Exhibit 10.2


 


AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT


 


 


THIS AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Standard
Parking Corporation, a Delaware corporation (the “Company”) and Steven A.
Warshauer (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 March 26, 1998 by and between the Company’s
predecessor-in-interest, Standard Parking, L.P., a Delaware limited
partnership, and the Executive (the “1998 Agreement”).  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”).


 


                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 1998 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.


 


 





















 


 


                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.  The Executive’s current duties include
oversight of the Company’s operations in Chicago, Boston, New York, Richmond
and Washington, D.C., and the Company agrees that the Company’s modification of
such duties without Executive’s consent shall constitute Good Reason as defined
in paragraph 4(c) below.  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 term of this Agreement, engage in any other
business activities that will interfere with the Executive’s employment
pursuant to this Agreement, it being agreed that the Executive may engage in,
and may retain any fees payable as a result of, speaking or writing activities
or service as a Director of a non-competing company so long as such engagements
do not interfere with the Executive’s employment and duties 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 as it applies to peer executives.


 


                3.             Compensation.


 


(a)
          Base Salary.  Commencing as of the Effective Date, the
Executive shall receive base salary at the annual rate of $336,000 (the “Annual
Base Salary”).  As of April 1, 2005, the
Annual Base Salary shall be increased to an annual rate of $395,000 (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 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 peer executives of 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 $91,800 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.


 


 





















 


(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; and (iii) the Executive and the Executive’s family shall be eligible for
participation in, and shall receive all benefits under, all 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 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.


 


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


 


 





















 


(ii)           the 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.


 


Without limiting the
generality of the foregoing, the following shall not constitute Cause for the
termination of the employment of the Executive or the modification or diminution
of any of his authority hereunder:


 


(i)            any personal or policy disagreement between the Executive
and the Company or any member of the Board of Directors of the Company, or


 


(ii)           any action taken by the Executive in connection with his
duties hereunder if the Executive acted in good faith and in a manner he
reasonably believed to be in, and not opposed to, the best interest of the
Company and had no reasonable cause to believe his conduct was unlawful or
improper.


 


Upon the occurrence of
events constituting Cause as defined above, 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 (which shall include without
limitation the Executive’s election to effectively terminate his employment at
the expiration of any given Employment Period by reason of the Executive’s
giving of notice pursuant to paragraph 1 above), 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 reduction in the
Executive’s opportunity to earn an Annual Bonus under the Annual Bonus Program;
or


 


(iii)          a breach by the
Company of this Agreement (including without limitation the provisions of
paragraph 2 and paragraph 3(b) above) after Executive has given to the Company
advance written notice of, and a reasonable opportunity to cure, any such
breach; or


 


(iv)          the Company’s
requirement that the Executive relocate his principal place of business outside
of the greater Chicago metropolitan area.


 


 





















 


(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 effective date of termination pursuant to any notice of termination of
employment given to the Company by the Executive, 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 (which in no event shall be less than $395,000
per year) and the Annual Bonus as in effect immediately before the Date of
Termination, as and when such amounts 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, and


 


(ii)           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)(iii)
of paragraph 3 above if the Executive’s employment had continued until the end
of the Employment Period, after the expiration of which Employment Period the
Executive’s rights pursuant to COBRA shall commence; 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 this
clause (ii) 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.


 


                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 or
government agency of competent jurisdiction, the Executive agrees that he
shall:


 


(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, 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. 
The provisions of this paragraph shall only be applicable (i) while the
Executive is receiving Salary Continuation Payments required by the first two
sentences of paragraph 6(g) below, or (ii) for a period of twenty-four (24)
months after the Date of Termination, if Salary Continuation Payments are made
pursuant to the third sentence of paragraph 6(g) below.


 


                (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 (provided,
however, that the Executive’s agreement pursuant to this paragraph (f) shall be
unlimited in duration as to clause (ii) immediately below if the Executive
shall voluntarily terminate his employment pursuant to paragraph 4(c) above),
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.


 


                                (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), including
without limitation the Company’s effective termination of Executive’s
employment by reason of the Company’s election pursuant to paragraph 1 not to
extend the Employment Period, 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 (which in no event shall be
less than $395,000) 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.  In the event of a voluntary settlement of any
dispute between the parties, each party shall bear its own costs and attorneys’
fees.


 


                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:

  	
   

  	
  Steven
  A. Warshauer

  962
  Chaucer Lane 

  Highland
  Park, IL 60035

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 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, 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/ Steven
  A. Warshauer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Steven A. Warshauer