EX-10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT



 





Exhibit 10.3




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as
of May 29, 2007, to be effective as of the Effective Date (as defined below), by and between THOMAS
M. DUFFY (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).



W I T N E S S E T H:




     WHEREAS, Employer, through the Affiliates (as hereinafter defined), is engaged in the
transportation of automobiles and light trucks from the manufacturer to retailers and others,
including nontraditional car haulers involved in the vehicle distribution process and providing
logistics and distribution services to the new and used vehicle distribution market and other
segments of the automotive industry (the “Business”);



     WHEREAS, Employee has management skills of which Employer desires to avail itself; and



     WHEREAS, Employee and Employer are parties to the Employment Agreement, dated as of January
21, 2005, as amended (the “Prior Agreement”);



     WHEREAS, Employer and certain of its Affiliates (collectively, “Allied”) are presently in
bankruptcy proceedings in the United States Bankruptcy Court for the Northern District of Georgia;



     WHEREAS, the Plan of Reorganization proposed by Allied, Yucaipa American Alliance Fund I, L.P.
and Yucaipa American Alliance (Parallel) Fund I, L.P. and by Teamsters National Automobile
Transportation Industry Negotiating Committee is proceeding to confirmation;



     WHEREAS, Employer intends to reject the Prior Agreement, effective as of the Effective Date;



     WHEREAS, Employer and Employee deem it to their respective best interest to outline the duties
and obligations on and after the Effective Date, each to the other, by executing this Agreement;



     NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Employer and Employee hereby mutually agree as follows:



     1. DEFINITIONS.



          (a) “Affiliate” means Axis Group, Inc., Allied Automotive Group, Inc., Allied Systems (Canada)
Company, Allied Systems, Ltd. (L.P.), Transport Support, LLC, F.J. Boutell

 









 








Driveaway LLC, Allied Freight Brokers, LLC or QAT, Inc. “Reorganized Affiliate” means any
Affiliate, as reorganized under the Plan of Reorganization, on or after the Effective Date.




          (b) “Base Salary” means the annual salary payable pursuant to Paragraph 4 hereof as adjusted,
from time to time, by Employer.




          (c) “Cause” means (i) the commission by Employee of an act constituting a felony and
Employee’s conviction thereof; (ii) Employee’s prolonged absence of fifteen (15) or more days,
without the consent of Employer, other than as a result of Employee’s Disability or permitted
absence or vacation; (iii) conduct of Employee which amounts to fraud, dishonesty, gross or willful
neglect of duties; or (iv) engaging in activities prohibited by Paragraphs 11, 12, 13 or 14 hereof.




          (d) “Disability” shall conclusively be deemed to have occurred with respect to Employee (i) if
Employee shall be receiving payments pursuant to a policy of long-term disability income insurance;
(ii) if Employee shall have no long-term disability income coverage then in force and any insurance
company insuring Employee’s life shall agree to waive the premiums due on such policy pursuant to a
long-term disability waiver of premium provision in the contract of life insurance; or (iii) if
Employee shall have no long-term disability waiver of premium provision in any contract of life
insurance, then if Employee shall be receiving long-term disability benefits from or through the
Social Security Administration; provided, however, that in the event Employee’s disability shall,
otherwise and in good faith, come into question (and, for purposes of this proviso, “disability”
shall mean the permanent and continuous inability of Employee to perform substantially all of the
duties being performed immediately prior to his disability coming into question), and a dispute
shall arise with respect thereto, then Employee (or his personal representatives) shall appoint a
medical doctor, Employer shall appoint a medical doctor, and said two (2) doctors shall, in turn,
appoint a third party medical doctor who shall examine Employee to determine the question of
disability and whose determination shall be binding upon all parties to this Agreement.




          (e) “Effective Date” means the effective date of the Plan of Reorganization.




          (f) “KERP” means the Allied Holdings, Inc. Amended Severance Pay and Retention and Emergence
Bonus Plan for Key Employees, as in effect from time to time.




          (g) “Plan of Reorganization” means the Plan of Reorganization proposed by Allied, Yucaipa
American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I,, L.P. and by
Teamsters National Automobile Transportation Industry Negotiating Committee, dated April 5, 2007,
as amended.




          (h) “Reorganized Employer” means Allied Holdings, Inc. as reorganized under the Plan of
Reorganization, on and after the Effective Date.




          (i) “Restricted Period” means the period commencing as of the date hereof and ending on that
date one (1) year after the termination of Employee’s employment with Employer for any reason,
whether voluntary or involuntary.




