Exhibit 10.1


 


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT


 


THIS AMENDED AND
RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)
by and between Standard Parking Corporation, a
Delaware corporation previously known as APCOA/Standard Parking, Inc. (the
“Company”) and James A.
Wilhelm (the “Executive”) is
dated as of the 28th day of January, 2009 (the “Effective Date”).


 


RECITALS


 


A.            Prior
to the Effective Date, Executive was employed by the Company pursuant to an
Executive Employment Agreement made and entered into effective as of August 1,
1999 (the “1999 Employment Agreement”), which
was successively amended pursuant to a First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and Seventh
Amendment dated April 25, 2001, October 19, 2001, January 31,
2002, April 1, 2003, April 30, 2004, April 1, 2005 and December 29,
2008, respectively (the 1999 Employment Agreement as amended by said seven
Amendments being hereafter referred to collectively, unless the context
otherwise requires or provides, as the “Original Employment
Agreement”).  The Company’s
primary business is operating private and public parking facilities for its
clients, itself, its subsidiaries, affiliates and 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 predecessors and/or successors) 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 below.


 


C.            The
Company and Executive desire to continue Executive’s employment relationship
with the Company, and to amend and restate the terms of Executive’s Original
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 Executive, and
Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for a period beginning on the Effective Date and ending May 1,
2011 (the “Initial  Employment
Period”); provided, however, that commencing May 1, 2011 and
thereafter on each annual anniversary of such date (each such May 1 being
referred to as a “Renewal Date”),
the Initial Employment Period, unless previously terminated, shall be
automatically extended so as to terminate three (3) years from the Renewal
Date (individually referred to as a “Renewal Period”
and in the plural as the “Renewal Periods”)
unless at least one hundred eighty (180) days prior to the Renewal Date the
Company or Executive shall terminate this Agreement by giving notice to the
other party that the Employment Period shall not be so extended.  The Initial Employment Period, as


 

















 


extended by one or more Renewal Periods, shall hereafter be referred to
as the “Employment Period”.  Notwithstanding any such termination,
paragraph 6 of this Agreement shall remain in full force and effect.


 


2.             Position
and Duties.


 


(a)           During the Employment Period,
Executive shall serve as the Company’s President and Chief Executive Officer,
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 Company’s Board of Directors (the “Board”) or its Chairman. 
Executive shall report directly to the Chairman of the Board or as
otherwise directed by the Board.


 


(b)           During the Employment Period, and
excluding any periods of vacation and sick leave to which Executive is
entitled, 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 Executive under this Agreement,
use Executive’s reasonable best efforts to carry out such responsibilities
faithfully and efficiently.  Executive
acknowledges that the relative time and effort that he will need to devote to
any of the Parking Companies will vary from time to time as required by the
respective business needs of the Company and such other Parking Companies as
may be in existence from time to time. 
Executive may also be called upon by the Company to perform consulting
or other advisory services for various clients of the Company and/or the other
Parking Companies from time to time.


 


(c)           Executive shall not, during the term
of this Agreement, engage in any other business activities that will interfere
or conflict in any material way with Executive’s employment pursuant to this
Agreement.  Executive shall discharge his
duties and responsibilities under this Agreement in accordance with all
applicable Company codes of conduct presently in effect or as amended and
modified from time to time hereafter. 
Notwithstanding the foregoing provisions of this paragraph 2, Executive
may engage in activities other than those required under this Agreement, such
as management of personal investments, activities involving professional,
charitable, educational, religious and similar types of organizations, speaking
engagements, membership on the boards of directors of other organizations, and
similar type activities to the extent that such other activities do not
interfere with the performance of Executive’s duties under this Agreement, or
conflict in any material way with the Company’s business.


