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EXHIBIT 10.17
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March
26,1998, is by and between Standard Parking, L.P., a Delaware limited
partnership (the "Company"), and Xxxxxx X. Xxxxxxxxx (the "Executive").
WHEREAS, prior to the date hereof, the Executive has been employed by
the Company and the Company desires to have Executive continue in its employ;
and
WHEREAS, pursuant to that certain Combination Agreement, dated as of
January 15, 1998, between, among others, APCOA, Inc., a Delaware corporation ("
APCOA "), the Company and the equity holders of the Company, all of the equity
interests of the Company are being sold to APCOA; and
WHEREAS, the Company understands that APCOA intends to continue in the
business of operating private and public parking facilities for itself, its
affiliates (including the Company and its affiliates) and others, and as a
consultant and/or manager for parking facilities operated by others throughout
the United States (APCOA, its subsidiaries and affiliates (including the Company
and its subsidiaries and affiliates), and any other APCOA-controlled businesses
engaged in parking garage management (in each case including their predecessors
or successors) are referred to hereinafter as the "Parking Companies"); and
WHEREAS, the general partner of the Company has determined that it is
in the best interest of the Company to continue to employ the Executive as an
Executive Vice President, and the Executive desires to continue to serve the
Company in that capacity; and
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WHEREAS, the Company desires to continue to employ the Executive and
the Executive desires to continue to work for the Company on the terms and
conditions set forth herein.
NOW, THEREFORE, IT IS HEREBY AGREED 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 the period beginning on the date hereof (the "Effective Date")
and ending on the third anniversary hereof (the "Employment Period"), provided,
however, that commencing on the date two years after the Effective Date and on
each annual anniversary of such date (each annual anniversary thereof shall
hereinafter be referred to as the "Renewal Date"), unless previously terminated,
the Employment Period shall be automatically extended so as to terminate two
years from the Renewal Date, so that there is always between one and two years
remaining in the Employment Period, unless 90 days prior to the Renewal Date the
Company or the Executive shall terminate this Agreement by giving notice to the
other party that the Employment Period shall not be so extended (a "Notice of
Nonrenewal"). Notwithstanding any such termination, Section 6 of this Agreement
shall remain in full force and effect.
2. Position and Duties. During the Employment Period, the Executive
shall serve as an Executive Vice President, with the duties and responsibilities
currently associated with such position. 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.
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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. During the Employment Period, the Executive's services shall
be performed primarily in Chicago, Illinois.
3. Compensation. (a) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary") of no less
than $300,000, payable in accordance with the normal payroll practices for
executives of the Company as in effect from time to time (but no less frequently
than monthly). Such Annual Base Salary shall be subject to review annually in
accordance with the review policies and practices for executives of the Company
as in effect at the time of any such review.
(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 the terms and conditions of an annual bonus program to be established
by the Company. Any such annual bonus program shall provide that the Executive's
target bonus ("Target Annual Bonus") will be a percentage of the Annual Base
Salary mutually agreed upon by the Company and Executive.
(c) Equity Plan. In the event the Company adopts an equity incentive
plan or program (the "Equity Plan") for its key executives, the Executive shall
be entitled to participate in the Equity Plan from and after the effective date
thereof in accordance with the terms and conditions of such 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,
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practices, policies and programs of the Company as in effect from time to time,
on the same terms and conditions as those applicable to peer executives; (ii)
the Executive shall be entitled to four weeks of annual vacation, to be taken in
accordance with the vacation policy as in effect from time to time; and (iii)
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in, and shall receive all benefits under medical,
dental, 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) Executive shall be reimbursed by the Company for business expenses
incurred on behalf of the Parking Companies in accordance with the policies and
practices of the Company as in effect from time to time.
