Exhibit
10.22.2


 


AMENDED
AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) by and between APCOA/Standard Parking, Inc., a
Delaware corporation (the “Company”), and John Ricchiuto (the “Executive”),
dated as of the 1st day of December 
2002 (the “Effective Date”).


 


RECITALS


 


A.                                   Prior
to the Effective Date, Executive was employed by the Company pursuant to a
Management Employment Agreement dated July 1, 1998 (the “1998 Employment
Agreement”).  The Company is in the
business of operating private and public parking facilities for itself, its
subsidiaries, affiliates and others, and as a consultant and/or manager for
parking facilities operated by others throughout the United States and Canada
(the Company and its subsidiaries and affiliates and other Company-controlled
businesses engaged in parking garage management (in each case including their
predecessor’s or successor’s) are referred to hereinafter as the “Parking
Companies”).


 


B.                                     In
the course of Executive’s employment previously and hereunder, Executive has
had and will have access to highly confidential and proprietary information of
the Parking Companies and their clients, including without limitation the
information referred to in Paragraph 6 hereafter.


 


C.                                     The
Company and Executive desire to continue Executive’s employment relationship
with the Company and amend and restate the terms of Executive’s 1998 Employment
Agreement, on and subject to the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration of: (i) the foregoing
premises, (ii) the mutual covenants and agreements herein contained and (iii)
the salary continuation payment payable on termination, the Company and
Executive hereby covenant and agree as follows:


 


1.                                       Employment
Period.  The Company shall employ
the Executive, and the Executive shall serve the Company, on the terms and
conditions set forth in this Agreement, for a period beginning on December 1,
2002 and ending December 31, 2004 (the “Employment Period”). The Employment
Period shall automatically extend for additional terms of one (1) year each
(individually referred to as a “Renewal Period” and in the plural as the
“Renewal Periods”) unless the Company or Executive shall have given notice in
writing of their intention not to renew the Agreement not less than one hundred
twenty (120) days prior to the expiration of the Employment Period or any
applicable Renewal Period.  The
Employment Period, as extended by one or more Renewal Periods, shall hereinafter
be deemed to be the Employment Period. 
Notwithstanding any such termination, Paragraph 6 of this Agreement
shall remain in full force and effect.


 


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2.                                       Position
and Duties.  During the Employment
Period, the Executive shall serve as Executive Vice President-Operations of the
Company, with the duties, authority and responsibilities as are commensurate
with such position and as are customarily associated with such position.  Executive shall hold such other positions in
the Company or any of the other Parking Companies as may be assigned to him
from time to time by the Chief Executive Officer of the Company. The Executive
shall report directly to the Chief Executive Officer of the Company or as
otherwise directed by the Chief Executive Officer.   During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive shall
devote full attention and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive under this Agreement, use the
Executive’s reasonable best efforts to carry out such responsibilities
faithfully and efficiently.  The Executive
shall not, during the terms of this Agreement, engage in any other business
activities that will interfere with the Executive’s employment pursuant to this
Agreement.  Executive shall discharge
his duties and responsibilities under this Agreement in accordance with the
Company’s Code of Conduct presently in effect or as amended and modified from
time to time hereafter.


 


3.                                       Compensation.


 


(a)                                Base
Salary.  During the Employment
Period, the Executive shall receive an annual base salary of $200,000 (the
“Annual Base Salary”), payable in accordance with the Company’s normal payroll
practice for executives as in effect from time to time.  The Annual Base Salary shall be subject to
review annually in accordance with the Company’s review policies and practices
for executives as in effect at the time of any such review.


 


(b)                                 Bonus.  For each calendar year ending during the
Employment Period, the Executive shall be eligible to receive an annual bonus
(the “Annual Bonus”), based upon terms and conditions of an annual bonus
program established for the Executive by the Company.  It currently is expected that the Annual Bonus will be paid in
the month of April following the calendar year in which the Annual Bonus is
earned.  In all events, the Annual Bonus
program shall provide that the Executive’s target bonus (“Target Annual Bonus”)
will be a percentage of the Annual Base Salary, with the actual amount of the
Annual Bonus determined in accordance with the terms of the Annual Bonus
program.  Executive shall be entitled to
a guaranteed Annual Bonus of $35,000 for calendar year 2003.  For calendar year 2002, Executive shall be
entitled to annual bonus calculated in accordance with the Executive’s 1998
Employment Agreement.