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          (j) “Term” means the Initial Term and any Renewal Term (each as defined in Paragraph 2
hereof); provided, however, that, in the event Employee’s employment shall terminate by reason of
the applicability of Paragraph 8 hereof then, in such event, the “Term” shall end upon the
termination of Employee’s employment.




     2. EFFECTIVE DATE; TERMINATION OF PRIOR EMPLOYMENT AGREEMENT; TERM.



          (a) This Agreement shall amend and restate the Prior Agreement in its entirety, and shall
supersede the Prior Agreement, effective as of the Effective Date. In the event that the Plan of
Reorganization fails to become effective, this Agreement shall terminate and the Prior Agreement
shall remain in effect.




          (b) Effective as of the Effective Date, the Prior Agreement shall be rejected and shall
terminate and any and all rights, obligations and liabilities of the parties under the Prior
Agreement shall terminate. Effective as of the Effective Date, Employee waives and releases any
and all right and claims against Employer or Reorganized Employer (or any Affiliate or Reorganized
Affiliate) under, arising from or relating to the Prior Agreement (other than accrued, unpaid
salary and vacation benefits).




          (c) Subject to the provisions hereinafter set forth, the term of this Agreement shall commence
as of the Effective Date and shall expire one year after the Effective Date (the “Initial Term”)
and shall extend for additional terms of one (1) year (each, a “Renewal Term”) unless either party
gives written notice of non-extension not less than sixty (60) days prior to the end of a Term. As
used herein, “Term” shall mean the then current Initial Term or Renewal Term, as the case may be.




     3. DUTIES.



          (a) Employee shall, during the Term, serve as Executive Vice President, General Counsel and
Secretary of Employer. Employee’s principal duties shall be to (1) act as chief legal counsel to
Employer and (2) perform such executive, managerial and administrative duties as the Chairman and
Board of Directors of Employer may, from time to time, reasonably request and which shall not be
inconsistent or incompatible with Employee’s current role as chief legal counsel.




          Any implication anywhere in this Agreement to the contrary notwithstanding, Employer and
Employee recognize that, as a member of the State Bar of Georgia, Employee shall, at all times, (i)
be bound by and act in accordance with the rules, regulations and policies of the State Bar of
Georgia, including without limitation the Canons of Ethics and Standards of Conduct, as from time
to time promulgated and/or amended, and (ii) act in such manner as to protect the attorney-client
privilege between Employee and Employer unless Employer shall specifically consent, in a writing
signed by the Chairman or President of Employer, to the waiver of such privilege. In no event
shall Employee’s employment be terminated, nor shall Employee be deemed to be in breach of this
Agreement, by reason of any action or decision taken by him in good faith while acting pursuant to
and in accordance with the preceding sentence.




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          (b) Subject to the preceding subparagraph, during the Term, Employee shall devote
substantially all of his time, energy and skill to performing the duties of his employment
(vacations as provided hereunder and reasonable absences because of illness excepted), shall
faithfully and industriously perform such duties, and shall use his best efforts to follow and
implement all management policies and decisions of Employer. Employee shall not become personally
involved in the management or operations of any other company, partnership, proprietorship or other
entity, other than any Affiliate, without the prior written consent of Employer; provided, however,
that so long as it does not interfere with Employee’s employment hereunder, Employee may, with
Employer’s consent, (1) serve as a director, officer or partner in a company that does not compete
with the Business of Employer and the Affiliates so long as the aggregate amount of time spent by
Employee in all such capacities shall not exceed twenty (20) hours per month, and (2) serve as an
officer or director of, or otherwise participate in, educational, welfare, social, religious,
civic, trade and industry-related organizations.




     4. BASE SALARY. For and in consideration of the services to be rendered by Employee
pursuant to this Agreement, Employer shall pay to Employee, for each year during the Term, an
annual salary of not less than Three Hundred Thirty Thousand Dollars ($330,000.00), payable in
equal semi-monthly installments in accordance with Employer’s payroll practices. Employee’s salary
shall be reviewed by the Board of Directors of Employer or its Compensation Committee, as
applicable, annually and, in the discretion of the Board of Directors (or its Compensation
Committee), may be increased, but not decreased.



     5. BONUS COMPENSATION. Employee shall be eligible to participate in Employer’s bonus
plan which will allow an annual bonus target in an amount determined in the discretion of the Board
of Directors of Employer (or its Compensation Committee). Employer shall determine, in its
discretion, the terms and conditions of any bonus plan maintained by Employer and shall have the
right to amend, modify or terminate any such bonus plan.



