printer-friendly

Sample Business Contracts

Employment Agreement - Volume Services America Holdings Inc. and Lawrence E. Honig

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (the "Agreement") dated April 15, 2002 by and
between Volume Services America Holdings, Inc., a Delaware corporation (the
"Company") and Lawrence E. Honig (the "Executive").

         The Company desires to employ Executive and to enter into an agreement
embodying the terms of such employment;

         Executive desires to accept such employment and enter into such an
agreement;

         In consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the parties agree as follows:

         1. Term of Employment. Subject to the provisions of Section 8 of this
Agreement, Executive shall be employed by the Company for a term commencing on
April 15, 2002 (the "Commencement Date") and ending on April 14, 2004 (the
"Employment Term") on the terms and subject to the conditions set forth in this
Agreement. Unless sooner terminated under the provisions of Section 8 of this
Agreement, the Employment Term will automatically be extended for additional
one-year terms at the conclusion of the initial two-year term ("Initial Term")
and each succeeding one-year extension ("Extension Term").

         2. Position.

                  (a) During the Employment Term, Executive shall serve as the
         Company's Chief Executive Officer. In such position, Executive shall
         have such duties and authority as shall be determined from time to time
         by the Board of Directors of the Company (the "Board"). Executive will
         be nominated and, when elected, serve as a member of, the Board.

                  (b) During the Employment Term, Executive will devote
         Executive's full business time and best efforts to the performance of
         Executive's duties hereunder and will not engage in any other business,
         profession or occupation for compensation or otherwise which would
         conflict or interfere with the rendition of such services either
         directly or indirectly, without the prior written consent of the Board;
         provided that nothing herein shall preclude Executive, subject to the
         prior approval of the Board, from accepting appointment to or continue
         to serve on any board of directors or trustees of any business
         corporation or any charitable organization; provided in each case, and
         in the aggregate, that such activities do not conflict or interfere
         with the performance of Executive's duties hereunder or conflict with
         Section 9. Executive shall perform his duties in the Company's office
         in Spartanburg, South Carolina.

         3. Base Salary. During the Employment Term, the Company shall pay
Executive a base salary at the annual rate of $450,000, payable in regular
installments in accordance with the Company's usual payment practices. Executive
shall be entitled to such increases in Executive's base salary, if any, as may
be determined from time to time in the sole discretion of the Board. Executive's
annual base salary, as in effect from time to time, is hereinafter referred to
as the "Base Salary."

         4. Bonus. Executive shall be eligible to earn an annual bonus award (an
"Annual Bonus") each fiscal year during the Employment Term, payable as provided

                                     Page 1

<PAGE>




in the Company's annual bonus plan. The Annual Bonus will be targeted to at
least fifty percent (50%) of Executive's Base Salary (the "Target") based upon
the achievement of budgeted performance goals of the Company established by the
Board (the "Company's Budget") and incorporated into the existing executive
bonus plan that the Board has established for the senior executives of the
Company.

         5. Options. (a) As soon as practicable (but in no event later than 180
days) following the Commencement Date, Executive shall be granted options (the
"Options"), pursuant to a stock option plan to be adopted by the Company (the
"Plan"), to purchase that number of shares (the "Shares") of the Company which
is equal to three percent (3%) of the entire number of shares of the Company
issued and outstanding on the date of the grant (the "Grant Date"). The exercise
price per share (the "Exercise Price") shall be equal to the "Established Share
Value" of a share of stock of the Company. The Established Share Value of a
share of stock in the Company shall be calculated by dividing the total value of
the Company which is established by the Company's Board of Directors for
purposes of restructuring management's equity in the Company (the "Company
Valuation") by the total number of shares of stock issued and outstanding on the
date that the restructuring is effective.

         (b) The Options shall vest with respect to twenty percent (20%) of the
Shares on the first anniversary of the Grant Date and shall vest with respect to
twenty percent (20%) of the Shares on each anniversary thereafter, until all the
Shares subject to the Options are 100% vested; provided, however, that (i) if
Executive's employment is terminated (A) by the Company without Cause or (B) due
to the Executive's resignation with Good Reason, or (ii) in the event of a sale
of all or substantially all of the stock and/or assets of the Company (a
"Sale"), the Options shall immediately vest with respect to one hundred percent
(100%) of the Shares. In the case of any vesting in connection with a Sale, such
vesting shall occur such that the Options may be exercised and converted to
Shares in time to permit Executive to receive consideration for the Shares in
connection with the Sale.

