Exhibit 10.1


 


AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT


 


 


THIS AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Standard
Parking Corporation, (formerly known as APCOA, Inc.), a Delaware corporation
(the “Company”) and Thomas L. Hagerman (the “Executive”), dated as of March 1,
2005.


 


RECITALS


 


                A.            Prior to January 1, 2005 (the
“Effective Date”), Executive was employed by the Company pursuant to an
Employment Agreement dated February 1, 1999 (the “1999 Employment Agreement”),
which was amended pursuant to an Amendment to Employment Agreement made as of
February, 2001 (the “First Amendment”). 
The Company is in the business of operating private and public parking
facilities for itself, its subsidiaries, affiliates and others, and as a
consultant and/or manager for parking facilities operated by 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 predecessor’s or successor’s) are referred to
hereinafter as the “Parking Companies”). 
For purposes of this Agreement, unless the context otherwise requires or
provides, the 1999 Employee Agreement and the First Amendment shall be referred
to as the “1999 Agreement”.


 


                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 amend and
restate the terms of Executive’s 1999 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 the Executive, and
the Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for a period beginning on January 1, 2005 and ending December
31, 2006 (the “Employment Period”). The Employment Period shall automatically
extend for additional terms of one (1) year each (individually referred to as a
“Renewal Period” and in the plural as the “Renewal Periods”) unless the Company
or Executive shall have given notice in writing of their intention not to renew
the Agreement not less than one hundred eighty (180) days prior to the
expiration of the Employment Period or any applicable Renewal Period.  The Employment Period, as extended by one or
more Renewal Periods, shall hereinafter be deemed to be the Employment
Period.  Notwithstanding any such
termination, all of the terms and provisions set forth in paragraph 6 of this
Agreement shall remain in full force and effect.


 


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                2.             Position and Duties.  During the Employment Period, the Executive
shall serve as Executive Vice President — Operations of the Company, 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 Chief Executive Officer of the Company. The Executive shall
report directly to the Chief Executive Officer of the Company or as otherwise
directed by the Chief Executive Officer. 
During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the 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 the Executive under this Agreement, use the Executive’s reasonable
best efforts to carry out such responsibilities faithfully and
efficiently.  The Executive shall not,
during the terms of this Agreement, engage in any other business activities
that will interfere with the Executive’s employment pursuant to this Agreement.  Executive shall discharge his duties and
responsibilities under this Agreement in accordance with the Company’s Code of
Conduct presently in effect or as amended and modified from time to time
hereafter.


 


                3.             Compensation.


 


(a)
          Base Salary.  Commencing as of the Effective Date, the
Executive shall receive base salary at the annual rate of $290,960 (the “Annual
Base Salary”), which the Executive acknowledges is inclusive of amounts
intended to compensate the Executive for a car and insurance allowance that had
been in effect prior to, and which has been terminated as of, the Effective
Date.  As of April 1, 2005, the Annual
Base Salary shall be increased to an annual rate of $298,460 (the “Base Salary
Minimum”).  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.  At no time during the Employment Period shall
the Annual Base Salary be reduced below the Base Salary Minimum unless (i) for
Cause (as defined in paragraph 4(b) below), or (ii) the Executive’s duties and
responsibilities have been reduced at the Executive’s request.


 


(b)           Bonus.  For
each calendar year ending during the Employment Period, the Executive shall be
eligible to receive an annual bonus (the “Annual Bonus”) based upon terms and
conditions of an annual bonus program established for the Executive by the
Company (the “Annual Bonus Program”).  It
currently is expected that the Annual Bonus will be paid in the month of April
following the calendar year in which the Annual Bonus is earned (less the total
of all Annual Bonus Draw payments made to the Executive on account thereof as
provided hereafter).  In all events, the
Executive’s target Annual Bonus (the “Target Annual Bonus”) throughout the
Employment Period will be not less than $93,000 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.  Commencing as of the Effective Date, the
Executive shall be entitled to draw against his Target Annual Bonus, in an
amount payable at the time each payment of the Executive’s Annual Base Salary
is made throughout the calendar year (the “Annual Bonus Draw”), such that the
total of all Annual Bonus Draw payments made during the calendar year shall
equal fifty percent (50%) of the Executive’s Target Annual Bonus (the “Total
Annual Bonus Draw”).  If the actual
Annual Bonus payable to the Executive for any calendar year is less than the
Total Annual Bonus Draw paid to the Executive on account of that


 


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year, the Executive shall pay the difference
to the Company within ten (10) business days after the determination thereof.