     6. OTHER BENEFITS. During the Term, Employer shall provide the following benefits to
Employee:



          (a) Employee and Employee’s immediate family shall be entitled to participate in all group
medical and hospitalization benefit programs, dental care, sick leave, life insurance or other
benefit plans for highly compensated employees of Employer or any Affiliate as are now or hereafter
provided by Employer or any Affiliate, in each case in accordance with the terms and conditions of
each such plan.




          (b) Employer shall provide Employee with a monthly car allowance in such amount as is
determined in the discretion of the Board of Directors of Employer (or its Compensation Committee).




          (c) Employer shall reimburse Employee for dues paid by Employee for membership in such
professional organizations as shall, from time to time, be deemed appropriate and necessary by
Employer.




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          (d) Employee shall be reimbursed for actual, reasonable, ordinary and necessary business
expenses incurred in the performance of Employee’s duties hereunder. Employee shall be reimbursed
for such expenses upon presentation and approval of expense statements or written vouchers or other
supporting documents as may be reasonably requested in advance by Employer and in accordance with
Employer’s practices in effect from time to time.




          (e) Employer shall reimburse Employee for any premiums paid by Employee for life insurance and
long-term care insurance for Employee and his spouse provided that such annual reimbursement amount
shall not exceed $25,000, and in addition shall reimburse Employee for any federal, state and local
taxes paid by Employee as a result of Employer’s obligations set forth in this subparagraph (e).




     The benefits described in subparagraph (a) of this Paragraph shall not be construed to require
Employer to establish any such plans or programs or to prevent Employer from modifying or
terminating any such plans or programs, and no such action or failure thereof shall affect this
Agreement; provided, however, that in the event of any reduction in the group medical and
hospitalization benefits in place as of the date hereof, the salary payable to Employee shall be
increased, as of the effective date of such reduction, by that amount necessary to enable Employee
to supplement the benefits provided by Employer to maintain the level of benefits currently
provided to him by it.



     7. VACATION. Employee shall receive four (4) weeks of paid vacation for each year
during the Term. Scheduling of vacation shall be subject to the prior approval of Employer (which
approval shall not be unreasonably withheld). Vacation time shall not accrue, and in the event
Employee prior to the end of any year shall not use all of his vacation time for such year, such
vacation time shall be forfeited.



     8. TERMINATION. Anything herein to the contrary notwithstanding, Employee’s
employment hereunder shall terminate upon the first to occur of any of the following events:



          (a) Employee’s Disability;




          (b) Employee’s death;




          (c) Employee’s materially breaching this Agreement by the non-performance or non-observance of
any material term or condition of this Agreement, which breach shall not be corrected within
forty-five (45) days after receipt of written notice of same from Employer;




          (d) Employer terminates Employee’s employment hereunder without Cause prior to expiration of
the Term, or Employee terminates Employee’s employment hereunder prior to the expiration of the
Term;




          (e) Employer terminates Employee’s employment hereunder for Cause; or




          (f) Expiration of the Term, in the event that the Term is not extended by reason of Employer’s
written notice of non-extension under Paragraph 2(c).




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     9. SEVERANCE BENEFITS. Subject to the provisions of Paragraph 10 hereof, in the
event:



          (a) Employee shall terminate his employment under Paragraph 8(d) as a result of any of the
following events occurring on or after the Effective Date:





     (i) any failure to elect or reelect or to appoint or reappoint Employee to the position
of Executive Vice President, General Counsel and Secretary of Employer serving as chief
legal counsel, unless agreed to by Employee;




     (ii) any material diminution by Employer in Employee’s function, duties,
responsibility, importance, or scope from the position and attributes thereof described in
Paragraph 3 hereof unless agreed to by Employee, or any change in location of the principal
offices of Employer outside the metropolitan Atlanta, Georgia, area, or any requirement that
Employee perform substantially all of his duties outside the metropolitan Atlanta, Georgia,
area (and any such material diminution or relocation of Employer or Employee shall be deemed
a continuing breach of this Agreement);




     (iii) the liquidation or dissolution of Employer; or




     (iv) any other material breach of this Agreement by Employer which shall not be cured
within thirty (30) days after receipt of written notice of same from Employee;



          (b) Employee’s employment shall be terminated by Employer without Cause under Paragraph 8(d);
or




          (c) Employee’s employment terminates under Paragraph 8(f),



then Employer shall immediately pay in cash to Employee the amount equal to the sum of: (1) one
hundred fifty percent (150%) of Employee’s then-effective annual Base Salary; and (2) one hundred
fifty percent (150%) of Employee’s Bonus, as hereinafter defined. For purposes of this Paragraph
9, the term “Bonus” shall mean the annual bonus (if any) actually paid by Employer to Employee
during the calendar year preceding the calendar year in which termination of employment occurs, and
the term “Bonus” shall not include any “Stay Bonus,” as defined in the KERP, any stock option,
restricted stock or other similar award, or any other extraordinary bonus. Subject to Paragraph
10, such payment shall be made in a lump sum payment on the date of Employee’s separation from
service, as defined in Section 409A of the Internal Revenue Code and the Treasury Regulations
thereunder (or within 30 days thereafter).




