EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into as of the 16th day of November, 2007, by and between G&K SERVICES, INC., a Minnesota corporation with its principal business office in the State of Minnesota (“ Employer ,” as further defined in Section 1.10 below); and Richard L. Marcantonio , a resident of the State of Minnesota.

INTRODUCTION

     A.  Employment . Employer has employed Executive (as defined below) in the capacity of its Chairman of its Board of Directors and its Chief Executive Officer under that Executive Employment Agreement dated December 21, 2006, which amended and superseded the Executive Employment Agreement effective as of August 31, 2004, as amended by that First Amendment to Executive Employment Agreement executed October 3, 2006, which superseded that Executive Employment Agreement effective as of June 2002, and now wishes to enter into this Executive Employment Agreement. Except as otherwise specifically set forth herein, this Agreement (as defined below) is intended to fully supersede all previous agreements between Executive and Employer, including, without limitation, the foregoing agreements and that Change of Control Agreement dated as of November 12, 2002. Executive is also subject to the same polices, terms and conditions as those described in Employer’s employee handbook, its Code of Ethics, policies, and employee benefit plans (as modified from time to time by Employer), except as otherwise specifically provided in this Agreement.

     B.  Code Section 409A . The changes in this Agreement, as compared with the Executive Employment Agreement executed and delivered by Executive and Employer dated December 21, 2006, are intended primarily to reduce the risk that any of the benefits to be provided to Executive under this Agreement will cause adverse tax consequences to Executive under Section 409A of the Internal Revenue Code of 1986, as amended from time to time or any successor legislation, as well as Treasury Regulations and guidance issued thereunder (collectively, “ Code Section 409A ”). The changes also provide Executive with additional benefits, including attorneys’ fees under Section 9.2 and a tax gross-up for Code Section 409A, as described in Section 9.11 .

     C .  Other Intentions . Executive wishes to accept Employer’s offer to continue as its Chairman of the Board of Directors and Chief Executive Officer, and the additional benefits set forth in this Agreement. Executive agrees to continue to be bound by the confidentiality and restrictive covenants carried forward from the previous Executive Employment Agreement entered into between the parties.

AGREEMENT

     In consideration of the facts recited above, which are a part of this Agreement, and the parties’ mutual undertakings in this Agreement, Employer and Executive agree to the following:

ARTICLE 1
DEFINITIONS

     Capitalized terms used generally in this Agreement will be consistently defined throughout the Agreement. The following terms will have the meanings set forth below, unless the context clearly requires otherwise.

     1.1 “ Agreement ” means this Agreement, as it may be amended from time to time.

     1.2 “ Base Salary ” means the total annual cash compensation payable to Executive on a regular periodic basis under this Agreement, other than under Employer’s annual management incentive Plan (as defined below), without regard to any voluntary salary deferrals or reductions to fund employee benefits.

     1.3 “ Board ” means the Board of Directors of Employer.

     1.4 “ Cause ” has the meaning set forth in Section 5.3 .

     1.5 “ Change in Control ” has the meaning set forth in Section 7.1(c) .

     1.6 “ Confidential Information ” has the meaning set forth in Section 8.1 .

     1.7 “ Date of Termination ” has the meaning set forth in Section 5.2(a) .

     1.8 “ Disability ” means the unwillingness or inability of Executive to perform the essential functions of Executive’s position (with or without reasonable accommodation) under this Agreement for a period of ninety (90) days (consecutive or otherwise) within any period of six (6) consecutive months because of Executive’s incapacity due to physical or mental illness, bodily injury or disease and, if Executive has not returned to the full-time performance of Executive’s duties within thirty (30) days after a Notice of Termination is issued by Employer, Executive will on such thirtieth (30 ^th ) day incur his Date of Termination; provided, however, that if Executive (or Executive’s legal representative) does not agree with a determination of the existence of a Disability (or the existence of a physical or mental illness or bodily injury or disease), this determination will be subject to the certification of a qualified medical doctor mutually agreed to by Employer and Executive. In the absence of agreement, each party will nominate a qualified medical doctor and the two doctors will select a third doctor, who will make the determination as to Disability. The decision of the designated physician will be binding upon the parties.

     1.9 “ Effective Date ” shall mean the date referred to in the first paragraph of this Agreement.

     1.10 “ Employer ” means all of the following, jointly and severally: (a) G&K Services, Inc., (b) any Subsidiary of G&K Services, Inc. and (c) any Successor of G&K Services, Inc.

