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EXHIBIT 8
CONSULTANCY AGREEMENT
This Agreement made and entered into as of this 1st day of January, 1997
between Central Parking Systems, Inc., a Tennessee corporation ("CPS") and
Lowell Harwood, an individual who presently resides in New York City
(hereinafter "Harwood").
W I T N E S S E T H
WHEREAS, Harwood is knowledgeable of real estate opportunities for
parking facilities in the United States; and
WHEREAS, CPS has need for the experience and expertise of Harwood.
NOW, THEREFORE, the parties hereto agree as follows:
1. Term. The term of the Consultancy Agreement will be for one
year running from January 1, 1997 through December 31, 1997.
2. Compensation. In consideration of the duties to be performed
by Harwood pursuant hereto, CPS will pay to Harwood the sum of
One Hundred Twenty Thousand Dollars ($120,000) payable at the
rate of Ten Thousand Dollars ($10,000) per month on or before
the last day of each calendar month during the term hereof.
In addition, Harwood will be entitled incentive compensation
as provided in Exhibit 2.
3. Duties. Harwood will advise and consult CPS in connection
with the acquisition, ownership, leasing, operation and/or
management of storage and parking facilities for automobiles
and motor vehicles throughout the United States.
Harwood will be reimbursed the reasonable out-of pocket
expenses he incurs in connection with the performance of
services set forth herein provided that he first obtains CPS'
written approval of such expenses in advance.
4. This Agreement is subject and subordinate to that certain
Confidentiality and Noncompete Agreement dated ______________,
1997 between Central Parking Corporation and Harwood. Harwood
agrees that all services rendered by him in connection with
this Agreement will be for the sole benefit of CPS and Harwood
agrees that this Consultancy Agreement is not to be
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construed or interpreted as in any way derogating the effect
of the Confidentiality and Noncompete Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
January 1, 1997.
CENTRAL PARKING SYSTEM, INC.
ATTEST: By:
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Monroe J. Carell, Jr., Chairman
ATTEST: By:
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Lowell Harwood
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EXHIBIT 2
TO
CONSULTING AGREEMENT FOR LOWELL HARWOOD
- - Lowell Harwood would be offered a seat on the Board of Directors of
Central Parking Corporation as proposed in the Letter from Monroe
Carell dated October 22, 1996.
- - In addition, Lowell Harwood would be eligible for incentive payments
for every acquisition or business opportunity realized by Central
Parking Corporation that he originates or identifies, after
consummation of the transaction.
- 10% of all Gross Operating Income (NOI less 5% of operating
expenses G&A burden) derived from new leases or 10% of pretax
operating profit from newly acquired companies, in each case
where Lowell Harwood 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 Lowell Harwood was primarily responsible for securing
the management agreement.
- Incentive compensation will be paid to Lowell Harwood for
seven one-half years from the date of commencement of
operation pursuant to the lease on management agreement or
company acquisition.
- Incentive compensation will be paid to Lowell Harwood annually
within forty-five (45) days after the fiscal year end.
- Incentive compensation will be in addition to reimbursement of
any expenses incurred in acquiring new leases, management
contracts and properties, provided Harwood complies with the
provisions of Section 3 of the Consulting Agreement.