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Amdended And Restated Savings Incentive Retirement Plan

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Sectors: Retail
Governing Law: Pennsylvania, View Pennsylvania State Laws
Effective Date: February 06, 2007
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Exhibit 10.4

Amended and Restated ARAMARK Savings Incentive Retirement Plan

(A Successor Plan to the " ARAMARK 2005 Stock Unit Retirement Plan" )

Effective as of February 6, 2007 Table of Contents


ARTICLE I. Definitions and Construction. 2

ARTICLE II. Participation. 5

ARTICLE III. Employee Salary Deferrals. 7

ARTICLE IV. Matching Contributions. 7

ARTICLE V. Accounts and Investment Treatment of Deferred Compensation. 8

ARTICLE VI. Distribution on Separation from Service. 8

ARTICLE VII. Withdrawals During Employment. 9

ARTICLE VIII. Breaks in Service. 9

ARTICLE IX. Administration. 10

ARTICLE X. No Segregation of Assets 11

ARTICLE XI. Amendment and Termination. 11

ARTICLE XII. Miscellaneous. 11

ARTICLE I. Definitions and Construction .

1.1 Definitions . Whenever used in this Plan:

Account means any account established for a Participant as provided in Section 5.1.

Account Balance means for each Participant, the total balance standing to the Participant' s Accounts under the Plan at the date of reference.

Affiliate means, with respect to any Company, (a) any corporation (other than such Company) that is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code), of which such Company is a member; (b) any other related corporation designated as an affiliate by the Parent Company; or (c) an organization which is a member of an affiliated service group of which the Company is a member.

Age means age on last birthday.

Approved Form means the form or online process provided, in a manner prescribed by the Committee, for a particular purpose.

ARAMARK means ARAMARK Services, Inc., a Delaware corporation.

Basic Salary Deferrals means, for each Participant, the deferrals authorized by the Participant in accordance with Section 3.1(a).

Break in Service means, for an Employee or a former Employee, a period of at least twelve consecutive months during which such individual is not an Employee. Employees shall be given credit for periods of employment with Parent Company and its Affiliates (and any respective predecessor entities) prior to the Merger.

Change in Control shall have the meaning ascribed to it in the ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan.

Code means the Internal Revenue Code of 1986, as amended from time to time.

Committee means the Committee described in Section 9.2. Company means, each with respect to its own employees, ARAMARK and such subsidiary or affiliated companies as may from time to time participate in the Plan by authorization of the Parent Company.

Compensation means, for any Eligible Employee for any Plan Year, such Eligible Employee' s annual base salary and sales commissions (including amounts allocable to paid time off for vacations, holidays, sick leave, and salary deferrals under the ARAMARK 2005 Deferred Compensation Plan and excluding overtime, shift differentials, commissions other than sales commissions, pay allowances, deferred compensation, bonuses and related benefits) earned from the Company and paid to the Employee, computed before reduction by Salary Deferrals under Section 3.1 of this Plan.

Covered Employee means an Employee employed by the Company or an Affiliate on a salaried basis who is not (a) an employee employed by a joint venture in which the Company is a joint venturer, or (b) a person in a position designated by the Company or Affiliate as a " Consultant." An Employee who is neither a United States citizen nor a United States resident shall not become a Covered Employee and any employee


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who is a citizen of a country outside of the U.S. who is currently participating in one of the Company' s or its affiliate' s retirement or pension benefit plan in such country shall not be permitted to participate in this Plan while participating in such other plan.

Early Retirement means, for any Employee, (a) attainment of Age 60 and completion of five or more Years of Service, or (b) incurrence of a total and permanent disability within the meaning of Section 409A(a)(2)(C) of the Code. Effective Date means February 6, 2007.

Eligible Employee means a Covered Employee who is eligible to make contributions under the Plan as provided in Article II.

Employee means any person employed by the Company or an Affiliate.

Employment Date means, for each Employee, the first day on which the Employee completes an hour for which the Employee is paid or entitled to payment, direct or indirect, from the Company or Affiliate (or the former ARAMARK Corporation or one of its Affiliates, if the Employee was employed by ARAMARK Corporation or one of its Affiliates prior to the Merger), for the performance of duties. If an Employee' s Years of Service are canceled under Section 8.1 and cannot be restored (because the Employee cannot satisfy the requirement of Section 8.1(b)), the Employee' s Employment Date shall be the first day thereafter on which the Employee completes such an hour.

Fiscal Year means the fiscal year of the Parent Company.

Key Employee means any individual approved for participation in this Plan and who is a management or highly compensated employee.

Matching Contributions Account means, for each Participant, the Account established under Section 5.3 to credit the Company' s contributions under Section 4.1.

Merger means the merger of RMK Acquisition Corporation, RMK Finance LLC and ARAMARK Corporation which occurred on January 26, 2007.

Normal Retirement means, for any Employee, attainment of Age 65. Parent Company means ARAMARK Corporation, a Delaware corporation.

Participant means an Employee or former Employee who has an Account Balance under the Plan.

