Exhibit 10.7.4


 


FOURTH
AMENDMENT


TO
EMPLOYMENT AGREEMENT


 


This Fourth
Amendment to Employment Agreement is made this     
day of December, 2008, by and between Standard Parking
Corporation, a Delaware corporation (the “Company”), and Robert N. Sacks (the “Executive”).


 


RECITALS


 


A.                                    The
Executive and the Company have previously executed a certain Employment
Agreement dated as of May 18, 1998 (the “Original
Employment  Agreement”).
The Original Employment Agreement was modified by that certain Amendment to Employment
Agreement dated as of November 7, 2001 (the “First
Amendment”) between APCOA/Standard
Parking, Inc. and Executive, that certain Second Amendment dated April 1,
2003 by and between APCOA/Standard Parking, Inc. and the Executive (the “Second Amendment”), and that certain Third Amendment to
Employment Agreement dated as of April 1, 2005 by and between the Company
and the Executive (the “Third Amendment”).
The Original Employment Agreement, First Amendment, Second Amendment and Third
Amendment are hereafter referred to collectively as the (“Agreement”).


 


B.                                    The
Company and the 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 regulation 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 for peer executives of the
Company (the “Annual Bonus Program”). 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.  In all events, the Executive’s target Annual
Bonus (the “Target Annual Bonus”) throughout
the Employment Period will be 30% of the Annual Base Salary, 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.”


 

















 


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 paragraph 5 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 Internal Revenue 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 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.”


 


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 Fourth Amendment as of the day and
year first above written.


 


	
  COMPANY:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  STANDARD PARKING CORPORATION,

  	
   

  	
   

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
  Robert
  N. Sacks

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  James
  A. Wilhelm

  	
   

  	
   

  
	
   

  	
  President
  and Chief Executive Officer

  	
   

  	
   

  



 


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