Ex-10.1 Amendment to Monroe J. Carell, Jr. Employm



 





Exhibit 10.1




FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT




     This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is executed October 26, 2006, by and between
CENTRAL PARKING CORPORATION, a Tennessee corporation (the “Company”), and Monroe J. Carell, Jr., an
individual residing in Nashville, Tennessee (the “Executive”).



     WHEREAS, Company and Executive have previously entered into an Employment Agreement dated
December 13, 2004 (the “Agreement”); and



     WHEREAS, Company and Executive wish to amend the Agreement as set forth below;



     NOW, THEREFORE, in consideration of the mutual promises and agreements made herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:




	1.	 	Paragraph A of SECTION VIII of the Agreement is hereby deleted in its entirety and replaced
with the following:






     A. If the Executive’s employment terminates due to a Without Cause Termination
(as such term is defined later in this Agreement), the Company shall continue to be
obligated to pay to the Executive, for twenty-four (24) months after such
termination, the sum of (i) his monthly Base Salary, plus (ii) an amount equal to
one-twelfth (1/12) of lesser of (a) the three year average of Annual Incentive
Awards that Executive received during the Company’s immediately preceding three
fiscal years, or (b) the target Annual Incentive Award for the fiscal year in which
the termination occurs, though in no case shall the total Base Salary and bonus paid
to Executive equal less than one hundred twenty-five per cent (125%) of Executive’s
Base Salary. Amounts to be paid to the Executive pursuant to the preceding sentence
shall commence on the termination of the Executive’s employment with the Company and
shall be paid on a monthly basis with such payments to be made on the first of each
month; provided, however, if necessary to comply with Section 409A(a)(2)(B)(i) of
the Internal Revenue Code of 1986, as amended (the “Code”), such payments shall
accrue without interest until the six (6) month anniversary of the termination of
the Executive’s employment with the Company at which time such accrued amounts shall
be paid to the Executive and, thereafter, the Executive shall be paid on a monthly
basis with such payments to be made on the first of each month. Earned but unpaid
Base Salary and unreimbursed expenses and unpaid Annual Incentive Award through the
date of termination will also be paid in a lump sum within thirty (30) days of such
the termination. In addition, the Company shall continue to provide all health care,
life and other insurance benefits (“Welfare Benefits”) and other payments and
benefits in accordance with the Revised Deferred Compensation



 









 





Agreement between the Company and Executive dated December 13, 2004 (the
“Revised Deferred Compensation Agreement”). In addition, the Company shall provide
outplacement assistance of up to $25,000; provided, however, if necessary to comply
with Code Section 409A(a)(2)(B)(i), such outplacement assistance payment shall be
made on the six (6) month anniversary of the termination of the Executive’s
employment with the Company. Payments and benefits to which the Executive is
entitled under this Agreement are in addition to, and do not affect Executive’s
rights with respect to payments and benefits under the Revised Deferred Compensation
Agreement.




	2.	 	Paragraph A of SECTION X of the Agreement is hereby deleted in its entirety and replaced with
the following:






     A. In the event there is a Change in Control (as such term is defined
below) and within the twenty four (24) month period following such event Executive
terminates his employment for “Good Reason,” as defined below, or is terminated due
to a Without Cause Termination, the Company shall in a lump sum pay to the
Executive, on the date of the termination of the Executive’s employment with the
Company or, if necessary to comply with Section 409A(a)(2)(B)(i) of the Code, on the
six (6) month anniversary of the Executive’s date of termination, the sum of (i)
three times his Base Salary, plus (ii) an amount equal to three times the
Executive’s target Annual Incentive Award that Executive was to receive during the
Company’s fiscal year in which the Change in Control took place, plus (iii) a
continuation of Welfare Benefits and other perquisites of employment (including
payment, on the date of the termination of the Executive’s employment with the
Company or, if necessary to comply with Section 409A(a)(2)(B)(i) of the Code, on the
six (6) month anniversary of the Executive’s date of termination, of the Company
portion of 401k contributions that would have been made over the subsequent three
(3) years based on the Executive’s compensation and Company contribution rate in
effect prior to the Change in Control) for a period of three years following the
termination, plus (iv) up to $25,000 in outplacement assistance, plus (v) an amount
equal to the greater of (i) the target Annual Incentive Award, or (ii) actual earned
Annual Incentive Award, calculated on a pro-rated basis for the period commencing on
the Change in Control for a termination in the same fiscal year in which the Change
in Control occurs and commencing with the beginning of the fiscal year in which the
termination occurs for a termination following a fiscal year in which there is a
Change in Control and ending on the date of termination. Further, in the event of a
Change in Control, the Company shall pay to Executive in a lump sum upon the Change
in Control an amount equal to the greater of (i) the target Annual Incentive Award,
or (ii) actual earned Annual Incentive Award calculated on a pro-rated basis for the
fiscal year in which the Change in Control occurs and ending on the date of the
Change in Control. In addition, in the event there is a Change in Control, (i) all
unvested deferred stock units, (ii) all unvested stock options other than Special
Options, as is hereafter defined, (iii) all vested but currently unexercisable
special options granted on February 6, 2002 (the “Special



