VOLUME SERVICES AMERICA HOLDINGS INC
AMENDED & RESTATED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>y00058exv10w1.txt
<DESCRIPTION>AMENDED & RESTATED EMPLOYMENT AGREEMENT
<TEXT>
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                                                                    Exhibit 10.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated July
23, 2004 by and between Volume Services America Holdings, Inc., a Delaware
corporation (the "Company") and Lawrence E. Honig (the "Executive").

         Executive has been employed by the Company since April 15, 2002
pursuant to that certain Employment Agreement by and between the Company and
Executive dated April 15, 2002, as amended by that certain Amendment and Waiver
dated as of July 1, 2003 (the "Existing Agreement")

         The Company desires to continue to employ Executive and to amend and
restate the Existing Agreement;

         Executive desires to continue in his employment with the Company and to
amend and restate the Existing 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 7 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 7 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 currently performs his duties in the Company's
         office in Spartanburg, South Carolina. Executive may elect to perform
         his duties at another location with the prior approval of the Board of
         Directors, which approval shall not be unreasonably withheld.

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         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
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. 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.

         6. 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.

         7. Termination. The Employment Term and Executive's employment
hereunder 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 7 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 7(c)).

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                           (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 8 or 9 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;

                                    (D) accrued vacation; and

                                    (E) 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 (E)
                           hereof shall be 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 7(a)(iii),Executive shall have no
                           further rights to any compensation or any other
                           benefits under this Agreement.

                  (b) Disability or Death.

                           (i) The Employment Term and Executive's employment
                  hereunder 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 consecutive 12
                  month

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                  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 (A) the Accrued Rights; (B)an amount paid in twenty
                  four (24) monthly installments equal to two times (2x) the
                  Executive's Base Salary over the one-year period prior to the
                  date of his death or Disability; and (C) a pro rata portion of
                  any Annual Bonus (the "Pro Rata Bonus") to which Executive
                  would have been entitled for the fiscal year in which such
                  termination occurs, which Pro Rata Bonus shall be paid in the
                  following fiscal year when other employee bonuses are paid and
                  which shall be calculated by multiplying a fraction
                  representing the portion of the fiscal year for which
                  Executive was employed by the Company (e.g., if employment
                  ends in September, the fraction would be 9/12) by the full
                  Annual Bonus, if any, which Executive would have earned for
                  such fiscal year if he had worked for the full fiscal year. In
                  addition, if the Executive's employment is terminated due to
                  his death, the Company shall continue to provide, for a period
                  of one year from the date of the Executive's death, the
                  Executive's spouse and minor children with medical,
                  hospitalization and dental insurance comparable to that
                  provided by the Company prior to such termination.

                           Following Executive's termination of employment due
                  to death or Disability, except as set forth in this Section
                  7(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;
                  (C) the failure to elect the Executive to serve as a member of
                  the Board; (D) the Company's breach of Section 4; or (E) a
                  "Change of Control" if the Executive terminates his employment
                  hereunder within six (6) months of the date on which the
                  Change of Control takes place;

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                  provided that for purposes hereof, "Change of Control" shall
                  mean (a) any "person" (as such term is used in Section 3(a)(9)
                  and 13(d)(3) of the Securities Exchange Act of 1934) is or
                  becomes the beneficial owner, directly or indirectly, of
                  securities of the company representing 51% or more of the
                  combined voting power of the then outstanding securities of
                  the Company, (b) a change in the composition of a majority of
                  the Board of Directors of the company within twelve months
                  after any person is or becomes the beneficial owner, directly
                  or indirectly, of securities of the Company representing 25%
                  of the combined voting power of the then outstanding
                  securities of the Company, or (c) the sale of substantially
                  all the assets of the Company and/or its operating
                  subsidiaries; provided, further, that the events described in
                  this Section 7(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 except for a
                  "Change of Control," which shall be governed exclusively by
                  clause (E) above, "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 8 and 9,
                           severance equal to two times (2x) the Executive's
                           Base Salary in effect at the time of termination,
                           payable in a lump sum at the time of termination;

                                    (C) continued Employee Benefits (to the
                           extent permissible under the terms of the plans
                           providing such Employee Benefits) for the earlier of
                           eighteen (18) months from the date of termination and
                           the date the Executive receives comparable coverage
                           from a subsequent employer; and

                                    (D) any Pro Rata Bonus to which Executive is
                           entitled, calculated and paid as set forth in Section
                           7(b)(ii) above.

                                    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 7(c)(iii), Executive shall
                           have no further rights to any compensation or any
                           other benefits under this Agreement.

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                  (d) Bonuses.

                  Any provisions concerning the entitlement to a payment of any
         Annual Bonus or Pro Rata Bonus in this Agreement shall be applicable
         notwithstanding any contrary provision in any annual bonus plan.

                  (e) 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 8 and 9 of this Agreement
         shall survive any termination of this Agreement or Executive's
         termination of employment hereunder.

                  (f) 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 11(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.

                  (g) 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.

         8. Non-Competition.

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

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<PAGE>

                  any of its affiliates at any time during the 12 months
                  immediately preceding such solicitation.

                           (ii) For purposes of this Section 8, 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 8 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 8 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.

         9. 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
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.

         10. 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 8 or Section 9 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

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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.

         11. 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, devisees, 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 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.

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                           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
                           8 Torrey Pines
                           Spartanburg, SC  29306

                  (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. Following any Change of
         Control, the Company will promptly pay or reimburse the Executive for
         all costs and expenses incurred by the Executive as a result of any
         claim, action or proceeding arising out of, or challenging the
         validity, advisability or enforceability of, this Agreement or any
         provision thereof.

                  (i) Arbitration. Any and all disputes or controversies arising
         out of or relating to this Agreement, other than claims brought
         pursuant to Section 8 or 9, 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,

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         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 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: Janet L. Steinmayer                           Lawrence E. Honig
Title: Senior Executive Vice President
       General Counsel & Secretary

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