     1.11 “ Executive ” means the individual named in the first paragraph of this Agreement.

     1.12 “ Good Reason ,” with respect to Executive’s termination of employment, has the meaning set forth in Section 5.4 .

     1.13 “ Notice of Termination ” has the meaning set forth in Section 5.2(b) .

     1.14 “ Plan ” means any bonus or incentive compensation agreement, plan, program, policy or arrangement sponsored, maintained or contributed to by Employer in which executive employees of Employer generally are covered, including, without limitation, (a) any stock option or any other equity-based compensation plan, and specifically the G&K Services, Inc. 2006 Equity Incentive Plan, and any predecessor or successor plan thereto (hereinafter the “ Equity Incentive Plan ”) (b) any annual or long-term incentive bonus plan; (c) any employee benefit plan, such as a thrift, profit sharing, deferred compensation, medical, dental, disability income, accident, life insurance, automobile allowance, perquisite, fringe benefit, vacation, sick or parental leave, separation or relocation plan or policy and (d) any other agreement, plan, program, policy or arrangement intended to benefit executive employees of Employer.

     1.15 “ Subsidiary ” means any corporation or other business entity controlled by Employer.

     1.16 “ Successor ” means any corporation, individual, group, association, partnership, limited liability company, firm, venture or other entity or person that, subsequent to the Effective Date, succeeds to the actual or practical ability to control (either immediately or with the passage of time) substantially all of Employer and/or Employer’s business and/or assets, directly or indirectly, by merger, consolidation, recapitalization, purchase, liquidation, redemption, assignment, similar corporate transaction, operation of law or otherwise.

ARTICLE 2
EMPLOYMENT AND DUTIES

     2.1 Employment . Subject to the terms and conditions of this Agreement, Employer hereby continues to employ Executive and Executive accepts such employment for an indefinite term. Executive will continue to serve in the capacity of Employer’s Chairman of the Board of Directors and its Chief Executive Officer reporting to Employer’s Board of Directors. Subject to the respective rights of the parties under this Agreement, this Agreement and Executive’s employment may be terminated by Employer at any time and for any reason, with or without cause. Executive’s employment with Employer is and shall be at all times an employment at will.

     2.2 Duties . While Executive is employed under this Agreement, and excluding any periods of vacation, sick, disability, or other leave to which Executive is entitled or is authorized to take, Executive agrees to devote substantially all of Executive’s attention and time during normal business hours to the business and affairs of Employer and to use Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities assigned to Executive from time to time, in the capacity of Employer’s Chairman of the Board of Directors and its Chief Executive Officer. Executive will comply with each of Employer’s policies and procedures, including those described in Employer’s employee handbook, Code of Ethics, policies, and employee benefit plans, as modified from time to time by Employer; provided, however, that to the extent these policies and procedures are inconsistent with this Agreement, the provisions of this Agreement will control.

     2.3 Relationship of Parties . The relationship between Employer and Executive will be that of employer and employee. Except as otherwise specifically provided in this Agreement, nothing in this Agreement will be construed to give Executive any interest in the assets of Employer. All of the

records and files pertaining to Employer’s suppliers, licensors, licensees and customers, and any Confidential Information, are specifically acknowledged to be the property of Employer and not that of Executive.

ARTICLE 3
COMPENSATION AND BENEFITS

     3.1 Base Salary . Employer will continue to pay Executive a Base Salary at an annual rate as approved from time to time by the Board or the Compensation Committee of the Board, but in any event no less than the annual rate being paid Executive on the Effective Date. The Base Salary is to be paid in substantially equal regular periodic payments in accordance with Employer’s regular payroll practices. Executive’s Base Salary shall not be reduced in amount during the term of this Agreement but otherwise may be increased at any time during Executive’s employment by Employer, and the increased amount will become the Base Salary under this Agreement, subject to any subsequent changes.

     3.2 Other Compensation and Benefits . While Executive is employed by Employer under this Agreement:

     (a) Executive will be permitted to participate in all Plans for which Executive is or becomes eligible under their respective terms.

     (b) Employer may, in its sole discretion, amend or terminate any Plan that provides benefits generally to its employees or its executive officers; provided, however, that in the event Employer terminates its health, dental or life Plan offered to Executive, without replacing the Plan, Executive, while employed, will be entitled to receive as additional compensation an amount equal to Executive’s cost of replacing such terminated benefit with a plan or policy that offers substantially the same benefit as determined by Employer.

