EX-10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.10

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 21st day of January, 2005, to be effective as of January 1, 2005, by and between THOMAS M. DUFFY (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).

     WHEREAS, Employer and Employee have made and entered into that certain Employment Agreement dated February 23, 2000, as amended by the First Amendment to Employment Agreement dated June 1, 2001, as amended by the Second Amendment to Employment Agreement dated February 11, 2004 (collectively, the “Employment Agreement”); and

     WHEREAS, Employer and Employee deem it in their respective best interests to clarify the duties and obligations, each to the other, by amending and restating the Employment Agreement as set forth herein;

     NOW, THEREFORE, for and in consideration of the covenants and conditions hereafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Employer hereby agree as follows:

W I T N E S S E T H

     WHEREAS, Employer, through its Affiliates (as hereinafter defined), is engaged in the transportation of automobiles and light trucks from manufacturers to retailers, and other related activities (the “Business”); and

     WHEREAS, Employee has practiced law for a number of years, has pertinent legal experience, and has, from time to time, provided legal services to Employer; and

     WHEREAS, Employer desires in-house legal counsel and Employee desires to serve as Employer’s in-house legal counsel; and

     NOW, THEREFORE, for and in consideration of the covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee hereby mutually agree that all previous employment agreements are superseded, null, void, and of no further force and effect, and Employer and Employee further mutually agree as follows:

     1. DEFINITIONS.

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     2. TERM. Subject to the provisions hereinafter set forth, the Term of this Amended and Restated Employment Agreement shall commence as of the date hereof and shall end on December 31, 2005 (the “Initial Term”). Upon the expiration of the Initial Term, and on the expiration of each successive Renewal Term (as hereinafter defined), Employee’s employment shall be automatically renewed for an additional term of one (1) years (the “Renewal Term(s)”), unless written notification of termination is given by either party to the other party not less than three (3) months prior to the expiration of the Initial Term or, as the case may be, the then-current Renewal Term.

     3. DUTIES.

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     4. BASE SALARY.

     5. BONUS COMPENSATION.

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     6. OTHER BENEFITS. During the Term, Employer shall provide the following benefits to Employee:

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     The benefits described in subparagraph (a) of this Paragraph shall not be construed to require Employer to establish any such plans or programs or to prevent Employer from modifying or terminating any such plans or programs, and no such action or failure thereof shall affect this Amended and Restated Employment Agreement; provided, however, that in the event of any reduction in the group medical and hospitalization benefits in place as of the date hereof, the salary payable to Employee shall be increased, as of the effective date of such reduction, by that amount necessary to enable Employee to supplement the benefits provided by Employer to maintain the level of benefits currently provided to him by it.

     7. VACATION. Employee shall receive no fewer than three (3) weeks of paid vacation for each year during the Term. Scheduling of vacation shall be subject to the prior approval of Employer (which approval shall not be unreasonably withheld). Vacation time shall not accrue, and in the event Employee prior to the end of any year shall not use all of his vacation time for such year, such vacation time shall be forfeited.

     8. TERMINATION. Anything herein to the contrary notwithstanding, Employee’s employment hereunder shall terminate upon the first to occur of any of the following events:

     9. TERMINATION PAYMENT. Subject to the provisions of Paragraph 12 hereof, in the event

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then Employer shall, depending upon the reason for the termination of Employee’s employment, immediately pay in cash to Employee an amount determined as follows:

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     10. OPERATIVE PROVISIONS.

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     11. INTENTION OF PARTIES. It is the express understanding and intention of Employer and Employee that the provisions of Paragraph 5 and Paragraph 9 hereof shall be read together and be non-exclusive so that, in the event of a termination of Employee’s employment pursuant to Paragraph 9 of this Amended and Restated Employment Agreement, Employee shall receive both (i) all of the compensation specified in Paragraph 9 hereof (including, but not limited to, the applicable percentage of Employee’s then-effective Base Salary and the applicable percentage of the cash portion of Employee’s Bonus) and (ii) one hundred percent (100%) of the pro rata portion of both the cash and equity parts of Employee’s Bonus based on the number of days in the fiscal year falling within the Term (which shall include the amount of any bonus paid to Employee during that year, if any), but in no event shall such pro rata portion be less than the pro rata share of the highest of (i) the average of the bonuses actually paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs; (ii) the average of the bonuses which would have been paid to Employee for the two (2) years immediately preceding the year in which termination of employment occurs, assuming his target bonus had been achieved for each such year; or (iii) the amount of the target bonus for Employee for the year in which termination of employment occurs. The amounts referred to in this Paragraph are in addition to the benefits enumerated in Paragraphs 6(b) and 6(c) hereof.

