STEWARDSHIP FRAMEWORK AGREEMENT
October 6, 2019
MR BridgeStone Advisor LLC
712 Fifth Avenue, Suite 17F
New York, New York 10019
Attn: Paul C. Hilal
Ladies and Gentlemen:
Aramark (the Company), on the one hand, and MR BridgeStone Advisor LLC (Mantle Ridge), on behalf of itself and its affiliated funds (such funds, together with Mantle Ridge, collectively, the Mantle Ridge Group), on the other hand, have mutually agreed to the terms contained in this Stewardship Framework Agreement (this Letter Agreement). For purposes of this Letter Agreement, we refer to each of the Company and the Mantle Ridge Group as a Party and, collectively, as the Parties.
1. Board Matters.
(a) Board Actions. As of the date of this Letter Agreement, the Board of Directors of the Company (the Board) has taken the following actions:
(i) the Board has duly appointed Paul C. Hilal (referred to in this Letter Agreement, collectively with any Successor Director (as defined below) as the Mantle Ridge Director), John J. Zillmer, Susan Cameron, Art Winkleblack and Karen King (collectively with the Mantle Ridge Director, the Initial New Directors) to serve as directors of the Company with terms expiring at the Companys next annual meeting of stockholders (including any adjournments or postponements thereof, the 2020 Annual Meeting), effective as of the date and time this Letter Agreement is fully executed and delivered;
(ii) the Board has accepted the resignations of Pierre-Olivier Beckers-Vieujant, Lisa Bisaccia, Patricia B. Morrison and John A. Quelch, effective as of the date and time this Letter Agreement is fully executed and delivered (the Resigning Directors);
(iii) the Board has duly adopted a resolution to increase the size of the Board to ten (10) directors, effective as of the date hereof, and to further increase the size of the Board to eleven (11) directors effective upon the completion of the director elections at the 2020 Annual Meeting;
(iv) the Board has resolved to nominate each of the Initial New Directors and Calvin Darden, Richard W. Dreiling, Irene M. Esteves, Daniel J. Heinrich and Stephen I. Sadove (Mr. Darden, Ms. Esteves, and Messrs. Sadove, Dreiling and Heinrich, the Remaining Directors) for reelection to the Board, and Greg Creed (Mr. Creed, together with the Initial New Directors, the New Directors) for election to the Board, at the 2020 Annual Meeting;