Exhibit 10.1(p)
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 to the 2003 Employment Agreement (the "Amendment")
by and between CENTRAL PARKING CORPORATION, a Tennessee corporation (the
"Company"), and XXXX XXXXXXX, an individual residing in Nashville, Tennessee,
(the "Executive") is dated as of May 9, 2005.
The Company and the Executive are party to that certain Employment
Agreement (the "2003 Employment Agreement") by and between the Company and
Executive executed as of May 30, 2003.
The Company has asked the Executive to act as Interim Chief Financial
Officer until such time as the Company shall elect a new Chief Financial
Officer.
In connection with the foregoing, the Company and Executive have agreed
to amend certain provisions of the 2003 Employment Agreement.
In consideration of the mutual covenants contained in this Agreement,
the parties hereby agree as follows:
1. Section II is hereby deleted in its entirety and replaced with the
following:
SECTION II
POSITION AND RESPONSIBILITIES
The Executive agrees to serve as Interim Chief Financial
Officer of the Company until the earlier of (i) July 1, 2005 or (ii) a Change In
Control (as defined in the 2003 Employment Agreement) (the "Trigger Date"), and
to be responsible for the typical management responsibilities expected of an
officer holding such position and such other responsibilities as may be assigned
to Executive from time to time by the Chief Executive Officer of the Company (in
each case consistent with past practice). Thereafter, during the Period of
Employment (as such term is defined herein below), the Executive agrees to serve
as Chief Financial Officer and Senior Vice President of the Company, and to be
responsible for the typical management responsibilities expected of an officer
holding such positions and such other responsibilities as may be assigned to
Executive from time to time by the Chief Executive Officer of the Company (in
each case consistent with past practice) unless prior to the Trigger Date the
Company shall request that the Executive remain with the Company as Vice
President and Controller as provided in the 2003 Employment Agreement.
2. Section IV A. is hereby deleted in its entirety and replaced with the
following:
A. Base Salary. The Company shall pay the Executive an annual base
salary ("Base Salary") in the amount of $265,000 as long as the Executive is
serving as Interim Chief Financial Officer or Vice President and Controller. The
Base Salary shall be payable according to the customary payroll practices of the
Company, but in no event less frequently than once each month. The Base Salary
shall be reviewed each fiscal year and shall be subject to increase
according to the policies and practices adopted by the Company from time to
time. For the purposes of this Agreement, "Base Salary" shall mean the amount
set forth above and, to the extent it is subsequently increased, such increased
amount.
3. Section IV B. is hereby deleted in its entirety and replaced with the
following:
B. Annual Incentive Award. The Company will pay an annual incentive
compensation award or bonus ("Annual Incentive Award") to the Executive in a
target amount of $75,000 and in accordance with the Company's bonus plan or
program providing benefits substantially similar to bonus plans as may be
adopted from time to time by the Company.
3. Section XI A. is hereby amended by replacing sub section (i), (ii) and
(iii) with:
(i) three times his Base Salary, plus (ii) an amount equal to three times the
Executive's target Annual Incentive Award that Executive was to receive during
the Company's fiscal year in which the Change in Control took place, plus (iii)
a continuation of Welfare Benefits and other perquisites of employment
(including payment on the date of termination of the Company portion of 401k
contributions that would have been made over the subsequent three years based on
the Executive's compensation and Company contribution rate in effect prior to
the Change in Control) for a period of three years following the termination.
4. The Company and Executive agree that it shall not be a Constructive
Discharge under Section VIII E. 3. of the 2003 Employment Agreement if prior to
the Trigger Date, the Company requests Executive to resume the position of Vice
President and Controller. However, any such request after the Trigger Date may
be deemed a Constructive Discharge.
2. The 2003 Employment Agreement, as amended by this Amendment contains the
entire understanding between the Company and the Executive with respect to the
subject matter and supersedes any prior employment or severance agreements
between the Company, its affiliates and the Executive. Notwithstanding the
foregoing, the parties acknowledge and agree that the provisions set forth in
the Company's 1995 Nonqualified Stock Option Plan and all previous grants to
Executive arising out of such plan are in full force and effect.
3.All other provisions set forth in the 2003 Employment Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
CENTRAL PARKING CORPORATION
By:
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Monroe Carell
Chief Executive Officer
EXECUTIVE:
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Xxxx Xxxxxxx
