Exhibit
10.23.1


 


FIRST AMENDMENT TO


EMPLOYMENT AGREEMENT


 


 


THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of this             day of June 2002, by and between
APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”),
(successor to “Standard Parking, L. P.”) and Steven A. Warshauer (the
“Executive”).


 


RECITALS


 


A.                                   The Executive and the Company have
previously executed a certain Employment Agreement dated as of March 26, 1998
(the “Employment Agreement”).


 


B.                                     The Company and Executive have agreed to
certain additional terms and modifications relating to the Executive’s
employment as more fully set forth.


 


NOW, THEREFORE, in conversation 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 as of the date first above written as follows:


 


1.                                       Subsection (a) of paragraph 5 is hereby
amended by deleting the entire paragraph following the first sentence ending
with the words “...so paid shall equal the Target Annual Bonus.” and substituting
the following in lieu thereof:


 


“Following a termination of the Executive’s employment
for any reason other than by the Company for Cause and subject to any future
federal or state law or statute that may be enacted or become applicable to the
Company or its then current APCOA Standard Parking Welfare Benefit Plan (the
“Plan”), which prohibits the Company from providing the benefits to Executive
or his dependents described herein without adversely affecting the Company’s
then current Plan (“Future Legal Requirements”), the Executive shall be
entitled to receive family medical and dental coverage under the then current
Plan for the remainder of his life, upon payment by the Executive, of the full
cost of the coverage as determined by the Insurance Company, Third Party
Administrator or Consultants engaged by the Company to administer the
Plan.  Upon the Executive’s death, his
remaining dependents (as defined by the Plan) shall be entitled to continue to
receive coverage under the Plan, subject to Future Legal Requirements and the
Plan’s limitation regarding coverage for dependent children (see the Plan’s
Summary Plan Description for details), at the full cost of providing coverage
as determined above.

















 


Within two weeks of the Executive’s termination, the
Company will notify him of the monthly premium to continue coverage under the
Plan.  This premium is subject to change
on an annual basis and Executive will be notified annually of changes in
premium cost, if any.  The Executive will
be responsible for remitting the monthly premiums for continued coverage under
the Plan no later than the 10th of each month to the Chicago
Corporate offices of the Company. 
Failure to make premium payments when due will result in a loss of
coverage to the Executive and all dependents covered under the Plan.”


 


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


 


 


 




	
  COMPANY:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James A. Wilhelm

  	
   

  	
  Steven A. Warshauer

  
	
  President/Chief Executive Officer