A of the Internal Revenue Code
of 1986, as amended shall be deferred until the earliest date that such payments may be made without the imposition of such tax. 

  

	 	F.	The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated employees within
the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. 

  

	 	G.	The Plan shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions thereof, except to the extent
pre-empted by ERISA.