         (c) In the event that the Company consummates a Sale prior to the
second anniversary of the Commencement Date, and the "Excess Value" (as
calculated below), multiplied by the total number of the Shares as to which
Executive has Options (the "Aggregate Excess Value") is less than One Million
($1,000,000.00) Dollars, the Executive shall be paid the difference between the
Aggregate Excess Value and One Million ($1,000,000.00) Dollars simultaneously
with the consummation of the Sale. The Excess Value shall be calculated as
follows: (a) if the Sale is a sale of substantially all of the shares of the
Company, the Excess Value shall be the amount, if any, by which the amount
received by the shareholders for a share of the Company's stock (the "Stock
Purchase Price") exceeds the Exercise Price; and (b) if the Sale is a sale of
substantially all of the Company's assets, the Excess Value shall be the amount,
if any, by which (i) the total amount distributable to shareholders of the
Company in connection with such Sale (whether upon consummation of the Sale or
otherwise, and whether or not contingent) divided by the number of shares issued
and outstanding on the date of the Sale (the "Asset Purchase Price"), exceeds
(ii) the Exercise Price. In the event that any additional options for the
Company's stock ("Additional Options") are granted to the Executive prior to the
second anniversary of the Commencement Date, which Additional Options by their
terms are exercisable in connection with a Sale, the calculation of Excess Value
shall include the amount, if any, by which the Stock Purchase Price or Asset
Purchase Price, as the case may be, exceeds the exercise price per share for the
Additional Options (such amount to be referred to as the "Additional Options
Excess"), and the Aggregate Excess Value shall include the Additional Options
Excess multiplied by

                                     Page 2

<PAGE>



the number of shares as to which Executive has Additional Options.

         (d) Following the termination of Executive's employment for any reason,
the unvested portion of the Options shall immediately expire (except as provided
in paragraph (b) above) and the vested portion of the Options shall expire on
the first anniversary of Executive's termination of employment; provided,
however, that if Executive is terminated by the Company for Cause, the vested
portion of the Options shall expire immediately.

         (e) The Options shall be equitably adjusted, as determined by the Board
of Directors of the Company in its discretion, in the event of a stock split,
stock dividend, spin-off, reorganization, recapitalization, rights offering,
share exchange, merger, consolidation or other similar transaction, and the
Board's determination as to any such adjustment shall be conclusive.

         (f) The Options shall be granted on the terms and conditions of, and
shall be subject to all the limitations set forth in, the Plan, and to all the
terms and conditions of the standard stock option agreement adopted by the
Company in connection with the Plan, including, without limitation, any voting
trusts or shareholders agreements. The Executive shall have no rights as a
shareholder of the Company, including, without limitation, voting and dividend
rights, in respect of the Shares unless and until the Shares have been issued to
Executive. If not sooner terminated pursuant to the terms of this Section 5, all
of the Options shall terminate ten (10) years from the Grant Date. The Options
may not be transferred otherwise than by will or the laws of dissent and
distribution, and the Options may be exercised, during the lifetime of the
Executive, only by the Executive. The Company shall have the right to require
the payment (through withholding from the Executive's salary or otherwise, as
the Company may, in its sole discretion, determine) of any federal, state, local
or foreign taxes which it believes are or may be required to be withheld in
connection with the transfer of Shares upon the exercise of any of the Options.

         6. Employee Benefits.

                  (a) During the Employment Term, the Executive shall be
         entitled to the coverage or benefits under any and all employee benefit
         plans maintained by the Company (including, without limitation, medical
         insurance, life insurance, long-term disability insurance and pension
         plans, if any) (collectively, "Employee Benefits") to the extent
         permissible under the terms of the plans and to all fringe benefits for
         which his status and level of employment qualify him in accordance with
         the Company's benefit policies governing senior executives; provided,
         however, that the Executive's Employee Benefits shall not include the
         split dollar life insurance program which is no longer being offered by
         the Company to new employees.

                  (b) The Executive shall be entitled to paid vacations in
         accordance with the Company's standard vacation policies governing
         senior executives, but in no event less than four weeks each calendar
         year during the Employment Term.