 


(c)                                  Equity
Plan.  In the event the Company adopts
an equity plan or program (the “Equity Plan”) for its key executives during the
term of this Agreement, the Executive shall be entitled to participate in the
Equity Plan on a similar basis as similarly situated executive vice presidents
of the Company from and after the effective date thereof in accordance with the
terms and conditions of the Equity Plan.


 


(d)                                 Other
Benefits. In addition to the foregoing, during the Employment Period:  (i) the Executive shall be entitled to
participate in savings, retirement, and fringe benefit plans, practices,
policies and programs of the Company as in effect from time to time, including,
but not limited to the Company’s 401(K) plan, on the same terms and conditions
as those 


 


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applicable to peer executives; (ii) the Executive shall be entitled to
four (4) weeks of annual vacation (prorated for the calendar year ending
December 31, 2002), to be taken in accordance with the Company’s vacation
policy as in effect from time to time; and (iii) the Executive and the
Executive’s family shall be eligible for participation in, and shall receive
all benefits under medical, disability and other welfare benefit plans,
practices, policies and programs provided by the Company, as in effect from
time to time, on the same terms and conditions as those applicable to peer
executives, including the benefits described on Exhibit A attached hereto and
incorporated herein by reference.


 


(e)                                  Business
Expenses.  Executive shall be
reimbursed by the Company for those business expenses authorized by the Company
and those for which are necessarily and reasonably incurred on behalf of the
Company and which may be properly be deducted by the Company as business
expenses for federal tax purposes.


 


4.                                       Termination
of Employment.


 


(a)                                Death
or Disability.  In the event of the
Executive’s death during the Employment Period, the Executive’s employment with
the Company shall terminate automatically. 
The Company, in its discretion, shall have the right to terminate the
Executive’s employment because of the Executive’s Disability during the
Employment Period.  For purposes of this
Agreement, “Disability” shall mean the absence of the Executive from the
Executive’s duties with the Company on a full-time basis for 180 consecutive
business days, or for periods aggregating 180 business days in any period of
twelve months, as a result of incapacity due to mental or physical illness or
injury which is determined to be total and permanent by a physician selected by
the Company or its insurers.  A
termination of the Executive’s employment by the Company for Disability shall
be communicated to the Executive by written notice, and shall be effective on
the 30th day after receipt of such notice by the Executive (the “Disability
Effective Date”), unless the Executive returns to full-time performance of the
Executive’s duties before the Disability Effective Date.


 


(b)                                 By
the Company.  In addition to
termination for Disability, the Company may terminate the Executive’s employment
during the Employment Period for Cause or without Cause.  “Cause” means:


 


(i)                                     the
continued and willful or deliberate failure of the Executive to substantially
perform the Executive’s duties, or to comply with the Executive’s obligations,
under this Agreement (other than as a result of physical or mental illness or
injury); or


 


(ii)                                  illegal
or gross misconduct by the Executive, in either case that is willful and
results in material damage to the business or reputation of the Company.


 


Upon the occurrence of events constituting Cause as
defined in subsection (i) of this paragraph (b), the Company shall give the
Executive advance notice of any such termination for Cause and shall provide
the Executive with a reasonable opportunity to cure.


 


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(c)                                  Voluntarily
by the Executive.  The Executive may
terminate his employment by giving written notice thereof to the Company,
provided, however, that if Executive terminates his employment for Good Reason,
such termination shall not be considered a voluntary termination by Executive
and Executive shall be treated as if he had been terminated by the Company
pursuant to paragraph 5(a) below.   “Good Reason” means any of the following:


 


(ii)                                  the
Company requires or otherwise takes such action as would require the
Executive’s relocation from Cleveland. Ohio;


 


(ii)                                  a
reduction in the Executive’s Annual Salary, which is not accompanied by a
similar reduction in annual salaries of similarly situated executive’s of the
Company; or


 


(iii)                               a
breach by the Company of this Agreement after Executive has given advance
written notice of any such breach to the Company and a reasonable opportunity
to cure.


 


(d)                                 Date
of Termination.  The “Date of
Termination” means the date of the Executive’s death, the Disability Effective
Date, the date on which the termination of the Executive’s employment by the
Company for Cause, as set forth in notice from the Company, is effective, the
date that notice of termination is provided to the Executive from Company of a
termination of the Executive’s employment by the Company other than for Cause
or Disability, or the date on which the Executive gives the Company notice of
termination of employment, as the case may be.


