Exhibit 10.1.g
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT executed December 13, 2004, by and between
CENTRAL PARKING CORPORATION, a Tennessee corporation (the "Company"), and
Monroe J. Carell, Jr., an individual residing in Nashville, Tennessee, (the
"Executive").
IN CONSIDERATION of the mutual covenants contained in this Agreement,
the parties hereby agree as follows:
SECTION I
EMPLOYMENT
Executive is currently employed by the Company. The Company desires to
continue to employ the Executive, and the Executive agrees to continue to be
employed by the Company upon the terms and conditions provided in the
Agreement.
SECTION II
POSITION AND RESPONSIBILITIES
During the Period of Employment (as such term is defined herein below), the
Executive agrees to serve as Chairman and Chief Executive Officer of the
Company, and to be responsible for the typical management responsibilities
expected of an officer holding such position(s) and such other responsibilities
as may be assigned to Executive from time to time by the Board of Directors of
the Company (in each case consistent with past practice).
SECTION III
TERMS AND DUTIES
A. Period of Employment.
The period of Executive's employment under this Agreement will
commence as of the date of this Agreement and shall continue through December
31, 2005 ("Initial Term"), subject to extension or termination as provided in
this Agreement ("Period of Employment"). On each anniversary of the
commencement of the Period of Employment, the period of Executive's employment
shall be automatically extended for an additional one (1) year period, unless
either party gives notice thirty (30) days in advance of such anniversary date
of such party's intent not to extend the Period of Employment.
B. Duties.
During the Period of Employment, the Executive shall devote
substantially all of his business time, attention and skill to the business and
affairs of the Company. The Executive will perform faithfully the duties which
may be assigned to him from time to time by the Board of Directors of the
Company, consistent with Section II above.
SECTION IV
COMPENSATION; BENEFITS
For all services rendered by the Executive in any capacity during the
Period of Employment, the Executive shall be compensated as follows:
A. Base Salary. The Company shall pay the Executive an annual
base salary ("Base Salary") in the amount of Five Hundred and Forty-Five
Thousand Dollars ($545,000). 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 above and, to the extent it is subsequently
increased, such increased amount.
B. Annual Incentive Award. The Company will pay an annual
incentive compensation award or bonus ("Annual Incentive Award") to the
Executive 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.
C. Additional Benefits. The Executive will be entitled to
participate in all employee benefit plans or programs and receive all benefits
and perquisites for which senior executives of the Company are eligible under
any existing or future plan or program established by the Company for senior
executives. The Executive will participate to the extent permissible under the
terms and provisions of such plans or programs in accordance with program
provisions. These may include, among others, group hospitalization, health,
dental care, vision, life or other insurance plans, auto allowance, profit
sharing plans, 401(k) plans or other retirement plans, sick leave plans, travel
or accident insurance, disability insurance, stock purchase programs and stock
option or other long-term incentive plans. Nothing in this Agreement will
preclude the Company from amending or terminating any of the plans or programs
applicable to salaried or senior executives as long as such amendment or
termination is applicable to all salaried employees or senior executives. The
Executive will be entitled to annual paid vacation as established by the Board
of Directors of the Company and consistent with past practices.
SECTION V
BUSINESS
The Company will reimburse the Executive for all reasonable travel,
accommodations and other expenses incurred by the Executive in connection with
the performance of his duties and obligations under this Agreement.
SECTION VI
DISABILITY
A. In the event the Executive becomes disabled during the Period
of Employment to an extent which entitles him to benefits under the Company's
long-term disability benefit plan applicable to senior executive officers
generally as in effect from time to time, Executive's employment shall
2
terminate automatically and Executive shall be entitled to receive amounts
payable pursuant to the terms of a long-term disability insurance policy or
similar arrangement which the Company maintains during the Period of
Employment. In this case, normal compensation will cease except for (i) earned
but unpaid Base Salary,(ii) the greater of (a) the target Annual Incentive
Award, or (b) the Annual Incentive Award actually earned, and (iii) any other
earned but unpaid incentive plan awards, all payable on a prorated basis for
the year in which the disability occurred.
