Exhibit 10.5.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "AMENDMENT") is entered into
as of the 19th day of June, 2000, by and between APCOA/STANDARD PARKING, INC., a
Delaware corporation (the "COMPANY"), and Xxxxxxx X. Xxxx (the "EXECUTIVE").
RECITALS:
A. Standard Parking, L.P., a Delaware limited partnership ("SPLP")
and the Executive are parties to a certain Employment Agreement
dated as of March 26, 1998 (the "EMPLOYMENT AGREEMENT"). The
Company is the successor to the rights and obligations of SPLP
under the Employment Agreement. Pursuant to the Employment
Agreement, Executive currently serves, among other things, as
Associate General Counsel for the Company.
B. The parties intend that the Executive be indemnified and held
harmless by the Company to the fullest extent permitted by law,
and that the costs and expenses associated with the defense of any
claim or action be advanced to Executive as incurred.
C. The Company and the Executive desire to amend the Employment
Agreement to clearly evidence the Executive's right to
indemnification for, inter alia, all past, present and future
legal services provided for, and on behalf of, the Company
pursuant to the Employment Agreement.
NOW, THEREFORE, in consideration of the Recitals, the mutual promises
herein contained, and the sum of Ten Dollars ($10.00) in hand paid, the
receipt and sufficiency of which are hereby mutually acknowledged, the
parties hereto agree as follows:
1. The following new section (f) shall be added to Paragraph 3 of the
Employment Agreement:
"(f) INDEMNIFICATION. The Company shall indemnify and hold the
Executive harmless to the fullest extent permitted by law, as the
same exists or may hereafter be amended (but in the case of any
such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than the law
permitted the Company to provide prior to the amendment), against
any and all expenses, costs, liabilities, losses, judgments,
fines, attorney's fees, penalties, ERISA taxes, excise taxes, and
amounts paid, or to be paid, in settlement, reasonably incurred or
suffered by the Executive in connection with or arising out of any
threatened, pending or contemplated action, suit or proceeding,
whether civil or criminal, administrative or investigative, to
which the Executive is a party or is threatened to be made a party
by reason of his service at any time as an employee, agent,
officer or director of the Company, including but not limited to
in respect of all legal services the Executive provided for and on
behalf of the Company. The Company shall, upon written request by
the Executive, promptly advance to the Executive all such expenses
and costs incurred, accrued or reasonably expected to be incurred
in connection with the defense of the Executive in any such
proceeding, as such expenses are incurred by the Executive,
provided, however, that the Executive shall (i) reasonably
cooperate with the Company concerning such action, suit or
proceeding, and (ii)
repay such amounts if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Company or undertaken
with reckless disregard for the best interest of the Company."
2. Except to the extent expressly modified above, the Employment
Agreement shall remain unchanged and in full force and effect in
accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
APCOA/STANDARD PARKING, INC.,
a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxx
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Its:
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/s/ Xxxxxxx X. Xxxx
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XXXXXXX X. XXXX
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