         7. Business Expenses. During the Employment Term, reasonable business
expenses incurred by Executive in the performance of Executive's duties
hereunder shall be reimbursed by the Company in accordance with Company
policies.

         8. Termination. The Employment Term and Executive's employment
hereunder

                                     Page 3

<PAGE>



may be terminated by either party at any time and for any reason; provided that
Executive will be required to give the Company at least 60 days advance written
notice of any resignation of Executive's employment. Notwithstanding any other
provision of this Agreement, the provisions of this Section 8 shall exclusively
govern Executive's rights upon termination of employment with the Company and
its affiliates.

                  (a) By the Company For Cause or By Executive Resignation
         Without Good Reason.

                           (i) The Employment Term and Executive's employment
                  hereunder may be terminated by the Company for Cause (as
                  defined below) and shall terminate automatically upon
                  Executive's resignation without Good Reason (as defined in
                  Section 8(c)).

                           (ii) For purposes of this Agreement, "Cause" shall
                  mean termination by action of at least a majority of the
                  members of the Board (excluding the Executive) upon (i) the
                  Executive's breach of Section 9 or 10 of this Agreement; (ii)
                  the Executive's material breach of any other provision of this
                  Agreement if the Executive has been given written notice and a
                  reasonable opportunity to cure such breach; (iii) the
                  Executive's willful failure to adhere to any written Company
                  policy if the Executive has been given written notice and a
                  reasonable opportunity to comply with such policy or cure his
                  failure to comply; (iv) serious willful misconduct by the
                  Executive in connection with his employment; or (v) the
                  commission of a felony or the equivalent thereof or a
                  misdemeanor including moral turpitude. Such action shall take
                  place at a meeting duly called and held upon at least 15 days'
                  prior written notice to the Executive specifying the
                  particulars of the action or inaction alleged to constitute
                  "Cause" (and at which meeting the Executive and his counsel
                  are entitled to be present and given reasonable opportunity to
                  be heard). Action or inaction by the Executive shall not
                  include failure to act by reason of total or partial
                  incapacity due to physical or mental illness.

                           (iii) If Executive's employment is terminated by the
                  Company for Cause, or if Executive resigns without Good
                  Reason, Executive shall be entitled to receive:

                                    (A) the Base Salary through the date of
                           termination;

                                    (B) any Annual Bonus earned but unpaid as of
                           the date of termination for any previously completed
                           fiscal year;

                                    (C) reimbursement for any unreimbursed
                           business expenses properly incurred by Executive in
                           accordance with Company policy prior to the date of
                           Executive's termination; and

                                    (D) such Employee Benefits, if any, to which
                           Executive may be entitled in his status as a
                           terminated employee under the employee benefit plans
                           of the Company (the amounts described in clauses (A)
                           through (D) hereof being referred to as the "Accrued
                           Rights").

                           Following such termination of Executive's employment
                  by the Company for Cause or resignation by Executive without
                  Good Reason, except as set forth in this Section 8(a)(iii),
                  Executive shall have no further rights to any compensation or
                  any other benefits under this

                                     Page 4

<PAGE>



                  Agreement.

                           (b) Disability or Death.

                  (i) The Employment Term and Executive's employment hereunder
                  shall terminate upon Executive's death and may be terminated
                  by the Company if Executive becomes physically or mentally
                  incapacitated and is therefore unable for a period of 120
                  consecutive days or 180 days during any 12 consecutive month
                  period to perform Executive's duties (such incapacity is
                  hereinafter referred to as "Disability"). Any question as to
                  the existence of the Disability of Executive as to which
                  Executive and the Company cannot agree shall be determined in
                  writing by a qualified independent physician mutually
                  acceptable to Executive and the Company. If Executive and the
                  Company cannot agree as to a qualified independent physician,
                  each shall appoint such a physician and those two physicians
                  shall select a third who shall make such determination in
                  writing. The determination of Disability made in writing to
                  the Company and Executive shall be final and conclusive for
                  all purposes of the Agreement.

                  (ii) Upon termination of Executive's employment hereunder for
                  either Disability or death, Executive or Executive's estate
                  (as the case may be) shall be entitled to receive the Accrued
                  Rights.

         Following Executive's termination of employment due to death or
Disability, except as set forth in this Section 8(b)(ii), Executive shall have
no further rights to any compensation or any other benefits under this
Agreement.

                           (c) By the Company Without Cause or Resignation by
                  Executive for Good Reason.