 


5.                                       Obligations
of the Company upon Termination.


 


(a)                                  By
the Company Other Than for Cause or Disability.  If, during the Employment Period, the Company terminates the
Executive’s employment, other than for Cause or Disability, the Company shall,
for the duration of the Employment Period, as in effect immediately before the
Date of Termination, continue to pay the Executive the Annual Base Salary and
the Annual Bonus through the end of such Employment Period, as and when such
amounts would be paid in accordance with paragraph 3(a) and (b) above, provided
the amount of any Annual Bonus so paid shall equal the Target Annual
Bonus.  The Company shall also continue
to provide for the same period welfare benefits to the Executive and the
Executive’s family, at least as favorable as those that would have been
provided to them under clause (d)(iii) of Paragraph 3 of this Agreement if the
Executive’s employment had continued until the end of the Employment Period,
provided, that during any period when the Executive is eligible to receive such
benefits under another employer-provided plan, the benefits provided by the
Company under this paragraph 5(a) may be made secondary to those provided under
such other plan and shall pay Executive any accrued but unpaid vacation pay.


 


(b)                                 Death.  If the Executive’s employment is terminated
by reason of the Executive’s death during the Employment Period, the Company
shall make, within 30 days after the Date of Termination, a lump-sum cash
payment to the Executive’s estate equal to the sum of (i) the Executive’s Annual
Base Salary through the end of the calendar month in which death 


 


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occurs, (ii) any earned and unpaid Annual Bonus for
any calendar year ended prior to the Date of Termination and a pro-rated Target
Bonus for services to the Date of Termination, (iii) any accrued but unpaid
vacation pay and (iv) any other vested benefits to which the Executive is
entitled, in each case to the extent not yet paid, except for any death
benefit, in which case the death benefit shall be paid to Executive’s estate
within seven (7) days following receipt of any such death benefit by the
Company from the insurer.


 


(c)                                  Disability.  In the event the Executive’s employment is
terminated by reason of the Executive’s Disability during the Employment Period
in accordance with paragraph 4(a) hereof, the Company shall pay to the
Executive or the Executive’s legal representative, as applicable, (i) the
Executive’s Annual Base Salary for the duration of the Employment Period in
effect immediately before the Date of Termination, provided that any such
payments made to the Executive shall be reduced by the sum of the amounts, if
any, payable to the Executive under any disability benefit plans of the Company
or under the Social Security disability insurance program, (ii) any earned and
unpaid Annual Bonus for any calendar year ended prior to the Date of
Termination and a prorated Target Bonus for services to the Date of
Termination, and (iii) any other vested benefits to which the Executive is entitled,
in each case to the extent not yet paid, including, but not limited to accrued
but unpaid vacation pay.


 


(d)                                 Cause;
Voluntary Termination:  If the
Executive’s employment is terminated by the Company for Cause or the Executive
voluntarily terminates his employment during the Employment Period, the Company
shall pay the Executive (i) the Annual Base Salary through the Date of
Termination (ii) the Annual Bonus for any calendar year ended prior to the Date
of Termination, and (iii) any other vested benefits to which the Executive is
entitled, in each case to the extent not yet paid, including, but not limited
to accrued but unpaid vacation pay and the Company shall have no further
obligations to the Executive under this Agreement.


 


6.                                       Protection
of Company Assets.


 


(a)                                  Trade
Secret and Confidential Information. 
The Executive recognizes and acknowledges that the acquisition and
operation of, and the providing of consulting services for, parking facilities
is a unique enterprise and that there are relatively few firms engaged in these
businesses in the primary areas in which the Parking Companies operates.  The Executive further recognizes and
acknowledges that as a result of his employment with the Parking Companies, the
Executive has had and will continue to have access to confidential information
and trade secrets of the Parking Companies that constitute proprietary
information that the Parking Companies are entitled to protect, which
information constitutes special and unique assets of the Parking Companies,
including without limitation (i) information relating to the Parking Companies’
manner and methods of doing business, including without limitation, strategies
for negotiating leases and management agreements; (ii) the identity of the
Parking Companies’ clients, customers, lessors and locations, and the identity
of any individuals or entities having an equity or other economic interest in
any of the Parking Companies to the extent such identity has not otherwise been
voluntarily disclosed by any of the Parking Companies; (iii) the specific
confidential terms of management agreements, leases or other business
agreements, including without limitation the duration of, and the fees, rent or
other payments due thereunder; (iv) the identities of beneficiaries under land
trusts; (v) the business, developments, activities or systems 


