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
