6
SECOND MODIFICATION OF PERFORMANCE UNIT AGREEMENT BETWEEN
CENTRAL PARKING CORPORATION
AND
XXXXX X. XXXX
This SECOND MODIFICATION OF PERFORMANCE UNIT AGREEMENT (this "Agreement")
is made effective the 31st day of May, 2001, by and between CENTRAL PARKING
CORPORATION, a Tennessee corporation (the "Company"), and XXXXX X. XXXX, a
resident of Nashville, Davidson County, Tennessee (the "Employee").
In connection with the execution of an Employment Agreement effective
January 1, 2001 (the "2001 Employment Agreement"), the Company and the Employee
wish to further modify, as provided herein, the Performance Unit Agreement made
by and between the Company and the Employee on June 26, 1986 (the "Performance
Unit Agreement") as such was amended by that certain Modification of Performance
Unit Agreement effective October 10, 1995 ("Modification Agreement").
In consideration of the mutual terms and promises contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Employee agree
as follows:
1. Delete paragraph 1.A. of the Modification Agreement in its entirety and
replace it with the following language:
X. Xxxxx of 119,000 restricted shares of Common Stock.Pursuant to the Stock
Restriction Agreement, made by and between the Company and the Employee on
October 10, 1995, and attached hereto as Exhibit "A" ("Stock Restriction
Agreement"), the Company granted to the Employee 119,000 restricted shares
of the Company's common stock (which, after adjustment for 3 for 2 stock
split on march 27, 1996 and again on December 12, 1997 now equals 267,750
shares) (the "Restricted Shares"). Within twenty (20) days of this
agreement, Employee will deliver to Company one half (1/2) of the
Restricted Shares (133,875 shares) for cancellation and removal from this
Modification Agreement. On the same date, the Company will deposit 133,875
shares of the Company's Common Stock in that certain Rabbi Trust to be
established pursuant to a Trust Agreement dated as such date (the "Trust
Agreement"). The other Restricted Shares (133,875 shares) remain subject to
this Modification Agreement. If the Employee is terminated due to a
"Termination for Cause" (as such term is defined in the 2001 Employment
Agreement), the Employee shall immediately forfeit all Restricted Shares.
If the Employee's employment is terminated for any other reason, including
(but not limited to) death, disability, Normal Retirement, "Without Cause
Termination" or "Constructive Discharge" (as such terms are defined in the
2001 Employment Agreement), or the failure of the Company, at any time, to
renew the 2001 Employment Agreement under Section III A of agreement, then
the employee shall be entitled to retain all Restricted Shares.
2. Delete paragraph 1.B. of the Modification Agreement in its entirety and
replace it with the following language:
B. Right to receive additional shares. The Company and Employee hereby
--------------------------------------- agree that Employee is not entitled
to any additional restricted shares on October 1, 2000 as calculated on
Exhibit "B" attached hereto. The Company hereby agrees to grant to the
Employee additional restricted shares of Common Stock ("Additional
Shares"), if he is then employed by the Company, on October 1, 2005 and at
five year intervals thereafter, with the final grant on Employee's Normal
Retirement Date (or, if earlier, the date of termination of Employee's
employment, other than a voluntary termination by Employee or if Employee
is terminated due to a Termination for Cause) and in each case in
accordance with the formula agreed to by the parties and illustrated on
Exhibit "C" attached hereto. In the event Employee's employment is
terminated due to a Without Cause Termination or Constructive Discharge,
then, as if no such termination had occurred, Employee shall have the right
to any Additional Shares that would have been granted to Employee prior to
or on such termination of employment and during the 12-month period
immediately following such termination. If the Employee voluntarily
terminates his employment with the Company before the Normal Retirement
Date or is terminated due to a Termination for Cause, the Employee shall
immediately forfeit all Additional Shares, if any have or are to be
granted. If the Employee's employment is terminated for any other reason,
including, but not limited to, death, disability, Normal Retirement,
Without Cause Termination or Constructive Discharge, or the failure of the
Company, at any time, to renew the 2001 Employment Agreement under Section
III A of that agreement, then the Employee shall be entitled to retain all
Additional Shares, if any have or are to be granted.
