COMPASS GROUP RETIREMENT PLAN SUMMARY PLAN DESCRIPTION

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1 COMPASS GROUP RETIREMENT PLAN SUMMARY PLAN DESCRIPTION September 2012

2 CONTENTS Introducing Your Retirement Plan... 1 Eligibility and Enrollment... 2 Who is Eligible... 2 Enrolling in the Plan... 3 Who Pays for the Plan... 3 Building Your Plan Account... 3 Your Before-Tax Contributions... 3 Company Matching Contributions... 5 An Example of Your Savings (with base match)... 6 An Example of Your Savings (with base and bonus match)... 7 Rollover Contributions... 8 Investment Growth... 8 Investing Your Savings... 9 Vesting in the Plan... 9 Years of Service Hours of Service Service Period of Severance Forfeitures Returning to Work After Termination of Employment Changing Your Plan Elections Receiving Your Plan Account Distributions Loans Withdrawals Account Statements How Taxes Affect Your Benefits How to Apply for Benefits Filing a Claim If Your Claim Is Denied Other Important Information About the Plan Internal Revenue Service Limits Nonassignment of Benefits/Qualified Domestic Relations Orders (QDROs) Top-Heavy Rules Continuance of the Plan Pension Benefit Guaranty Corporation Administrative Information i September 2012

3 Your Rights Under ERISA Appendix A Service This Summary Plan Description of the Compass Group Retirement Plan highlights the main provisions of the plan as of September Full details of the Plan are contained in the plan document, which is available from the Retirement Plan Committee. In the event the information in this description and the official plan document vary, the plan document will prevail. Compass has always had and continues to have the right to terminate, suspend, withdraw, amend, or modify the Plan at any time. Any such change or termination of benefits will be based solely on the decision of Compass. This description does not create a contract or a guarantee of employment between Compass and any individual. ii September 2012

4 Introducing Your Retirement Plan The Compass Group Retirement Plan ( Plan ) is a retirement plan that makes it easy for you to save regularly for future financial needs, reduce the amount of federal income taxes you pay today and avoid paying taxes on your investment earnings until later. Wells Fargo Institutional Retirement and Trust ( Wells Fargo ) provides investment management, trustee and recordkeeping services for the Plan. Financial experts encourage us to save for the future, starting now, regardless of our age. But because many of us are not disciplined enough to set aside a portion of each paycheck, we need a plan designed to help us save. The Compass Group Retirement Plan is just that. Here is how: Your before-tax contributions. You can contribute from 1% to 50% of your beforetax pay to your Plan account. Because your contributions are made on a before-tax basis, you reduce your taxable pay. Catch-up contributions. If you attain age 50 during the year, or if you are older than 50 now, you qualify for the catch-up contribution. You also qualify for the catch-up contribution in all future years if you are age 50 or older. To make a catch-up contribution, you must first exhaust your right to make before-tax contributions under the normal provisions of the Compass Group Retirement Plan. There is an annual limit on the amount of catch-up contributions you can make each year. See Catch- Up Contributions on page 4 below for more details. Company matching contributions. Base matching contributions. At the discretion of the Board, the Company may make a base matching contribution each year. If a base matching contribution is approved for the year, the Company will match your before-tax contributions, up to a maximum of 6% of your yearly pay, at a rate determined by the Board. The base matching contribution rate for 2012 is 35 per each dollar you contribute to the plan. Bonus matching contributions. At the discretion of the Board, the Company may make an additional bonus matching contribution each year for certain salaried associates. This additional bonus matching contribution is also based on each eligible associate s before-tax contributions, up to a maximum of 6% of the associate s yearly pay. The rate of any bonus matching contribution will be decided by the Board each year. The bonus matching contribution rate for 2011 was 15 per each dollar contributed to the plan by eligible participants. See Company Matching Contributions on page 5 below regarding the eligibility requirements for the bonus matching contribution. A choice of investment funds. You determine how your contributions and matching contributions are invested. You also can change your investment mix at any time. 1 September 2012

5 Convenient, automatic payroll deductions. It is easy to make contributions because they are taken out automatically each pay period. You may change the percentage amount of your payroll deductions or stop your contributions as often as you wish. However, if you make such a change, you may have to wait until the next business day to make another change. Quarterly statements. These keep you up-to-date on how your Plan account is performing. 24-hour access to your account. Most transactions, from changing your savings percentage to investment selection, loan processing, account reporting and payment requests can be handled by contacting the Wells Fargo Retirement Service Center. You may contact the Wells Fargo Retirement Service Center by calling during business hours (7:00 a.m. to 10:00 p.m. Eastern Time) if you want to speak to a service representative, or after business hours by calling the 24-hour automated Retirement Service Center line. The Wells Fargo Retirement Service Center number is You will need to set up a personal identification number ( PIN ) when you call. You may also access the Wells Fargo Retirement Plan website at wellsfargo.com/myretireplan. You will need your Social Security Number and your birth date to contact Wells Fargo via the web. Daily account valuation. The value of your account is determined daily. This Summary Plan Description explains how the Compass Group Retirement Plan works and includes important rules and limitations. Please read it carefully and share it with your family. If you have questions this summary does not answer, contact the Retirement/Savings Department at (select option 3). Eligibility and Enrollment Who is Eligible If you are a full-time or part-time associate of Compass Group USA, Inc. (or any affiliated company that is a participating company), you are eligible to participate in the Plan. You are not eligible if you are: A nonresident alien who does not receive US source income, Employed in Puerto Rico on or after December 5, 2003, A temporary or on-call employee, A leased employee, or 2 September 2012