4. Termination of Employment. (a) Death or Disabili1y. 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. "Disability" means that (i)
the Executive has been unable, for a period of 180 consecutive days, or for
periods aggregating 180 business days in any period of twelve months, to perform
the Executive's, duties under this Agreement, as a result of physical or mental
illness or injury, and (ii) a physician selected by the Company or its insurers
has determined that the Executive's incapacity is total and permanent. 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
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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 continued and willful or deliberate failure of
the Executive substantially to perform the Executive's duties, or to
comply with the Executive's obligations, under this Agreement (other
than as a result of physical or mental illness or injury), or
(ii) illegal conduct or gross misconduct by the Executive,
in either case that is willful and results in material damage to the
business or reputation of the Company.
Upon the occurrence of events constituting Cause as defined in subsection (i) of
this paragraph (b), 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.
(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, or the date on which the Executive
gives the Company notice of a termination of employment, as the case may be.
After the Executive's termination occurs for any reason, in addition to any
other obligations hereunder, the Company shall pay the Executive:
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(i) the Executive's Annual Base Salary for the period
ending with the Date of Termination;
(ii) payment for unused vacation days accrued for the year
in which the Executive's termination occurs, as determined in
accordance with the Company policy as in effect from time to time; and
(iii) any other payments or benefits to be provided to the
Executive by the Company pursuant to any employee benefit plans or
arrangements adopted by the Company, to the extent such amounts are due
from the Company. Except as may otherwise be expressly provided to the
contrary in this Agreement, nothing in this Agreement shall be
construed as requiring Executive to be treated as employed by the
Company for purposes of any employee benefit plan following the Date of
Termination.
5. Additional Obligations of the Company upon Termination. (a) By
the Company Other Than for Cause, Death or Disability: If, during the Employment
Period, the Company terminates the Executive's employment, other than for Cause,
death or Disability, but excluding any termination of employment at the end of
the Employment Period (whether or not as a result of a Notice of Nonrenewal by
the Company), the Company shall, for the remainder of the Employment Period as
in effect immediately before the Date of Termination, continue to pay the
Executive the Annual Base Salary and Annual Bonus(es) through the end of the
then-current Employment Period, as and when such amounts would be paid in
accordance with Sections 3(a) and (b) above; provided, that the amount of each
of the Annual Bonus(es) so paid shall equal the Target Annual Bonus. The Company
shall also continue to provide for the same period welfare benefits to the
Executive and/or the Executive's family, at least as favorable as those
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that would have been provided to them under clause (d)(iv) of Section 3 of this
Agreement if the Executive's employment had continued until the end of the
Employment Period; provided, that during any period when the Executive is
eligible to receive such benefits under another employer-provided plan, the
benefits provided by the Company under this Section 5(a) may be made secondary
to those provided under such other plan. The payments provided pursuant to this
Section 5(a) are intended as liquidated damages for a termination of the
Executive's employment by the Company other than for Cause or Disability and
shall be the sole and exclusive remedy therefor.
(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, (iii) any accrued but unpaid vacation pay and (iv) any other vested
benefits to which the Executive is entitled, in each case to the extent not yet
paid.
(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 Section 4(a) hereof, the Company shall pay to the Executive
or the Executive's legal representative, as applicable, (i) the Executive's
Annual Base Salary for the duration of the Employment Period in effect on 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 (iii)
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any other vested benefits to which the Executive is entitled, in each case to
the extent not yet paid.
(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
only those amounts specified in Section 5(d), in each case to the extent not yet
paid, and the Company shall have no further obligations under this Agreement.
(e) Termination After a Change in Control. (i) If Executive is
terminated by the Company during the three-year period following a Change in
Control (as defined in Section 5(f) below) for any reason other than Cause, then
Executive shall be entitled to the following:
(A) During the longer of (i) the 18-month period
following his termination and (ii) the remainder of the Employment
Period in effect at the date of termination, and except to the extent
prohibited under the terms of any applicable insurance policy, he shall
continue to be covered under the Company's welfare benefit plans to the
same extent and on the same terms as those benefits are provided to the
Company's active employees.