 


3.             Compensation.


 


(a)           Base Salary.  As of the Effective Date, Executive is
receiving base salary at the annual rate of $624,576 (the “Annual Base
Salary”), which includes an amount intended to compensate Executive
for a car allowance that previously had been in effect but which was terminated
prior to the Effective Date.  As of April 1,
2009 and each April 1 thereafter during the Employment Period, the Annual
Base Salary shall be increased by the percentage increase, if any, occurring in
the Consumer Price Index – All Urban Consumers (Current Series), for the twelve
month period ending on the immediately preceding February 28 (or 29th, in the case of a


 


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leap year).  The Annual Base Salary shall be payable in
accordance with the Company’s normal payroll practice for executives as in
effect from time to time, and 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, Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) based upon terms and conditions of an annual
bonus program established for Executive by the Company (the “Annual Bonus Program”). 
The Annual Bonus will be paid in the calendar year immediately following
the year for which it is earned, no later than March 15 of such year.  In all events, Executive’s target Annual
Bonus (the “Target Annual Bonus”) throughout
the Employment Period will be not less than $150,000 per calendar year, with
the actual amount of the Annual Bonus being determined in relation to the
Target Annual Bonus in accordance with the terms of the Annual Bonus Program,
which as of the Effective Date are as outlined on Exhibit A
attached hereto.


 


(c)           Equity Plan.  In the event the Company adopts one or more
equity plans or programs for its key executives during the Employment Period
(each an “Equity Plan,” which as of the Effective
Date includes the Company’s Long Term Incentive Plan), Executive shall be
entitled to participate in the Equity Plan 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) 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 terms
and conditions no less favorable than those applicable to peer executives
(which for purposes of this Agreement shall mean the Company’s Executive Vice
Presidents); (ii) Executive shall be entitled to four (4) weeks of
annual vacation, to be taken in accordance with the Company’s vacation policy
as in effect from time to time; (iii) the Company shall pay Executive’s
annual cost of a country club membership (including without limitation monthly
dues) in the Chicago metropolitan area, and (iv) Executive and Executive’s
family shall be eligible for participation in, and shall receive all benefits
under, group 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.


 


(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 Executive’s death during the
Employment Period, Executive’s employment with the Company shall terminate
automatically.  The Company, in its
discretion, shall have the right to terminate Executive’s employment because of
Executive’s Disability during the Employment Period.  For purposes of this Agreement, “Disability” shall mean physical or mental disability that
renders Executive


 


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incapable of performing
substantially all of the duties of his employment with the Company, as such
employment exists on the date immediately prior to the commencement of such
disability (the “Disability Effective Date”), which
disability is likely to be permanent and continuing during the remainder of
Executive’s lifetime.  The Company’s
termination of Executive’s employment by reason of Executive’s Disability shall
be communicated to Executive by written notice and shall be effective as of the
Disability Effective Date.


 


(b)           By the Company.  In addition to termination by reason of
Executive’s Disability, the Company may terminate Executive’s employment during
the Employment Period for Cause or Performance Reasons.  As used in this Agreement, the term “Cause” means:


 


(i)            Executive
knowingly and willfully engages in or manifests his intent to engage in conduct
which is demonstrably and materially injurious to the Company, monetarily or
otherwise; or


 


(ii)           Executive
engages in egregious misconduct involving serious moral turpitude to the extent
that, in the reasonable judgment of the Company, Executive’s credibility and
reputation no longer conform to the standard of the Company’s executives.


 


As used in this
Agreement, the term “Performance Reasons”
means:


 


(i)            a material breach by Executive of
the terms of this Agreement, or


 


(ii)           Executive’s gross misconduct or gross
negligence in the performance of his duties.