B. During the period the Executive is receiving payments of
either regular compensation or disability insurance described in this Agreement
and as long as he is physically and mentally able to do so, the Executive will
furnish information and assistance to the Company and from time to time will
make himself available to the Company to undertake assignments consistent with
his prior position with the Company and his physical and mental health. If the
Company fails to make a payment or provide a benefit required as part of the
Agreement, the Executive's obligation to fulfill information and assistance
will end.
C. The term "disability" will have the same meaning as under any
long-term disability insurance provided pursuant to this Agreement or
otherwise.
SECTION VII
DEATH
In the event of the death of the Executive during the Period of Employment, the
Company's obligation to make Base Salary and bonus payments under this
Agreement shall cease as of the date of death, except for (i) earned but unpaid
Base Salary,(ii) the greater of (a) the target Annual Incentive Award, or (b)
the Annual Incentive Award actually earned, and (iii) any other earned but
unpaid incentive plan awards, all payable on a prorated basis for the year in
which the Executive's death occurred.
SECTION VIII
TERMINATION; EFFECT OF TERMINATION OF EMPLOYMENT
A. If the Executive's employment terminates due to a Without
Cause Termination (as such term is defined later in this Agreement), the
Company shall continue to pay to the Executive upon such termination for
twenty-four (24) months, on the first day of each month, the sum of (i) his
monthly Base Salary, plus (ii) an amount equal to one-twelfth (1/12) of lesser
of (a) the three year average of Annual Incentive Awards that Executive
received during the Company's immediately preceding three fiscal years, or (b)
the target Annual Incentive Award for the fiscal year in which the termination
occurs, though in no case shall the total Base Salary and bonus paid to
Executive equal less than one hundred twenty-five per cent (125%) of
Executive's Base Salary. Earned but unpaid Base Salary and unreimbursed
expenses and unpaid Annual Incentive Award through the date of termination will
also be paid in a lump sum within thirty (30) days of such the termination. In
addition, the Company shall continue to provide all health care, life and other
insurance benefits ("Welfare Benefits") and other payments and benefits in
accordance with the Revised Deferred Compensation Agreement between the Company
and Executive dated December __, 2004 (the "Revised Deferred Compensation
Agreement") and shall provide outplacement assistance of up to $25,000.
Payments and benefits to which the Executive is entitled under this Agreement
are in
3
addition to, and do not affect Executive's rights with respect to payments and
benefits under the Revised Deferred Compensation Agreement.
B. If the Executive's employment terminates due to a Termination
for Cause any earned but unpaid Base Salary and unreimbursed expenses through
the date of termination will be paid in a lump sum to Executive. No other
payments will be made by the Company.
C. If the Executive's employment terminates due to a voluntary
termination by Executive (but not Constructive Discharge) any earned but unpaid
Base Salary and unreimbursed expenses through the date of termination, earned
but unpaid Annual Incentive Award through the date of termination, and any
other incentive plan awards earned will all be paid in a lump sum to Executive
and shall be paid within thirty days of the termination. No other payments will
be made by the Company under this Agreement.
D. Upon termination of the Executive's employment, the Period of
Employment will cease as of the date of the termination and all benefits other
than as specifically provided herein or in other agreements between the
Executive and the Company, shall terminate on such date.
E. The Company may terminate the Executive by complying with
either Section 14 (Termination of Monroe's Employment for Cause) of the Revised
Deferred Compensation Agreement or Section VIII E. 1. ("Without Cause
Termination") below . Executive may terminate this Agreement at any time by
providing thirty (30) days prior written notice to the Company of a voluntary
termination, a termination in accordance with Section X herein, or a
"Constructive Discharge" as defined below:
1. A "Without Cause Termination" means (i) a
termination of the Executive's employment by the Company other than a
Termination for Cause or other than a termination due to death or disability;
(ii) a Constructive Discharge; or (iii) the failure of the Company to renew
this Agreement under Section IIIA.