6 A certain higher paid associate. Enrolling in the Plan If you meet the eligibility requirements, you can join the Plan after 3 months of employment. Upon eligibility, you will receive a communication (usually a post card) notifying you about the Plan, and you will also receive an enrollment kit. You can enroll in the Plan by contacting the Wells Fargo Retirement Service Center at and following the prompts (customer service representatives are available during the hours of 7 a.m. and 10 p.m. Eastern Time), or via the web at: wellsfargo.com/myretireplan. Participation in the Plan is completely voluntary. If you do not want to join when you first become eligible, you can join at any time thereafter by calling the Wells Fargo Retirement Service Center at or via the web at: wellsfargo.com/myretireplan. Keep in mind, however, that you can save under the Plan and receive the base match and/or the bonus match by contributing as little as 1% of your pay. Who Pays for the Plan The Plan is funded by a combination of contributions made by you and the Company. These funds are deposited into a trust fund, where they are held for the benefit of Plan participants and beneficiaries. The participants pay the administrative costs of the Plan. Building Your Plan Account Your Plan account can grow in several ways: Your before-tax contributions; Your catch-up contributions, if applicable; Company base matching contributions; Company bonus matching contributions, if applicable; Your rollover contributions; and Investment growth. Your Before-Tax Contributions You can save from 1% to 50% - in whole percentages - of your pay in the form of beforetax contributions. Please note that the Plan may limit the amount highly compensated 3 September 2012

7 associates can contribute to the Plan. If you are affected by this limit, you will be notified. For Plan purposes, pay means the cash compensation paid to you during the calendar year as reported or reportable on Internal Revenue Service (IRS) Form W-2, plus any beforetax contributions you make to the Plan or any other Compass benefit plan. Dollar Limit on Before-Tax Contributions. The amount of pay you may contribute on a before-tax basis is subject to an annual dollar limitation set each year by the IRS. With the exception of catch-up contributions, this is the maximum amount that you may contribute on a before-tax basis. The dollar limit in 2012 is $17,000, and thereafter will be indexed for inflation. Catch-up contributions may be made in addition to the dollar limit. Limitations on Allocations. The Internal Revenue Code (the Code ) also imposes limits on the total amount of annual contributions that may be allocated to your account in the plan. These limits may require that the plan administrator reduce the amount of the contributions and forfeitures (see Forfeitures on page 12) that are allocated to your account. Generally, the limit is the lesser of (a) 100% of your pay or (b) the dollar limit in effect for the current year. The 2012 dollar limit is $50,000. Catch-Up Contributions. If you will attain age 50 during the year, or if you are older than 50 now, you qualify for catch-up contributions. You will also qualify for the catchup contributions in all future years if you are age 50 or older. If you qualify to make a catch-up contribution, you must first contribute either (1) the dollar amount established by the IRS as the Annual Deferral Limit for 401(k) Plans (or the lesser limit applied by the Plan to highly compensated employees), or (2) the plan limit on before-tax contributions (50%). Once you have made the requisite before-tax contribution, you may make the catch-up contribution an additional before-tax amount. The catch-up contribution limit is $5,500 in 2012, and thereafter will be indexed for inflation. Catch-up contributions are subject to the same withdrawal restrictions as apply to other before-tax contributions. Catch-up contributions are not eligible for Company matching contributions. Catch-up contributions are available for hardship withdrawals and loans. How Before-Tax Contributions Work. Contributing on a before-tax basis means your savings are deducted from your pay before federal income and, in most locations, state and local taxes are withheld. As a result, your taxable income is reduced so you pay less in taxes. However, when you eventually receive a distribution from the Plan, you pay regular income taxes on this money. Even though your taxable income is reduced when you make before-tax contributions to the Plan, the level of your other pay-related benefits such as life insurance and disability benefits will not be affected. The value of these benefits continues to be based on your full pay (as defined under those plans) before you contribute to the Plan. 4 September 2012