 


(c)           Voluntary Termination by Executive.  Executive may voluntarily terminate his
employment during the Employment Period (“Voluntary Termination”)
by giving written notice thereof to the Company; provided, however, that if
Executive terminates his employment for Good Reason as hereafter defined, such
termination shall not be considered a Voluntary Termination by Executive, and instead
Executive shall be treated as if he had been terminated by the Company pursuant
to paragraph 5(d) below.   “Good Reason”
means:


 


(i)            without the express written consent
of Executive, (1) the assignment to Executive of duties inconsistent in
any substantial respect with Executive’s position, authority or
responsibilities within the Company, or (2) any other substantial adverse
change in such position (including without limitation titles, authority or
responsibilities) or significant reduction in Annual Base Salary or Annual
Bonus;


 


(ii)           any failure by the Company to comply
with any of the provisions of this Agreement, other than an insubstantial and
inadvertent failure remedied by the Company promptly after receipt of notice
thereof given by Executive; or


 


(iii)          the Company requires, or otherwise
takes such action as would require, the Executive’s relocation.


 


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(d)           Date of Termination.  The “Date of Termination”
means (i) the date of Executive’s death, (ii) the Disability
Effective Date, (iii) the effective date of termination of Executive’s
employment by the Company for Cause or Performance Reasons, as set forth in a
written notice from the Company, (iv) the date that notice of the Company’s
termination of Executive’s employment for reasons other than for Cause,
Performance Reasons, death or Disability is received by Executive, or (v) the
date on which Executive gives the Company notice of Executive’s voluntary
termination of employment or his termination of employment for Good Reason, as
the case may be.


 


5.             Obligations
of the Company upon Termination.


 


(a)           Obligations as of Date of
Termination.  Upon the termination of
Executive’s employment for any reason, then in addition to any other
obligations of the Company pursuant to this Agreement, the Company shall pay
Executive:


 


(i)            Executive’s Annual Base Salary for
the period ending with the Date of Termination;


 


(ii)           payment for unused vacation days
accrued for the year in which Executive’s termination occurs, as determined in
accordance with the Company’s policy as in effect from time to time; and


 


(iii)          any other payments or benefits to be
provided to Executive by the Company pursuant to any employee benefit plans or
arrangements adopted by the Company, to the extent such amounts are due from
the Company.


 


Except as may be
otherwise provided to the contrary in this Agreement, nothing in this Agreement
shall be construed as requiring Executive to be treated as employed by the
Company for purposes of any employee benefit plan following the Date of
Termination.


 


(b)           Upon Termination by the Company
for Cause or Performance Reasons, or by reason of Executive’s Death or
Voluntary Termination.  If Executive’s
employment in terminated (x) by the Company for Cause or due to
Performance Reasons, or (y) by reason of Executive’s death or Voluntary
Termination, then except as required by law or otherwise expressly provided in
this Agreement or agreed to in writing between Executive and the Company, and
except for the payments to be made pursuant to subparagraph 5(a) and any
Salary Continuation Payments to be made as provided in paragraph 6(g), the
Company shall have no obligation to make any payments or provide any benefits
to Executive for periods after the Date of Termination.


 


(c)           Upon Termination by the Company by
Reason of Executive’s Disability.  If
Executive’s employment is terminated by reason of Executive’s Disability in
accordance with paragraph 4(a) hereof, then in addition to the amounts to
be paid pursuant to subparagraph 5(a), the Company shall pay to Executive or
Executive’s legal representative, as applicable, for the duration of the
Employment Period: (i) Executive’s Annual Base Salary at the rate in
effect immediately preceding the Date of Termination, provided that any such
payments made to Executive shall be reduced by the sum of the amounts, if any,
payable to Executive under any disability benefit plans of the Company or under
the Social Security disability insurance 


 


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program, (ii) any
earned and unpaid Annual Bonus for any calendar year ended prior to the Date of
Termination and a prorated Target Annual Bonus for services rendered in the
calendar year in which the Date of Termination occurs, and (iii) any other
vested benefits to which Executive is entitled, in each case to the extent not
yet paid.  The Annual Base Salary and
Annual Bonus payments to be made hereunder shall be made as and when such
amounts would be paid in accordance with paragraphs 3(a) and (b) above.