2. A "Constructive Discharge" means termination of the
Executive's employment by the Executive due to a failure of the Company to
fulfill its obligations under this Agreement in any material respect, including
without limitation (i) any reduction of the Executive's Base Salary or any
reduction in Executive's Annual Incentive Award target or any other Company
incentive plan target (except that the target may be reduced up to twenty-five
per cent if it is reduced by the same percentage for all other similarly
situated executive officers), or (ii) a substantial reduction of benefits
(other than a reduction in benefits applicable to all employees) or (iii) the
reduction in the title, authority, and/or duties of the Executive or the
failure of Executive to be elected or to continue as a Director, other than
isolated, insubstantial or inadvertent action that is remedied by the Company
following written notice by the Executive. The Executive will provide the
Company a written notice which describes the circumstances being relied on for
the termination with respect to the Agreement within thirty (30) days after the
event giving rise to the notice. The Company will have thirty (30) days to
remedy the situation prior to the termination for Constructive Discharge.
F. Executive shall not be required to offset against amounts due
from the Company under this Section for any salary, bonus or other benefits
(other than the Welfare Benefits) received by
4
Executive from a third-party, and Executive shall be under no duty to mitigate
by seeking or accepting another position.
SECTION IX
OTHER DUTIES OF THE EXECUTIVE DURING
AND AFTER THE PERIOD OF EMPLOYMENT
Executive shall be subject to the covenants and agreements set forth in the
Revised Deferred Compensation Agreement, including but not limited to, the
covenants and agreements set forth in Sections 1.2, 1.3 and 1.4 thereof.
SECTION X
CHANGE IN CONTROL
A. In the event there is a Change in Control (as such term is
defined below) and within the twenty four (24) month period following such
event Executive terminates his employment for "Good Reason," as defined below,
or is terminated due to a Without Cause Termination, the Company shall in a
lump sum pay on the date of termination to the Executive the sum of (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 (3) 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, plus
(iv) up to $25,000 in outplacement assistance, plus (v) an amount equal to the
greater of (i) the target Annual Incentive Award, or (ii) actual earned Annual
Incentive Award, calculated on a pro-rated basis for the period commencing on
the Change in Control for a termination in the same fiscal year in which the
Change in Control occurs and commencing with the beginning of the fiscal year
in which the termination occurs for a termination following a fiscal year in
which there is a Change in Control and ending on the date of termination.
Further, in the event of a Change in Control, the Company shall pay to
Executive in a lump sum upon the Change in Control an amount equal to the
greater of (i) the target Annual Incentive Award, or (ii) actual earned Annual
Incentive Award calculated on a pro-rated basis for the fiscal year in which
the Change in Control occurs and ending on the date of the Change in Control.
In addition, in the event there is a Change in Control, (i) all unvested
deferred stock units, (ii) all unvested stock options other than Special
Options, as is hereafter defined, (iii) all vested but currently unexercisable
special options granted on February 6, 2002 (the "Special Options"), (iv) all
unvested Special Options with an accelerated vesting target price or exercise
price equal to or less than the price per share established for the Company
stock in the Change In Control transaction, shall immediately vest and become
exercisable upon the Change in Control.