                           (i) The Employment Term and Executive's employment
                           hereunder may be terminated by the Company without
                           Cause or by Executive's resignation for Good Reason.

                           (ii) For purposes of this Agreement, "Good Reason"
                           shall mean (A) the Company's material breach of this
                           Agreement; (B) the assignment of the Executive,
                           without his consent, to a position, responsibilities
                           or duties of a materially lesser status or degree of
                           responsibility than his position, responsibilities or
                           duties as of the date hereof; or (C) the failure to
                           elect the Executive to serve as a member of the
                           Board; provided that the events described in this
                           Section 8(c)(ii) shall constitute Good Reason only if
                           the Company fails to cure such event within 30 days
                           after receipt from Executive of written notice of the
                           event which constitutes Good Reason; provided,
                           further, that "Good Reason" shall cease to exist for
                           an event on the 60th day following the later of its
                           occurrence or Executive's knowledge thereof, unless
                           Executive has given the Company written notice
                           thereof prior to such date.

                           (iii) If Executive's employment is terminated by the
                           Company without Cause (other than by reason of death
                           or Disability) or if Executive resigns for Good
                           Reason, Executive shall be entitled to receive:

                                    (A) the Accrued Rights;

                                    (B) subject to Executive's continued
                                    compliance with the provisions of Sections 9
                                    and 10, continued payment of the Base Salary
                                    until the later of (i) one year following
                                    such

                                     Page 5

<PAGE>




                           termination of employment and (ii) the expiration of
                           the Initial Term determined as if such termination
                           had not occurred; provided that the aggregate amount
                           described in this clause (B) shall be reduced by the
                           present value of any other cash severance or
                           termination benefits payable to Executive under any
                           other plans, programs or arrangements of the Company
                           or its affiliates; and

                           (C) continued Employee Benefits (to the extent
                           permissible under the terms of the plans providing
                           such Employee Benefits) for Executive and Executive's
                           spouse and minor children until the later of (i) one
                           year following such termination of employment; and
                           (ii) the expiration of the Initial Term determined as
                           if such termination had not occurred, provided that
                           such Employee Benefits shall cease on the date the
                           Executive becomes eligible for comparable coverage
                           from a subsequent employer.

         Following Executive's termination of employment by the Company without
Cause (other than by reason of Executive's death or Disability) or by
Executive's resignation for Good Reason, except as set forth in this Section
8(c)(iii), Executive shall have no further rights to any compensation or any
other benefits under this Agreement.

                           (d) Continued Employment Beyond Employment Term.
                           Unless the parties otherwise agree in writing,
                           continuation of Executive's employment with the
                           Company beyond the Employment Term shall be deemed an
                           employment at-will and shall not be deemed to extend
                           any of the provisions of this Agreement and
                           Executive's employment may thereafter be terminated
                           at will by either Executive or the Company; provided
                           that the provisions of Sections 9 and 10 of this
                           Agreement shall survive any termination of this
                           Agreement or Executive's termination of employment
                           hereunder.

                           (e) Notice of Termination. Any purported termination
                           of employment by the Company or by Executive (other
                           than due to Executive's death) shall be communicated
                           by written Notice of Termination to the other party
                           hereto in accordance with Section 12(g) hereof. For
                           purposes of this Agreement, a "Notice of Termination"
                           shall mean a notice which shall indicate the specific
                           termination provision in this Agreement relied upon
                           and shall set forth in reasonable detail the facts
                           and circumstances claimed to provide a basis for
                           termination of employment under the provision so
                           indicated.

                           (f) Board/Committee Resignation. Upon termination of
                           Executive's employment for any reason, Executive
                           shall be deemed to have resigned, as of the date of
                           such termination, and to the extent applicable, from
                           the Board (and any committees thereof) and the Board
                           of Directors (and any committees thereof) of any of
                           the Company's affiliates, and Executive shall execute
                           such documents as may be necessary to reflect such
                           resignations.