8 Please note that before-tax contributions do not reduce Social Security taxes (FICA tax) or Social Security benefits. Company Matching Contributions Base Matching Contributions. To help you accumulate retirement savings, the Company may match a portion of your before-tax contributions. This is called the base matching contribution. The base matching contribution is discretionary and must be decided and approved by the Board of Compass Group USA, Inc. each year. For the 2012 plan year, the base matching contribution is that for every before-tax dollar you contribute from 1% to 6% of your pay, the Company contributes 35 to your Plan account. Base matching contributions will be added to your Plan account each pay period. The Company does not match your contributions above 6%. However, your contributions above 6% do share in the investment results of the funds you select and grow on a tax-deferred basis. Bonus Matching Contributions. If you are a salaried associate, the Company may match a portion of your before-tax contributions in addition to the base matching contribution if you meet certain requirements as stated below. This is called the bonus matching contribution. The bonus matching contribution is discretionary and must be approved by the Board of Compass Group USA, Inc. each year. For the 2011 plan year, the bonus matching contribution was 15 on each dollar up to 6% of participant contribution. To be eligible to receive a bonus matching contribution, you must meet all of the following requirements: You are a salaried associate; You are employed by Compass Group USA, Inc. (or any of its affiliates participating in the Plan); Your accrued benefit in the Morrison Management Specialists, Inc. Executive Supplemental Plan or the Morrison Management Specialists, Inc. Management Retirement Plan was frozen effective December 31, 2002, or you are not eligible to participate in the Morrison Management Specialists, Inc. Executive Supplemental Plan or the Morrison Management Specialists, Inc. Management Retirement Plan; Your accrued benefit in the Compass Group USA, Inc. Retirement Plan for Salaried Employees was frozen effective February 28, 2002, or you are not eligible to participate in the Compass Group USA, Inc. Retirement Plan for Salaried Employees; and 5 September 2012

9 You are actively employed by the Company on the last day of the plan year (December 31), retire during the plan year, die during the plan year, are on an approved leave of absence on the last day of the plan year, or have been involuntarily terminated during the plan year. If you are eligible to receive the bonus matching contribution, the bonus matching contribution will be added to your Plan account following the end of the calendar year. The Company does not match your contributions above 6%. However, your contributions above 6% do share in the investment results of the funds you select, and grow on a tax-deferred basis. An Example of Savings (with base match) For this example, assume you earn $30,000 a year and you decide to save 6% of your pay, or $1,800, in the Plan. Also assume you have an effective combined tax rate of 20% for federal and state taxes. The following shows how your before-tax contributions increase your spendable income and how matching contributions help your account grow: Before-tax Savings Through the Plan Ordinary Savings Account Annual Pay $30,000 $30,000 6% before-tax contribution to the Plan -1,800-0 Taxable Income $ $30,000 Tax of 20% -5,640-6,000 6% ordinary (after tax) savings -0-1,800 Spendable income $22,560 $22,200 Immediate Gain through Tax savings $ 360 $ 0 Company matching contribution (35% of first 6% you save--base match) $ 630 $ 0 Total Immediate Plan Advantage $ 990 $ 0 As you can see, in this example you would have $360 more in current spendable income by saving 6% of your pay ($1,800) through the Plan on a before-tax basis instead of through an ordinary savings account. You come out even further ahead when you consider the Company matching contributions. In this example, you would receive an additional $630 from the Company, 6 September 2012

10 for a total immediate Plan advantage of $990. If you save through an ordinary savings account, all you would have is your savings of $1,800. Keep in mind that taxes are only deferred. You will be responsible for paying income taxes on your before-tax contributions, Company matching contributions, and investment earnings when you receive the money. An Example of Savings (with base and bonus match) For this example, assume you earn $30,000 a year and you decide to save 6% of your pay, or $1,800, in the Plan. Also assume you have an effective tax rate of 20% for federal and state taxes. The following shows how your before-tax contributions increase your spendable income and how matching contributions help your account grow: Before-tax Savings Through the Plan Ordinary Savings Account Annual Pay $30,000 $30,000 6% before-tax contribution to the Plan -1,800-0 Taxable Income $28,200 $30,000 Tax of 20% ,000 6% of ordinary (after-tax) savings -0-1,800 Spendable income $22,560 $22,200 Immediate Gain through Tax savings $ 360 $ 0 Company matching contribution (35% of first 6% you save--base match) $ 630 $ 0 (15% of first 6% you save--bonus match) Total Company matching contribution $ 900 $ 0 Total Immediate Plan Advantage $ 1,260 $ 0 As you can see, in this example you would have $360 more in current spendable income by saving 6% of your pay ($1,800) through the Plan on a before-tax basis instead of through an ordinary savings account. You come out even further ahead when you consider the Company matching contributions. In this example, you would receive an additional $900 from the Company, for a total immediate Plan advantage of $1,260. If you save through an ordinary savings account, all you would have is your savings of $1, September 2012

