THIRD AMENDMENT 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:
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Xxxx X. Xxxxxx
Chairman of the Board
Executive:
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Xxxxx X. Xxxxxxx