(B) He shall receive from the Company an amount (the
"Severance Pay") equal to the greater of (i) one and one-half times the
sum of (x) the Executive's current Annual Base Salary plus (y) the
amount of any bonus paid to Executive in the preceding twelve months
and (ii) the Annual Base Salary and Annual Bonuses through the end of
the then current Employment Period (provided, that the amount of each
of the Annual
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Bonuses so paid shall equal the Target Annual Bonus). The Severance Pay
amount shall be paid (a) if clause (i) in the previous sentence
applies, over the 18-month period commencing on the date Executive's
employment terminates, in equal monthly or more frequent installments
in accordance with the Company's payroll schedule or (b) if clause (ii)
in the previous sentence applies, as and when such amounts would be
paid in accordance with Sections 3(a) and (b) above.
The Company's obligation to provide welfare benefit coverage and make severance
payments under this Section 5(e) shall cease with respect to periods after the
earlier to occur of the date of Executive's death, or the date, if any, of the
breach by Executive of the provisions of Section 6.
(ii) If Executive terminates his employment hereunder voluntarily
following a Change in Control, then Executive shall not be entitled to Severance
Pay; provided, however, that if Executive terminates his employment for Good
Reason (as defined below) during the three-year period following a Change in
Control, 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 (i) of this Section 5(e) above. "Good Reason"
means, in the event of or following a Change in Control:
(A) without the express written consent of the Executive,
(1) the assignment to the Executive of duties inconsistent in any
substantial respect with the Executive's position, authority or
responsibilities as held, exercised and assigned during the ninety (90)
day period immediately preceding the Change in Control, or (2) any
other substantial adverse change in such position (including titles,
authority or responsibilities)
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or significant reduction in salary, unless in either case the change is
warranted by an objective evaluation of Executive's performance or is
related to a bona fide company restructuring;
(B) any failure by the Company to comply with any of the
provisions of this Agreement, other than an insubstantial and
inadvertent failure remedied by the Company promptly after receipt of
notice thereof given by the Executive; or
(C) the Company requires or otherwise takes such action
as would reasonably require the Executive's relocation.
(f) For purposes of this Agreement, the term "Change in Control"
shall mean the first to occur of the date Xxxxx X. Xxxxxxxxx either (i) no
longer serves as Chief Executive Officer of the Company or (ii) no longer
retains, for whatever reason, primary responsibility for the daily management of
the Company and the ability to implement his management decisions with respect
to the Company.
(g) In the event that it shall be necessary for Executive to
engage in litigation in connection with the enforcement of his rights under
paragraphs (i) and (ii) of Section 5(e), he shall be entitled to recover from
the Company the reasonable attorney's fees and other costs incurred in such
legal action, in addition to any other relief to which he may be entitled;
provided, however, that Executive ultimately prevails in such litigation.
6. Protection of the Company Assets (Confidentiality.
Non-Competition and Other Matters). (a) 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
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are relatively few firms engaged in these businesses in the primary areas in
which the Parking Companies operate. Executive further recognizes and
acknowledges that as a result of his employment with the Parking Companies,
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, but not limited to, (i) information relating to the Parking
Companies' manner and methods of doing business, including, but not limited
to, strategies for negotiating leases and management agreements; (ii) the
identity of the Parking Companies' clients, 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, but not limited to, 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, but not limited to, 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; and (viii) 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 Secrets").
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(b) Confidentiality. With respect to Trade Secrets, and except as
may be required by the lawful order of a court of competent jurisdiction, the
Executive agrees that he shall:
(i) hold all Trade Secrets in strict confidence and not
publish or otherwise disclose any portion thereof to any
person whatsoever except with the prior written consent of the
Parking Companies;
(ii) use all reasonable precautions to assure that the
Trade Secrets are properly protected and kept from
unauthorized persons;
(iii) make no use of any Trade Secrets except as is
required in the performance of his duties for the Parking
Companies; and
(iv) upon termination of his employment with the Parking
Companies, whether voluntary or involuntary and regardless of
the reason or cause, or upon the request of the Parking
Companies, promptly return to the Parking Companies any and
all documents, and other things relating to the Trade Secrets,
all of which are and shall remain the sole property of the
Parking Companies. The term "documents" as used in the
preceding sentence shall mean all forms of written or recorded
information and shall include, but not be limited to, 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.
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Notwithstanding the above, nothing contained herein shall restrict 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.