9. Non-Competition.

         (a) Executive acknowledges and recognizes the highly competitive nature
of the businesses of the Company and its affiliates and accordingly

                                     Page 6

<PAGE>




agrees as follows:

                           (i) During the Employment Term and for a period of
                           two years following the termination of Executive's
                           employment for any or no reason, Executive agrees
                           that, without the prior written consent of the
                           Company, (A) Executive will not, directly or
                           indirectly, either as principal, manager, agent,
                           consultant, officer, stockholder, partner, investor,
                           lender or employee or in any other capacity, carry
                           on, be engaged in or have any financial interest in,
                           any business which is in competition with the
                           business of the Company or any of its affiliates and
                           (B) Executive shall not, on his own behalf or on
                           behalf of any person, firm or company, directly or
                           indirectly, solicit or offer employment to any
                           person, who has been employed by the Company or any
                           of its affiliates at any time during the 12 months
                           immediately preceding such solicitation.

                           (ii) For purposes of this Section 9, a business shall
                           be deemed to be in competition with the business of
                           the Company and its affiliates if it is involved in
                           the sale or provision of catering, concession or
                           other food services or venue management services at
                           stadiums, ballparks, convention centers, concert
                           halls, theaters, seaports, golf courses, arenas, race
                           tracks, parks, bandstands, or other recreational
                           venues.

                           (iii) Nothing in this Section 9 shall prohibit the
                           Executive from acquiring or holding not more than one
                           percent (1%) of any class of publicly traded
                           securities of any business.

                  (b) It is expressly understood and agreed that although
         Executive and the Company consider the restrictions contained in this
         Section 9 to be reasonable, if a final judicial determination is made
         by a court of competent jurisdiction that the time or territory or any
         other restriction contained in this Agreement is an unenforceable
         restriction against Executive, the provisions of this Agreement shall
         not be rendered void but shall be deemed amended to apply as to such
         maximum time and territory and to such maximum extent as such court may
         judicially determine or indicate to be enforceable. Alternatively, if
         any court of competent jurisdiction finds that any restriction
         contained in this Agreement is unenforceable, and such restriction
         cannot be amended so as to make it enforceable, such finding shall not
         affect the enforceability of any of the other restrictions contained
         herein.

         10. Confidentiality. The Executive acknowledges that Executive has
acquired and will acquire information respecting the business and affairs of the
Company, its subsidiaries and affiliates, including, but not limited to,
business and strategic plans, forecasts and projections, profits, information
regarding the identity, address and key contacts of Company customers, prospects
and suppliers, their needs, preferences and any pricing or bidding constraints,
customer and supplier agreements and the terms thereof, policy and procedure
manuals, recipes, menus and accounting forms and procedures ("Confidential
Information"). Accordingly, the Executive shall keep confidential and not
disclose to any person or use (except as required in the conduct of the business
of the Company in the ordinary course and consistent with past practice) all
such Confidential Information, except as required by law (provided prior written
notice thereof is given by the Executive to the Company) or with the Company's
written consent, unless such information is known generally to the public or the
trade (through sources other than the Executive's unauthorized disclosure). Upon

                                     Page 7

<PAGE>




termination of his employment for any reason, the Executive shall deliver to the
Company all Confidential Information (in any form, including, but not limited
to, electronic media) in his possession or subject to his control that belongs
to the Company.

         11. Specific Performance. Executive acknowledges and agrees that the
Company's remedies at law for a breach or threatened breach of any of the
provisions of Section 9 or Section 10 would be inadequate and the Company would
suffer irreparable damages as a result of such breach or threatened breach. In
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to cease making any payments or providing
any benefit otherwise required by this Agreement and obtain equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

         12. Miscellaneous.

         (a) Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New York, without regard to
         conflicts of laws principles thereof.

         (b) Entire Agreement/Amendments. This Agreement contains the entire
         understanding of the parties with respect to the employment of
         Executive by the Company. There are no restrictions, agreements,
         promises, warranties, covenants or undertakings between the parties
         with respect to the subject matter herein other than those expressly
         set forth herein. This Agreement may not be altered, modified, or
         amended except by written instrument signed by the parties hereto.

         (c) No Waiver. The failure of a party to insist upon strict adherence
         to any term of this Agreement on any occasion shall not be considered a
         waiver of such party's rights or deprive such party of the right
         thereafter to insist upon strict adherence to that term or any other
         term of this Agreement. A waiver or consent shall only be effective if
         in writing and signed by the party against whom the waiver or consent
         is to be enforced.

         (d) Severability. In the event that any one or more of the provisions
         of this Agreement shall be or become invalid, illegal or unenforceable
         in any respect, the validity, legality and enforceability of the
         remaining provisions of this Agreement shall not be affected thereby.