 


(d)           Upon Termination by the Company
for Other Reasons.  If the Company
terminates Executive’s employment for any reason other than those described in
subparagraphs 5(b) or 5(c) above, then in addition to the amounts
payable pursuant to subparagraph 5(a), the Company’s obligations to Executive
shall be as follows:


 


(i)            During
the sixty (60) month period following the Date of Termination, and except to
the extent prohibited under the terms of any applicable insurance policy,
Executive shall continue to be covered under the Company’s welfare benefit
plans to the same extent and on the same terms as those benefits are provided
to the Company’s active employees.


 


(ii)           The
Company shall pay Executive an amount (“Severance Pay”)
determined by subtracting (x) the aggregate amount of Salary Continuation
Payments payable to Executive pursuant to subparagraph 6(g), from (y) the
product determined by multiplying five times the sum of Executive’s current
Annual Base Salary plus the amount of any Annual Bonus paid to Executive for
the immediately preceding calendar year. 
The Severance Pay shall be paid to Executive over a period of sixty (60)
months commencing on the Date of Termination, as and when such amount would be
paid in accordance with subparagraph 3(a) above as if such payments were
payments of Annual Base Salary.


 


(iii)          The
Company shall make Salary Continuation Payments to Executive as provided in
subparagraph 6(g).


 


Notwithstanding anything
to the contrary contained in this Agreement, the Company’s obligations to
provide welfare benefits coverage and to make Severance Payments and Salary
Continuation Payments to Executive as provided in this subparagraph 5(d) shall
cease with respect to periods after the earlier to occur of the date of
Executive’s death, the Disability Effective Date or the date, if any, of the
breach by Executive of any of his obligations pursuant to paragraph 6.


 


(e)           Rights Regarding Life Insurance
Policies.  In addition to any and all
other rights that Executive may have pursuant to this Agreement upon Executive’s
death, Disability or the termination of his employment with the Company, and
notwithstanding anything to the contrary contained in this Agreement or in that
certain Deferred Compensation Agreement dated as of August 1, 1999 by and
between Executive and the Company’s predecessor in interest, APCOA/Standard
Parking, Inc. (the “Deferred Compensation
Agreement”):


 


(i)            If Executive dies (x) before
attaining age 58 and while still employed by the Company, or (y) at any
time prior to his acquiring ownership of one or more of the 


 


6

















 


life insurance policies
currently owned by the Company and identified on Exhibit B
attached hereto (any one, a “Policy”,
collectively, the “Policies”)
pursuant to the provisions of subsections (iii), (iv) or (v) below of
this subparagraph 5(e), then the Company shall pay to Executive’s designated
beneficiary (or to his estate if there is no named beneficiary), an amount
equal to the full death benefits payable under all of the Policies less an
amount (the “Reduction Amount”) equal to the
greater of (x) the Guaranteed Cash Value (as defined below) of the
Policies immediately preceding Executive’s date of death, or (y) the
aggregate amount of premiums or other sums paid by the Company in connection
with the maintenance of the Policies from their respective issue dates.  The “Guaranteed Cash Value” of any Policy
shall mean the present value, as of the last anniversary of that Policy for
which premiums have been paid, of future benefits provided by the Policy, as
such present value is determined in accordance with or as indicated in the
table of values set forth in the Policy, less any outstanding loans and loan
interest.


 


(ii)           If Executive dies (x) after attaining
age 58 if Executive’s employment with the Company continues until he attains
age 58, or (y) at any time subsequent to his acquiring ownership of any of
the Policies pursuant to the provisions of subsections (iii), (iv) or (v) below
of this subparagraph 5(e) (all such Policies so acquired by Executive
being referred to collectively as the “Acquired Policies”),
then the Company shall pay to Executive’s designated beneficiary (or to his
estate if there is no named beneficiary), an amount equal to the full death
benefits payable under all Policies other than the Acquired Policies, without
application of any Reduction Amount.


