EXHIBIT 10.36
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Second
Amendment") is made and entered into as of this 19th day of October 2001, 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"). The Employment Agreement and First 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. By Resolution of the Board of Directors of the Company on October
19, 2001, Executive was elected to the office of Chief Executive Officer, such
office to be held and exercised in addition to his existing duties and
responsibilities as President.
C. The Company and Executive desire to amend certain terms of the
Employment Agreement as hereinafter set forth to reflect the additions in title,
duties, compensation and benefits of Executive which are effective as of October
19, 2001.
NOW, THEREFORE, the Employment Agreement is hereby amended in the following
respects:
1. The first sentence of Paragraph 1. (a) is hereby amended by deleting
the entire sentence and substituting the following sentence in lieu thereof:
"(a) The Company agrees to employ Executive in the position of
Chief Executive Officer and President as of October 19, 2001."
2. Subparagraph (a) of Paragraph 2 is hereby amended by deleting the
entire first sentence and substituting the following sentence in lieu thereof:
"(a) SALARY. Executive shall receive a base salary at the
rate of not less than $530,000 per annum (the "Salary"), payable in
accordance with the normal payroll practices of the Company as in
effect from tine to time (but not less frequently then monthly)."
3. Subparagraph (b) of Paragraph 2 is hereby amended by deleting the
entire subparagraph and inserting the following paragraph in lieu thereof:
"(b) BONUS. For each calendar year during the term of the
Agreement, 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 each year 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%."
4. Subparagraph (f) of Paragraph 2 is hereby amended by inserting the
following sentence immediately following the last sentence of the subparagraph
ending "... applicable to peer Executives.":
"During the Employment Period the Company agrees to reimburse
Executive (i) the initiation cost of a country club membership in the
Chicago metropolitan area, and (ii) the annual cost of such country
club membership, including monthly dues."
5. Subsection (i) of subparagraph 4 (c) is hereby amended by deleting
the reference to "24-month period" in the first sentence and substituting in
lieu thereof "36-month period".
6. Subsection (ii) of subparagraph 4 (c) is hereby amended by (x)
deleting the multiplier "two times" in the first sentence and substituting in
lieu thereof "three times", and (y) deleting the reference to the "24-month
period" in the second sentence and substituting in lieu thereof "36-month
period".
7. Subsection (i) of subparagraph 5 (g) is hereby amended by deleting the
first sentence and substituting the following sentence in lieu thereof:
"(i) if Executive's termination occurs for any reason other than
Cause, the sum of $265,000 in equal monthly installments for up to
eighteen months following the date of Termination."
8. Except as specifically amended by this Second Amendment the Employment
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, Executive and the Company have executed this Second
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