 


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of the Parking
Companies, including without limitation any marketing or customer service
oriented programs in the development stages or not otherwise known to the
general public; (vi) information concerning the business affairs of any
individual or firm doing business with the Parking Companies; (vii) financial
data and the operating expense structure pertaining to any parking facility
owned, operated, leased or managed by the Parking Companies or for which the
Parking Companies have or are providing consulting services; and (viii) other
confidential information and trade secrets relating to the operation of the
Company’s business (the matters described in this sentence hereafter referred
to as the “Trade Secret and Confidential Information”).


 


(b)                                 Customer
Relationships.  The Executive
understands and acknowledges that the Company has expended significant
resources over many years to identify, develop, and maintain its clients.  The Executive additionally acknowledges that
the Company’s clients have had continuous and long-standing relationships with
the Company and that, as a result of these close, long-term relationships, the
Company possesses significant knowledge of its clients and their needs.  Finally, the Executive acknowledges the
Executive’s association and contact with these clients is derived solely from
his employment with the Company.  The
Executive further acknowledges that the Company does business throughout the
United States and that the Executive personally has significant contact with
the Company customers solely as a result of his relationship with the Company.


 


(c)                                  Confidentiality.  With respect to Trade Secret and
Confidential Information, and except as may be required by the lawful order of
a court of competent jurisdiction, the Executive agrees that he shall:


 


(i)                                     hold
all Trade Secret and Confidential Information in strict confidence and not
publish or otherwise disclose any portion thereof to any person whatsoever
except with the prior written consent of the Company;


 


(ii)                                  use
all reasonable precautions to assure that the Trade Secret and Confidential
Information are properly protected and kept from unauthorized persons;


 


(iii)                               make
no use of any Trade Secret and Confidential Information except as is required
in the performance of his duties for the Company; and


 


(iv)                              upon
termination of his employment with the Company, whether voluntary or
involuntary and regardless of the reason or cause, or upon the request of the
Company, promptly return to the Company any and all documents, and other things
relating to any Trade Secret and Confidential Information, all of which are and
shall remain the sole property of the Company. 
The term “documents” as used in the preceding sentence shall mean all
forms of written or recorded information and shall include, without limitation,
all accounts, budgets, compilations, computer records (including, but not
limited to, computer programs, software, disks, diskettes or any other
electronic or magnetic storage media), contracts, correspondence, data,
diagrams, drawings, financial statements, memoranda, microfilm or microfiche,
notes, notebooks, marketing or other plans, printed materials, records and
reports, as well as any and all copies, reproductions or summaries thereof.


 


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Notwithstanding
the above, nothing contained herein shall restrict the Executive from using, at
any time after his termination of employment with the Company, information
which is in the public domain or knowledge acquired during the course of his
employment with the Company which is generally known to persons of his
experience in other companies in the same industry.


 


(d)                                 Assignment
of Intellectual Property Rights. 
The Executive agrees to assign to the Company any and all intellectual
property rights including patents, trademarks, copyright and business plans or
systems developed, authored or conceived by the Executive while so employed and
relating to the business of the Company, and the Executive agrees to cooperate
with the Company’s attorneys to perfect ownership rights thereof in the Company
or any one or more of the Company. This agreement does not apply to an
invention for which no equipment, supplies, facility or Trade Secret and
Confidential Information of the Company was used and which was developed
entirely on the Executive’s own time, unless (i) the invention relates either
to the business of the Company or to actual or demonstrably anticipated
research or development of the Parking Companies, or (ii) the invention results
from any work performed by the Executive for the Parking Companies.


 


