**Exhibit 10.26**AMENDED AND RESTATED EMPLOYMENT AGREEMENT     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into asof July 23, 2007, (the “Effective Date”), by and between ROBERT FERRELL (“Employee”) andALLIED AUTOMOTIVE GROUP, INC., a Georgia corporation (“Employer”).W I T N E S S E T H:     WHEREAS, Employer, through the Affiliates (as hereinafter defined), is engaged in thetransportation of automobiles and light trucks from the manufacturer to retailers and others,including nontraditional car haulers involved in the vehicle distribution process and providinglogistics and distribution services to the new and used vehicle distribution market and othersegments of the automotive industry (the “Business”);     WHEREAS, Employee has management skills of which Employer desires to avail itself; and     WHEREAS, Employee and Employer are parties to the Employment Agreement, dated as of October 1,2001, as amended (the “Prior Agreement”);     WHEREAS, on July 31, 2005 Allied Holdings, Inc. and certain of its Affiliates (collectively,“Allied”) filed voluntary petitions with the United States Bankruptcy Court for the NorthernDistrict of Georgia (the “Bankruptcy Court”) seeking protection under Chapter 11 of title 11 of theUnited States Code and Allied operated their businesses as debtors-in-possession under thejurisdiction of the Bankruptcy Court;     WHEREAS, the Plan of Reorganization was confirmed by the Bankruptcy Court pursuant to anorder dated and entered on May 18, 2007;     WHEREAS, in connection with the aforementioned bankruptcy proceedings, Employer has rejectedthe Prior Agreement; and     WHEREAS, Employer and Employee deem it to their respective best interest to outline the dutiesand obligations on and after the Effective Date, each to the other, by executing this Agreement;     NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter setforth, and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Employer and Employee hereby mutually agree as follows:     1. DEFINITIONS.          (a) “Affiliate” means Allied Systems Holdings, Inc., Axis Group, Inc., Allied Systems(Canada) Company, Allied Systems, Ltd. (L.P.), Transport Support, LLC, F.J. Boutell Driveway LLC,Allied Freight Brokers, LLC or QAT, Inc. “Reorganized Affiliate” means any Affiliate, asreorganized under the Plan of Reorganization, on or after the Effective Date.
 

 
          (b) “Base Salary” means the annual salary payable, and as adjusted, pursuant to Paragraph 4.          (c) “Cause” means (i) the commission by Employee of an act of fraud, misappropriation,dishonesty, embezzlement, gross negligence, or willful misconduct or unethical conduct inconnection with Employee’s employment hereunder; (ii) criminal conduct of Employee which results ina felony conviction of such Employee, or the Employee’s offering a plea of nolo contedre to afelony; (iii) Employee’s continuing and/or willful failure to perform Employee’s duties orobligations for Employer as outlined in this Agreement, or Employee’s breach of this Agreement;(iv) Employee’s prolonged absence of ten (10) or more days, without the consent of Employer, otherthan as a result of Employee’s Disability or permitted absence or vacation, which is not curedwithin ten (10) days after written notice from Employer’s Board of Directors thereof; (v) engagingin activities prohibited by Paragraphs 11,12,13 or 14 hereof; (vi) engaging in any activity whichcould constitute grounds for termination for cause by Employer or any of its subsidiaries oraffiliates; or (vii) Employee engaging in conduct that is materially detrimental to the reputation,character or standing of Employer.          (d) “Disability”, with respect to Employee, shall conclusively be deemed to have occurred (i)if Employee shall be receiving payments pursuant to a policy of long-term disability incomeinsurance; or (ii) if Employee shall have no disability income coverage then in force, then if anyinsurance company insuring Employee’s life shall agree to waive the premiums due on such policypursuant to a disability waiver of premium provision in the contract of life insurance; or (iii) ifEmployee shall have no disability waiver of premium provision in any contract of life insurance,then if Employee shall be receiving disability benefits from or through the Social SecurityAdministration; provided, however, that in the event Employee’s disability shall, otherwise and ingood faith, come into question (and, for purposes of this provision, “disability” shall mean thepermanent and continuous inability of Employee to perform substantially all of the duties beingperformed immediately prior to Employee’s disability coming into question) for a period of not lessthan one hundred twenty (120) consecutive days, and a dispute shall arise with respect thereto,then Employee (or Employee’s personal representatives) shall appoint a medical doctor, Employershall appoint a medical doctor, and said two (2) doctors shall, in turn, appoint a third partymedical doctor who shall examine Employee to determine the question of disability and whosedetermination shall be binding upon all parties to this Agreement. All such medical doctors shallbe duly licensed in the State of Georgia.          (e) “Effective Date” means the date of execution of this Agreement, as referenced herein.          (f) “KERP” means the Allied Holdings, Inc. Amended Severance Pay and Retention and EmergenceBonus Plan for Key Employees, as in effect from time to time.          (g) “Plan of Reorganization” means the Second Amended Joint Plan of Reorganization proposed byAllied, Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P.and the Teamsters National Automobile Transportation Industry Negotiating Committee on behalf ofthe International Brotherhood of Teamsters, filed with the Bankruptcy Court on April 6, 2007, asamended.
