Imperial Parking Corp Sample Contracts

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FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2000 • Imperial Parking Corp • Services-automotive repair, services & parking • New York
BY Imperial Parking LIMITED AS GUARANTOR IN FAVOUR OF First Union Real Estate Equity and Mortgage Investments AS CREDITOR
Guarantee • March 2nd, 2000 • Imperial Parking Corp • Services-automotive repair, services & parking • New York
WITNESSETH:
Indemnity Agreement • March 2nd, 2000 • Imperial Parking Corp • Services-automotive repair, services & parking • New York
IMPERIAL PARKING CORPORATION and NATIONAL CITY BANK as Rights Agent SHAREHOLDER RIGHTS AGREEMENT Dated as of May 12, 2003
Shareholder Rights Agreement • May 15th, 2003 • Imperial Parking Corp • Services-automotive repair, services & parking • Delaware

Agreement, dated as of May 12, 2003, between Imperial Parking Corporation, a Delaware corporation (the “Company”), and National City Bank, a federally chartered trust company (the “Rights Agent”).

RESTRICTED STOCK AWARD AGREEMENT UNDER THE IMPERIAL PARKING CORPORATION 2000 STOCK INCENTIVE PLAN
Restricted Stock Award Agreement • November 13th, 2001 • Imperial Parking Corp • Services-automotive repair, services & parking

Pursuant to the Imperial Parking Corporation 2000 Stock Incentive Plan (the “Plan”) as amended through the date hereof, Imperial Parking Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above, who is a Director of the Company. Upon acceptance of this Award, the Grantee shall be entitled to receive the number of shares of Common Stock, par value $.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

IMPERIAL PARKING CORPORATION, IMPERIAL PARKING MANAGEMENT, LLC and IPK ACQUISITION CORPORATION AGREEMENT AND PLAN OF MERGER Dated as of January 22, 2004
Merger Agreement • January 26th, 2004 • Imperial Parking Corp • Services-automotive repair, services & parking • New York

AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2004 (this “Agreement”), by and among Imperial Parking Corporation, a Delaware corporation (the “Company”), Imperial Parking Management, LLC, a Delaware limited liability company (“Parent”), and IPK Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

VOTING AND OPTION AGREEMENT
Voting and Option Agreement • January 26th, 2004 • Imperial Parking Corp • Services-automotive repair, services & parking • Delaware

Voting and Option Agreement (this “Agreement”), dated as of January 22, 2004 by and among Imperial Parking Management, LLC, a Delaware limited liability company (“Parent”), and the stockholder(s) listed on the signature pages hereto (collectively, the “Stockholders”).

RECITALS
Memorandum of Understanding • March 2nd, 2000 • Imperial Parking Corp • Services-automotive repair, services & parking • New York
AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 26th, 2004 • Imperial Parking Corp • Services-automotive repair, services & parking • Delaware

THIS AMENDMENT (the “Amendment”) is made and dated as of January 22, 2004, between Imperial Parking Corporation, a Delaware corporation (the “Company”), and National City Bank, a federally chartered trust company (the “Rights Agent”).

FIRST AMENDMENT TO INDEMNITY AGREEMENT
Indemnity Agreement • March 26th, 2002 • Imperial Parking Corp • Services-automotive repair, services & parking

FIRST AMENDMENT TO INDEMNITY AGREEMENT (“Amendment”), dated this 27th day of March, 2000, between First Union Real Estate Equity and Mortgage Investments, an Ohio business trust having its principal place of business at 55 Public Square, Suite 1900, Cleveland, OH 44113 (“First Union”), and Imperial Parking Corporation, a Delaware corporation having its principal place of business at 601 West Cordova Street, Suite 300, Vancouver, BC Canada V6B 1G1 (“Impark”).

VOTING AGREEMENT
Voting Agreement • January 26th, 2004 • Imperial Parking Corp • Services-automotive repair, services & parking • Delaware

Voting Agreement (this “Agreement”), dated as of January 22, 2004 by and among Imperial Parking Management, LLC, a Delaware limited liability company (“Parent”), and the stockholder(s) listed on the signature pages hereto (collectively, the “Stockholders”).

AMENDED AND RESTATED SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 12th, 2001 • Imperial Parking Corp • Services-automotive repair, services & parking • Pennsylvania

THIS AGREEMENT made as of July 10, 2001 amends and restates in its entirety an agreement entered into between the same parties on June 29, 2001.

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2003 • Imperial Parking Corp • Services-automotive repair, services & parking • British Columbia

This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of January 1, 2003, by and between Imperial Parking Corporation, a Delaware corporation with its principal place of business at 601 West Cordova Street, Vancouver, British Columbia V6B 1G1 (the “Company”) and Bruce Newsome, 5741 – 125A Street, Surrey, B.C. V3W 0J3 (“Executive”).

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