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EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into effective this ____ day of
__________, 1997, by and among CENTRAL PARKING CORPORATION, INC., a Tennessee
corporation ("Parent"), CENTRAL PARKING SYSTEM, INC., a Tennessee corporation
wholly owned by Parent, with its principal place of business in Nashville,
Tennessee, ("EMPLOYER"), and BRETT HARWOOD, ("EMPLOYEE").
W I T N E S S E T H
WHEREAS, the parties hereto have reached an understanding as to their
contract of employment, and desire to reduce same to writing.
NOW, THEREFORE, in consideration of the premises, the parties hereto
have agreed as follows:
1. EMPLOYER does hereby employ EMPLOYEE as Executive Vice
President of EMPLOYER. EMPLOYER agrees to make available an office to EMPLOYEE
at one of its locations in New Jersey within the New York metropolitan area
in connection with the performance by EMPLOYEE of the duties set forth in
Section 2.
2. EMPLOYEE agrees to serve in the capacity referenced in
paragraph 1 to perform all the duties required thereof, including but not
limited to, marketing, acquisition of new parking opportunities (whether in the
form of acquisition of fee, leases or management agreements), supervising
personnel reasonably necessary to perform his duties hereunder, maintaining
true and correct records, reporting same to EMPLOYER as required, and to devote
substantial time and best efforts thereto necessary to perform such services.
3. EMPLOYER agrees to pay commencing with the date hereof
EMPLOYEE for said services the sum of Two Hundred Thousand Dollars
($200,000.00) gross per annum (Base), plus incentive compensation (the
"Incentive Compensation") as set forth below:
- 10% of all Gross Operating Income (NOI less 5% of
operating expenses G&A burden) derived from new
leases or 10% of pre tax operating profit from newly
acquired companies, in each case where EMPLOYEE was
primarily responsible for such lease or acquisition.
- 10% of all Gross Operating Income (NOI less 5% of
operating expenses G&A burden) derived from new
management agreements where EMPLOYEE was primarily
responsible for securing the management agreement.
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- Incentive compensation will be paid to EMPLOYEE for
the greater of the period during which EMPLOYEE is
employed by EMPLOYER or any of its affiliates, or for
five years from the date of commencement of operation
pursuant to the lease or management agreement (the
"Incentive Compensation Period"), provided, however,
(a) In the event that Employee leaves the employ of
the Company during the Term of Employment as defined
in Section 5, the Employee shall be entitled to the
Incentive Compensation for the period during which he
was employed, and for an additional period following
the termination of his employment up to an aggregate
duration not to exceed two and one half (2 1/2) years
from the date of commencement of operation pursuant to
the lease or management agreement, provided that
during such period of time after termination of
employment, the Employee complies with the
noncompetition provisions of subsection (i) of Section
6 of this Agreement for the period during which
Employee is paid Incentive Compensation (the "General
Noncompete"); and (b) In the event that Employee is
not offered renewal of the Term of Employment at the
end of three (3) years, or in the event that Employee
is offered such renewal and does not elect to continue
his employment, the Employee shall be entitled to
continue to receive the Incentive Compensation for the
full Incentive Compensation Period, provided that
Employee abides by the provisions of the General
Noncompete during the payment of Incentive
Compensation following termination of his employment.
- Incentive Compensation will be paid to EMPLOYEE
annually within forty-five days after the EMPLOYER'S
fiscal year end.
4. EMPLOYER agrees that with respect to the acquisition of any
real estate or the equity interest in a corporation, partnership or joint
venture substantially all of its assets of which are real estate or real estate
interests (a "Real Estate Company") by EMPLOYER or any affiliate of EMPLOYER
including Parent (collectively the "EMPLOYER AFFILIATED GROUP") resulting
primarily from the efforts of EMPLOYEE, EMPLOYER shall provide or cause to be
provided the opportunity for EMPLOYEE or at his direction his immediately
family or an entity of which at least 75% of its equity interests is
beneficially owned by EMPLOYEE and his family (collectively the "EMPLOYEE
AFFILIATED GROUP") to acquire 25% (or such lesser amount as the EMPLOYEE
determines) of the equity interest in such real estate or Real Estate Company
on the same terms and conditions as the EMPLOYER AFFILIATED GROUP.
For all opportunities generated by EMPLOYEE in the form of the fee
acquisition of EMPLOYER leasehold interests and the subsequent realization of
value above the value of such asset operated as a parking facility, EMPLOYEE
or EMPLOYEE'S affiliates will be entitled to participate in realization of such
property value maximization.
EMPLOYER agrees to lend EMPLOYEE up to an aggregate of $10 million in
order to assist EMPLOYEE in making the necessary investments related to the
opportunities described hereinabove. Such loans shall bear interest at
NationsBank Prime plus 2% (provided, however, that the minimum interest rate
shall be 10%), shall only be secured by EMPLOYEE AFFILIATED GROUP interest in
the properties and shall be payable at such times as EMPLOYER and EMPLOYEE may
agree. In the event the EMPLOYER AFFILIATED GROUP sells part or all of its
interest in the real estate or the Real Estate Company, EMPLOYER shall provide
the EMPLOYEE AFFILIATED GROUP through EMPLOYEE the opportunity to participate
in the sale pro rata based on their respective interests on the same terms and
conditions.
5. This contract shall have a term of three (3) years, but may be
terminated immediately by EMPLOYER upon the commission by EMPLOYEE of an act
involving theft, embezzlement, fraud, intentional mishandling of Company funds
or any other material act or
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omission which is materially injurious to the financial condition or business
reputation of EMPLOYER.