     In addition, Employer shall continue to provide to Employee, for a period of eighteen (18)
months from said termination, the benefits enumerated in Paragraph 6(a).



     Notwithstanding anything in the Agreement to the contrary, in the event Employee obtains a
full-time position with the Employer or any of its subsidiaries or affiliates after the execution
of this Agreement but prior to the last day on which severance benefits are due under



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this Agreement, Employee understands and agrees that all severance benefits will cease immediately
and that all liabilities and obligations of the Employer hereunder shall terminate.



     If Employer terminates Employee’s employment hereunder for Cause, Employee shall receive no
severance benefits under this Paragraph 9.



     Effective as of the Effective Date, Employee waives and releases any and all rights and claims
against the Employer or Reorganized Employer (or any Affiliate or Reorganized Affiliate), or the
KERP, to any severance benefits under the KERP. Nothing herein shall affect Employee’s right to
receive any “Stay Bonus” (as defined in the KERP”) in accordance with the terms and conditions of
the KERP.



     10. CONDITIONS TO BENEFITS. Anything in this Agreement to the contrary
notwithstanding, to receive the benefits enumerated in Paragraph 9 hereof, Employee shall execute
and agree to be bound by a release agreement substantially in the form attached to this Agreement
as Exhibit A and, to the extent applicable, a resignation letter substantially in the form
attached as Exhibit B, prior to, and as a condition to, receiving any payments or benefits
provided for in Paragraph 9 hereof or otherwise following termination of his employment hereunder
and, if applicable, the release agreement may contain provisions required by federal, state or
local law (e.g., the Older Worker’s Benefit Protection Act) to effect a general release of all
claims.



     11. COVENANT NOT-TO-DISCLOSE. Employer and Employee recognize that, during the course
of Employee’s term of employment with Employer pursuant to this Agreement, Employer will disclose
to Employee information concerning Employer and the Affiliates, their products, their customers,
their services, their trade secrets, their proprietary information and other information concerning
their business all of which constitute valuable assets of Employer and the Affiliates. Employer
and Employee further acknowledge that Employer has, and will, invest considerable amounts of time,
effort and corporate resources in developing such valuable assets and that disclosure by Employee
of such assets to the public shall cause irreparable harm, damage and loss to Employer and the
Affiliates.



          (a) To protect these assets, Employee agrees that he shall not, during the Restricted Period,
advise or disclose to any person, corporation, firm, partnership or other entity whatsoever (except
Employer or an Affiliate), or any officer, director, stockholder, partner or associate of any such
corporation, firm, partnership or entity any Confidential Information or Trade Secrets (for so long
as the information remains a Trade Secret or remains confidential).




          (b) For purposes of this Agreement, the following definitions shall apply:





     (i) “Confidential Information” means information about Employer and its Employees,
customers and/or suppliers which is not generally known outside of Employer, which employee
learns of in connection with employee’s employment with Employer, and which would be useful
to competitors of Employer. Confidential Information includes, but is not limited to: (1)
business and employment policies, marketing methods and the targets of those methods,
finances, business plans, promotional materials and price lists; (2) the terms upon which
Employer obtains



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products or services from its vendors and sells them to customers; (3) the nature, origin,
composition and development of Employer’s products; (4) the manner in which Employer
provides products and services to its customers.




Confidential Information shall not include information which: (a) Employee can show was in
his possession on a nonconfidential basis, was known to the public, or appeared in published
literature, prior to disclosure of such Confidential Information, (b) becomes known to the
public or appears in published literature through no act of the Employee subsequent to the
time of the Employee’s receipt of such Confidential Information, or (c) is lawfully acquired
by the Employee from a third party who is not in breach of any confidentiality agreement or
obligation with the disclosing party with respect to such Confidential Information.




