Exhibit 10.37
THIRD AMEDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Second
Amendment") is made and entered into as of this 31st day of January 2002, by and
between APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company") and
XXXXX X. XXXXXXX ("Executive").
RECITALS
A. The Company and Executive are parties to an Executive
Employment Agreement dated August 1, 1999 (the "Employment Agreement"), which
was modified pursuant the First Amendment to Executive Employment Agreement
dated April 25, 2001 ("First Amendment") and the Second Amendment dated October
19, 2001 (the "Second Amendment"). The Employment Agreement, the First Amendment
and Second Amendment are hereinafter collectively referred to as the "Employment
Agreement". All capitalized terms used herein and not otherwise defined shall
have the same meaning ascribed to such terms in the Employment Agreement.
B. The Company and Executive desire to amend certain terms of the
Employment Agreement as hereinafter set forth.
NOW, THEREFORE, the Employment Agreement is hereby amended in the
following respects:
1. Subparagraph (b) of Paragraph 2 is hereby amended by deleting
the entire subparagraph and inserting the following paragraph in lieu thereof:
"(b) BONUS. For the calendar year ending December 31, 2002,
the Executive shall be eligible for a pro-rata annual bonus of
up to $150,000 (the "Annual Bonus") so long as the Company
achieves not less than 96% of the EBITDA Goal (the "Minimum
Attainment Level"). The Annual Bonus shall be calculated as
the product of $150,000 multiplied by the EBITDA Attainment
Level. Executive shall only be eligible for the Annual Bonus
or a pro-rata portion thereof, as the case may be, upon the
Company achieving the Minimum Attainment Level.
For purposes of this Agreement, (i) the "EBITDA Goal" is $25
Million, determined following the end of the calendar year
ending December 31, 2002, from the Company's annual certified
audit; and (ii) the "EBITDA Attainment Level" means the
percentage of
attainment of the EBITDA Goal from the Minimum Attainment
Level to 100%.
For each year during the term of the Agreement following the
calendar year ending December 31, 2002, the parties shall
mutually agree upon a new bonus formula.
Notwithstanding anything contained in this subparagraph 2 to
the contrary, if the Company shall make an acquisition of
another company or entity which shall impact in any way the
calculation of the Company's earnings and/or profits (losses)
during calendar year 2002 or any year thereafter during the
term of the Agreement, the parties agree to modify whatever
bonus formula then in effect on terms mutually agreeable so
that the impact of the acquisition does not distort the
anticipated bonus goals previously agreed to.
For calendar year ending December 31, 2001, Executive shall be
eligible to receive 10/12ths of an annual bonus, based upon
the terms and conditions of an annual bonus program
established by the Company for such calendar year. "
2. Except as specifically amended by this Third Amendment the
Employment Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, Executive and the Company have executed this Third
Amendment as of day and year first above written.
APCOA/Standard Parking, Inc.
By: _____________________
Xxxx X. Xxxxxx
Chairman of the Board
Executive:
_____________________
Xxxxx X. Xxxxxxx