B. For purposes of this Agreement, "Change in Control" shall
mean the first to occur of the following events: (i) the consummation of a plan
of liquidation with respect to the Company; (ii) the sale or other divestiture
of all or substantially all of the assets (excluding the sale of assets in the
ordinary course of business or sale and lease back and other transactions that
are primarily a financing transaction for the Company or related to an
acquisition by an employee benefit plan of the Company) of the Company,
including the sale of its direct or indirect majority-owned subsidiaries;
5
(iii) the acquisition by any person or affiliated group of persons as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"1934 Act") of thirty per cent (30%) or more of the outstanding voting power of
the Company so that such person or affiliated group shall become the beneficial
owner, as defined in Rule 13d-3 of the 1934 Act, directly or indirectly, of
such voting power of the Company other than acquisitions by the Company, a
subsidiary of the Company, an employee benefit plan of the Company, or Monroe
J. Carell, Jr. or his family members or any entity owned directly or indirectly
by Mr. Carell or his family members; (iv) the consummation of a consolidation
or merger of the Company with another entity, or the reorganization of the
Company, unless (a) the consummation of such consolidation, merger, or
reorganization would result in the stockholders of the Company immediately
before such consolidation or merger owning, in the aggregate, more than seventy
percent (70%) of the outstanding voting power of the surviving entity
immediately after such consolidation, merger or reorganization; (b) the
individuals who, as of the date hereof, constitute the Board of the Company
(the "Incumbent Board") continue to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person or group other than the Board; and (c)
following the consummation of a consolidation or merger or reorganization, no
person or affiliated group of persons as defined in 1934 Act owns thirty
percent (30%) or more (other than Mr. Carell or his family members or any
entity owned directly or indirectly by Mr. Carell or his family members) of the
outstanding voting power of the Company; or (v) the members of the Incumbent
Board cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person or group other than the Board.
C. Notwithstanding anything to the contrary herein, Executive
shall not be entitled to receive benefits under both Sections VIII and X.
D. Any dispute related to the benefits to be paid under this
Section shall be governed by the arbitration provisions of Section XVI .
E. "Good Reason" means the occurrence after a Change in Control
of any of the events or conditions described in clauses (1) through (7) hereof:
1. any (i) change in the Executive's status, title,
position or responsibilities (including reporting responsibilities,
such as a change that requires Executive to report to another
Executive), which, in the Executive's reasonable judgment, represents
an adverse change from the Executive's status, title, position or
responsibilities as in effect at any time within 180 days preceding
the date of the Change in Control or at any time thereafter, (ii)
6
assignment to the Executive of duties or responsibilities which, in
the Executive's reasonable judgment, are inconsistent with the
Executive's status, title, position or responsibilities as in effect
at any time within 180 days preceding the date of the Change in
Control or at any time thereafter, or (iii) removal of the Executive
from or failure to reappoint or reelect the Executive to any of such
offices or positions, in each case except in connection with the
termination by the Company of the Executive's employment for death,
disability, or Termination for Cause ;
2. a reduction in the Executive's base salary or bonus
opportunity (defined as a reduction in Executive's target Annual
Incentive Award; or the actual payment of less than 75% of the greater
of (i) Executive's target Annual Incentive Award; or (ii) the average
of the three prior Annual Incentive Awards earned by); or any failure
to pay the Executive any compensation or benefits to which the
Executive is entitled within ten (10) days after the date when due;
3. the imposition of a requirement that the Executive
be based at any place outside a 50-mile radius of the Company's
current principal office, except for reasonably required travel on
Company business which is not materially greater in frequency or
duration than prior to the Change in Control;
4. the failure by the Company to (i) continue in effect
(without reduction in benefit level or reward opportunities) any
material compensation or employee benefit plan in which the Executive
was participating at any time within 180 days preceding the date of
the Change in Control or at any time thereafter, unless such plan is
replaced with a plan that provides substantially equivalent
compensation or benefits to the Executive or (ii) provide the
Executive with compensation and benefits, in the aggregate, at least
equal (in terms of benefit levels and reward opportunities) to those
provided for under each other employee benefit plan, program and
practice in which the Executive was participating at any time within
180 days preceding the date of the Change in Control or at any time
thereafter;
5. the insolvency or the filing (by any party,
including the Company) of a petition for bankruptcy with respect to
the Company, which petition is not dismissed within sixty (60) days;
6. any material breach by the Company of any provision
of this Agreement; or
7. any purported Termination for Cause of the
Executive's employment by the Company which does not comply with the
terms of this Agreement.
Any event or condition described in clauses (1) through (7), or a
Without Cause Termination, that occurs prior to a Change in Control but which
the Executive reasonably demonstrates (a) was at the request or direction of a
person (or group) who indicated the intention to, or takes steps reasonably
calculated to, effect a Change in Control and who subsequently effects a Change
in Control, or (b) otherwise arose in connection with, or in anticipation of, a
Change in Control which subsequently occurs, will constitute Good Reason for
purposes of this Agreement notwithstanding that it occurred prior to the Change
in Control.
