Exhibit 10.11.1


 


FIRST AMENDMENT TO


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT


 


This First Amendment to Amended and Restated
Executive Employment Agreement is made this 29th day of December,
2008, by and between Standard Parking
Corporation, a Delaware corporation (the “Company”), and G. Marc Baumann (the “Executive”).


 


RECITALS


 


A.            The
Executive and Standard Parking Corporation, a Delaware corporation (the “Company”), previously executed a certain Amended and
Restated Executive Employment Agreement dated as of October 1, 2001 (the “Original Employment  Agreement”).


 


B.            The
Company and Executive desire to amend the Agreement in order, among other
things, to comply with Section 409A of the Internal Revenue Code of 1986
(the “Code”) and the final regulations and
guidance promulgated thereunder.


 


NOW, THEREFORE, in
consideration of the Recitals, the mutual promises and undertakings herein set
forth, the receipt and sufficiency of which consideration are hereby
acknowledged, the parties hereby agree that the Agreement shall be deemed
modified and amended, effective immediately, as follows:


 


1.                                     Paragraph
3(b) of the Agreement shall be amended to read, in its entirety as so
amended, as follows:


 


“   (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 by the
Company. Any such annual bonus program shall provide that the Executive’s
target bonus (“Target Annual Bonus”) will be a
percentage equal to thirty-five percent (35%) of the Annual Base Salary.   The Annual Bonus will be paid in the
calendar year immediately following the year for which it is earned, no later
than March 15 of such year.  The
actual amount of the Executive’s Annual Bonus shall be determined based on the
achievement of the applicable established performance targets.”


 


2.                                     Paragraph
5(c) of the Agreement shall be amended to add the following sentence to
the end thereof:


 

















 


“The Annual Base Salary and bonus payment to be made hereunder shall be
made as and when such amounts would be paid in accordance with paragraphs 3(a) and
(b) above.”


 


3.                                     A
new paragraph 8(h) shall be added to the Agreement to read as follows:


 


“    8(h).    Compliance with Section 409A.   Payments under paragraphs 5 and 6 shall be
paid or provided only at the time of a termination of the Executive’s
employment that constitutes a “separation from service” within the meaning of Section 409A
of the Code. Further, if the Executive is a “specified employee” as such term
is defined under Section 409A of the Code, any payments described in
paragraph 5 or paragraph 6 shall be delayed for a period of six (6) months
following the Executive’s separation from service to the extent and up to an
amount necessary to ensure such payments are not subject to the penalties and
interest under Section 409A of the Code, and shall thereafter be paid for
the duration set forth in paragraph 5 or paragraph 6.”


 


4.                                     Except
as expressly modified above, all of the remaining terms and provisions of the
Agreement are hereby ratified and confirmed in all respects, and shall remain
in full force and effect in accordance with their terms.


 


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


 


	
  COMPANY:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  STANDARD PARKING CORPORATION,

  	
   

  	
   

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
  G. Marc Baumann

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  James A. Wilhelm

  	
   

  	
   

  
	
   

  	
  President and Chief Executive Officer

  	
   

  	
   

  



 


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