11 Keep in mind that taxes are only deferred. You will be responsible for paying income taxes on your before-tax contributions, Company matching contributions, and investment earnings when you receive the money. Rollover Contributions You may rollover or directly transfer certain types of savings into the Plan. By doing so, you will continue to defer income tax on that money and have the same investment opportunity as your before-tax, base matching contributions, bonus matching contributions, if any, and catch-up contributions, if any. You may rollover or directly transfer savings into the Plan if they are from another qualified plan for example, a prior employer s 401(k) plan, a 403(b) annuity contract, a 457(b) plan, or an individual retirement account or annuity described in Internal Revenue Code section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income. A qualified plan, such as the Compass Group Retirement Plan, is one that meets certain IRS requirements and is therefore subject to special tax rules. For more information about rollovers, see How Taxes Affect Your Benefits on page 17. If you are interested in making a rollover contribution to the Plan, please call the Wells Fargo Retirement Service Center at Rollover forms are available via the web at: wellsfargo.com/myretireplan. Special Rules for Military Participants If you were absent from employment on account of qualified military service and you resume employment while your reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act (USERRA), you may make up missed Before-Tax Contributions and, if applicable, Catch-up Contributions for the period of military service. Any such make-up Before-Tax Contributions and Catch-up Contributions will be by payroll withholding. In addition, the Company will contribute matching contributions that would have been made had you contributed the Before-Tax Contributions during your period of military service. Investment Growth Your Plan account can also increase through investment growth in the Plan s funds. Any investment earnings continue to grow tax-deferred as long as the funds remain in the Plan just like your before-tax contributions, base matching contributions, bonus matching contributions, if any, catch-up contributions, and rollover contributions. Most other savings vehicles tax your investment earnings in the year you receive them. See Investing Your Savings below for information about your investment opportunities. 8 September 2012

12 Investing Your Savings You have a choice of funds for investing your before-tax contributions to the Plan. You can invest in any or all of the funds in 1% increments. Keep in mind that base matching contributions, bonus matching contributions, if any, and catch-up contributions, if any, will be invested in the same options and in the same proportion as your before-tax contributions. Rollover contributions, if any, may be invested in different options. The Plan is intended to constitute a plan described in Section 404(c) of ERISA, and Title 29 of the Code of Federal Regulations Section (c)-1. Therefore, the fiduciaries of the Plan may be relieved of liability for any losses, which are the direct and necessary result of investment directions given by you or your beneficiary. You may review the Plan investment fund choices, their respective performances, and their fees by accessing: wellsfargo.com/myretireplan. In addition, you may obtain information about the investment fund choices by calling the Wells Fargo Retirement Service Center at Vesting in the Plan Vesting means you have a permanent right to your Plan account. You are always 100% vested in your before-tax contributions, rollover contributions, catch-up contributions and any investment gains or losses on that money. In other words, if you leave the Company for any reason, you are eligible to receive all of your own contributions, including vested earnings and losses on those contributions. However, you must become vested in the part of your Plan account that is made up of base matching contributions, bonus matching contributions, if any, and any investment gains or losses on that money. You will be fully (100%) vested in this part of your Plan account when you: Reach normal retirement age of 60; Become disabled (as defined by the Company); Die; or Complete the necessary years of service based on the following vesting schedule: Years of Service Vesting Percentage Less than 1 0% 1 but less than 3 50% 3 or more 100% If you stop working before you are fully vested, you will lose any right to the nonvested base matching contributions and bonus matching contributions, if any, including 9 September 2012

13 investment earnings on those contributions. See Forfeitures on page 12. Years of Service In determining your years of service for vesting purposes, the Plan will count each 12- month or 365-day period as a vesting year of service. Except as otherwise provided, all periods of service including separate periods of service interrupted by termination of service or a period of severance will be aggregated, in accordance with the following rules: 30 days of service equals a month of service in the aggregation of fractional months; If you terminate employment and then perform an hour of service within 12 months from the date of your termination, the period of severance counts as service; If you terminate your employment during an absence from service of 12 months or less for any reason other than your termination of service and then perform an hour of service within 12 months from the date you were first absent from service, the period of severance counts as service; A period of service prior to a period of severance is taken into account for purposes of determining service for eligibility to participate in the Plan unless you incurred 5 consecutive 1-year breaks in service; A period of service prior to a period of severance is taken into account for purposes of determining your nonforfeitable interest in Company matching contributions if you had attained any vested interest in the Plan prior to the period of severance; If you have not attained any vested interest prior to a period of severance, a period of service prior to a period of severance is taken into account for purposes of determining your nonforfeitable interest in Company matching contributions unless the number of consecutive 1-year breaks in service equals or exceeds the greater of (i) 5, or (ii) the aggregate number of years of service before the consecutive breaks in service (such aggregate numbers not including years of service disregarded by reason of prior breaks in service); and If you are absent from employment due to qualified military service and you return to service while your reemployment rights are protected under USERRA, you will not be considered to have had a break in service and you will receive credit for the period of qualified military services for purposes of determining both your eligibility to participate in the plan and your nonforfeitable interest in company matching contributions. Notwithstanding the above, periods of service under the Compass Group USA, Inc. Employee Savings Plan, the Restaurant Associates Corp. 401(k) Savings Plan, the Statewide Services, Inc. 401(k) Plan, the Inter Pacific Management, Inc. 401(k) Salary 10 September 2012