         (e) Assignment. This Agreement shall not be assignable by Executive.
         This Agreement may be assigned by the Company to a person or entity
         which is an affiliate or a successor in interest to substantially all
         of the business operations of the Company, whether in connection with a
         Sale, or otherwise. Upon such assignment, the rights and obligations of
         the Company hereunder shall become the rights and obligations of such
         affiliate or successor person or entity.

         (f) Successors; Binding Agreement. This Agreement shall inure to the
         benefit of and be binding upon personal or legal representatives,
         executors, administrators, successors, heirs, distributees, devises,
         legatees and permitted assigns.

         (g) Notice. For the purpose of this Agreement, notices and all other
         communications provided for in the Agreement shall be in writing and
         shall be deemed to have been duly given when delivered by hand or
         overnight courier or three (3) days after it has been mailed by United
         States

                                     Page 8

<PAGE>




         registered mail, return receipt requested, postage prepaid, addressed
         to the respective addresses set forth below, or to such other address
         as either party may have furnished to the other in writing in
         accordance herewith, except that notice of change of address shall be
         effective only upon receipt.

                  If to the Company:
                  Volume Services America Holdings, Inc.
                  201 East Broad Street
                  Spartanburg, SC  29306
                  Attention:  General Counsel

                  If to Executive:

                  Lawrence E. Honig
                  515 Guildhall Place
                  Alpharetta, GA  30022-8535

         (h) Indemnification. The Executive shall be entitled to be indemnified
         for acting as an officer and director in accordance with the Company's
         Certificate of Incorporation and By-Laws. The Company agrees
         specifically that it shall maintain provisions in its Certificate of
         Incorporation and By-Laws relating to exculpation or indemnification of
         officers and directors thereof (unless prohibited by law) such that the
         Executive shall continue to be entitled to such exculpation and
         indemnification as was in effect immediately prior to the date hereof
         under the Certificate of Incorporation and By-Laws of the Company (or
         any equally favorable arrangement) to the fullest extent permitted
         under the laws of the applicable jurisdiction of incorporation. The
         Company also shall maintain directors and officers liability insurance
         coverage for the Executive.

         (i) Arbitration. Any and all disputes or controversies arising out of
         or relating to this Agreement, other than claims brought pursuant to
         Section 9 or 10, shall be resolved by arbitration at the American
         Arbitration Association (the "AAA") at its New York City offices before
         a panel of three arbitrators under the then existing rules of the AAA.
         The parties agree that in any such arbitration, the arbitrators shall
         not have the power to reform or modify this Agreement in any way and to
         that extent their powers are so limited. The determination of the
         arbitrators shall be final and binding on the parties and judgment on
         it may be entered in any court of competent jurisdiction. The
         prevailing party in arbitration in connection with the enforcement of
         this Agreement shall be entitled to recover from the other party all
         reasonable out-of-pocket costs and disbursements (including, without
         limitation, counsel fees and expenses) and any and all charges that may
         be made in the cost of the arbitration and the fees of the arbitrators
         or any other enforcement thereof. THE PARTIES HERETO HEREBY WAIVE A
         JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.

         (j) Executive Representation. Executive hereby represents to the
         Company that the execution and delivery of this Agreement by Executive
         and the Company and the performance by Executive of Executive's duties
         hereunder shall not constitute a breach of, or otherwise contravene,
         the terms of any employment agreement or other agreement or policy to
         which Executive is a party or otherwise bound.

         (k) Cooperation. Executive shall provide his reasonable cooperation in

                                     Page 9

<PAGE>




         connection with any action or proceeding (or any appeal from any action
         or proceeding) which relates to events occurring during Executive's
         employment hereunder. This provision shall survive any termination of
         this Agreement.

         (l) Withholding Taxes. The Company may withhold from any amounts
         payable under this Agreement such Federal, state and local taxes as may
         be required to be withheld pursuant to any applicable law or
         regulation.

         (m) Counterparts. This Agreement may be signed in counterparts, each of
         which shall be an original, with the same effect as if the signatures
         thereto and hereto were upon the same instrument.

                IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

VOLUME SERVICES AMERICA
HOLDINGS, INC.


/s/ Janet L. Steinmayer                            /s/ Lawrence E. Honig
_________________________                          __________________________
By:                                                Lawrence E. Honig
Title:


                                    Page 10