Exhibit 10.24.1
FIRST AMENDMENT TO CONSULTING AGREEMENT
THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this "First Amendment")
is made and entered into as of this 15th day of March, 2006 and effective as of
July 1, 2005 (the "Effective Date") by and between Standard Parking Corporation,
a Delaware corporation ("Standard') and Xxxxxx X. Xxxxxxxxx ("Consultant").
RECITALS
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A. Standard and Consultant entered into a Consulting Agreement dated
March 1, 2004 (the "Consulting Agreement"). All capitalized terms used herein
and not otherwise defined shall have the same meaning ascribed to such term in
the Consulting Agreement.
B. Standard and Consultant desire to amend the Consulting Agreement as
of the Effective Date on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the promises hereto and the
agreements and covenants hereinafter contained, Standard and Consultant,
intending to be legally bound, mutually agree as follows:
1. Section 2 of the Consulting Agreement entitled "Duties" is
hereby amended by deleting the existing subparagraph a. in its
entirety and substituting in lieu thereof the following
paragraph:
"a. Consultant agrees to diligently and in good faith
render advice counsel and direction to Standard and
its subsidiaries and affiliates (collective
"Standard") in the promotion and development of new
parking operations and the consummation of contracts
to operate parking agreements (which include, but are
not limited to, management contracts and lease
agreements) in the (a) New York City Region and (b)
National Region. Consultant's primary duties shall be
to provide Standard's designated Business Development
Director and the Regional Vice President with
qualified sales leads and executive level contacts
within certain targeted opportunities. Consultant
shall ensure that such executive level contacts serve
as the sponsors of Standard and facilitators for the
transaction. Consultant shall also familiarize
himself with the plans and strategies of Standard
within the targeted opportunity areas and help to
insert Standard personnel into the planning process
for future parking transactions and developments in
these areas."
2. Section 3 of the Consulting Agreement entitled "Term" is
hereby amended by inserting the following sentence immediately
following the last sentence of Section 3:
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"Following the end of the period commencing on March
1, 2004 and ending December 31, 2004, the term of
this Agreement shall be on a calendar year basis,
each one-year term of this Agreement shall therefore
commence on January 1, starting with January 1,
2005."
3. Section 4 of the Consulting Agreement entitled "Consulting
Fees" is hereby amended by:
a. Deleting the paragraph heading "Consulting Fees" and
substituting in lieu thereof the paragraph
heading "Retainer and Consulting Fees";
b. Inserting the following paragraph titled "Retainer"
as subparagraph a:
"a. Consultant shall be paid a base fee (the
"Retainer") of $125,000 per year, payable in
accordance with the payment practices of
Standard as may be in effect from time to time
during the term hereof. The Retainer shall be
subject to periodic annual review, and in the
sole discretion of Standard, may be adjusted
without affecting any other provision of this
Agreement."
c. Deleting the existing subparagraph a in its entirety
and substituting the following subparagraph b in lieu
thereof:
"b. In addition to the Retainer, and unless
otherwise specifically stated in the New
Business Certificate, Consultant shall also be
entitled to a consulting fee ("Consulting Fee")
upon the consummation of a contract to lease or
operate a Qualifying New Business Location (the
"Operating Contract'), for a maximum of three
(3) years, (subject to the applicable term of
the Operating Contract), in the following
maximum amounts: fifteen percent (15%) of
the Net Operating Profit of a Qualifying New
Business Location for the first year of the term
of the Operating Contract, ten percent (10%) of
the Net Operating Profit of a Qualifying New
Business Location for the second year of the
term of the Operating Contract and five percent
(5%) of the Net Operating Profit of the
Qualifying New Business Location for third year
of the term of the Operating Contract.
Subject to Section 13 hereof, Consultant
shall also be entitled to a renewal fee (the
"Renewal Fee") of five percent (5%) of the
Net Operating Profit for an existing
location for the term of the first renewal
only, in the event Standard shall request
Consultant's assistance in accordance with
the terms hereof.
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The calculation of a Consulting Fee for a
Qualifying New Business Location or a
Renewal Fee for an existing location shall
be based on the following four distinct
elements (individually a "Deal Element" and
collectively the "Deal Elements"), each
equating to the maximum amount of the total
Consulting Fee or Renewal Fee the Consultant
can earn for each Deal Element:
1. 25% for prospecting a deal;
2. 25% for generating a proposal;
3. 25% for presenting the proposal; and
4. 25% for closing the deal.
The determination of the responsibility for
the completion of a Deal Element shall be
made by the Executive Vice President of
Standard then having operational
responsibility for the New York City Region
and set forth on the New Business
Certificate."
d. Re-lettering subparagraph b as subparagraph c.
e. Deleting the first sentence of subsection (7) of the
newly lettered subparagraph c in its entirety and
substituting the following sentence in lieu thereof:
"The Retainer and Consulting Fee represent and
constitute the entire financial obligation of
Standard to Consultant and Consultant agrees that he
shall not be entitled to any other compensation."
4. Section 5 of the Consulting Agreement entitled "Authorized
Expenses/Reimbursement" is hereby amended by deleting the second
sentence thereof and inserting the following sentence in lieu thereof:
"Any such expense reimbursement requested by Consultant during
the term shall be expressly conditioned upon Consultant
receiving advance approval from the Executive Vice President
of Standard then having operational responsibility for the New
York City Region and documented with receipts showing persons
entertained, company affiliation and business purpose in
accordance with IRS rules."
5. Section 7 of the Consulting Agreement entitled "Relationship" is
hereby amended by inserting the following new paragraph immediately
following the last sentence of Section 7:
"Consultant agrees that he will not, during the term of this
Agreement, (1) develop or participate in any company that
operates, manages or develops parking facilities or provides
consulting services in connection with same and/or (2) act or
serve as agent or consultant to any other parking operator
during the term of this Consulting Agreement."
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6. Section 13 of the Consulting Agreement entitled "Death or
Disability of Xxxxxx Xxxxxxxxx" is hereby amended by deleting
the second sentence thereof in its entirety and inserting the
following sentence in lieu thereof:
"Any Retainer earned through the date of termination and
Consulting Fees earned for Qualifying New Business Locations
for the initial term of the Operating Contract only will be
paid in accordance with Section 4 and unless provided
otherwise in New Business Certificate, shall be paid to Xxxxxx
X. Xxxxxxxxx or his beneficiaries, as applicable, in
accordance with Section 4 hereof."
7. Consultant represents that he has been paid as an employee
of Xxxxxxx Incorporated during the period from July 1, 2005
through December 31, 2005 (the "2005 Employment Period").
Consultant hereby directs Standard Parking to reimburse
Xxxxxxx Incorporated in the amount of $62,500 as payment in
full of his Retainer for the 2005 Employment Period.
8. Except as expressly amended by this First Amendment, the
Consulting Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year first above written, effective as of the
Effective Date.
Standard Parking Corporation
By:
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Xxxxx X. Xxxxxxx
President and Chief Executive Officer
Consultant
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Xxxxxx X. Xxxxxxxxx
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