6. It is understood and agreed that in the course of employment,
EMPLOYEE will become familiar with EMPLOYER'S clientele, contracts, and methods
of operation. In consideration thereof, and as part of the consideration for
this agreement, EMPLOYEE agrees that except as provided in Annex A, during the
term hereof he will not, directly or indirectly, as an individual or through any
other person or entity, participate as an employee, director, consultant, owner,
advisor or in any other capacity in the same or similar business as the EMPLOYER
during the term hereof and (i) for a period of one (1) year from the expiration
of his employment hereunder without geographical limitation and (ii) for a
period of five (5) years following expiration of the Term of Employment
hereunder with Parent or Square Industries, Inc. ("Square") with respect to
parking locations owned, leased or managed by Parent or Square during said five
year period.
7. A. EMPLOYER shall provide health, disability and life
insurance, automobile allowance, and profit sharing and other benefits on terms
no less favorable than EMPLOYER'S Senior Vice Presidents, in accordance with
the ordinary policies of EMPLOYER, as the same may be modified from time to
time. The automobile allowance to be provided to EMPLOYEE shall at his option
be either (i) $600 per month or the provision of an automobile of the same
model and type as made available as the other Senior Vice Presidents of
EMPLOYER. In addition, EMPLOYEE shall be entitled to receive options under the
Parent's Stock Option Plan to purchase 10,000 shares of the Company's Common
Stock on each of (i) the date of the commencement of employment and (ii) the
first anniversary date of such date. Each option shall be exercisable in five
equal installments with the installments of the first option to vest on
September 30 of each of 1997, 1998, 1999, 2000 and 2001 and the installments
of the second option to vest on September 30 of each of 1998, 1999, 2000, 2001
and 2002.
B. In the event of a disability resulting in the termination
of EMPLOYEE's employment, EMPLOYEE shall be entitled to the disability payments
provided under the disability policy provided in Section 7 in lieu of the
compensation provided in Section 3 hereunder. In the event of the death of
EMPLOYEE during the term of his employment, the Incentive Compensation provided
in Section 3 shall continue to be paid to his heirs under the terms hereof for
the period provided therein.
C. EMPLOYER and Parent agree that EMPLOYEE during the term of
this Agreement shall be the representative of the Parent to the National
Parking Association and EMPLOYER or Parent shall bear all related fees and
expenses with respect to such representation.
8. In the event of a Change of Control of EMPLOYER or PARENT and
the failure thereafter of EMPLOYER to continue to offer EMPLOYER employment on
the same terms and conditions set forth herein, EMPLOYEE shall be entitled to a
lump sum payment at the time of termination of three (3) years of the latest
year's annual compensation immediately prior to the Change of Control, provided
EMPLOYEE agrees to abide by the non-compete provisions of paragraph 6 of this
Agreement. A Change of Control shall mean the acquisition
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within a 12 month period by a person or persons not affiliated with EMPLOYER or
Parent of all the outstanding shares of capital stock of EMPLOYER or PARENT.
9. Any dispute among the parties hereto shall be settled by
binding arbitration in Newark, New Jersey in accordance with the then effective
rules of the American Arbitration Association, and judgment upon the award
rendered may be entered in any court having jurisdiction thereof. In any
action or proceeding brought to enforce any provision of this Agreement, the
prevailing party shall be entitled to recover its costs from the opposing
party, including reasonable legal fees and expenses.
10. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of New Jersey.
11. PARENT agrees to cause EMPLOYER to perform the terms and
conditions of this Agreement.
WITNESS our hands the day and date first above written.
CENTRAL PARKING SYSTEM
By:
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ATTEST Title:
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CENTRAL PARKING CORPORATION
By:
- ----------------------------------- -------------------------------------
APPROVED
Title:
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- ----------------------------------- ----------------------------------------
APPROVED BRETT HARWOOD
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ANNEX A
EXCLUSIONS FROM NONCOMPLETE AGREEMENT
1. EMPLOYEE may acquire, own and lease real estate used in the
Business in the Noncompete Area, provided that Central Parking
Corporation is offered right to first refusal to operate or manage
parking located thereon unless the real estate subject to an
existing agreement at the time of the acquisition, in which case,
Central Parking Corporation's right of first refusal will be
delayed until the termination of such existing agreement.
2. EMPLOYEE may continue to own and lease real estate currently owned
or leased by corporations of which EMPLOYEE is a shareholder
and Director within the Noncompete Area with parking operations,
provided that Central Parking Corporation is offered right of
first refusal to operate or manage parking located thereon. The
parties acknowledge that the currently owned properties consist of
the following:
Location City/State
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206 E. 59th Street New York/NY
135 Sip Avenue Jersey City/NJ
801 Pavonia Jersey City/NJ
275 Washington Street Boston/MA
421 North Seventh Street Philadelphia/PA
1919 Market Street Philadelphia/PA
For purposes of this Confidentiality and Noncompete Agreement, Central Parking
shall notify EMPLOYEE of its intention to exercise its right to first refusal
as provided in paragraphs 1 or 2 above within fifteen (15) business days of its
receipt of notice of such right.
3. EMPLOYEE will be permitted to practice law and have clients and if
such clients include parking service providers or parking
owners, EMPLOYEE will seek EMPLOYER's consent, where such consent
will not be unreasonably withheld.