If the Employee is requested or becomes legally compelled (by oral questions,
interrogatories, requests for information or documents, subpoena, civil or criminal
investigative demand, or similar process) or is required by a regulatory body to make any
disclosure that is prohibited or otherwise constrained by this Agreement, the Employee will
provide the Employer with prompt notice of such request so that the Employer may seek an
appropriate protective order or other appropriate remedy. Subject to the foregoing, the
Employee may furnish that portion (and only that portion) of the Confidential Information
which, in the written opinion of Employee’s counsel, the Employee is legally compelled or is
otherwise required to disclose or else stand liable for contempt or suffer other material
censure or material penalty; provided, however, that the Employee must use reasonable
efforts to obtain reliable assurance that confidential treatment will be accorded any
Confidential Information so disclosed.




     (ii) “Trade Secrets” mean the trade secrets of Employer as defined under applicable
law.



          (c) In the event Employee’s employment is terminated, Employee agrees that, if requested by
Employer, he will acknowledge in writing that he received the Confidential Information and is under
the obligations referred to in this Amended and Restated Employment Agreement.




          (d) This Paragraph 11 shall, except as otherwise provided in this Agreement, survive the
termination of this Agreement.




     12. COVENANT NOT-TO-INDUCE. Employee covenants and agrees that during the Restricted
Period, he will not, directly or indirectly, on his own behalf or in the service or on behalf of
others, solicit, induce or attempt to solicit or induce any employee or other personnel of Employer
and the Affiliates to terminate employment with such party. This Paragraph 12 shall, except as
otherwise provided in this Agreement, survive the termination of this Agreement.



     13. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees that he shall not
at any time during or following the term of this Agreement make any remarks disparaging the conduct
or character of Employer or the Affiliates or any of Employer’s



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or the Affiliates’ current or former agents, employees, officers, directors, successors or assigns
(collectively the “Related Companies”). In addition, Employee agrees to cooperate with the Related
Companies, at no extra cost, in any litigation or administrative proceedings (e.g., EEOC charges)
involving any matters with which Employee was involved during Employee’s employment with Employer.
Employer shall reimburse Employee for travel expenses approved by Employer or the Affiliates
incurred in providing such assistance. This Paragraph 13 shall survive the termination of this
Agreement.



     14. COVENANT NOT-TO-COMPETE. Employer and Employee acknowledge that, by virtue of
Employee’s responsibilities and authority, he shall, during the course of his Employment, be
instrumental in developing, and shall receive, highly confidential information concerning Employer,
its customers, its services, its trade secrets, its proprietary information and other information
concerning the business of transporting automobiles and light trucks from the manufacturer to
retailers (and related activities) and the logistics business in connection with automobiles and
light trucks (all of which is, collectively, referred to as the “Business”), much of which will be
unavailable to those in positions of lesser responsibility and authority. Employee further
acknowledges that the ability of such information to benefit a competitor or potential competitor
of Employer and the Affiliates shall cause irreparable harm, damage and loss to Employer and the
Affiliates. To protect Employer from Employee’s using or exploiting this information, Employee
agrees that, if the employment relationship between Employee and Employer terminates for any reason
whatsoever, then, in such event, for a period of one (1) year from the date of Employee’s
termination of employment, Employee shall not serve as general counsel or in a similar capacity for
any other person or entity who engages in the Business in the Continental United States, or Canada
(collectively, the “Restricted Territory”), and Employee shall not directly or indirectly, own,
manage, join, control, contract with, be employed by, act in the capacity of an officer, director,
trustee, shareholder or partner or consultant, or participate in any manner in the ownership,
management, operation, or control of any business or person engaged in the Business in the
Restricted Territory; provided, however, Employee shall be permitted to own not more than five
percent (5%) of the stock of a corporation required to file reports pursuant to the Securities
Exchange Act of 1934. As to the foregoing, Employee acknowledges that he has the ability to earn a
comparable income within or without the Restricted Territory as an attorney for persons or entities
not engaged in the Business and that earning a livelihood for clients not engaged in the Business
within or without the Restricted Territory would not constitute a hardship or an unreasonable
restriction on the Employee or restrict him from earning comparable income. This Paragraph 14
shall survive the termination of this Agreement.



     15. SPECIFIC ENFORCEMENT. Employer and Employee expressly agree that a violation of
the covenants not-to-disclose, not-to-induce, not-to-disparage and not-to-compete contained in
Paragraphs 11, 12, 13 and 14 hereof, or any provision thereof, shall cause irreparable injury to
Employer and that, accordingly, Employer shall be entitled, in addition to any other rights and
remedies it may have at law or in equity, to an injunction enjoining and restraining Employee from
doing or continuing to do any such act and any other violation or threatened violation of said
Paragraphs 11, 12, 13 and 14 hereof.