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Options”), (iv) all unvested Special Options with an accelerated vesting target
price or exercise price equal to or less than the price per share established for
the Company stock in the Change In Control transaction, shall immediately vest and
become exercisable upon the Change in Control.




	3.	 	Paragraph B of SECTION X of the Agreement is hereby deleted in its entirety and replaced with
the following:






     B. For purposes of this Agreement, “Change in Control” shall mean the
first to occur of the following events:




       (i) the sale or other divestiture of all or substantially all of the assets of
the Company (excluding (a) the sale of assets in the ordinary course of business,
(b) sale and lease back and other transactions that are primarily a financing
transaction for the Company or related to an acquisition by an employee benefit plan
of the Company, (c) transfers to Company shareholders in exchange for or with
respect to their stock, (d) transfers to an entity, fifty percent (50%) or more of
the total value or voting power of which is owned, directly or indirectly, by the
Company, (e) transfers to a person, or more than one person acting as a group, that
owns, directly or indirectly, fifty percent (50%) or more of the total value or
voting power of all the outstanding stock of the Company, and (f) an entity, at
least fifty percent (50%) of the total value or voting power of which is owned,
directly or indirectly, by a person described in the preceding clause (e)),
including the sale of its direct or indirect majority-owned subsidiaries (within a
twelve (12) month period ending on the date of the most recent sale or other
divestiture); for purposes of this clause (i), the phrase “substantially all” shall
have the same meaning as the phrase “a substantial portion” as used in Section
409A(a)(2)(A)(v) of the Code;




       (ii) the acquisition by any person or affiliated group of persons as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(within a twelve (12) month period ending on the date of the most recent acquisition
by such person or persons) of thirty-five percent (35%) or more of the outstanding
voting power of the Company so that such person or affiliated group shall become the
owner, directly or indirectly, of such voting power of the Company, other than
acquisitions by the Company, a subsidiary of the Company, an employee benefit plan
of the Company, or Monroe J. Carell, Jr. or his family members or any entity owned
directly or indirectly by Mr. Carell or his family members;




       (iii) the consummation of a consolidation or merger of the Company with another
entity, or the reorganization of the Company, unless




         (a) the consummation of such consolidation, merger, or reorganization would
result in the stockholders of the Company immediately before such consolidation or
merger owning, in the aggregate, more than sixty-



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five percent (65%) of the outstanding voting power of the surviving entity
immediately after such consolidation, merger or reorganization;




         (b) members of the Company’s Board of Directors prior to such consolidation,
merger, or reorganization and/or persons endorsed by a majority of said directors
constitute at least a majority of the Company’s Board after such consolidation,
merger, or reorganization; and




         (c) following the consummation of a consolidation or merger or reorganization,
no person or affiliated group of persons as defined in 1934 Act owns thirty-five
percent (35%) or more (other than Mr. Carell or his family members or any entity
owned directly or indirectly by Mr. Carell or his family members) of the outstanding
voting power of the Company; or




       (iv) a majority of members of the Company’s Board of Directors is replaced
during any consecutive twelve (12) month period by directors whose appointment or
election is not endorsed by a majority of the members of the Company’s Board prior
to the date of the appointment or election.




     For purposes of determining stock ownership for this Paragraph B, (i) Section
318(a) of the Code shall apply, and (ii) stock underlying vested options shall be
considered owned by the individual who holds the vested option unless such
underlying stock is not substantially vested (as defined in U.S. Treasury
Regulations sections 1.83-3(b) and (j)).




	4.	 	All other provisions set forth in the Agreement shall remain in full force and effect.





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	CENTRAL PARKING CORPORATION

 	 
	 	By:  	/s/ Ray Baker
 	 
	 	 	Name:  	Ray Baker 	 
	 	 	Title:  	Chairman, Compensation Committee 	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	By:  	/s/ Monroe J. Carrell, Jr.
 	 
	 	 	Monroe J. Carell, Jr. 	 
	 	 	 	 
	 




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