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| GKSR > SEC Filings for GKSR > Form 8-K on 13-May-2009 | All Recent SEC Filings |
13-May-2009
Change in Directors or Principal Officers
Effective May 7, 2009, G&K Services, Inc. (the "Company") amended its Executive
Employment Agreements with each of Douglas A. Milroy, the Company's new Chief
Executive Officer ("CEO"), and Jeffrey L. Wright, the Company's Executive Vice
President and Chief Financial Officer.
The amendment to Mr. Milroy's Executive Employment Agreement (i) reflects
Mr. Milroy's appointment to serve as CEO; (ii) provides for his resignation from
all positions held with the Company upon termination of Mr. Milroy's employment;
and (iii) establishes a severance benefit equal to 1.99 times his annual Base
Salary upon a termination by the Company without Cause or, following a Change in
Control, upon a termination by Mr. Milroy for Good Reason. The foregoing summary
is subject to the actual terms of the amendment, which is attached hereto as
Exhibit 10.1.
On May 7, the Company's Board of Directors (the "Board"), in connection with
Mr. Milroy's appointment to serve as CEO and upon the recommendation of the
Company's compensation committee, modified the terms of Mr. Milroy's
compensation arrangements, including (i) an increased annual Base Salary of
$550,000; (ii) a new Management Incentive Plan target incentive of 75% of his
annual Base Salary; (iii) an award of 20,000 restricted shares of the Company's
Class A Common Stock, par value $0.50 per share ("Common Stock"), vesting in
equal installments on each of the next five anniversaries of the May 7, 2009
award date; (iv) an option to purchase up to 40,000 shares of Common Stock,
vesting in equal installments on each of the next three anniversaries of the
May 7, 2009 grant date; and (v) financial planning services of up to $5,000
annually. The remainder of Mr. Milroy's existing compensation and benefits
arrangements remain unchanged.
The amendment to Mr. Wright's Executive Employment Agreement (i) reflects
Mr. Wright's appointment to serve as Executive Vice President and Chief
Financial Officer; and (ii) provides for his resignation from all positions held
with the Company upon termination of Mr. Wright's employment. The foregoing
summary is subject to the actual terms of the amendment, which is attached
hereto as Exhibit 10.2.
Also on May 7, the Board, in connection with Mr. Wright's appointment to serve
as Executive Vice President and Chief Financial Officer and upon the
recommendation of the Company's compensation committee, approved an award to
Mr. Wright of 15,000 restricted shares of Common Stock, all of which will vest
on May 7, 2012. The remainder of Mr. Wright's existing compensation and benefits
arrangements remain unchanged.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
10.1 Amendment to Executive Employment Agreement, effective May 7, 2009, between
G&K Services, Inc. and Douglas A. Milroy
10.2 Amendment to Executive Employment Agreement, effective May 7, 2009, between
G&K Services, Inc. and Jeffrey L. Wright
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