Exhibit
10.19.3


 


THIRD
AMENDMENT TO

EMPLOYMENT AGREEMENT


 


This Third Amendment to Employment Agreement is
made as of the 1st day of April, 2002, by and between APCOA/Standard Parking, Inc.,
a Delaware corporation (the “Company”) and Michael K. Wolf (the “Executive”).


 


RECITALS


 


A.                                    The
Executive and Standard Parking, L.P., a Delaware limited partnership (“SPLP”),
have previously executed a certain Employment Agreement dated as of March 26,
1998 (the “Original
Employment Agreement”).  The
Company is the successor-in-interest to all of SPLP’s rights, and has assumed
all of SPLP’s obligations, under the Original Employment Agreement.  The Original Employment Agreement was
modified by that certain Amendment To Employment Agreement dated as of June 19,
2000 by and between the Company and Executive (the “First Amendment”) and that
certain Second Amendment To Employment Agreement dated as of December 6, 2000
(the “Second
Amendment”).  The Original
Employment Agreement, as modified by the First Amendment and Second Amendment,
is hereafter referred to as the “Employment Agreement”.


 


B.                                    The
Company and Executive have agreed to modify certain provisions of the
Employment Agreement as set forth below.


 


NOW, THEREFORE, in consideration of the
Recitals, the mutual promises and undertakings herein set forth, and the sum of
Ten Dollars in hand paid, the receipt and sufficiency of which consideration
are hereby acknowledged, the parties hereby agree that the Employment Agreement
shall be deemed modified and amended, effective immediately, as follows:


 


1.                                      Subsections
(d) and (e) of paragraph 7 of the Employment Agreement are hereby deleted in
their entirety, and the following substituted in lieu thereof:


 


“(d)                           From
and after the Effective Date, the Company shall continue to pay $18,588 in
annual premiums payable pursuant to the Policies and their paid-up insurance
riders (collectively, the “Annual Premiums”) for all years through
and including calendar year 2014 or until the date of Executive’s death, if
earlier; provided, however, that the Company’s obligation to pay the Annual
Premiums shall cease immediately if, prior to June 20, 2007, either of the
following shall occur:


 


(i)                                     Executive
voluntarily terminates his employment with the Company other than for Good
Reason, or


 


(ii)                                  the
Company terminates Executive’s employment for Cause (it being acknowledged for
this purpose that the expiration of the Employment Period by reason of the
Company’s giving of a Notice of Nonrenewal shall be deemed to be a termination
other than for Cause).


 

















 


It is the parties’ intent that so long as Executive
remains employed with the Company as of June 20, 2007, the Company’s obligation
to pay the Annual Premiums through calendar year 2014 (or the date of
Executive’s death, if earlier) shall remain unconditional and in full force and
effect even if Executive’s employment with the Company terminates at any time
subsequent to June 20, 2007, regardless of the reason for such termination.”


 


2.                                      Except
as expressly modified above, all of the remaining terms and provisions of the
Employment Agreement are hereby ratified and confirmed in all respects, and
shall remain in full force and effect in accordance with their terms.


 


IN WITNESS WHEREOF, the Company and
Executive have executed this Third Amendment to Employment Agreement as of the
day and year first above written.


 


	
  COMPANY:

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
  APCOA/STANDARD
  PARKING, INC.,

  a Delaware corporation

  	
   

  
	
   

  	
  Michael K. Wolf

  
	
  By:

  	
   

  	
   

  	
   

  
				



 


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