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          (h) “Reorganized Employer” means Allied Automotive Group, Inc., as reorganizedunder the Plan of Reorganization, on and after the Effective Date.          (i) “Restricted Period” means the period commencing as of the date hereof and ending onthat date twelve (12) months after the termination of Employee’s employment with Employer for anyreason, whether voluntary or involuntary.     2. EFFECTIVE DATE; TERMINATION OF PRIOR EMPLOYMENT AGREEMENT; TERM.          (a) This Agreement shall supersede the Prior Agreement.          (b) Effective as of the date of Allied’s emergence from bankruptcy and pursuant to the Plan ofReorganization, the Prior Agreement was rejected and terminated and any and all rights, obligationsand liabilities of the parties under the Prior Agreement terminated. Effective as of the EffectiveDate, Employee waives and releases any and all rights and claims against Employer or ReorganizedEmployer (or any Affiliate or Reorganized Affiliate) under, arising from or relating to the PriorAgreement (other than accrued, unpaid salary and vacation benefits).          (c) Subject to the provisions hereinafter set forth, the term of this Agreement shall commenceas of the Effective Date and shall expire one year after the Effective Date (the “Initial Term”)and shall extend for additional terms of one (1) year (each, a “Renewal Term”) unless either partygives written notice of non-extension not less than six (6) months prior to the end of a Term. Asused herein, “Term” shall mean the then current Initial Term or Renewal Term, as the case may be.     3. DUTIES.          (a) Employee shall, during the Term, serve as Senior Vice President, North AmericanOperations, of Employer having duties, responsibilities, powers and authority which are consistentwith senior management positions of like designation generally, but subject to the direction of thePresident and Chief Executive Officer of Allied Automotive Group, Inc. or his designee. TheEmployee shall perform such executive, managerial and administrative duties as the President andChief Executive Officer of Allied Automotive Group, Inc. may, from time to time, reasonablyrequest. Employee shall not be required to permanently relocate outside the metropolitan Atlanta,Georgia area.          (b) During the Term, Employee shall devote substantially all of Employee’s business time,energy and skill to performing the duties of Employee’s employment (vacations as provided hereunderand reasonable absences because of illness excepted), shall faithfully and industriously performsuch duties, and shall use Employee’s best efforts to follow and implement all management policiesand decisions of Employer. Employee shall not become personally involved in the management oroperations of any other company, partnership, proprietorship or other entity, other than anyAffiliate, without the prior written consent of Employer; provided, however, that so long as itdoes not interfere with Employee’s employment hereunder, Employee may (i) serve as a director,officer or partner in a company that does not compete with the Business of Employer and theAffiliates so long as the aggregate amount of time spent by
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Employee in all such capacities shall not exceed twenty (20) hours per month, and (ii) serve as anofficer or director of, or otherwise participate in, educational, welfare, social, religious,civic, trade and industry-related organizations.     4. BASE SALARY.          (a) For and in consideration of the services to be rendered by Employee pursuant to thisAgreement, Employer shall pay to Employee for each year during the Term, an annual salary of TwoHundred Thirty Thousand Dollars ($230,000.00) (the “Base Salary”), in installments in accordancewith Employer’s payroll practices. Employee’s salary shall be reviewed by the Board of Directors ofEmployer (or its Compensation Committee) annually.          (b) Employee is granted options (the “Value Increase Options”) representing one percent(1%) of the increase in Employer’s “Equity Value”. For purposes of calculating the Value IncreaseOptions, Equity Value as of the date of this Agreement shall be determined by the Board. The ValueIncrease Options shall have the following provisions and elements:          (i) they will vest over a five-year period on a cliff vesting basis with twenty percent(20%) vesting on the first anniversary of the Effective Date and twenty percent (20%)vesting thereafter on each additional anniversary date of the Effective Date;          (ii) the “Option “Period” will commence on the date of employment of Employee, and theoptions granted will be valid for ten (10) years.     