(e)                                  Inevitable
Disclosure.  Based upon the Recitals
to this Agreement and the representations the Executive has made in paragraphs
6(a) and 6(b) above, the Executive acknowledges that the Company’s business is
highly competitive and that it derives significant value from both its Trade
Secret and Confidential Information not being generally known in the
marketplace and from their long-standing near-permanent customer
relationships.  Based upon this
acknowledgment and his acknowledgments in paragraphs 6(a) and 6(b), the
Executive further acknowledges that he inevitably would disclose the Company’s
Trade Secret and Confidential Information, including trade secrets, should the
Executive serve as director, officer, manager, supervisor, consultant,
independent contractor, owner of greater than 1% of the stock, representative,
agent, or executive (where the Executive’s duties as an employee would involve
any level of strategic, advisory, technical, creative sales, or other similar
input) for any person, partnership, joint venture, firm, corporation, or other
enterprise which is a competitor of the Company engaged in providing parking
facility management services because it would be impossible for the Executive
to serve in any of the above capacities for such a competitor of the Company
without using or disclosing the Company’s Trade Secret and Confidential
Information, including trade secrets. 
The above acknowledgment concerning inevitable disclosure is a
rebuttable presumption.  Executive may,
in particular circumstances, rebut the presumption by proving by clear and
convincing evidence that the Executive would not inevitably disclose trade
secret or confidential information were he to accept employment or otherwise
act in a capacity that would arguably violate this Agreement


 


(f)                                    Non-Solicitation. 
The Executive agrees that while he is employed by the Company and for a
period of eighteen (18) months after the Date of Termination, the Executive
shall not, directly or indirectly:


 


(i)                                     without
first obtaining the express written permission of the Company’s General Counsel
which permission may be withheld solely in the Company’s 


 


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discretion, directly or indirectly contact or solicit business from any
client or customer of the Company with whom the Executive had any contact or
about whom the Executive acquired any Trade Secret or Confidential Information
during his employment with the Company or about whom the Executive has acquired
any information as a result of his employment with the Company.  Likewise, the Executive shall not, without
first obtaining the express written permission of the Company’s General Counsel
which permission may be withheld solely in the Company’s discretion, directly
or indirectly contact or solicit business from any person responsible for
referring business to the Company or who regularly refers business to the
Company with whom the Executive had any contact or about whom the Executive
acquired any Trade Secret or Confidential Information during his employment
with the Company or about whom the Executive has acquired any information as a
result of his employment with the Company. 
The Executive’s obligations set forth in this subparagraph are in
addition to those obligations and representations, including those regarding
Trade Secret and Confidential Information and inevitable disclosure of the  Trade Secret and Confidential Information of
the Parking Companies set forth in Paragraph 6 of this Agreement; or


 


(ii)                                  take
any action to recruit or to assist in the recruiting or solicitation for
employment of any officer, employee or representative of the Parking Companies.


 


It is not the
intention of the Company to interfere with the employment opportunities of
former employees except in those situations, described above, in which such
employment would conflict with the legitimate interests of the Company.  If the Executive, after the termination of
his employment hereunder, has any question regarding the applicability of the
above provisions to a potential employment opportunity, the Executive
acknowledges that it is his responsibility to contact the Company so that the
Company may inform the Executive of its position with respect to such
opportunity.


 


(g)                                 Salary
Continuation Payments.                            As
additional consideration for the representation and restrictions contained in this
paragraph 6, the Company agrees to pay Executive if Executive’s termination
occurs for any reason other than Cause or due to Executive’s termination
pursuant to paragraph 5 (d) (“Voluntary Termination”), an amount equal to the
Executive’s annual salary for up to eighteen (18) months (the “Salary
Continuation Payments”) following the Date of Termination, payable in equal
monthly or more frequent installments in accordance with the Company’s normal
payroll practices then in effect.  In
the event of a Voluntary Termination, the Salary Continuation Payments shall be
reduced to an amount equal to $50,000, payable over a 12-month period following
the Date of Termination in equal monthly installments.  In the event Executive breaches this
Agreement at any time during the 18-month period following the Date of
Termination, the Company’s obligation to continue any Salary Continuation
Payments shall immediately cease and Executive agrees to return to Company all
Salary Continuation Payments paid up to that time.  The termination of Salary Continuation Payments shall not waive
any other rights at law or equity which the Company may have against Executive
by virtue of his breach of this Agreement. The Company’s obligation to make
Severance Payments shall also cease with respect to periods after Executive’s
death.