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     16. SEVERABILITY. In the event any provision of this Agreement shall be found to be
void, the remaining provisions of this Amended and Restated Employment Agreement shall nevertheless
be binding with the same effect as though the void part were deleted; provided, however, if
Paragraphs 11, 12, 13 and 14 hereof shall be declared invalid, in whole or in part, Employee shall
execute, as soon as possible, a supplemental agreement with Employer, granting Employer, to the
extent legally possible, the protection afforded by said Paragraphs. It is expressly understood
and agreed by the parties hereto that Employer shall not be barred from enforcing the restrictive
covenants contained in each of Paragraphs 11, 12, 13 and 14 as each are separate and distinct, so
that the invalidity of any one or more of said covenants shall not affect the enforceability and
validity of the other covenants.



     17. INCOME TAX WITHHOLDING. Employer or any other payor may withhold from any
compensation or benefits payable under this Agreement such Federal, State, City or other taxes as
shall be required pursuant to any law or governmental regulation or ruling.



     18. WAIVER. The waiver of a breach of any term of this Agreement by any of the
parties hereto shall not operate or be construed as a waiver by such party of the breach of any
other term of this Agreement or as a waiver of a subsequent breach of the same term of this
Agreement.



     19. RIGHTS AND LIABILITIES UPON NOTICE OF TERMINATION. As soon as notice of
termination of this Agreement is given, Employee shall immediately cease contact with all customers
of Employer and shall forthwith surrender to Employer all customer lists, documents and other
property of Employer then in his possession, compliance with which shall not be deemed to be a
breach of this Agreement by Employee. Pending the surrender of all such customer lists, documents
and other property to Employer, Employer may hold in abeyance any payments due Employee pursuant to
this Agreement.



     20. ASSIGNMENT.



          (a) Employee shall not assign, transfer or convey this Agreement, or in any way encumber the
compensation or other benefits payable to him hereunder, except with the prior written consent of
Employer or upon Employee’s death.




          (b) The covenants, terms and provisions set forth herein shall be binding upon and shall inure
to the benefit of, and be enforceable by, Employer and its successors and assigns (including, but
not limited to, Reorganized Employer).




     21. NOTICES. All notices required herein shall be in writing and shall be deemed to
have been given when delivered personally or when deposited in the U.S. Mail, certified or
registered, postage prepaid, return receipt requested, addressed as follows, to wit:



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If to Employer at:



160 Clairemont Avenue

Suite 200

Decatur, Georgia 30030



If to Employee at:



Thomas Michael Duffy

2416 Hyde Manor Drive

Atlanta, Georgia 30327



or at such other addresses as may, from time to time, be furnished to Employer by Employee, or by
Employer to Employee on the terms of this Paragraph.




     22. BINDING EFFECT. This Agreement shall be binding on the parties hereto and on
their respective heirs, administrators, executors, successors and permitted assigns.



     23. ENFORCEABILITY. This Agreement contains the entire understanding of the parties
and may be altered, amended or modified only by a writing executed by both of the parties hereto.
This Agreement supersedes all prior agreements and understandings by and between Employer and
Employee relating to Employee’s employment.



     24. APPLICABLE LAW. This Agreement and the rights and liabilities of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the laws of the
State of Georgia.



     25. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original, but all of which together shall constitute but a single
document.



     IN WITNESS WHEREOF, Employee has hereunder set his hand and seal, and Employer has caused this
Agreement to be executed and delivered by its duly authorized officers, all as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 	 	 
	/s/ Hazen Dempster	 	 	 	/s/ Thomas M. Duffy	 	 
	 	 	 	 	 	 	 
	Witness	 	 	 	THOMAS M. DUFFY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST	 	 	 	ALLIED HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Thomas M. Duffy
	 	 	 	By:
	 	/s/ Thomas H. King	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	EVP & Chief Financial Officer
	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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EXHIBIT A




SEVERANCE AGREEMENT AND FULL RELEASE




     This Severance Agreement and Full Release (“Release Agreement”) is made and entered into this
           day of                     ,
           (“Execution Date”) by and between [insert Employee Name]
(“Employee.” a term which includes Employee, Employee’s spouse, and all assigns, heirs, and
successors in interest) and Allied Holdings, Inc., a Georgia corporation (“Company,” a term which
includes Company, its parent, subsidiary and affiliated organizations, their successors in
interest, and their respective agents, Employees, officers, directors and attorney ).