5. BONUS COMPENSATION. Employee shall be eligible to participate in Employer’s bonusplan which will allow annual bonus target in an amount not to exceed 50% of Employee’s Base Salary.Employer shall determine, in its discretion, the terms and conditions of any bonus plan maintainedby Employer and shall have the right to amend, modify or terminate any such bonus plan.     6. OTHER BENEFITS. During the Term, Employer shall provide the following benefits toEmployee:          (a) Employee and Employee’s immediate family shall be entitled to participate in allgroup benefit programs, including, without limitation, medical and hospitalization benefitprograms, dental care, life insurance or other group benefit plans of Employer as are now orhereafter provided by Employer or any Affiliate, in each case in accordance with the terms andconditions of each such plan;          (b) Employee shall be reimbursed for actual, reasonable, ordinary and necessary businessexpenses incurred in the performance of Employee’s duties hereunder. Employee shall be reimbursedfor such expenses upon presentation and approval of expense statements or written vouchers or othersupporting documents as may be reasonably requested in advance by Employer and in accordance withEmployer’s practices in effect from time to time.
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          (c) Employer shall provide Employee with a monthly car allowance in such amount as isdetermined in the discretion of the Board of Directors of Employer (or its Compensation Committee).     7. VACATION. Employee shall receive paid vacation for each year during the Termin accordance with Employer’s vacation policy, as in effect from time to time; provided, however,that Employee shall receive not less than four (4) weeks paid vacation for each year during theTerm. Scheduling of vacation shall be subject to the prior approval of Employer (which approvalshall not be unreasonably withheld). Vacation time shall not accrue, and in the event any vacationtime for any year shall not be used by Employee prior to the end of such year or prior totermination of employment, it shall be forfeited.     8. TERMINATION. Anything herein to the contrary notwithstanding, Employee’semployment hereunder shall terminate upon the first to occur of any of the following events:          (a) Employee’s Disability; or          (b) Employee’s death; or          (c) Employee’s materially breaching this Agreement by the non-performance or non-observance ofany material term or condition of this Agreement, which breach shall not be corrected withinforty-five (45) days after receipt of written notice of same from Employer;          (d) Employer terminates Employee’s employment hereunder without Cause prior to expiration ofthe Term, or Employee terminates Employee’s employment hereunder prior to the expiration of theTerm; or          (e) Employer terminates Employee’s employment hereunder for Cause.          (f) Expiration of the Term, in the event that the Term is not extended by reason ofEmployer’s written notice of non-extension under Paragraph 2(c).     9. SEVERANCE BENEFITS. Subject to the provisions of Paragraph 10 hereof, inthe event that Employee’s employment shall be terminated by Employer without Cause under Paragraph8(d), then Employer shall immediately pay in cash to Employee the amount equal to one hundredpercent (100%) of Employee’s then-effective annual Base Salary. Subject to Paragraph 10, suchpayment shall be made in a lump sum payment on the date of Employee’s separation from service, asdefined in Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder (orwithin 30 days thereafter).     In addition, Employer shall continue to provide to Employee, for a period of twelve (12)months from said termination, the benefits enumerated in Paragraph 6(a) hereof.     Notwithstanding anything in the Agreement to the contrary, in the event Employee obtains afull-time position with the Employer or any of its subsidiaries or affiliates after the executionof this Agreement but prior to the last day on which severance payments are due under thisAgreement, Employee understands and agrees that all severance payments will cease immediately andthat all liabilities and obligations of the Employer hereunder shall terminate.