14 Savings Plan, the ABP Corporation 401(k) Plan, the Flik International Corp. 401(k) Profit Sharing Plan, the Newport Services, Inc. Savings and Retirement Plan, the Creative Host Services, Inc. 401(k) Retirement Plan, the Covenco Management Services, LLC Retirement and Savings Plan, the Bon Appetit Management Co. 401(k) Savings Plan, the Trettco, Inc. Salary Reduction Plan, the Foodbuy, LLC 401(k) Plan, the Coffee Distributing Corp. 401(k) Savings Plan, and the Crothall Healthcare Inc.-St. Agnes Profit Sharing Plan shall be determined in accordance with the terms of the applicable plan and the Treasury Regulations. Hours of Service Hours of service are those hours for which you are paid by the Company. You will be credited with hours actually worked and also hours for which you are entitled to be paid even when you are not at work. Some examples of times when you may receive credit for hours of service without actually being at work are: Vacation and holidays; Sickness or disability; Temporary layoffs (subject to recall); Leaves of absence (including military leave); Jury duty; and Time for which you are due back pay. Not withstanding the above, you will not receive credit for hours when you are not at work if you are receiving payments from workers compensation, unemployment programs, or government-sponsored disability insurance. Service Service means employment with the Company (or with an affiliate). For any group of people who became employees of the Company as a result of an acquisition or merger, service may also include periods of employment with a prior employer for various purposes under the Plan, subject to the discretion of the Board of Compass Group USA, Inc. Currently, the Plan provides credit for all periods of employment with any company listed in Appendix A for purposes of computing service for eligibility to participate in the plan and for vesting. Period of Severance A period of severance is the period of time starting on the date of termination from employment and ending when you again perform an hour of service for the Company. A 11 September 2012

15 period of severance will commence on the second anniversary of an authorized maternity or paternity leave of absence. Forfeitures If you leave the Company before becoming fully vested, the nonvested portion of your Plan account is forfeited and returned to the Plan. These forfeitures will be applied to restore any amount forfeited and later required to be restored as described below, to reduce future Company matching contributions, or to reduce administrative expenses of the Plan. Returning to Work After Termination of Employment If you return to work within 5 years of termination, you will again be eligible to participate in the Plan on the first day following your return to work. Your service before and after your time away will be counted for vesting purposes. If you were not fully vested when you left the Company, you will forfeit any nonvested base matching contributions and bonus matching contributions, if any, made to your account, including earnings on those contributions. If you then return to work within 5 years after leaving, the nonvested base matching contributions, bonus matching contributions, if any, and earnings, which you forfeited, will be restored to your account. If you received a distribution of the vested portion of your Plan account when you terminated, you must repay that amount before the nonvested amounts, which you forfeited, will be restored to your account. Changing Your Plan Elections The Plan allows you the flexibility to change your savings and investment decisions, simply by contacting the Wells Fargo Institutional Retirement and Trust via the 24-hour automated Retirement Service Center line or during business hours (7:00 a.m. to 10:00 p.m. Eastern time) if you want to speak to a service representative. The Wells Fargo Retirement Service Center number is You may also access the Wells Fargo Retirement Plan website at: wellsfargo.com/myretireplan. You can make the following changes: Change or stop your contribution percentage. You may stop or change the percentage amount of your payroll deductions at any time by calling the Wells Fargo Retirement Service Center or accessing the Wells Fargo Retirement Plan website. You can make this change as often as you wish. However, if you make such a change, you may have to wait until the next business day to make another change. Changes will become effective within the next two pay periods following the processing of your request. 12 September 2012

16 Change your investment elections for future contributions. This is known as an investment allocation change. You can make investment allocation changes as often as you wish by calling the Wells Fargo Retirement Service Center or accessing the Wells Fargo Retirement Plan website any time, day or night. Your transaction will occur the same day if you call before 4:00 p.m. Eastern Standard Time on any business day. Transfer your existing investment among the funds. This is known as an exchange. You can make exchanges as often as you wish by calling the Wells Fargo Retirement Service Center or accessing the Wells Fargo Retirement Plan website any time, day or night. Your transaction will occur the same business day if you call before 4:00 p.m. Eastern Standard Time on any business day. Beneficiary designation. When you enroll in the Plan, you must name a beneficiary to receive benefits in the event of your death. Simply log in to: wellsfargo.com/myretireplan. Upon access, select Beneficiary Information. An Identify Beneficiary page will appear for you to complete. If you are married, your spouse is automatically your primary beneficiary, unless your spouse consents in writing to your designation of someone else and the consent is witnessed by a notary public. If you fail to designate a beneficiary, your benefits will be paid first to your spouse and then to your estate. You should review your beneficiary designation periodically, particularly if you have had a change in your marital status. You may designate your beneficiary via phone by calling the Wells Fargo Retirement Service Center at Beneficiary changes may be made via phone or via the web. Receiving Your Plan Account The Plan is designed so that your Plan account may be distributed to you at retirement or when you leave the Company, if sooner. However, you may be able to access your money while you are actively working for the Company. The following paragraphs describe the key features of distributions and withdrawals. You can request a loan, distribution, or withdrawal by calling the Wells Fargo Retirement Service Center at , or by accessing the Wells Fargo Retirement Plan website at: wellsfargo.com/myretireplan. You must enter your User ID and Password. Distributions You or your beneficiary can receive your Plan account as a distribution when you: Retire; Sever your employment; Fail to return from a leave of absence; Become disabled (as defined by the Company); or 13 September 2012