     (c) Executive shall be entitled to a target incentive opportunity under Employer’s annual management incentive Plan in effect from time to time, including Executive’s target incentive for fiscal year 2008 established by the Board in August 2007. Executive’s future incentive pay may be increased and determined on an annual basis by the Board; provided, however, that Executive’s target incentive shall not be reduced during the terms of the Agreement, and provided further that any incentive pay established under this Agreement will remain in effect until the Board has completed its next annual review of Executive’s performance. Any incentive pay earned shall be paid no later than two and one-half (2 ¹ / 2 ) months after the close of the later of Executive’s or Employer’s taxable year in which the incentive pay was earned.

     (d) [Reserved.]

     (e) Executive will also be entitled to participate in or receive benefits under any Plan made available by Employer in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of the Plans and the preceding provisions of this Section 3.2 .

     (f) Subject to any plan or program adopted by Employer after the date hereof, Executive will have the use of a personal automobile leased by Employer under its Executive Automobile Program with a value up to the greater of (i) Seventy-Five Thousand Dollars ($75,000.00), (ii) the value set forth in Employer’s Executive Automobile Program, or (iii) such other value as the Board or its Compensation Committee may determine for Executive.

     (g) Executive will have available annual financial planning and tax preparation benefits with a value up to the greater of (i) Five Thousand Dollars ($5,000.00), (ii) the value set forth in Employer’s Plans for such services, or (iii) such other value as the Board or its Compensation Committee may determine for Executive.

     (h) Executive will be entitled to up to six (6) weeks of vacation annually in accordance with Employer’s vacation pay policy, or such greater period of time as the Board or its Compensation Committee may determine from time to time.

     (i) Executive will be entitled to any other fringe benefit that the Compensation Committee of the Board approves for Employer’s Chief Executive Officer, provided that to the extent a fringe benefit is eliminated, Executive will be entitled to compensation equal to the value of the eliminated benefit, as determined by Employer.

     3.3 Limitation on Right to Deferred Compensation . The rights of Executive, or Executive’s beneficiaries or estate, to any deferred compensation under this Agreement will be solely those of an unsecured creditor of Employer. Nothing in this Agreement confers any right on Executive, any of Executive’s beneficiaries, or Executive’s estate to receive, assign rights under, or transfer any compensation, including any deferred compensation, other than as provided for under the applicable Plan.

ARTICLE 4
[RESERVED.]

ARTICLE 5
TERMINATION

     Executive’s employment with Employer may be terminated at any time as of the applicable Date of Termination as follows; provided, however, that those provisions contained in this Agreement which by their terms are to remain enforceable after a Date of Termination shall remain enforceable to the full extent necessary to give them effect:

     5.1 Termination . Except as specifically provided otherwise in this Agreement, this Agreement and Executive’s employment with Employer may be terminated by Employer upon thirty (30) days advance written notice to Executive, or by Executive for any reason or no reason, or at any time by mutual written agreement of the parties. During the period after notice is given, at Employer’s request and sole discretion, Executive will continue to render Executive’s normal service to Employer to the best of Executive’s ability, and Employer will continue to compensate Executive through the Date of Termination as set forth in Section 6.2 . In addition, this Agreement and Executive’s employment under this Agreement will terminate in the event of Executive’s death or Disability, as of the applicable Date of Termination.

     5.2 Date of Termination and Notice of Termination .

     (a) For purposes of this Agreement, “ Date of Termination ” will mean: (i) if Executive’s employment is terminated due to death, the date of Executive’s death; (ii) if Executive’s employment is terminated for Disability, thirty (30) calendar days after the Notice of Termination is provided; (iii) if Executive’s employment is terminated by Employer for Cause, the date stated in the Notice of Termination; (iv) if Executive’s employment is terminated by mutual agreement of the parties, the termination date provided for under the agreement; (v) if Executive’s employment is terminated by Executive voluntarily, the termination date provided to Employer by Executive in Executive’s Notice of Termination; (vi) if Executive’s employment is terminated by Executive for Good Reason, in accordance with the notice requirements of Section 5.4 ; (vii) if Executive’s employment is terminated for any other reason, and subject to the terms of Section 5.1 above, the date stated in the Notice of Termination, unless an earlier date has been expressly agreed to by Executive in writing either before or after receiving the Notice of Termination.