     WHEREAS Employee and Company are parties to an employment agreement under which Employee is
entitled to receive certain severance benefits under certain conditions, including the execution of
this Release Agreement, and



     WHEREAS Employee and Company have mutually agreed that Employee is entitled to receive the
severance benefits described in Employee’s employment agreement in consideration for the execution
of this Release Agreement, it is hereby



AGREED AS FOLLOWS:




     1. TERMINATION OF EMPLOYMENT. Employee agrees that his/her employment relationship
with Company has terminated or will terminate on [date], whereupon all benefits, privileges and
authorities related thereto ceased, except as set forth herein.



     2. NO ADMISSION BY COMPANY. Company and Employee agree that the entry of the parties
into this Release Agreement is not and shall not be construed to be an admission of liability or
wrongdoing on the part of Company.



     3. FUTURE COOPERATION. Employee AGREES that, notwithstanding Employee’s termination on
the date specified above, Employee will make him/herself available upon reasonable notice to
Company or its designated representatives for the purposes of: (1) Providing information regarding
the projects, files and/or clients with whom Employee worked for the purpose of transitioning such
projects, files and/or clients to other Company Employees as the result of Employee’s termination;
(2) Providing information and/or testimony regarding any other matter, file, project and or client
with whom Employee was involved while employed by Company.



     4. CONSIDERATION. Within ten days following the expiration of the revocation period
described in Section 17 below, Company shall pay Employee [describe compensation] in consideration
for Employee signing this Release Agreement and agreeing to its terms. Employee agrees and
acknowledges that this is consideration to which Employee would not otherwise be entitled absent
execution of this Release Agreement.



 









 





     5. OTHER BENEFITS. Nothing in this Release Agreement shall:



          (a) alter or reduce any vested, accrued benefits (if any) Employee may have to any pension
benefits to which Employee may be entitled under any retirement or 401(k) plan established by
Company;




          (b) affect Employee’s right (if any) to elect and pay for continuation of Employee’s health
insurance coverage under the Health Benefit Plan pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (C.O.B.R.A.).




          Employee shall receive his or her final paycheck for services rendered through [date] in the
ordinary course of business according to the payroll policies and procedures of Company and subject
to ordinary and lawful deductions. Employee waives any claim to any further compensation or
benefits other than those expressly set forth in this
Release Agreement.




     6. EMPLOYEE’S FULL RELEASE OF ALL CLAIMS AGAINST COMPANY. In consideration for the
undertakings and promises of Company set forth in this Release Agreement, Employee unconditionally
releases, discharges, and holds harmless Company, its corporate affiliates, officers, directors,
shareholders, Employees, agents, insurers and attorneys as individuals; and the successors and
assigns of each (collectively referred to as “Releasees”), from each and every claim, cause of
action, right, liability or demand of any kind and nature, and from any claims which may be derived
therefrom (collectively referred to as “claims”), that Employee had, has, or might claim to have
against Releasees at the time Employee executes this Release Agreement, including but not limited
to any and all claims:



          (a) arising from Employee’s employment, pay, bonuses, vacation or any other Employee benefits,
and other terms and conditions of employment or employment practices of Company;




          (b) relating to the termination of Employee’s employment with Company or the surrounding
circumstances thereof;




          (c) relating to payment of any attorney’s fees for Employee;




          (d) based on discrimination on the basis of race, color, religion, sex, national origin,
handicap, disability, age or any other category protected by law under Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, the Age Discrimination in
Employment Act, the Older Workers Benefits Protection Act, the Equal Pay Act, the Americans With
Disabilities Act, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of
1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, (as any of these laws may have
been amended) or any other similar labor, employment or anti-discrimination law under state,
federal or local law;




          (e) based on any contract, tort, whistleblower, personal injury wrongful discharge theory or
other common law theory.




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     7. EMPLOYEE’S COVENANT NOT TO SUE OR ACCEPT RECOVERY. Employee covenants not to sue
Company or any party released herein on account of any claim released hereby, or to encite, assist
or encourage others to bring claims against Company. Employee further covenants not to accept,
recover or receive any monetary damages or any other form of relief which may arise out of or in
connection with any administrative remedies which may be filed with or pursued independently by any
governmental agency or agencies, whether federal, state or local.



     8. NO INTEREST IN REINSTATEMENT. Employee hereby acknowledges that Employee has no
interest in reinstatement, reemployment or employment with Company, and Employee forever waives any
interest in or claim of right to any future employment by Company. Employee further covenants not
to apply for future employment with Company.