 


 (c)          Equity Plan.  In the event the Company adopts an equity
plan or program (the “Equity Plan”) for its key executives during the term of
this Agreement, the Executive shall be entitled to participate in the Equity
Plan on a similar basis as similarly situated executive vice presidents of the
Company 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) the 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 the same
terms and conditions as those applicable to peer executives; (ii) the 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 the Executive’s monthly country club dues payable
to the New Albany Country Club in the approximate amount of Five Thousand
Dollars ($5,000), (iv) the Company shall pay the annual premium due with
respect to a term life insurance policy (“Term Insurance”) on the life of, and
owned by, the Executive in a face amount equal to 150% of the Executive’s
Annual Base Salary in effect from time to time, to the extent that such Term
Insurance is generally available in the marketplace (provided, however, that
the Company shall not be obligated to pay more than $10,000 per year on account
of such premium), and (v) the Executive and the 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, including the
benefits described on Exhibit A attached hereto and incorporated herein by
reference.


 


(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 the
Executive’s death during the Employment Period, the Executive’s employment with
the Company shall terminate automatically. 
The Company, in its discretion, shall have the right to terminate the
Executive’s employment because of the Executive’s Disability during the
Employment Period.  For purposes of this
Agreement, “Disability” shall mean the absence of the Executive from the
Executive’s duties with the Company on a full-time basis for 180 consecutive
business days, or for periods aggregating 180 business days in any period of
twelve months, as a result of incapacity due to mental or physical illness or
injury which is determined to be total and permanent by a physician selected by
the Company or its insurers.  A
termination of the Executive’s employment by the Company for Disability shall
be communicated to the Executive by written notice, and shall be effective on
the 30th day after receipt of such notice by the Executive (the “Disability
Effective Date”), unless the Executive returns to full-time performance of the
Executive’s duties before the Disability Effective Date.


 


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(b)           By the Company.  In addition to termination for Disability,
the Company may terminate the Executive’s employment during the Employment
Period for Cause or without Cause. 
“Cause” means:


 


(i)            the continued and willful or
deliberate failure of the Executive to substantially perform the Executive’s
duties, or to comply with the Executive’s obligations, under this Agreement
(other than as a result of physical or mental illness or injury); or


 


(ii)           illegal acts or misconduct by the
Executive, in either case that is willful and results in material damage to the
business or reputation of the Company.


 


Upon the occurrence of
events constituting Cause as defined in subsection (i) of this paragraph 4(b),
the Company shall give the Executive advance notice of any such termination for
Cause and shall provide the Executive with a reasonable opportunity to cure.


 


(c)           Voluntarily by
the Executive.  The Executive may
terminate his employment by giving written notice thereof to the Company,
provided, however, that if Executive terminates his employment for Good Reason,
such termination shall not be considered a voluntary termination by Executive
and Executive shall be treated as if he had been terminated by the Company
pursuant to paragraph 5(a) below.  “Good Reason” means any of the following:


 


(i)            a reduction in the
Executive’s Annual Base Salary, which is not accompanied by a similar reduction
in annual base salaries of similarly situated executive’s of the Company
(provided, however, that in no event shall the Executive’s Annual Base Salary
be reduced to less than the Base Salary Minimum unless permitted by paragraph
3(a) above); or


 


(ii)           a breach by the
Company of this Agreement after Executive has given to the Company advance
written notice of, and a reasonable opportunity to cure, any such breach.