     (b) For purposes of this Agreement, a “ Notice of Termination ” will mean a notice that indicates the date on which termination of Executive’s employment is effective. Any termination by Employer or by Executive under this Agreement, other than Executive’s death, or a termination by mutual agreement, will be communicated to the other party by submission of a written Notice of Termination. If termination is by Employer for Cause or by Executive for Good Reason, the Notice of Termination will set forth in reasonable detail the facts and circumstances claimed to provide the basis for the termination, consistent with the terms of this Agreement.

     5.3 Termination by Employer for Cause . Employer may terminate Executive’s at will employment at any time for Cause, with or without advance notice, except as otherwise provided in this Section 5.3 . For purposes of this Agreement, “ Cause ” means any of the following, with respect to Executive’s position of employment with Employer:

     (a) Executive’s failure or refusal to perform the duties and responsibilities set forth in Section 2.2 , if the failure or refusal (i) is not due to a Disability or a physical or mental illness or bodily injury or disease; or (ii) is not due to Executive’s reasonable best efforts to perform faithfully and efficiently the responsibilities of his position with Employer, acting in good faith in the interests of Employer, its shareholders and employees;

     (b) Any drunkenness or use of drugs that interferes with the performance of Executive’s obligations under this Agreement;

     (c) Executive’s indictment for or conviction of (including entering a guilty plea or plea of no contest to) a felony or of any crime involving moral turpitude, fraud, dishonesty or theft;

     (d) Any material dishonesty of Executive involving or affecting Employer;

     (e) Any gross negligence, or any willful or intentional act or omission of Executive having the effect or reasonably likely to have the effect of injuring the reputation, business or business relationships of Employer in a material way;

     (f) Any willful or intentional breach by Executive of a fiduciary duty to Employer;

     (g) Except as otherwise specifically provided in this Section 5.3 , Executive’s material violation or breach of Employer’s standard business practices and policies;

     (h) Any court order or settlement agreement that prohibits Executive’s continued employment with Employer;

     (i) Any material breach by Executive not covered by any of the above clauses (a) through (h) above of any material term, provision or condition of this Agreement.

     Notwithstanding any of the foregoing, “ Cause ” shall not be deemed to exist unless and until Employer provides Executive with (1) at least ten (10) days prior written notice of its intention to terminate employment for Cause, together with a written statement describing the nature of the Cause, including the clause or clauses of this definition that Employer deems applicable, and (2) if the item constituting Employer’s “Cause” for termination of Executive is within the scope of clauses (a) , (b) , (g) or (i) above, thirty (30) days to cure any acts or omissions on which the finding of Cause is based. If Executive cures, in accordance with the terms of the written notice, the acts or omissions on which the finding of Cause is based, Employer shall not have Cause to terminate Executive’s employment under this Agreement.

     For purposes of this Section 5.3 , no act, or failure to act, on Executive’s part will be considered “dishonest,” “willful” or “intentional” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in or not opposed to, the best interest of Employer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for Employer will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Employer. Furthermore, the term “ Cause ” will not include ordinary negligence or failure to act, whether due to an error in judgment or otherwise, if Executive has exercised substantial efforts in good faith to perform the duties reasonably assigned or appropriate to the position.

     5.4 Termination by Executive for Good Reason . Executive may terminate employment with Employer for Good Reason, upon notice as provided below, and in Section 5.2(a)(vi) . For purposes of this Agreement, “ Good Reason ” will mean any of the following:

     (a) An adverse involuntary change in Executive’s status or position as Chairman and Chief Executive Officer of Employer, including, without limitation, (i) any adverse change in Executive’s status or position as a result of a material diminution in Executive’s duties, responsibilities or authority; (ii) the assignment to Executive of any duties or responsibilities that, in Executive’s reasonable judgment, are significantly inconsistent with Executive’s status or position; or (iii) any removal of Executive from, or any failure to reappoint or reelect Executive to, such position (except in connection with a termination of Executive’s employment for Cause in accordance with Article 5 , or as a result of Executive’s Disability or death);

     (b) Either (i) a reduction by Employer in Executive’s Base Salary, or (ii) a termination or adverse change in Executive’s incentive-based compensation package that materially and adversely affects Executive’s compensation as a whole, other than an adverse

effect attributable to poor performance of Executive or the failure to meet performance goals required to achieve an incentive award;

