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Exhibit 10.15
EXECUTION COPY
CONSULTING AGREEMENT
CONSULTING AGREEMENT by and between APCOA, Inc., a Delaware
corporation (the "Company") and Sidney Warshauer (the "Consultant"), dated as of
the 30th day of March, 1998.
WHEREAS, pursuant to that certain Combination Agreement (the
"Transaction Agreement") dated as of January 15, 1998, by and among Myron C.
Warshauer, the Consultant, Steven A. Warshauer, Dosher Partners, L.P., a
Delaware limited partnership, SP Parking Associates, an Illinois general
partnership, SP Associates, an Illinois general partnership, and APCOA, Inc., a
Delaware corporation ("APCOA"), the operations of APCOA and Standard will be
combined (the "Transaction"); and
WHEREAS, APCOA desires to ensure that the Company will continue to
receive the benefit of the Consultant's consulting services after the
Transaction, on the terms and conditions set forth below in this Agreement, and
the Consultant desires to render such services;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
1. Consulting Period. The Consultant shall make himself available to
render consulting services, on the terms and conditions set forth in this
Agreement, for the period beginning on the Closing Date (as defined in the
Transaction Agreement) and ending on the date of the Consultant's death (the
"Consulting Period"). This Agreement shall not be terminable by the Company for
any reason other than the death of the Consultant or a breach by the Consultant
of the provisions of Section 4 or Section 5 hereof.
2. Consulting Services. During the Consulting Period, the Consultant
shall render such services as may be requested from time to time by the Board
and/or the Chief Executive Officer of the Company. The Consultant's services and
the time spent rendering such services shall be consistent with the Consultant's
practices and experience during the five years preceding the Closing Date.
3. Consulting Fee; Office. In consideration of the foregoing, during
the Consulting Period, the Company shall (i) pay the Consultant a consulting fee
of $552,000 per annum, payable monthly in arrears, (ii) provide the Consultant
with the perquisites set forth in a letter dated January 15, 1998 from Myron C.
Warshauer to John V. Holten, and (iii) for so long as Myron C. Warshauer is
employed by or serving as a consultant to the Company, provide the Consultant
with an office at the same location as the principal business office occupied by
Myron C. Warshauer.
4. Confidential Information. During the Consulting Period and at all
times thereafter, the Consultant shall not disclose to anyone who is not
employed by the Company or by an affiliate or to any employee of the Company or
an affiliate who, to the knowledge of the
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Consultant, is not authorized to receive such information, any confidential
information of the Company and any confidential information relating to the
Company's former or present customers or potential customers of which the
Consultant became aware during his employment by the Company or of which he
becomes aware during the Consulting Period. The Consultant shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies and their respective businesses that the Consultant obtained during
his employment by the Company or any of its affiliated companies or that he
obtains during the Consulting Period and that is not public knowledge (other
than as a result of the Consultant's violation of this Section 4) ("Confidential
Information"). The Consultant shall not communicate, divulge or disseminate
Confidential Information at any time during or after the Consulting Period,
except with the prior written consent of the Company or as otherwise required by
law or legal process.
5. Noncompetition. During the Consulting Period, the Consultant
shall not, without the prior written consent of the Board, engage in or become
associated with a Competitive Activity. For purposes of this paragraph (b) of
Section 6: (i) a "Competitive Activity" means any business or other endeavor
that engages in construction, ownership, leasing, design and/or management of
parking lots, parking garages, or other parking facilities or consulting with
respect thereto; and (ii) the Consultant shall be considered to have become
"associated with a Competitive Activity" if he becomes directly or indirectly
involved as an owner, employee, officer, director, independent contractor,
agent, partner, advisor, or in any other capacity calling for the rendition of
the Consultant's personal services, with any individual, partnership,
corporation or other organization that is engaged in a Competitive Activity.
Notwithstanding the foregoing, the Consultant may make and retain investments
during the Consulting Period in not more than five percent of the equity of any
entity engaged in a Competitive Activity, if such equity is listed on a national
securities exchange or regularly traded in an over-the-counter market.
6. Successors. (a) This Agreement is personal to the Consultant and,
without the prior written consent of the Company, shall not be assignable by the
Consultant otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Consultant's
legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
7. 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.
(b) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
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(c) The Consultant acknowledges that his services hereunder are to
be rendered as an independent contractor, and that he is solely responsible for
the payment of all Federal, state, local and foreign taxes that are required by
applicable laws or regulations to be paid with respect to the Consulting Fee.
(d) The Consultant and the Company acknowledge that this Agreement
supersedes any other agreement between them concerning the subject matter
hereof.
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IN WITNESS WHEREOF, the Consultant has hereunto set his hand and,
pursuant to the authorization of its Board of Directors, 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/ Sidney Warshauer
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Sidney Warshauer
APCOA, INC.
By: /s/ Michael J. Celebrezze
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Name: Michael J. Celebrezze
Title: Chief Financial Officer
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