7
F. Executive shall not be required to offset against amounts due
from the Company under this Section for any salary, bonus or other benefits
(other than the welfare benefits) received by Executive from a third-party, and
Executive shall be under no duty to mitigate by seeking or accepting another
position.
SECTION XI
WITHHOLDING TAXES
The Company may directly or indirectly withhold from any payments
under this Agreement all federal, state, city or other taxes that shall be
required pursuant to any law or governmental regulation.
SECTION XII
EFFECTIVE PRIOR AGREEMENTS
This Agreement 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 except for the Revised Deferred Compensation Agreement.
SECTION XIV
CONSOLIDATION, MERGER OR SALE OF ASSETS
Nothing in this Agreement shall preclude the Company from
consolidating or merging into or with, or transferring all or substantially all
of its assets to, another entity that assumes this Agreement and all
obligations and undertakings of the Company hereunder. Upon such a
consolidation, merger or sale of assets, the term "the Company" as used will
mean the other entity and this Agreement shall continue in full force and
effect. In the event that the Company is involved in a transaction that if
consummated would constitute a Change in Control, the Executive agrees to use
his good faith efforts consistent with his duties as a director, officer or
employee to cooperate with the Company, and as directed by the board of
directors, the potential acquirer, in the due diligence process related
thereto. In the event that there is a Change in Control and the Executive
thereafter terminates his employment for "Good Reason" or voluntarily resigns,
the Executive agrees to remain with the Company for a period of time after the
date of such termination or resignation as requested by the Company or its
acquirer, not to exceed three (3) months from the date of such termination or
resignation, provided that the Company has paid to Executive all amounts due to
him in connection with such termination or resignation, together with an
additional amount equal to three months Base Salary and pro rated Annual
Incentive Award together with all employment benefits and perquisites
("Transition Payment"). In the event that the Company or acquirer does not
request Executive to remain after Executive's termination for Good Reason or
resignation, then the Company shall pay Executive the Transition Payment in a
lump sum upon his departure.
SECTION XV
MODIFICATION
This Agreement may not be modified or amended except in writing signed
by the parties. No term or condition of this Agreement will be deemed to have
been waived except in writing by the
8
party charged with waiver. A waiver shall operate only as to the specific term
or condition waived and will not constitute a waiver for the future or act on
anything other than that which is specifically waived.
SECTION XVI
GOVERNING LAW; ARBITRATION
This Agreement has been executed and delivered in the State of
Tennessee and its validity, interpretation, performance and enforcement shall
be governed by the laws of that state, without regard to conflict of law
doctrines. Executive and the Company unconditionally submit to the jurisdiction
of the courts of the State of Tennessee with respect to all matters relating to
or arising from this Agreement, except to the extent that an issue is subject
to arbitration as provided herein. Any dispute among the parties hereto shall
be settled by final and binding arbitration in accordance with Section 22 of
the Revised Deferred Compensation Agreement
SECTION XVII
NOTICES
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when mailed
first-class postage prepaid by registered mail, return receipt requested, or
when delivered if by hand, overnight delivery service or confirmed facsimile
transmission, to the following:
(a) If to the Company, at 0000 00xx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000, Attention: General Counsel, or at such other address as
may have been furnished to the Executive by the Company in writing; or
(b) If to the Executive, at 0000 Xxxx Xxxxxxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000, or such other address as may have been furnished to the
Company by the Executive in writing.
SECTION XVIII
BINDING AGREEMENT
This Agreement shall be binding on the parties' successors, heirs and
assigns.
9
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
CENTRAL PARKING CORPORATION
By: /s/ XXXXX XXXXXX
------------------------------------
Xxxxx Xxxxxx
Title: Chairman, Compensation Committee
EXECUTIVE:
/s/ MONROE CARELL JR.
---------------------------------------
10