     12. CONDITIONS TO BENEFITS. Anything in this Amended and Restated Agreement to the contrary notwithstanding:

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     13. COVENANT NOT-TO-DISCLOSE. Employer and Employee recognize that, during the course of Employee’s term of employment with Employer pursuant to this Amended and Restated Employment Agreement, Employer will disclose to Employee information concerning Employer and the Affiliates, their products, their customers, their services, their trade secrets, their proprietary information and other information concerning their business all of which constitute valuable assets of Employer and the Affiliates. Employer and Employee further acknowledge that Employer has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the public shall cause irreparable harm, damage and loss to Employer and the Affiliates.

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     14. COVENANT NOT-TO-INDUCE. Employee covenants and agrees that during the Restricted Period, he will not, directly or indirectly, on his own behalf or in the service or on behalf of others, hire, solicit, take away or attempt to hire, solicit or take away any employee or other personnel of Employer and the Affiliates. This Paragraph 14 shall, except as otherwise provided in this Amended and Restated Employment Agreement, survive the termination of this Agreement.

     15. COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees that he shall not at any time during or following the term of this Amended and Restated Employment Agreement make any remarks disparaging the conduct or character of Employer or the Affiliates or any of Employer’s or the Affiliates’ current or former agents, employees, officers, directors, successors or assigns (collectively the “Related Companies”). In addition, Employee agrees to cooperate with the Related Companies, at no extra cost, in any litigation or administrative proceedings (e.g., EEOC charges) involving any matters with which Employee was involved during Employee’s employment with Employer. Employer shall reimburse Employee for travel expenses approved by Employer or the Affiliates incurred in providing such assistance. This Paragraph 15 shall survive the termination of this Amended and Restated Employment Agreement.

     16. COVENANT NOT-TO-COMPETE. Employer and Employee acknowledge that, by virtue of Employee’s responsibilities and authority, he shall, during the course of his Employment, be instrumental in developing, and shall receive, highly confidential information concerning Employer, its customers, its services, its trade secrets, its proprietary information and other information concerning the business of transporting automobiles and light trucks from the manufacturer to retailers (and related activities) and the logistics business in connection with automobiles and light trucks (all of which is, collectively, referred to as the “Business”), much of which will be unavailable to those in positions of lesser responsibility and authority. Employee further acknowledges that the ability of such information to benefit a competitor or potential competitor of Employer and the Affiliates shall cause irreparable harm, damage and loss to Employer and the Affiliates. To protect Employer from Employee’s using or exploiting this information, Employee agrees that, if the employment relationship between Employee and Employer terminates for any reason whatsoever, then, in such event, for a period of one (1) year or, in the case of Employee’s termination pursuant to Paragraph 9(d) hereof, two (2) years from the date of Employee’s termination of employment, Employee shall not serve as general counsel or in a similar capacity for any other person or entity who engages in the Business in the United States, Canada, Mexico, Brazil, Argentina, the United Kingdom or South Africa (collectively, the “Restricted Territory”), and Employee shall not directly or indirectly, own, manage, join, control, contract with, be employed by, act in the capacity of an officer, director, trustee, shareholder or partner or consultant, or participate in any manner in the ownership, management, operation, or control of any business or person engaged in the Business in the Restricted Territory; provided, however, Employee shall be permitted to own not more than five percent (5%) of the stock of a corporation required to file reports pursuant to the Securities Exchange Act of 1934. As to the foregoing, Employee acknowledges that he has the ability to earn a comparable income within or without the Restricted Territory as an attorney for persons or entities not engaged in the Business and that earning a livelihood for clients not engaged in the

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Business within or without the Restricted Territory would not constitute a hardship or an unreasonable restriction on the Employee or restrict him from earning comparable income. This Paragraph 16 shall survive the termination of this Amended and Restated Employment Agreement.

     17. SPECIFIC ENFORCEMENT. Employer and Employee expressly agree that a violation of the covenants not-to-disclose, not-to-induce, not-to-disparage and not-to-compete contained in Paragraphs 13, 14, 15 and 16 hereof, or any provision thereof, shall cause irreparable injury to Employer and that, accordingly, Employer shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Employee from doing or continuing to do any such act and any other violation or threatened violation of said Paragraphs 13, 14, 15 and 16 hereof.