 


(iii)          If Executive’s employment is
terminated prior to his attaining age 55 for reasons other than Cause or
Performance Reasons, Executive shall have the right to purchase from the
Company any one or more of the Policies provided that (x) Executive gives
written notice to the Company within 60 days following the Date of Termination
of his intent to exercise such right of purchase, and (y) payment
therefore (the “Payment”) is made to the Company
within 120 days following the Date of Termination in an amount equal to the
greater of (x) the then guaranteed cash value of all of the Policies being
acquired by Executive, or (y) the aggregate amount of premiums or other
sums paid by the Company in connection with the maintenance of the Policies
being acquired by Executive from their respective dates of issue.  If requested in writing by Executive, the Company
agrees to cooperate with Executive in borrowing against the cash value of the
Policies being acquired by Executive in order to provide Executive with funds
sufficient to make the Payment.  From and
after the time of any such purchase by Executive, the Company shall have no
further obligations of any kind with respect to or by reason of the Acquired
Policies or the Deferred Compensation Agreement, whether regarding the payment
of any amounts (premiums or deferred compensation or any other amounts) or
otherwise.


 


(iv)          If Executive’s employment is
terminated at any time by reason of Executive’s Disability, Executive may elect
(x) to receive from the Company, at no direct cost to Executive, an
unconditional assignment (the “Assignment”) of
100% of the Company’s ownership interest in any one or more of the Policies
(the “Assignment Option”), or (y) to
continue to have the Company maintain the Policies at no cost to Executive (the
“Maintenance Option”).  Executive’s Assignment Option shall be 


 


7

















 


exercised, if at
all, by written notice (the “Exercise Notice”)
given by Executive to, and received by, the Company not later than the first
anniversary of the Date of Termination. 
The Company shall execute and deliver the Assignment to Executive within
thirty (30) days following the Company’s receipt of the Exercise Notice.  Unless and until the Company receives a
timely Exercise Notice, Executive shall be deemed to have elected to pursue the
Maintenance Option.  From and after the
time of any Assignment, the Company shall have no further obligations of any
kind with respect to or by reason of the Policies or the Deferred Compensation
Agreement, whether regarding the payment of any amounts (premiums, deferred
compensation or any other amounts) or otherwise.


 


(v)           If Executive’s employment is
terminated at any time after Executive attains age 55 for reasons other than
Cause or Performance Reasons, Executive may elect (x) the Assignment
Option, or (y) the Maintenance Option, with the qualification that the
cost of maintaining the Policies following the Date of Termination pursuant to
the Maintenance Option shall be borne by Executive subject to the Company’s
first paying the Contribution Amount as hereafter defined.  The “Contribution Amount”
means the cost of maintaining the Policies for the equivalent number of years
that Executive remains employed with the Company after age 55.  For example, if Executive remains employed
with the Company until age 56, the Company will be responsible for paying the
cost of maintaining the Policies for one additional year, or until Executive
attains age 57.  For purposes of
calculating the Contribution Amount, each year for which Executive receives
Salary Continuation Payments pursuant to subparagraph 6(g) below shall be
deemed a year that Executive remained employed with the Company.  Executive shall exercise the Assignment
Option or the Maintenance Option in the same manner as provided in subparagraph
5(e)(iv) above.  From and after the
time of any Assignment, the Company shall have no further obligations of any
kind with respect to or by reason of the Policies or the Deferred Compensation
Agreement, whether regarding the payment of any amounts (premiums, deferred
compensation or any other amounts) or otherwise.


 


(f)            Certain Additional Rights of
Executive.  If Executive’s employment
with the Company terminates at any time after Executive has attained the age of
58, then unless the Company shall have terminated Executive’s employment for
Cause, the Company agrees that from and after the date upon which Executive’s
employment ends and continuing to and including the date on which Executive
attains the age of 65:


 


(i)            the
Company shall pay in a timely fashion all annual premiums due with respect to
the Policies, without regard to whether Executive previously has exercised his
rights to acquire any of the Policies pursuant to subparagraph 5(e) above, and


 


(ii)           the
Company shall provide, and pay 100% of the cost of, medical and dental
insurance coverage for Executive and his spouse at the same coverage levels
that were in effect for them on the date on which Executive’s employment
terminated.