 


(h)                                 Remedies.  The Executive acknowledges that the Company
would be irreparably injured by a violation of the covenants of this paragraph
6 and agrees that the 


 


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Company, or any
one or more of the Parking Companies, in addition to any other remedies
available to it or them for such breach or threatened breach, shall be entitled
to a preliminary injunction, temporary restraining order, or other equivalent
relief, restraining the Executive from any actual or threatened breach of any
of the provisions of this paragraph 6. 
If a bond is required to be posted in order for the Company or any one
or more of the Company to secure an injunction or other equitable remedy, the
parties agree that said bond need not exceed a nominal sum.  This paragraph shall be applicable
regardless of the reason for the Executive’s termination of employment, and
independent of any alleged action or alleged breach of any provision hereby by
the Company.  If at any time any of the
provisions of this paragraph 6 shall be determined to be invalid or
unenforceable by reason of being vague or unreasonable as to duration, area,
scope of activity or otherwise, then this paragraph 6 shall be considered
divisible (with the other provisions to remain in full force and effect) and
the invalid or unenforceable provisions shall become and be deemed to be
immediately amended to include only such time, area, scope of activity and
other restrictions, as shall be determined to be reasonable and enforceable by
the court or other body having jurisdiction over the matter, and the Executive
expressly agrees that this Agreement, as so amended, shall be valid and binding
as though any invalid or unenforceable provision had not been included herein.


 


(i)                                     Attorneys’
Fees.  In the event of litigation in
connection with or concerning the subject matter of this Agreement, the
prevailing party shall be entitled to recover all costs and expenses of
litigation incurred by it, including attorneys’ fees and, in the case of the
Company, reasonable compensation for the services of its internal personnel.


 


7.                                       Severability.  The invalidity or unenforceability of any
provision of this Agreement will not affect the validity or enforceability of
any other provision of this Agreement, and this Agreement will be construed as
if such invalid or unenforceable provision were omitted (but only to the extent
that such provision cannot be appropriately reformed or modified).


 


8.                                       Notices.  Any notice which any party shall be required
or shall desire to serve upon the other shall be in writing and shall be
delivered personally or sent by registered or certified mail, postage prepaid,
or sent by facsimile or prepaid overnight courier, to the parties at the
addresses set forth below (or such other addresses as shall be specified by the
parties by like notice):


 


	
  In the case of Executive to:

  	
   

  	
  John Ricchiuto

  10354 Merriam Lane

  Twinsburg, Ohio 44087

  
	
   

  	
   

  	
   

  
	
  In the case of the Company to:

  	
   

  	
  APCOA/Standard Parking, Inc.

  900 North Michigan Avenue

  Suite 1600

  Chicago, Illinois  60611

  Attention:  General Counsel

  



 


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9.                                       Applicable
Law; Submission to Jurisdiction. 
This Agreement shall be construed in accordance with the laws and
decisions of the State of Illinois in the same manner applicable to contracts
made and to be performed entirely within the State of Illinois and without
regard to the conflict of law provisions thereof.  Executive and the Company agree to submit himself and itself, as
applicable, to the non-exclusive general jurisdiction of any United States
federal or Illinois state court sitting in Chicago, Illinois and appellate
courts thereof, in any legal action or proceeding relating to this Agreement or
Executive’s employment with the Company.


 


10.                                 Nonalienation.  The interests of the Executive under this
Agreement are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors
of the Executive or the Executive’s beneficiary.


 


11.                                 Amendment.  This Agreement may be amended or cancelled
only by mutual agreement of the parties in writing without the consent of any
other person.


 


12.                                 Waiver
of Breach.  No waiver by any party hereto
of a breach of any provision of this Agreement by any other party, or of
compliance with any condition or provision of this Agreement to be performed by
such other party, will operate or be construed as a waiver of any subsequent
breach by such other party or any similar or dissimilar provisions and
conditions at the same or any prior or subsequent time.  The failure of any party hereto to take any
action by reason of such breach will not deprive such party of the right to
take action at any time while such breach continues.


 


13.                                 Successors.  This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, of all or substantially all of the Company’s assets and
business.  The Executive’s duties
hereunder are personal and may not be assigned.


 


14.                                 Entire
Agreement.  Except as otherwise
noted herein, this Agreement, constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, either oral or in writing, if
any, between the parties relating to the subject matter hereof.


 


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15.                                 Acknowledgement
by Executive.  The Executive has
read and fully understands the terms and conditions set forth herein, has had
time to reflect on and consider the benefits and consequences of entering into
this Agreement and has had the opportunity to review the terms hereof with an
attorney or other representative, if he so chooses.  The Executive has executed and delivered this Agreement as his
free and voluntary act, after having determined that the provisions contained
herein are of a material benefit to him, and that the duties and obligations
imposed on him hereunder are fair and reasonable and will not prevent him from
earning a livelihood following the Date of Termination.


 


 


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


 


	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James A. Wilhelm

  
	
   

  	
   

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  John Ricchiuto

  



 


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