Period of Service means, for any Employee, the elapsed time between the Employee' s Employment Date and the date of reference, inclusive, disregarding any Break in Service or any period during which such individual is not an Employee to the extent such period falls within a period of at least twelve consecutive months in which the Employee has a Separation from Service by reason of resignation, discharge, or retirement and completes no hours for which the Employee is paid or entitled to payment, direct or indirect, for the performance of duties. Where any portion of an Employee' s Period of Service is to be disregarded in determining Years of Service so that non-successive periods must be aggregated, less than whole year periods shall be aggregated on the basis that 365 days equal a whole year. Employees shall be given credit for periods of employment with the former ARAMARK Corporation or one of its Affiliates prior to the Merger.

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Period of Severance means, for any former Employee, the elapsed time between the former Employee' s Separation from Service and the date the former Employee again becomes an Employee.

Plan means the Amended and Restated ARAMARK Savings Incentive Retirement Plan.

Plan Administrative Committee means the Committee described in Article IX which is charged with the responsibilities of administering the Plan in accordance with the Rules. As of the Effective Date, the Corporate Governance and Human Resources Committee shall be the Plan Administrative Committee. Plan Year means each twelve-consecutive-month period ending on September 30.

Prior Plans means the Amended and Restated ARAMARK 2001 Stock Unit Retirement Plan and the ARAMARK 2005 Stock Unit Retirement Plan.

Qualified Retirement Plan means any retirement plan maintained by the Company that is qualified under Code Section 401(a).

Retirement Savings Plan means the ARAMARK Retirement Savings Plan for Salaried Employees, a Qualified Retirement Plan under which contributions are made pursuant to Code Section 401(k).

Rules means the rules adopted by the Plan Administrative Committee relating to the administration of the Plan. Salary Deferral Account means, for each Participant, the Account established for crediting the portion of the Participant' s Account Balance attributable to Salary Deferrals as provided in Section 5.1.

Salary Deferral Percentage(s) means the percentage(s) of a Participant' s Compensation that the Participant elects to defer under Section 3.1(a) and/or 3.1(b).

Salary Deferrals means, for each Participant, the deferrals authorized by the Participant as provided in Section 3.1(a) and/or 3.1(b).

Separation from Service means termination of an Employee' s status as an Employee (which for these purposes also shall relate to the Employee' s status as an employee of any Company or predecessor entity thereto, determined in accordance with Section 409A(a)(2)(A)(i) of the Code. To the extent consistent with Section 409A(a)(2)(A)(i) of the Code, a Separation from Service shall be measured from the earlier of (a) the date the Employee terminates employment, or (b) the first anniversary of the first day of a leave of absence for any other reason. In the case of an Employee who is absent from work for maternity or paternity reasons, the twelve-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence due to pregnancy of the Employee; a birth of a child to the Employee; placement of a child with the Employee in connection with the adoption of such child by the Employee; or care for such child for the period beginning immediately following birth or placement.

Sharing Participant means, for any Plan Year, a person who is an Eligible Employee on the last day of the Plan Year (or is absent for reasons not constituting a Separation from Service); or who has died during the Plan Year while an Eligible Employee of the Company; or who has retired on account of Early or Normal Retirement; or who was an Eligible Employee during the Plan Year and who is an Employee (other than an Eligible Employee) on the last day of the Plan Year, provided, however, that such Employee' s Compensation shall be determined by reference to the Employee' s Compensation paid during the Employee' s service as an Eligible Employee. The term Sharing Participant shall not include any Employee who has not yet completed one Year of Service.


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Specified Employee means a Participant who is a " specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code.

Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant' s spouse or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant' s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

Year of Participation means, for any Employee, twelve consecutive months during which the Employee is a participant under this Plan, any Prior Plan or any twelve consecutive month period during which the Employee participated in any Qualified Retirement Plan. Year of Service refers to a credit used to determine whether a Participant is eligible for a Company contribution or has sufficient service to have a nonforfeitable interest in the Participant' s Account Balance attributable to the Participant' s Matching Contributions Account. Each Employee shall be credited with a number of Years of Service equal to the length of the Participant' s Period of Service, except that the following shall be disregarded:

(a) any Break in Service (including any period immediately following a Separation from Service which has lasted less than twelve months as of the date of reference but ultimately does last at least twelve months); and

(b) any period for which the Employee' s Years of Service are canceled under Section 8.3 and are not restored under that Section.

1.2 Gender . The masculine gender shall include the feminine.

1.3 Notices . Any notice or filing to be made with the Committee or any Company shall be made in accordance with the Rules.

ARTICLE II. Participation .

2.1 Eligible Employees . Each Covered Employee who was eligible to participate in the Prior Plan immediately prior to the Effective Date also shall be eligible to participate in this Plan as of the Effective Date. Each other Covered Employee who satisfies the following requirements shall be eligible to participate in the Plan as of the date the Covered Employee first satisfies such requirements: (a) the Employee is identified as a Key Employee, and

(b) the Employee is in active employment.

Covered Employees who satisfy the foregoing requirements shall be eligible to participate in the Plan on the first day of the month following one full calendar month during which the Covered Employee meets the requirements.

2.2 Participation . Participation in the Plan by an Eligible Employee is entirely voluntary and is subject to the following rules:

(a) Participatio
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