 


Executive’s
rights pursuant to this subparagraph 5(f) are in addition to any and all
other rights that Executive may have pursuant to all other terms and provisions
of this Agreement.


 


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6.             Protection of Company Assets.


 


(a)           Trade Secret and Confidential
Information.  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. 
Executive further recognizes and acknowledges that as a result of his
employment with the Parking Companies, 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, prospective clients and 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 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; (viii) information
pertaining to computer systems, including but not limited to computer software,
used in the operation of the Parking Companies; and (ix) 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.  Executive understands and acknowledges that
the Company has expended significant resources over many years to identify,
develop, and maintain its clients. 
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, Executive acknowledges Executive’s
association and contact with these clients is derived solely from his
employment with the Company.  Executive
further acknowledges that the Company does business throughout the United
States and that 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, Executive agrees that he shall:


 


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(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.


 


Notwithstanding
the above, nothing contained herein shall restrict 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.  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 Executive while so employed and relating to the business of the
Company, and 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 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 Executive for the Parking
Companies.


 


(e)           Inevitable Disclosure.  Based upon the Recitals to this Agreement and
the representations Executive has made in paragraphs 6(a) and 6(b) above,
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), Executive further
acknowledges that he inevitably would disclose the Company’s Trade Secret and
Confidential Information, including trade secrets, should Executive serve as
director, officer, manager, 


 


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supervisor,
consultant, independent contractor, owner of greater than 1% of the stock,
representative, agent, or executive (where 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 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
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.  Executive agrees
that while he is employed by the Company and for a period (the “Specified Period”) equal to (x) sixty (60) months after
the Date of Termination if the Company is obligated to pay Executive Severance
Pay in connection with the termination, or (y) eighteen (18) months) after
the Date of Termination if the Company is not obligated to pay Executive
Severance Pay in connection with the termination, 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 discretion, directly or indirectly contact or
solicit business from any client or customer of the Company with whom Executive
had any contact or about whom Executive acquired any Trade Secret or
Confidential Information during his employment with the Company or about whom
Executive has acquired any information as a result of his employment with the
Company.  Likewise, 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 Executive had any contact or about whom Executive acquired
any Trade Secret or Confidential Information during his employment with the
Company or about whom Executive has acquired any information as a result of his
employment with the Company.  Executive’s
obligations set forth in this paragraph 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 this paragraph 6; or


 


(ii)           take any action to recruit or to
directly or indirectly 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 Executive, after the termination of his
employment hereunder, has any question regarding the applicability of the above
provisions to a potential employment opportunity, Executive acknowledges that
it is his responsibility to contact 


 


11

















 


the Company so
that the Company may inform 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 make salary continuation payments to Executive as follows
(collectively, the “Salary Continuation
Payments”):


 


(i)            If
Executive’s employment is terminated for any reason other than by the Company
for Cause, the Salary Continuation Payments shall be an amount equal to the
Annual Base Salary in effect as of the Date of Termination.


 


(ii)           If
Executive’s employment is terminated by the Company for Cause, the Salary
Continuation Payments shall be the total sum of One Hundred Thousand Dollars
($100,000).


 


The Salary Continuation
Payments shall be payable in equal monthly installments over the Specified
Period, as and when such amounts would be paid in accordance with paragraph 3(a) above
as if said payments were payments of Annual Base Salary.  If Executive breaches this Agreement at any
time during the Specified Period following the Date of Termination, the Company’s
obligation to make any further Salary Continuation Payments shall immediately
cease, and Executive shall immediately return to the 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. 
Notwithstanding anything to the contrary contained in this Agreement,
the Company shall have no obligation to make any Salary Continuation Payments
with respect to periods after Executive’s death or Disability.


 


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


 


12

















 


(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.             Incorporation of Recitals.  The Recitals set forth above are hereby
incorporated as material terms of this Agreement.


 


8.             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).


