Exhibit 10.5.5


 


FIFTH
AMENDMENT TO


EMPLOYMENT
AGREEMENT


 


This Fifth
Amendment to Employment Agreement is
made this          day of December,
2008, by and between Standard Parking
Corporation, a Delaware corporation (the “Company”),
and Michael K. Wolf (the “Executive”).


 


RECITALS


 


A.                                    The
Executive and Standard Parking, L.P., a Delaware limited partnership (“SPLP”), previously executed a certain Employment Agreement
dated as of March 26, 1998 (the “Original Employment
Agreement”).  The Original
Employment Agreement was modified by that certain Amendment To Employment
Agreement dated as of June 19, 2000 by and between the APCOA/Standard
Parking, Inc. (“A/SP”) and
Executive (the “First Amendment”), that certain
Second Amendment To Employment Agreement dated as of December 6, 2000 by
and between A/SP and Executive (the “Second Amendment”),
that certain Third Amendment To Employment Agreement dated as of April 1,
2002 by and between A/SP and Executive (the “Third
Amendment”) and that certain Fourth Amendment To Employment
Agreement dated December 31, 2003 by and between the Company and Executive
(the “Fourth Amendment”).  The Original Employment Agreement, as
modified by the First Amendment, Second Amendment, Third Amendment and Fourth
Amendment, is hereafter referred to as the “Agreement”.   The Company is the successor-in-interest to
all of SPLP’s and A/SP’s rights, and has assumed all of SPLP’s and A/SP’s
obligations, under the 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.                                       Section 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 not
less than Ninety-Five Thousand Dollars ($95,000) 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.”


 


2.                                       Section 5(a) of
the Agreement shall be corrected to conform with the parties’ intent by
substituting the words “under clause (d)(iii) of Section 3” in lieu
of the words “under clause (d)(iv) of Section 3”.


 


3.                                       A
new Section 10 shall be added to the Agreement to read as follows:


 


“                  10.                                 Compliance with Section 409A.    Payments under Sections 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 Section 5 or Section 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 Section 5
or Section 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
Fifth Amendment to Employment Agreement as of the day and year first above
written.


 


	
  COMPANY:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  STANDARD PARKING CORPORATION,

  	
   

  	
   

  
	
  a Delaware
  corporation

  	
   

  	
   

  
	
   

  	
   

  	
  Michael K. Wolf

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  James
  A. Wilhelm

  	
   

  	
   

  
	
   

  	
  President
  and Chief Executive Officer

  	
   

  	
   

  



 


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