3. In the event Employee is terminated due to a "Without Cause Termination" or
"Constructive Discharge" (as each is defined in the 2001 Employment
Agreement), or if Employee terminates his employment following a "Change in
Control" (as defined in the 2001 Employment Agreement), the Company agrees
to loan to Employee an amount equal to 40% of the fair market value of the
Restricted Shares, Additional Shares and shares held pursuant to the Trust
Agreement which Employee receives as a result of the termination of
employment described above. The loan shall be evidenced by Employee's
secured promissory note ("Note") and shall bear interest at an annual rate
equal to the prime rate announced by the Company's primary lender, plus one
(1) percent. The loan will be secured by all of the Restricted Shares,
Additional Shares and shares held pursuant to the Trust Agreement which
Employee receives as a result of the termination of employment described
above. Interest under the Note shall be payable monthly, with the principal
balance and accrued interest due on the third anniversary of the date of
the loan. The Note shall be subject to mandatory prepayment in the event of
any sale of shares serving as security, in the amount of the sales proceeds
received. There shall be no prepayment penalty or premium.
Each capitalized term used but not defined herein shall have the meaning
ascribed to it in the 2001 Employment Agreement, or if not defined therein, in
the Performance Unit Agreement. Any provision or term of the Performance Unit
Agreement, the Modification Agreement and the Stock Restriction Agreement that
is inconsistent with the provisions of this Agreement or the 2001 Employment
Agreement are hereby amended in all respects as may be necessary to effectuate
the provisions of this Agreement and the 2001 Employment Agreement. All other
provisions set forth in the Performance Unit Agreement, the Modification
Agreement and the Stock Restriction Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE COMPANY
CENTRAL PARKING CORPORATION
By: /s/ Monroe J. Carell, Jr.
--------------------------------
Title Chairman of the Board
EMPLOYEE
/s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
EXHIBIT A
STOCK RESTRICTION AGREEMENT
This STOCK RESTRICTION AGREEMENT (this "Agreement") dated October 10, 1995
is by and between CENTRAL PARKING CORPORATION (the "Company") and XXXXX X. XXXX
(the "Employee") and is entered into in connection with the Company's 1995
Restricted Stock Plan (the "Plan"). All capitalized terms that are not defined
herein shall have the meaning ascribed in the Plan.
1. Pursuant to the Modification of Performance Unit Agreement, made by and
between the Company and the Employee on October 10, 1995, the Company
hereby grants a Stock Award of 119,000 shares of Stock to the Employee. The
Stock Award shall be granted and effective as of the date the Company files
a registration statement on Form S-8 covering the shares to be issued under
the Plan.
2. If the Employee voluntarily terminates his employment with the Company
before his Normal Retirement Date (as defined below) or if the Employee is
terminated for Just Cause (as defined) below), the Employee shall
immediately forfeit all 119,000 shares. If the Employee voluntarily
terminates his employment with the Company before his Normal Retirement
Date or if the Employee is terminated due to a "Termination for Cause" (as
such term is defined in that certain Employment Agreement by and between
the Company and Employee of even date herewith (the "Employment
Agreement")), the Employee shall immediately forfeit all 119,000 shares. If
the Employee's employment is terminated for any other reason, including
death disability, Normal Retirement, "Without Cause Termination" or
"Constructive Discharge" (as such terms are defined in the Employment
Agreement), or the failure of the parties to renew the Employment Agreement
under Section III A of that agreement, then the Employee shall be entitled
to retain all 119,000 shares.
3. This Agreement constitutes a Stock Restriction Agreement referred to in
Section 8 of the Plan with respect to the Stock Award referred to herein.
The terms and conditions of the Plan are incorporated into this Agreement
by reference.
THE COMPANY:
CENTRAL PARKING CORPORATION
By: /s/ Monroe J. Carell, Jr.
--------------------------------
Title Chairman of the Board
EMPLOYEE:
/s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