17 Die. If you terminate employment and the total value of your vested Plan account is more than $1,000, you may take a total distribution of your account or you may leave your account in the Plan. In determining whether your vested Plan account is more than $1,000, rollover contributions which you have made to the Plan are included. However, you must begin receiving your Plan benefits no later than the April 1 following the later of (1) the calendar year in which you reach age 70½, or (2) the calendar year in which you retire. If your vested Plan account balance is $1,000 or less, you must take a total distribution at the time of termination. In this case your distribution will be in a single lump sum. If you die while an active employee or after you leave employment but without drawing out your account balance, a distribution of your account balance will be made to your designated beneficiary. Regardless of who your beneficiary is, if the account value is $1,000 or less, the distribution will be made as soon as administratively possible in a single lump sum. If the account value is greater than $1,000 and your beneficiary is your surviving spouse, your spouse may elect an immediate distribution (as soon as administratively possible) or may leave the funds in the Plan until you would have attained age 70½, at which point a distribution will be made. If your beneficiary is not your spouse, then a distribution will be made as soon as administratively possible. However, the distribution may be deferred for 5 years after your death. If you die after you have retired and you are receiving installment payments, then the installments will continue to be paid to your beneficiary pursuant to the installment payout election in place at your death. Except as otherwise provided below, your Plan account is normally paid to you in a single lump sum. However, you (or your beneficiary) may request to receive your Plan account in equal annual installments over a period not to exceed the lesser of (i) 15 years or (ii) your life expectancy or the joint life expectancy of you and your beneficiary. \ Loans As an active associate, you may borrow from your account for any reason. The minimum amount you may borrow is $1,000; the maximum amount is 50% of your account balance, up to $50,000. You must pay your own account back, with interest, through payroll deductions. You may have only one outstanding loan at a time. The interest rate you will pay is 1% plus the Prime Rate as published in the Wall Street Journal on the first business day of each month. The interest rate for the duration of your loan is determined on the day your loan application is initiated and processed by Wells Fargo. There is also a loan-processing fee, (currently $75.00) which will be charged to you. 14 September 2012

18 All loans must be repaid within 5 years, or 15 years if your loan is used to purchase a home you will use as your principal residence. You can only pay off your loan entirely. Partial prepayments are not allowed. If you terminate employment while a loan is still outstanding, you may continue to make payments towards the loan. If you choose not to or are unable to repay your loan, your loan will be considered defaulted and the outstanding loan balance will be considered taxable income to you. In the event of a default, you may also be subject to additional taxes and penalties. Withdrawals The Plan allows you to withdraw money from your account while you are still working for the Company, depending on the type of contributions in your account and your financial need. The six types of withdrawals available are: Rollover contribution withdrawals; After-tax contribution withdrawals; Profit sharing contribution withdrawals; Transfer withdrawals; Hardship withdrawals; and Post Age 59½ withdrawals. Rollover Contribution Withdrawals. If you transfer money into this Plan from another qualified plan or other eligible plan (see page 8), you may withdraw all or a portion of the rollover amount, including any investment earnings on this money. After-tax Contribution Withdrawals. If you made after-tax contributions to the Restaurant Associates Corp. 401(k) Savings Plan or the Compass Group USA, Inc. Employee Savings Plan (formerly known as the Canteen Corporation Profit Sharing Plan) and these contributions were transferred to the Plan, you may withdraw all or a portion of these contributions, including any investment earnings on this money. Profit Sharing Contribution Withdrawals. If profit sharing contributions were made to your Plan account in the Compass Group USA, Inc. Employee Savings Plan prior to 1993 and these contributions were transferred to the Plan, you may withdraw all or a portion of these contributions, including any investment earnings on this money. Transfer Withdrawals. If your account balance in the Service America Corporation Retirement and Savings Plan was transferred to this plan, you may withdraw all or a 15 September 2012