     (c) The taking of any action by Employer that would materially and adversely affect the physical conditions existing as of the Effective Date that result in Executive being unable to perform Executive’s employment duties for Employer, and under which Executive regularly performs employment duties for Employer;

     (d) Any requirement that Executive relocate (other than on a sporadic or intermittent basis) to a location which is more than thirty-five (35) miles from Employer’s corporate headquarters as of the Effective Date of this Agreement as a necessary condition for Executive to perform his employment duties for Employer;

     (e) Any failure by Employer to obtain from any Successor an assumption of this Agreement; or

     (f) Any purported termination by Employer or by any Successor either of this Agreement or of the employment of Executive that is not expressly authorized by this Agreement; or any breach of this Agreement by Employer at any time, other than an isolated, insubstantial and inadvertent failure that does not occur in bad faith and is remedied by Employer within a reasonable period after Employer’s receipt of notice thereof from Executive.

Provided, however, that Executive’s employment shall not be deemed terminated by Executive for Good Reason unless Executive has first notified Employer of the existence of a Good Reason within ninety (90) days following the incident(s) giving rise to the Good Reason, and Employer shall have failed or refused to remove or otherwise cure the circumstance(s) giving rise to the Good Reason within thirty (30) days of the notification.

ARTICLE 6
PAYMENTS UPON TERMINATION

     6.1 Compensation during Disability . During any period in which Executive fails to perform Executive’s duties under this Agreement as a result of Executive’s incapacity due to physical or mental illness or bodily injury or disease, Executive will continue to receive all Base Salary and other compensation and benefits to which Executive is otherwise entitled under this Agreement and any Plan through Executive’s Date of Termination, but only to the extent that Executive is not receiving substantially equivalent benefits under any Plan maintained by Employer.

     6.2 Compensation Until Date of Termination of Employment . If Executive’s employment under this Agreement is terminated, then Employer will pay Executive the Base Salary through the Date of Termination, plus any other amounts to which Executive is entitled prior to the Date of Termination under this Agreement and under any Plan as provided under the Plan, provided that Executive continues to perform his duties in accordance with Article 2 .

     6.3 Payments Following Termination of Employment by Employer Without Cause, or by Executive for Good Reason . In the event Executive’s employment under this Agreement is terminated by Employer without Cause or by Executive for Good Reason, and provided Executive shall first execute a written release substantially in the form attached to this Agreement as Exhibit A consistent

with this Section 6.3 (the “ Release Agreement ”), and provided further that Executive has not exercised rights to revoke or rescind the release of claims under to the Release Agreement, then Employer shall provide to Executive the following benefits:

     (a) Separation Pay Benefits . Employer will pay to Executive, as separation pay, which Executive has not earned and to which Executive is not otherwise entitled, an amount equal to Executive’s annual Base Salary in effect as of the Date of Termination multiplied by the factor 2.99. That portion, if any, of such separation pay as is equal to the amount that can constitute pay under a “separation pay plan” under Code Section 409A shall be made to Executive in a lump sum payment on the first regular payroll date of Employer as soon as practicable following sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement. That portion, if any, of such separation pay as exceeds the amount that can constitute pay under a “separation pay plan” under Code Section 409A shall be made to Executive in equal weekly payments for twelve (12) months. The first payment of benefits under the foregoing sentence will commence on the first regular payroll date of Employer following the six (6) month anniversary of the date of Executive’s “separation from service,” as defined in Code Section 409A, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement. Provided, however, that in the event any portion of the payments due under this Section 6.3(a) would result in adverse tax consequences to Executive under Code Section 409A, taking into account all amounts otherwise payable to Executive under this Agreement, then, to such extent, all or such portions of any payment under this Section 6.3(a) shall be delayed until the later of (i) the time of payment set forth above or (ii) the first regular payroll date of Employer following the six (6) month anniversary of the date of Executive’s “separation from service,” as defined in Code Section 409A (or Executive’s death, if earlier). The initial payment shall include all payments (without interest) that would have been made had payment of benefits commenced as otherwise provided in this Section 6.3(a) .

     (b) In-Kind Benefits .

     (i) If Executive (or any individual receiving group health Plan benefits through Executive) is eligible under applicable law to continue participation in Employer’s group health Plan following the Date of Termination and elects to continue these benefits, Employer will, for a period of up to eighteen (18) months commencing as of the Date of Termination, continue to pay Employer’s share of the cost of these benefits as i