(c) 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 Parking Companies, 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 Parking Companies. This agreement does not apply to an
invention for which no equipment, supplies, facility or trade secret information
of the Parking Companies was used and which was developed entirely on the
Executive's own time, unless (i) the invention relates either to the business of
the Parking Companies 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.
(d) Covenants Not to Compete. The Executive agrees that while he
is employed by the Company and for a period of two (2) years after the date on
which such employment terminates (or eighteen (18) months after the date such
employment terminates if such termination follows a Change in Control), the
Executive shall not, directly or indirectly:
(i) have an ownership interest in (other than ownership
of 5% or less of the outstanding stock of any entity listed
on the New York or American Stock Exchange or included in the
National Association of Securities Dealers Automated Quotation
System)
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any corporation, firm, joint venture, partnership, proprietorship, or other
entity or association which manages, owns or operates a parking facility that is
competitive with the business of the Parking Companies in any of the
metropolitan areas in which, as of the time Executive's employment terminates,
the Parking Companies own, manage and/or operate one or more parking facilities
(hereinafter the "Metropolitan Areas");
(ii) become employed by, work for, consult with, or assist
any person, corporation, firm, joint venture, partnership,
proprietorship, or any other entity or association that is
engaged in a business which is competitive with the business
of the Parking Companies in the Chicago metropolitan area or
in any of the other Metropolitan Areas in which the Executive
has been responsible for performing supervisory or other
services on behalf of any of the Parking Companies within the
three (3) years immediately preceding the termination of his
employment;
(iii) contact or solicit business from any client or
customer of the Parking Companies or from any person who is
responsible for referring or who regularly refers business to
the Parking Companies; or
(iv) take any action to recruit or to assist in the
recruiting or solicitation for employment of any officer,
employee or representative of the Parking Companies.
It is not the intention of me Parking Companies to intertere 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
Parking Companies. 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
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his responsibility to contact the Company so that the Company may inform the
Executive of its position with respect to such opportunity. Notwithstanding
anything herein to the contrary, from and after such time as the Executive is no
longer employed by the Company for any reason, he may become involved in the
operation or management of the Auditorium Garage located at 000 Xxxxx Xxxxxx in
Chicago, Illinois. Notwithstanding anything herein to the contrary, the
Executive at any time may own an equity interest in Auditorium Garage, Inc.,
which owns the Auditorium Garage.
(e) Remedies. The Executive acknowledges that the Parking
Companies would be irreparably injured by a violation of the covenants of this
Section 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
Section 6. If a bond is required to be posted in order for the Company or any
one or more of the Parking Companies to secure an injunction or other equitable
remedy, the parties agree that said bond need not exceed a nominal sum. This
Section 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 Section 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 Section 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
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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.
7. Successors. (a) This Agreement is personal to the Executive
and, without the prior written consent of the Company, shall not be assignable
by the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
(c) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.
8. Miscellaneous. (a) This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written agreement executed
by the parties hereto or their respective successors and legal representatives.
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(b) All notices and other communications under this Agreement
shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
Xxxxxx X. Xxxxxxxxx
000 Xxxxxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to the Company:
Standard Parking, L.P.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
with a copy to:
Xxxxxxx Industries, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Chief Financial Officer
or to such other address as either party furnishes to the other in writing in
accordance with this paragraph (b) of Section 8. Notices and communications
shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
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(d) Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable under this Agreement all federal,
state, local and foreign taxes that are required to be withheld by applicable
laws or regulations.
(e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.
(f) The Executive and the Company acknowledge that this Agreement
supersedes any other agreement, whether written or oral, between them concerning
the subject matter hereof, including, but not limited to, any written or oral
employment agreement between the Company and the Executive.
(g) This Agreement may be executed in several counterparts, each
of which shall be deemed an original, and said counterparts shall constitute but
one and the same instrument.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization of its general partner, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.
/S/ Xxxxxx X. Xxxxxxxxx
------------------------------------
XXXXXX X. XXXXXXXXX
STANDARD PARKING, L.P.
By: Standard Parking Corporation
Its: General Partner
By:/s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Its:President
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