19 portion of the transferred account balance, including any investment earnings on this money. Hardship Withdrawals. If you have an immediate and severe financial hardship, you may be able to withdraw money from your before-tax contributions (including any catchup contributions) and vested base matching contributions and vested bonus matching contributions, including any investment earnings on this money (but excluding any investment income earned on your before-tax contributions after 1988). Notwithstanding the preceding sentence, hardship withdrawals shall not be made from before-tax contributions and all income, expenses, gains, losses and other adjustments allocable to such before-tax contributions previously held in the salary savings contributions account of the Flik International Corp. 401(k) Profit Sharing Plan. The IRS defines financial hardship as an immediate and heavy financial need that you cannot meet through other means, such as a loan from the Plan or elsewhere, rollover or after-tax withdrawals, or other Plan distributions. The hardship distribution cannot be more than the amount of the immediate and heavy financial need. Situations that qualify as a financial need are limited to: Unreimbursed medical expenses incurred for yourself or a dependent (without regard as to whether the expenses exceeded 7.5% of your adjusted gross income); Purchase of your principal residence (other than to make regular mortgage payments) or to prevent your eviction from your principal residence or foreclosure on the mortgage on such residence; Post secondary tuition expenses for yourself or a dependent; Expenses for medical care for a non-custodial child; Funeral expenses for your parent, spouse, child or dependent; Expenses for the repair of damage to your principal residence that qualify for the casualty loss deduction (without regard to whether such loss exceeds 10% of your adjusted gross income); Any other such needs identified and announced by the IRS. To make a hardship withdrawal,, you must obtain the appropriate form from Wells Fargo by contacting the Wells Fargo Retirement Service Center at The withdrawal will be made in a single lump sum as soon as administratively possible following the date your request is approved. Before-tax contributions will automatically be suspended if you make a hardship withdrawal. Before-tax contributions may be resumed only after twelve (12) months 16 September 2012

20 from the effective date of the suspension. You must re-enroll to resume before-tax contributions. Post-Age 59½ Withdrawals. Once you reach age 59½, you can withdraw some or all of the vested money from your Plan account. You are responsible for paying regular income taxes on the amount of your withdrawal in the year you receive the money. If you are under age 59½, an additional penalty (10%) on top of ordinary tax may apply. Income taxes and penalties will not apply to after-tax withdrawals, although they will apply to any investment earnings on that money. For more information on how Plan benefits are taxed, see How Taxes Affect Your Benefits on page 17 below. Account Statements Each quarter you will receive a statement that shows the activity in your Plan account, including: The amount of before-tax contributions you made; The amount of catch-up contributions you made; The amount of Company matching contributions credited to your account; Any rollover contributions you made; Any transfers among the investment funds you have made; Opening and closing balances for each investment fund; Any withdrawals you have made; Loan activity; and Special messages about the Plan. How Taxes Affect Your Benefits The Plan enjoys certain tax advantages because it is intended to be a long-term savings program for retirement. For example, under current federal income tax law, money in your Plan account is not taxable while it is held in the Plan. You will owe income taxes on the taxable portion of your distribution when you receive payment of your benefits. 17 September 2012

21 In addition to ordinary income taxes, you also may owe a 10% penalty depending on when and under what circumstances you receive a distribution. The 10% penalty will not apply in these situations: Your account is paid to you after age 59½; Your account is paid to you after you retire from the Company during or after the year in which you reach age 55; Your account is paid because you become disabled or die; Your account is used to pay tax-deductible medical expenses; Payment is directed to another person pursuant to a Qualified Domestic Relations Order (see page 20); or You roll over or directly transfer the taxable amount of your account to another qualified employer-sponsored plan or an individual retirement account (IRA), or a Roth IRA. Income tax and the 10% penalty will not apply to your after-tax contributions made. They will apply to any investment earnings on that money. When you are eligible to receive a distribution from the Plan, you have several choices: You can elect that the Plan directly roll over your benefits to another qualified retirement plan, or an IRA, or a Roth IRA. In this case, you will avoid paying both ordinary income taxes and the 10% penalty, if applicable. You must elect a direct rollover before you receive your benefits. You may choose to receive part or all of your distribution. In this case, the Plan is required to withhold 20% of the taxable portion you receive to be applied toward your federal taxes. You can still roll over the remaining amount into another qualified plan or IRA within 60 days, and you will defer taxes on that amount. You also may roll over up to 100% of the taxable portion of your distribution. However, you will have to find other money to replace the portion that is withheld. You will receive more detailed information about the tax laws affecting your benefits along with distribution request forms. Tax laws change from time to time, and the tax impact of receiving payments from the Plan will vary with your individual situation. Because the Company cannot give tax advice or counsel, you should consult a professional tax advisor or financial expert for specific advice about your circumstances. 18 September 2012

