extended by one or more Renewal Periods, shall hereafter be referred to as the “ Employment Period ”.  Notwithstanding any such termination, paragraph 6 of this Agreement shall remain in full force and effect.

2.             Position and Duties .

(a)           During the Employment Period, Executive shall serve as the Company’s President and Chief Executive Officer, with the duties, authority and responsibilities as are commensurate with such position and as are customarily associated with such position.  Executive shall hold such other positions in the Company or any of the other Parking Companies as may be assigned to him from time to time by the Company’s Board of Directors (the “ Board ”) or its Chairman.  Executive shall report directly to the Chairman of the Board or as otherwise directed by the Board.

(b)           During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, 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 Executive under this Agreement, use Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently.  Executive acknowledges that the relative time and effort that he will need to devote to any of the Parking Companies will vary from time to time as required by the respective business needs of the Company and such other Parking Companies as may be in existence from time to time.  Executive may also be called upon by the Company to perform consulting or other advisory services for various clients of the Company and/or the other Parking Companies from time to time.

(c)           Executive shall not, during the term of this Agreement, engage in any other business activities that will interfere or conflict in any material way with Executive’s employment pursuant to this Agreement.  Executive shall discharge his duties and responsibilities under this Agreement in accordance with all applicable Company codes of conduct presently in effect or as amended and modified from time to time hereafter.  Notwithstanding the foregoing provisions of this paragraph 2, Executive may engage in activities other than those required under this Agreement, such as management of personal investments, activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar type activities to the extent that such other activities do not interfere with the performance of Executive’s duties under this Agreement, or conflict in any material way with the Company’s business.

3.             Compensation .

(a)           Base Salary .  As of the Effective Date, Executive is receiving base salary at the annual rate of $624,576 (the “ Annual Base Salary ”), which includes an amount intended to compensate Executive for a car allowance that previously had been in effect but which was terminated prior to the Effective Date.  As of April 1, 2009 and each April 1 thereafter during the Employment Period, the Annual Base Salary shall be increased by the percentage increase, if any, occurring in the Consumer Price Index – All Urban Consumers (Current Series), for the twelve month period ending on the immediately preceding February 28 (or 29 th , in the case of a

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leap year).  The Annual Base Salary shall be payable in accordance with the Company’s normal payroll practice for executives as in effect from time to time, and shall be subject to review annually in accordance with the Company’s review policies and practices for executives as in effect at the time of any such review.

(b)           Bonus .  For each calendar year ending during the Employment Period, Executive shall be eligible to receive an annual bonus (the “ Annual Bonus ”) based upon terms and conditions of an annual bonus program established for Executive by 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, Executive’s target Annual Bonus (the “ Target Annual Bonus ”) throughout the Employment Period will be not less than $150,000 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, which as of the Effective Date are as outlined on Exhibit A attached hereto.

(c)           Equity Plan .  In the event the Company adopts one or more equity plans or programs for its key executives during the Employment Period (each an “ Equity Plan, ” which as of the Effective Date includes the Company’s Long Term Incentive Plan), 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 the Equity Plan.

(d)           Other Benefits .  In addition to the foregoing, during the Employment Period:  (i) Executive shall be entitled to participate in savings, retirement, and fringe benefit plans, practices, policies and programs of the Company as in effect from time to time, including, but not limited to the Company’s 401(k) plan, on terms and conditions no less favorable than those applicable to peer executives (which for purposes of this Agreement shall mean the Company’s Executive Vice Presidents); (ii) Executive shall be entitled to four (4) weeks of annual vacation, to be taken in accordance with the Company’s vacation policy as in effect from time to time; (iii) the Company shall pay Executive’s annual cost of a country club membership (including without limitation monthly dues) in the Chicago metropolitan area, and (iv) Executive and Executive’s family shall be eligible for participation in, and shall receive all benefits under, group medical, 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)           Business Expenses .  Executive shall be reimbursed by the Company for those business expenses authorized by the Company and those for which are necessarily and reasonably incurred on behalf of the Company and which may be properly be deducted by the Company as business expenses for federal tax purposes.

4.             Termination of Employment .

(a)           Death or Disability .  In the event of Executive’s death during the Employment Period, Executive’s employment with the Company shall terminate automatically.  The Company, in its discretion, shall have the right to terminate Executive’s employment because of Executive’s Disability during the Employment Period.  For purposes of this Agreement, “ Disability ” shall mean physical or mental disability that renders Executive

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incapable of performing substantially all of the duties of his employment with the Company, as such employment exists on the date immediately prior to the commencement of such disability (the “ Disability Effective Date ”), which disability is likely to be permanent and continuing during the remainder of Executive’s lifetime.  The Company’s termination of Executive’s employment by reason of Executive’s Disability shall be communicated to Executive by written notice and shall be effective as of the Disability Effective Date.

(b)           By the Company .  In addition to termination by reason of Executive’s Disability, the Company may terminate Executive’s employment during the Employment Period for Cause or Performance Reasons.  As used in this Agreement, the term “ Cause” means:

(i)            Executive knowingly and willfully engages in or manifests his intent to engage in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; or

(ii)           Executive engages in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Company, Executive’s credibility and reputation no longer conform to the standard of the Company’s executives.

As used in this Agreement, the term “ Performance Reasons ” means:

(i)            a material breach by Executive of the terms of this Agreement, or

(ii)           Executive’s gross misconduct or gross negligence in the performance of his duties.