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     If Employer terminates Employee’s employment hereunder for Cause, Employee shall receive noseverance benefits under this Paragraph 9.     Effective as of the Effective Date, Employee waives and releases any and all rights and claimsagainst Employer or Reorganized Employer (or any Affiliate or Reorganized Affiliate), or the KERP,to any severance benefits under the KERP. Nothing herein shall affect Employee’s right to receiveany “Stay Bonus” (as defined in the KERP) in accordance with the terms and conditions of the KERP.     10. CONDITIONS TO BENEFITS. Anything in this Agreement to the contrarynotwithstanding, to receive the benefits enumerated in Paragraph 9, Employee shall execute andagree to be bound by a release agreement substantially in the form attached to this Agreement asExhibit A.     11. COVENANT NOT-TO-SOLICIT. Employer and Employee acknowledge that, during Employee’semployment, Employer will spend considerable amounts of time, effort and resources in providingEmployee with knowledge relating to the business affairs of Employer and the Affiliates, includingEmployer’s and the Affiliates’ trade secrets, proprietary information and other informationconcerning Employer’s and the Affiliates’ financing sources, finances, customer lists, customerrecords, prospective customers, staff, contemplated acquisitions (whether of business or assets),ideas, methods, marketing investigations, surveys, research, customers’ records and any otherinformation relating to Employer’s and Affiliates’ Business.          To protect Employer from Employee’s solicitation of business from customers during theRestricted Period, Employee agrees that, subject to Paragraph 17 hereof, he shall not, directly orindirectly, for any person (including Employee himself), corporation, firm, partnership,proprietorship or other entity, other than Employer or an Affiliate, engaged in the Business,solicit business for transportation of automobiles and light trucks and related logistics servicesfor any customer with whom the Employee had material contact during the twelve (12) month periodimmediately preceding the termination of Employee’s employment. Material contact includes personalcontact with customers, the supervision of the efforts of others who have personal contact with thecustomers, and the receipt of confidential information of customers of Employer. This Paragraph 11shall, except as otherwise provided in this Agreement, survive the termination of this Agreement.     12. COVENANT NOT-TO-DISCLOSE. Employee agrees that during employment with Employer and for aperiod of three (3) years following the cessation of that employment for any reason, Employee shallnot directly or indirectly divulge or make use of any Confidential Information or Trade Secrets (solong as the information remains a Trade Secret or remains confidential) without prior writtenconsent of Employer. Employee further agrees that if Employee is questioned about informationsubject to this agreement by anyone not authorized to receive such information, Employee willpromptly notify Employee’s supervisor(s) or an officer of Employer. This Agreement does not limitthe remedies available under common or statutory law, which may impose longer duties ofnon-disclosure. For purposes of this Agreement, the following definition shall apply:
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     (i) “Confidential Information” means information about Employer and itsEmployees, Customers and/or Suppliers which is not generally known outside of Employer,which employee learns of in connection with employee’s employment with Employer, and whichwould be useful to competitors of Employer. Confidential Information includes, but is notlimited to: (1) business and employment policies, marketing methods and the targets of thosemethods, finances, business plans, promotional materials and price lists; (2) the terms uponwhich Employer obtains products or services from its vendors and sells them to customers;(3) the nature, origin, composition and development of Employer’s products; (4) the mannerin which Employer provides products and services to its customers.Confidential Information shall not include information which: (a) Employee can show was inhis possession on a nonconfidential basis, was known to the public, or appeared in publishedliterature, prior to disclosure of such Confidential Information, (b) becomes known to thepublic or appears in published literature through no act of the Employee subsequent to thetime of the Employee’s receipt of such Confidential Information, or (c) is lawfully acquiredby the Employee from a third party who is not in breach of any confidentiality agreement orobligation with the disclosing party with respect to such Confidential Information.If the Employee is requested or becomes legally compelled (by oral questions,interrogatories, requests for information or documents, subpoena, civil or criminalinvestigative demand, or similar process) or is required by a regulatory body to make anydisclosure that is prohibited or otherwise constrained by this Agreement, the Employee willprovide the Employer with prompt notice of such request so that the Employer may seek anappropriate protective order or other appropriate remedy. Subject to the foregoing, theEmployee may furnish that portion (and only that portion) of the Confidential Informationwhich, in the written opinion of Employee’s counsel, the Employee is legally compelled or isotherwise required to disclose or else stand liable for contempt or suffer other materialcensure or material penalty; provided, however, that the Employee must use reasonableefforts to obtain reliable assurance that confidential treatment will be accorded anyConfidential Information so disclosed.     (ii) “Trade Secrets” mean the trade secrets of Employer as defined underapplicable law.     13. COVENANT NOT-TO-INDUCE. Employee covenants and agrees that during the RestrictedPeriod, he will not, directly or indirectly, on Employee’s own behalf or in the service or onbehalf of others, solicit, induce or attempt to solicit or induce an employee or other personnel ofEmployer and the Affiliates to terminate employment with such party. This Paragraph 13 shall,except as otherwise provided in this Agreement, survive the termination of this Agreement.     14. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees that he shall not,at any time during or following the Term, make any remarks disparaging the conduct or character ofEmployer or any of its current or former Affiliates, agents, employees, officers, directors,shareholders, successors or assigns (in the aggregate, such persons and entities are referred toherein as the “Protected Persons”); provided, however, that during the
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Term, Employer acknowledges and agrees that Employee may be required from time to time to make suchremarks about Protected Persons for legitimate business purposes and if consistent with thedischarge of Employee’s duties hereunder. In addition, following termination of Employee’semployment hereunder, Employee agrees to reasonably cooperate with Employer, at no extra cost, inany litigation or administrative proceedings (e.g., EEOC charges) involving any matters with whichEmployee was involved during Employee’s employment with Employer. Employer shall reimburse Employeefor travel and other related expenses approved by Employer incurred in providing such assistance.This Section 14 shall survive the termination of this Agreement.     15. SPECIFIC ENFORCEMENT. Employer and Employee expressly agree that a violation ofthe covenants contained in Paragraphs 11,12,13 and 14 hereof, or any provision thereof, shall causeirreparable injury to Employer and that, accordingly, Employer shall be entitled, in addition toany other rights and remedies it may have at law or in equity, to an injunction enjoining andrestraining Employee from doing or continuing to do any such act and any other violation orthreatened violation of said Paragraphs 11, 12, 13 and 14 hereof.     16. SEVERABILITY. In the event any provision of this Agreement shall be found to bevoid, the remaining provisions of this Agreement shall nevertheless be binding with the same effectas though the void part were deleted; provided, however, if Paragraphs 11,12, 13 and 14 shall bedeclared invalid, in whole or in part, Employee shall execute, as soon as possible, a supplementalagreement with Employer, granting Employer, to the extent legally possible, the protection affordedby said Paragraphs. It is expressly understood and agreed by the parties hereto that Employer shallnot be barred from enforcing the restrictive covenants contained in each of Paragraphs 11,12, 13and 14 as each are separate and distinct, so that the invalidity of any one or more of saidcovenants shall not affect the enforceability and validity of the other covenants.     17. INCOME TAX WITHHOLDING. Employer or any other payor may withhold from anycompensation or benefits payable under this Agreement such Federal, State, City or other taxes asshall be required pursuant to any law or governmental regulation or ruling.     18. WAIVER. The waiver of a breach of any term of this Agreement by any of the partieshereto shall not operate or be construed as a waiver by such party of the breach of any other termof this Agreement or as a waiver of a subsequent breach of the same term of this Agreement.     19. RIGHTS AND LIABILITIES UPON NOTICE OF TERMINATION. As soon as notice oftermination of this Agreement is given, Employee shall immediately cease contact with all customersof Employer and shall forthwith surrender to Employer all customer lists, documents and otherproperty of Employer then in Employee’s possession, compliance with which shall not be deemed to bea breach of this Agreement by Employee. Pending the surrender of all such customer lists, documentsand other property to Employer, Employer may hold in abeyance any payments due Employee pursuant tothis Agreement.
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     20. ASSIGNMENT.          (a) Employee shall not assign, transfer or convey this Agreement, or in any way encumber thecompensation or other benefits payable to him hereunder, except with the prior written consent ofEmployer or upon Employee’s death.          (b) The covenants, terms and provisions set forth herein shall be binding upon and shall inureto the benefit of, and be enforceable by, Employer and its successors and assigns; provided,Employer shall require any successor (whether direct or indirect, by purchase, merger,reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to allor a substantial portion of its assets, by agreement in form and substance reasonably satisfactoryto Employee, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent that Employer would be required to perform this Agreement if no such succession hadtaken place. Regardless of whether such an agreement is executed, this Agreement shall be bindingupon any successor of Employer in accordance with the operation of law, and such successor shall bedeemed the “Employer” for purposes of this Agreement.     21. NOTICES. All notices required herein shall be in writing and shall be deemed tohave been given when delivered personally or five (5) days after the date on which such notice isdeposited in the U.S. Mail, certified or registered, postage prepaid, return receipt requested,addressed as follows, to wit:If to Employer at:160 Clairemont Avenue, Suite 200