Exhibit
10.3


 


FIRST AMENDMENT


TO


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


 


 


                THIS
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
“First Amendment”) by and between Standard Parking Corporation (formerly known
as APCOA/Standard Parking, Inc., and hereinafter referred to as the “Company”)
and John Ricchiuto (the “Executive”) dated as of April 1, 2005.


 


RECITALS


 


                A.            The Company and the Executive are parties to
an Amended and Restated Executive Employment Agreement dated December 1, 2002
(the “Amended and Restated Agreement”).


 


                B.            The Company and Executive desire to
amend certain terms of the Amended and Restated Agreement as hereinafter set
forth.


 


                NOW,
THEREFORE, the Employment Agreement is hereby amended in the following
respects:


 


1.             The second line of subparagraph (f) of paragraph 6 is
hereby amended by deleting the words “eighteen (18) months” and substituting in
lieu thereof the words “twenty-four (24) months”.


 


2.             Subparagraph (g) of paragraph 6 of the Amended and
Restated Agreement is hereby amended by deleting the entire subparagraph and
substituting the following subparagraph in lieu thereof:


 


“(g)         Salary Continuation Payments.         As additional consideration for the representation and
restrictions contained in this paragraph 6, the Company agrees to pay Executive
if Executive’s termination occurs for any reason other than Cause or due to
Executive’s termination pursuant to paragraph 5(d) (“Voluntary Termination”),
an amount equal to the Executive’s annual salary for up to twenty-four (24)
months (the “Salary Continuation Payments”) following the Date of Termination,
payable in equal monthly or more frequent installments in accordance with the
Company’s normal payroll practices then in effect.  In the event of a Voluntary Termination, the
Salary Continuation Payments shall be reduced to an amount equal to $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 Executive


 


1





















 


agrees to return to 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 Severance Payments shall also cease with respect
to periods after Executive’s death.”


 


3.             Except as specifically amended by this First Amendment,
the Amended and Restated Agreement shall remain unchanged and in full force and
effect.


 


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


 


 


	
  Standard Parking
  Corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/ James A. Wilhelm

  
	
   

  	
  James A. Wilhelm

  
	
   

  	
  President & Chief
  Executive Officer

  
	
   

  
	
  Executive:

  
	
   

  
	
  /s/ John Ricchiuto

  
	
  John Ricchiuto

  
	
   

  	
   

  
			



 


 


2