 


9.             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:

  	
  James A. Wilhelm

  1439 W. Bonita

  Mount Prospect, IL 60056

  
	
   

  	
   

  	
   

  
	
   

  	
  In the case of the
  Company to:

  	
  Standard Parking
  Corporation

  900 North Michigan Avenue

  Suite 1600

  Chicago, Illinois  60611

  Attention:  General Counsel

  



 


10.           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.


 


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


 


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


 


13.           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 


 


13

















 


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.


 


14.           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.  Executive’s duties hereunder
are personal and may not be assigned.


 


15.           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.


 


16.           Acknowledgement by Executive.  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. 
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.


 


17.           Compliance with Section 409A.  Payments under paragraphs 5 and 6 shall be paid or provided only at the
time of a termination of Executive’s employment that constitutes a “separation
from service” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended from time to time, and all regulations and guidance
promulgated thereunder (collectively, the “Code”).  Further, if Executive is a “specified
employee” as such term is defined under Section 409A of the Code, any
payments described in paragraph 5 or paragraph 6 shall be delayed for a period
of six (6) months following Executive’s separation from service to the
extent and up to an amount necessary to ensure such payments are not subject to
the penalties and interest under Section 409A of the Code, and shall
thereafter be paid for the duration set forth in paragraph 5 or paragraph 6.


 


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


 


	
  STANDARD PARKING CORPORATION,

  	
   

  	
  EXECUTIVE:

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Michael K. Wolf

  	
   

  	
  /s/ James A. Wilhelm

  
	
   

  	
  Michael
  K. Wolf

  	
   

  	
  James
  A. Wilhelm

  
	
   

  	
  Executive Vice
  President and

  Chief Administrative Officer

  	
   

  	
   

  



 


14

















 


Exhibit A


 


Annual Bonus Program Structure


 


Target
Annual Bonus:  $150,000


 


Performance
measured against budgeted Pre-Tax Net Income (“PTNI”)


 


	
  % of Budgeted

  PTNI Achieved

  	
   

  	
  % of Target Annual

  Bonus Earned

  	
   

  	
  $ Annual Bonus

  Earned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  80% or less

  	
   

  	
  0

  	
  %

  	
  $

  	
  - 0 -

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Each incremental
  1%

  	
   

  	
  +5

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  90%

  	
   

  	
  50

  	
  %

  	
  $

  	
  75,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Each incremental
  1%

  	
   

  	
  +5

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  100%

  	
   

  	
  100

  	
  %

  	
  $

  	
  150,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Each incremental
  1%

  	
   

  	
  +4

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  110%

  	
   

  	
  140

  	
  %

  	
  $

  	
  210,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Each incremental
  1%

  	
   

  	
  +3

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  125% or more

  	
   

  	
  185

  	
  %

  	
  $

  	
  277,500

  	
   

  



 


15

















 


Exhibit B


 


Life
Insurance Policies


 


	
  Insured

  	
   

  	
  Insurer

  	
   

  	
  Policy #

  	
   

  	
  Face Amount(1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James A. Wilhelm

  	
   

  	
  Guardian Life

  	
   

  	
  3060461

  	
   

  	
  $

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James A. Wilhelm

  	
   

  	
  Guardian Life

  	
   

  	
  3322652

  	
   

  	
  $

  	
  50,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James A. Wilhelm

  	
   

  	
  Guardian Life

  	
   

  	
  3515527

  	
   

  	
  $

  	
  140,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James A. Wilhelm

  	
   

  	
  Guardian Life

  	
   

  	
  4024974

  	
   

  	
  $

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James A. Wilhelm

  	
   

  	
  Guardian Life

  	
   

  	
  5238230

  	
   

  	
  $

  	
  425,000

  	
   

  



 






(1)  The “Face Amount” is listed for
identification purposes only.  It is
acknowledged that the amount of the actual Death Benefits payable under any
given policy may be greater than the designated Face Amount, and that the Death
Benefits so payable are not intended to be limited or constrained in any way by
reason of the above Face Amount listing.


 


16