     18. SEVERABILITY. In the event any provision of this Amended and Restated Employment Agreement shall be found to be void, the remaining provisions of this Amended and Restated Employment Agreement shall nevertheless be binding with the same effect as though the void part were deleted; provided, however, if Paragraphs 13, 14, 15 and 16 hereof shall be declared invalid, in whole or in part, Employee shall execute, as soon as possible, a supplemental agreement with Employer, granting Employer, to the extent legally possible, the protection afforded by said Paragraphs. It is expressly understood and agreed by the parties hereto that Employer shall not be barred from enforcing the restrictive covenants contained in each of Paragraphs 13, 14, 15 and 16 as each are separate and distinct, so that the invalidity of any one or more of said covenants shall not affect the enforceability and validity of the other covenants.

     19. INCOME TAX WITHHOLDING. Employer or any other payor may withhold from any compensation or benefits payable under this Amended and Restated Employment Agreement such Federal, State, City or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

     20. OTHER TAX CONSIDERATIONS. Notwithstanding any other provision of this Amended and Restated Employment Agreement to the contrary, in the event that any payment or benefit received or to be received by Employee is triggered by an event described in subparagraph (d) of Paragraph 9 of this Amended and Restated Employment Agreement, whether such payment or benefit is pursuant to the terms of this Amended and Restated Employment Agreement or any other plan, arrangement or agreement with Employer or any Affiliate of Employer (hereinafter, all such payments and benefits being sometimes referred to as “Total Payments”), and would not be deductible, either in whole or in part, by Employer or an Affiliate making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any such other plan, arrangement or agreement), (A) the cash portion of the Total Payments provided in this Paragraph 20 shall first be reduced (if necessary, to zero (0)), and (B) all other non-cash Total Payments under this Paragraph 20 shall next be reduced (if necessary, to zero (0)); provided,

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however, that the Employee’s payment shall only be reduced by this Paragraph 20 if Employer determines that reducing the Total Payments would result in greater after-tax proceeds to the Employee than if no such reduction in Total Payments had occurred. Any determination required by the preceding sentence shall be made by independent certified public accountants or tax counsel (hereinafter, such party shall sometimes be hereinafter referred to as the “Independent Adviser”) selected by Employer, the selection of which shall be reasonably acceptable to Employee. In making Employer’s determination as to the application and effect of this Paragraph 20 on any payments or benefits received or to be received by Employee, (i) no portion of the Total Payments shall be taken into account which in the opinion of the Independent Adviser does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code; (ii) those Total Payments provided under this Paragraph 20 shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (i)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the Independent Adviser; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent certified public accountants in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

     21. WAIVER. The waiver of a breach of any term of this Amended and Restated Employment Agreement by any of the parties hereto shall not operate or be construed as a waiver by such party of the breach of any other term of this Amended and Restated Employment Agreement or as a waiver of a subsequent breach of the same term of this Amended and Restated Employment Agreement.

     22. RIGHTS AND LIABILITIES UPON NOTICE OF TERMINATION. As soon as notice of termination of this Amended and Restated Employment Agreement is given, Employee shall immediately cease contact with all customers of Employer and shall forthwith surrender to Employer all customer lists, documents and other property of Employer then in his possession, compliance with which shall not be deemed to be a breach of this Amended and Restated Employment Agreement by Employee. Pending the surrender of all such customer lists, documents and other property to Employer, Employer may hold in abeyance any payments due Employee pursuant to this Amended and Restated Employment Agreement.

     23. ASSIGNMENT.

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     24. NOTICES. All notices required herein shall be in writing and shall be deemed to have been given when delivered personally or when deposited in the U.S. Mail, certified or registered, postage prepaid, return receipt requested, addressed as follows, to wit:

If to Employer at:

160 Clairemont Avenue
Suite 200
Decatur, Georgia 30030

With a copy to:

Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 600
Atlanta, Georgia 30308
Attn: Robert W. Grout, Esq.

If to Employee at:

2416 Hyde Manor Drive
Atlanta, Georgia 30327

or at such other addresses as may, from time to time, be furnished to Employer by Employee, or by Employer to Employee on the terms of this Paragraph.

     25. BINDING EFFECT. This Amended and Restated Employment Agreement shall be binding on the parties hereto and on their respective heirs, administrators, executors, successors and permitted assigns.

     26. ENFORCEABILITY. This Amended and Restated Employment Agreement contains the entire understanding of the parties and may be altered, amended or modified only by a writing executed by both of the parties hereto. This Amended and Restated Employment Agreement supersedes all prior agreements and understandings by and between Employer and Employee relating to Employee’s employment.

     27. APPLICABLE LAW. This Amended and Restated Employment Amended and Restated Employment Agreement and the rights and liabilities of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia.

     28. COUNTERPARTS. This Amended and Restated Employment Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute but a single document.

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     IN WITNESS WHEREOF, Employee has hereunder set his hand and seal, and Employer has caused this Amended and Restated Employment Agreement to be executed and delivered by its duly authorized officers, all as of the day and year first above written.

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