(c)           Voluntary Termination by Executive .  Executive may voluntarily terminate his employment during the Employment Period (“ Voluntary Termination ”) by giving written notice thereof to the Company; provided, however, that if Executive terminates his employment for Good Reason as hereafter defined, such termination shall not be considered a Voluntary Termination by Executive, and instead Executive shall be treated as if he had been terminated by the Company pursuant to paragraph 5(d) below.  “ Good Reason ” means:

(i)            without the express written consent of Executive, (1) the assignment to Executive of duties inconsistent in any substantial respect with Executive’s position, authority or responsibilities within the Company, or (2) any other substantial adverse change in such position (including without limitation titles, authority or responsibilities) or significant reduction in Annual Base Salary or Annual Bonus;

(ii)           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 Executive; or

(iii)          the Company requires, or otherwise takes such action as would require, the Executive’s relocation.

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(d)           Date of Termination .  The “ Date of Termination ” means (i) the date of Executive’s death, (ii) the Disability Effective Date, (iii) the effective date of termination of Executive’s employment by the Company for Cause or Performance Reasons, as set forth in a written notice from the Company, (iv) the date that notice of the Company’s termination of Executive’s employment for reasons other than for Cause, Performance Reasons, death or Disability is received by Executive, or (v) the date on which Executive gives the Company notice of Executive’s voluntary termination of employment or his termination of employment for Good Reason, as the case may be.

5.             Obligations of the Company upon Termination .

(a)           Obligations as of Date of Termination .  Upon the termination of Executive’s employment for any reason, then in addition to any other obligations of the Company pursuant to this Agreement, the Company shall pay Executive:

(i)            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 Executive’s termination occurs, as determined in accordance with the Company’s policy as in effect from time to time; and

(iii)          any other payments or benefits to be provided to 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 be otherwise 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.

(b)           Upon Termination by the Company for Cause or Performance Reasons, or by reason of Executive’s Death or Voluntary Termination .  If Executive’s employment in terminated (x) by the Company for Cause or due to Performance Reasons, or (y) by reason of Executive’s death or Voluntary Termination, then except as required by law or otherwise expressly provided in this Agreement or agreed to in writing between Executive and the Company, and except for the payments to be made pursuant to subparagraph 5(a) and any Salary Continuation Payments to be made as provided in paragraph 6(g), the Company shall have no obligation to make any payments or provide any benefits to Executive for periods after the Date of Termination.

(c)           Upon Termination by the Company by Reason of Executive’s Disability .  If Executive’s employment is terminated by reason of Executive’s Disability in accordance with paragraph 4(a) hereof, then in addition to the amounts to be paid pursuant to subparagraph 5(a), the Company shall pay to Executive or Executive’s legal representative, as applicable, for the duration of the Employment Period: (i) Executive’s Annual Base Salary at the rate in effect immediately preceding the Date of Termination, provided that any such payments made to Executive shall be reduced by the sum of the amounts, if any, payable to Executive under any disability benefit plans of the Company or under the Social Security disability insurance

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program, (ii) any earned and unpaid Annual Bonus for any calendar year ended prior to the Date of Termination and a prorated Target Annual Bonus for services rendered in the calendar year in which the Date of Termination occurs, and (iii) any other vested benefits to which Executive is entitled, in each case to the extent not yet paid.  The Annual Base Salary and Annual Bonus payments to be made hereunder shall be made as and when such amounts would be paid in accordance with paragraphs 3(a) and (b) above.

(d)           Upon Termination by the Company for Other Reasons .  If the Company terminates Executive’s employment for any reason other than those described in subparagraphs 5(b) or 5(c) above, then in addition to the amounts payable pursuant to subparagraph 5(a), the Company’s obligations to Executive shall be as follows:

(i)            During the sixty (60) month period following the Date of Termination, and except to the extent prohibited under the terms of any applicable insurance policy, Executive 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.

(ii)           The Company shall pay Executive an amount (“ Severance Pay ”) determined by subtracting (x) the aggregate amount of Salary Continuation Payments payable to Executive pursuant to subparagraph 6(g), from (y) the product determined by multiplying five times the sum of Executive’s current Annual Base Salary plus the amount of any Annual Bonus paid to Executive for the immediately preceding calendar year.  The Severance Pay shall be paid to Executive over a period of sixty (60) months commencing on the Date of Termination, as and when such amount would be paid in accordance with subparagraph 3(a) above as if such payments were payments of Annual Base Salary.

(iii)          The Company shall make Salary Continuation Payments to Executive as provided in subparagraph 6(g).

Notwithstanding anything to the contrary contained in this Agreement, the Company’s obligations to provide welfare benefits coverage and to make Severance Payments and Salary Continuation Payments to Executive as provided in this subparagraph 5(d) shall cease with respect to periods after the earlier to occur of the date of Executive’s death, the Disability Effective Date or the date, if any, of the breach by Executive of any of his obligations pursuant to paragraph 6.

(e)           Rights Regarding Life Insurance Policies .  In addition to any and all other rights that Executive may have pursuant to this Agreement upon Executive’s death, Disability or the termination of his employment with the Company, and notwithstanding anything to the contrary contained in this Agreement or in that certain Deferred Compensation Agreement dated as of Augu