22 How to Apply for Benefits Filing a Claim You must apply to receive benefits from the Plan. To apply, you or your beneficiary must submit your request for benefits to Wells Fargo. If Your Claim Is Denied If you apply for benefits under the Plan and your claim is denied in whole or in part, you will be notified in writing within 90 days after receipt of the claim. The notification will include the reason for the denial, a description of any additional information needed to process your claim, and an explanation of the claim review procedure. If special circumstances require a delay, you will be notified of the extension during the 90 days following the receipt of your request. If you disagree with the decision, you have the right to appeal. To do so, you, your beneficiary, or your legal representative must submit a written request to the Retirement Plan Committee within 60 days of receiving the notice of denial. If possible, you should include with your request any documents or records that support your appeal. You, your beneficiary, or your legal representative will have the right to review all pertinent Plan documents. You will receive a written decision on your appeal within 60 days of the date the Committee receives your request. If special circumstances require a delay, you will be notified of the extension during the 60 days following the receipt of your request. If the appeal of your claim for benefits is denied, you have certain rights under the law. For more information, see Your Rights Under ERISA on page 22. Other Important Information About the Plan The following is important information about the Compass Group Retirement Plan, certain federal laws, and your rights under the Plan. Please read through this section carefully, paying particular attention to how the Plan is governed by federal law. Internal Revenue Service Limits Federal law limits the amount of your pay that can be considered for plan purposes each year. For the plan year beginning January 1, 2012, the compensation limit is $250,000. The IRS may adjust this compensation limit each year to reflect changes in the cost of living. Also, the IRS sets certain limitations on the amount employees and the Company can contribute to the Plan. These limitations normally affect only higher-paid employees. To meet the IRS guidelines, the Company will regularly administer certain tests to the Plan and notify affected employees. 19 September 2012

23 Nonassignment of Benefits/Qualified Domestic Relations Orders (QDROs) The Trustee, acting under the direction of the Retirement Plan Committee, is responsible for making all payments to Plan participants and beneficiaries. You cannot assign the benefits payable to you to another person. However, benefits will be paid according to a valid Qualified Domestic Relations Order (QDRO). A QDRO is an order from a state court that meets certain legal specifications and directs the Plan to pay all or a portion of a participant s account to a spouse, former spouse, or dependent child. The Retirement Plan Committee has no discretion in these matters. You will be notified if an attempt is made to assign your benefits through a court order. You can obtain a copy of the Plan s QDRO procedures without charge upon written request to the Committee. Parties who submit a QDRO to the Plan may be subject to a fee charged by the QDRO processor. Top-Heavy Rules Under current tax laws, if 60% or more of the value of all account balances belong to key employees, the Plan is considered to be top heavy. Both top-heavy and key employees are terms defined under the Internal Revenue Code. At present, the Plan is not top-heavy and probably will never become top-heavy because it covers so many employees. In the unlikely event that it becomes top-heavy, you will be notified, and special rules will take effect to keep the Plan qualified under the IRS regulations. Continuance of the Plan Although Compass intends to continue the Plan indefinitely, Compass Group USA, Inc., on behalf of itself and all other participating employers, reserves the right to amend or terminate it at any time and for any reason by action of its Board. If the Company terminates the Plan for any reason, you will be 100% vested in your Plan account. The assets in the Plan will be used for the benefit of Plan participants and their beneficiaries. Pension Benefit Guaranty Corporation Benefits provided under the Plan are not insured by the Pension Benefit Guaranty Corporation (PBGC) under Title IV of the Employee Retirement Income Security Act of 1974 (ERISA) because the insurance provisions under ERISA are not applicable to the Plan. 20 September 2012

24 Administrative Information Plan Name Compass Group Retirement Plan Plan Type The Plan is a defined contribution plan. Plan Number 007 Plan Year The plan year is January 1 to December 31. Plan Sponsor Compass Group USA, Inc Yorkmont Road Charlotte, NC (704) Plan Administrator Retirement Plan Committee c/o Compass Group USA, Inc Yorkmont Road Charlotte, NC (704) Employer Identification Number (EIN) Agent for Service of Legal Process Legal process may be served on the Corporate Secretary of Compass Group USA, Inc. at 2400 Yorkmont Road, Charlotte, NC Service of legal process can also be made upon the Plan Sponsor or the Plan Trustee. Plan Trustee Wells Fargo Institutional Retirement and Trust nd Avenue South 8 th Floor Minneapolis, MN September 2012

25 Type of Administration The Company shares the administration of the Plan with Wells Fargo Institutional Retirement and Trust Plan Funding All contributions to the Plan are paid into a trust fund where they are held for the benefit of Plan participants and their beneficiaries. Your Rights Under ERISA As a participant in the Plan, you are entitled to certain rights and protections under federal law as stated in ERISA. ERISA entitles you as a Plan participant to: Examine, without charge, at the Plan Administrator s office and other specified locations, such as worksites and union halls, all documents governing the Plan, including copies of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor, and available at the Public Disclosure Room of the Employee Benefits Security Administration. Upon written request to the Retirement Plan Committee, obtain copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Committee may charge a reasonable amount for the copies. Receive a summary of the Plan s annual financial report. The Retirement Plan Committee is required by law to furnish each participant with a copy of this summary annual report. Receive a statement each year showing the total value of your Plan account. This statement is provided free of charge. If the statement is not provided automatically, you may request it in writing. Prudent Actions by Plan Fiduciaries. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. Enforce your Rights. If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denials, all within certain time schedules. Under ERISA, you can take steps to enforce the rights outlined above. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file 22 September 2012

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