 


(d)           Date of Termination.  The “Date of Termination” means the date of
the Executive’s death, the Disability Effective Date, the date on which the
termination of the Executive’s employment by the Company for Cause, as set
forth in notice from the Company, is effective, the date that notice of
termination is provided to the Executive from Company of a termination of the
Executive’s employment by the Company other than for Cause or Disability, or
the date on which the Executive gives the Company notice of termination of
employment, as the case may be.


 


                5.             Obligations of the Company upon
Termination.


 


(a)           By the Company
Other Than for Cause or Disability. 
If, during the Employment Period, the Company terminates the Executive’s
employment, other than for Cause or Disability, the Company shall pay the
Executive for any accrued but unused vacation as of the Date of Termination,
and in addition shall, throughout the duration of the Employment Period:


 


(i)            continue to pay the
Executive the Annual Base Salary and the Annual Bonus as in effect immediately
before the Date of Termination, as and when such amounts 


 


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would
be paid in accordance with paragraphs 3(a) and (b) above, provided the amount
of any Annual Bonus so paid shall equal the Target Annual Bonus,


 


(ii)           continue to provide
to the Executive (or for his benefit) the benefits described in clauses
(d)(iii) and (d)(iv) of paragraph 3 above, and


 


(iii)          continue to provide
welfare benefits to the Executive and the Executive’s family, at least as
favorable as those that would have been provided to them under clause (d)(v) of
paragraph 3 above if the Executive’s employment had continued until the end of
the Employment Period, provided, that during any period when the Executive is
eligible to receive such welfare benefits under another employer-provided plan,
the benefits provided by the Company pursuant to clause (iii) of this paragraph
5(a) may be made secondary to those provided under such other plan.


 


(b)           Death.  If the Executive’s employment is terminated
by reason of the Executive’s death during the Employment Period, the Company
shall make, within 30 days after the Date of Termination, a lump-sum cash
payment to the Executive’s estate equal to the sum of (i) the Executive’s
Annual Base Salary through the end of the calendar month in which death occurs,
(ii) any earned and unpaid Annual Bonus for any calendar year ended prior to
the Date of Termination and a prorated Target Bonus for services rendered in
the year of death up to the Date of Termination, (iii) any accrued but unpaid
vacation pay through the end of the calendar month in which death occurs, and
(iv) any other vested benefits to which the Executive is entitled, in each case
to the extent not yet paid, except for any death benefit, in which case the
death benefit shall be paid to Executive’s estate within seven (7) days
following receipt of any such death benefit by the Company from the insurer.


 


(c)           Disability.  In the event the Executive’s employment is
terminated by reason of the Executive’s Disability during the Employment Period
in accordance with paragraph 4(a) hereof, the Company shall pay to the
Executive or the Executive’s legal representative, as applicable, for the
duration of the Employment Period (i) the Executive’s Annual Base Salary at the
rate in effect immediately preceding the Date of Termination, provided that any
such payments made to the Executive shall be reduced by the sum of the amounts,
if any, payable to the Executive under any disability benefit plans of the
Company or under the Social Security disability insurance program, (ii) any
earned and unpaid Annual Bonus for any calendar year ended prior to the Date of
Termination and a prorated Target Bonus for services rendered in the calendar
year in which the Date of Termination occurs, and (iii) any other vested
benefits to which the Executive is entitled, in each case to the extent not yet
paid, including, but not limited to accrued but unpaid vacation pay.


 


(d)           Cause; Voluntary
Termination:  If the Executive’s
employment is terminated by the Company for Cause or the Executive voluntarily
terminates his employment during the Employment Period, the Company shall pay
the Executive (i) the Annual Base Salary through the Date of Termination, (ii)
the Annual Bonus for any calendar year ended prior to the Date of Termination,
and (iii) any other vested benefits to which the Executive is entitled, in each
case to the extent not yet paid, including but not limited to accrued but
unpaid vacation pay, and the Company shall have no further obligations to the
Executive under this Agreement.


 


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                6.             Protection of Company Assets.