     9. CONFIDENTIALITY. Except as otherwise expressly provided in this paragraph,
Employee agrees that the terms, amount of consideration, conditions of this Release Agreement are
and shall be deemed to be confidential and hereafter shall not be disclosed by Employee to any
other person or entity. The only disclosures excepted by this paragraph are (a) as may be required
by law; (b) Employee may tell prospective employers the dates of Employee’s employment, positions
held, evaluations received, Employee’s duties and responsibilities and salary history with Company;
(c) Employee may disclose the terms and conditions of this Release Agreement to Employee’s
attorneys and tax advisers; and (d) Employee may disclose the terms and conditions of this Release
Agreement to Employee’s spouse (if any); provided, however, that Employee makes Employee’s spouse,
attorneys and/or tax advisers aware of the confidentiality provisions of this paragraph, and
further provided that Employee will be responsible for any breaches of this confidentiality
paragraph by his/her spouse, attorneys or tax advisers to the same extent as if Employee had
directly breached this paragraph.



     10. NO HARASSING CONDUCT. Employee further agrees and promises that Employee will not
induce or incite claims of discrimination, wrongful discharge, breach of contract, tortious acts,
or any other claims against Company by any other person or entity, that Employee shall not
undertake any harassing or disparaging conduct directed at any of the parties, and that Employee
shall refrain from making any negative or derogatory statements concerning Company at any time in
the future. Provided, however, this provision may not be used to restrict the exercise of
Employee’s rights under local, state or federal law.



     11. CONSTRUCTION OF RELEASE AGREEMENT AND VENUE FOR DISPUTES. This Release Agreement
shall be deemed to have been jointly drafted by the parties, and shall not be construed against any
party. It shall be governed by the law of the State of Georgia, and the parties agree that any
actions arising out of or relating to the interpretation or enforcement of this Release Agreement
must be brought exclusively in either the Superior Court of DeKalb County, Georgia or the United
States District Court for the Northern District of Georgia. The parties consent to the personal
jurisdiction and venue of such courts and waive all possible objections thereto.



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     12. SEVERABILITY. The parties agree that the provisions of this Release Agreement
shall be construed in favor of their reasonable nature, legality, and enforceability, in that any
reading causing unenforceability shall yield to a construction permitting enforceability. If any
single provision or clause shall be found unenforceable, it shall be severed and the remaining
covenants and clauses enforced in accordance with the tenor of the Release Agreement.



     13. NO RELIANCE UPON OTHER STATEMENTS. This Release Agreement is entered into without
reliance upon any statement or representation of any party hereto or parties hereby released other
than the statements and representations contained in writing in this Release Agreement.



     14. ENTIRE UNDERSTANDING. The parties acknowledge that this Release Agreement
contains the entire understanding of the parties with respect to the subject matter contained
herein, and that it may not be modified other than in a writing signed by the parties hereto. Any
provisions of any employment agreement between Employee and Company which survive termination or
cessation of Employee’s employment by their terms, including, without limitation, restrictive
covenants, shall be unaffected by this Release Agreement.



     15. NO WAIVER. Any failure by any party to enforce any of their rights and privileges
under this Release Agreement shall not be deemed to constitute waiver of any rights and privileges
contained herein.



     16. FULL AND KNOWING RELEASE. By signing this Release Agreement, Employee certifies
that:



          (a) Employee has carefully read and fully understands the provisions of this Release
Agreement;




          (b) Employee was advised by Company in writing, via this Release Agreement, to consult with an
attorney before signing this Release Agreement;




          (c) Company hereby allows Employee a reasonable period of time from its initial presentation
to Employee (at least 21 days) to consider this Release Agreement before signing it, should
Employee so desire; and,




          (d) Employee agrees to its terms knowingly, voluntarily and without intimidation, coercion or
pressure.




     17. REVOCATION OF RELEASE AGREEMENT. Employee may revoke this Release Agreement
within seven (7) calendar days after signing it. To be effective, such revocation must be received
in writing by [name, title] at the offices of Company at [address, city, state]. Revocation can be
made by hand delivery, telegram, facsimile, or postmarking before the expiration of this seven (7)
days period.



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     IN WITNESS WHEREOF the undersigned hereunto set their hands to this Release Agreement on the
dates written below.



     Executed this            day of
                                        
,                     .



	 	 	 	 	 	 	 
	EMPLOYEE

	 	 	 	ALLIED HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

THOMAS M. DUFFY

	 	 
	 	 

By:      [insert name, title]
	 	 






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EXHIBIT B




RESIGNATION LETTER





 









 








EXHIBIT C




DISCLOSURES