Exhibit 10.32.1


 


FIRST AMENDMENT TO EXECUTIVE


PARKING MANAGEMENT AGREEMENT


 


                This First Amendment to
Executive Parking Management Agreement made as of the I’’ day of August, 1999,
by and among APCOA/Standard Parking, Inc., a Delaware corporation (the ‘‘Company’’),
D&E Parking, Inc., a California corporation (the ‘‘Manager’’), Edward E.
Simmons (‘‘Simmons’’) and Dale G.
Stark (‘‘Starle’). The foregoing shall be referred to, collectively, as ‘‘Parties’’ and, individually as a
‘‘Party’’).


 


RECITALS-


 


                A.            The Parties entered into that certain Executive Parking
Management Agreement dated as of May 1, 1998 (the ‘‘Agreement’’).


 


                B.            The Parties desire to amend the Agreement on the terms
and conditions set forth below.


 


                NOW THEREFORE, in consideration
of the promises hereto and the agreements and covenants hereinafter contained,
the parties hereto, intending to be legally bound hereby, mutually agree as
follows:


 


                I.              Definition . Article I of the Agreement is
hereby amended as follows:


 


                                a.     Sections 1.7 and 1.8 of the Agreement are
hereby deleted.


 


                                b.     The following Sections are hereby added to
the Agreement, as follows: 


 


                                        ‘‘1.11-A
 ‘Plateau’
means:


 


                                                                                        (i)    a.     for
Simmons, the fiscal year 1999 ‘‘Plateau’’ shall be $2,638,000; and


 


                                                                                        b.     for Stark, the fiscal year 1999 ‘‘Plateau’’
shall be $3,238,000.


 


                                                                                        00    the fiscal year 2000
‘‘Plateau’’ (for both Stark and Simmons) shall be calculated to include 50% of
the actual net profit of the Hawaiian Region for the calendar year 1999,
calculated using a methodology similar to that used to calculate the Western
Region Net Profit. 


 


For
purposes of setting the Plateau for any fiscal year, the Plateau will be
adjusted in a manner consistent with the methodology used by the Company to
adjust the plateaus of other senior vice


 


 

















 


presidents
of the Company affected by corporate acquisitions in their respective regions
(the ‘‘Acquisition Adjustment’’).


 


                                                                ‘‘1.17 ‘Western Urban Division’ shall mean those
states and provinces that compose the urban division of the Company’s Western
Region for the purposes of Company’s financial reporting, as such region may be
modified from time to time.


 


                                                                ‘‘1.17 ‘Western Urban Division Net Prorit’ shall
mean net lease and management fee income derived from Parking Services provided
in the Western Urban Division, plus management services income attributable to
the Western Urban Division, less (i) general and administrative costs for the
Western Urban Division, and (ii) depreciation and amortization expense related
to capital expenditures made in the Western Urban Division, but excluding
depreciation and amortization expense related to direct acquisition costs for
business acquisitions (i.e. goodwill amortization and purchase accounting cost
of contract amortization).


 


                2.             Incentive Fee. Article 4 of the Agreement is
hereby amended by deleting Section 4.2 in its entirety and substituting the
following in place thereof


 


‘‘Section
4.2 Incentive Fee. In addition to the Base Fee set forth in Section 4.1 hereof,
the Manager shall be entitled to an annual ‘‘Incentive Fee’’ for as long as at
least one of the Employees continues to perform services under this Agreement,
determined in the manner set forth below;


 


                                                                (a)   So long as Simmons continues to provide services under this
Agreement, a portion of the Incentive Fee (the ‘‘Simmons Incentive!’), shall be an amount equal to -two and
one-half percent (2.5%) of the Western Urban’Division Net Profit for
each-applicable-fiscal year of the Company in excess of the Plateau for that
fiscal year; p-his 


 


                                                                (b)   So long as Stark continues to provide services under this
Agreement, a portion of the Incentive Fee (the ‘‘Stark Incentive’), shall consist of the following two
components:


 


                                                                        (1)   an amount equal to two and one-half percent
(2.5%) of the Western Urban Division Net Profit for each applicable fiscal year
of the Company in excess of the Plateau for that fiscal year; and


 


                                                                        (2)   an amount not to exceed Fifteen Thousand
Dollars ($15,000.00), which will be based upon the Company’s subjective
evaluation of Stark’s ability to meet or exceed the targeted


 


 

















 


                                expectations
established for him from time to time as mutually agreed by the Manager and the

                                Company.


 


                                (c)                           Notwithstanding the
amounts of the Simmons Incentive and the Stark
              Incentive for any given
fiscal year, in no event shall the aggregate Incentive Fee payable for any
given
              fiscal year be less than
Fifty Thousand Dollars ($50,000.00).


 


                                (d)                           The Incentive Fee
shall be determined by the Company and paid in one single
              sum on or before each April 15d’ following the end of the
applicable fiscal year of the Company during
              the term of this
Agreement.’’


 


                3.             Simmons Employment Agreement. Simmons acknowledges
the terms of the Employment Agreement (the ‘‘Employment
Agreement’’) of even date herewith by and between the Company and
Simmons. in the event of a conflict between the provisions contained in this
Agreement and the provisions of the Employment Agreement, Simmores agrees that
the provisions contained in the Employment Agreement shall govern and control.
This Paragraph 3 is only applicable to Simmons and has no effect on Stark.


 


                4.             No Other Amendments. Except as expressly amended
hereby, the Agreement shall remain unchanged and in full force and effect.


 


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


 


	
  APCOA/Standard Parking, Inc.

  	
   

  	
  D&E Parking, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James A. Wilhelm 

  	
   

  	
  By:

  	
  /s/ Ed Simmons

  
	
  James A. Wilhelm

  	
   

  	
  Edward E. Simmons

  
	
  Senior Vice President

  	
   

  	
  President

  
	
  Chief Operations Officer

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ed Simmons

  
	
   

  	
   

  	
  Edward E. Simmons, individually

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Dale G. Stark

  
	
   

  	
   

  	
  Dale G. Stark, individually