 


(a)           Trade Secret and
Confidential Information.  The
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.  The Executive further recognizes and
acknowledges that as a result of his employment with the Parking Companies, the
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.  The Executive
understands and acknowledges that the Company has expended significant
resources over many years to identify, develop, and maintain its clients.  The 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, the Executive acknowledges the
Executive’s association and contact with these clients is derived solely from
his employment with the Company.  The
Executive further acknowledges that the Company does business throughout the
United States and that the 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, the 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 the
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.  The 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 the Executive while so employed and
relating to the business of the Company, and the 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 the 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 the Executive for the Parking Companies.


 


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


 


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manager, supervisor, consultant, independent contractor, owner of
greater than 1% of the stock, representative, agent, or executive (where the
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 the 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 the
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. 
The Executive agrees that while he is employed by the Company and for a
period of twenty-four (24) months after the Date of Termination, the 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 the Executive had any contact or about whom the Executive
acquired any Trade Secret or Confidential Information during his employment
with the Company or about whom the Executive has acquired any information as a
result of his employment with the Company. 
Likewise, the 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 the Executive
had any contact or about whom the Executive acquired any Trade Secret or
Confidential Information during his employment with the Company or about whom
the Executive has acquired any information as a result of his employment with
the Company.  The 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 the Executive, after the
termination of his employment hereunder, has any question regarding the
applicability of the above provisions to a potential employment opportunity,
the Executive acknowledges that it is his responsibility to contact the Company
so that the Company may inform the Executive of its position with respect to
such opportunity.


 


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                                (g)           Salary Continuation Payments.         As additional consideration for the
representation and restrictions contained in this paragraph 6, if Executive’s
termination occurs for any reason other than for Cause or Executive’s voluntary
termination (“Voluntary Termination”) pursuant to paragraph 5(d), the Company
agrees to pay Executive amounts which, when combined with all amounts payable
by the Company pursuant to either clause (i) of paragraph 5(a) above or clauses
(i) and (ii) of paragraph 5(c) above, will total Executive’s Annual Base Salary
and Annual Target Bonus as in effect immediately preceding the Date of
Termination for a period of twenty-four (24) months following the Date of
Termination (the “Salary Continuation Payments”).  The Salary Continuation Payments shall be
payable as and when such amounts would be paid in accordance with paragraph
3(a) and (b) above.  In the event of a
Voluntary Termination or if Executive is terminated for Cause, the Salary
Continuation Payments shall be reduced to the agreed total amount of $50,000,
payable over a 12-month period following the Date of Termination in equal
monthly installments.  In the event
Executive breaches this Agreement at any time during the 24-month period
following the Date of Termination, the Company’s obligation to continue any
Salary Continuation Payments shall immediately cease, and the 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. The Company’s obligation to make Salary Continuation Payments shall
also cease with respect to periods after Executive’s death.


 


                                (h)           Remedies.  The 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 the 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 the 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 the
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.


 


                                (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.


 


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                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:

  	
   

  	
  Thomas
  L. Hagerman 3481 

  Willow
  Grove 

  New
  Albany, OH 43054

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 Ohio in
the same manner applicable to contracts made and to be performed entirely
within the State of Ohio 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 Ohio state court sitting in Cleveland, Ohio 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 the Executive under this
Agreement are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of the Executive or the 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 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,


 


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consolidation, purchase of assets or otherwise, of all or substantially
all of the Company’s assets and business. 
The 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.  The 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.  The
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.


 


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


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  STANDARD PARKING
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James
  A. Wilhelm

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  James
  A. Wilhelm

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Thomas
  L. Hagerman

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Thomas L. Hagerman

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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EXHIBIT A


 


•                                          Medical and Dental
Insurance for either single or family coverage, at no cost to the Executive for
the basic plan offered by the Company (which, as of January 1, 2005, is the
80/60 Plan);


 


•                                          Long Term Disability
Insurance providing for a benefit of 66 2/3% pre-disability salary up to a
maximum benefit of $10,000 per month, or the maximum benefit then available
under the Company’s policy;


 


•                                          Group Term Life
and Accidental Death and Dismemberment Insurance in the amount of $225,000.


 


 


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