EXHIBIT 10(d)-2
RETIREMENT AWARD AGREEMENT
This Retirement Award Agreement ("Agreement") is entered into as of this
30th day of June, 1997 between QUIXOTE CORPORATION ("the Company"), a Delaware
corporation whose principal place of business is Chicago, Illinois, and
XXXXXX X. XXXXX of Palatine, Illinois ("Employee").
RECITALS
WHEREAS, the Board of Directors of the Company adopted the Quixote
Corporation 1993 Long-Term Stock Ownership Incentive Plan (the "Long-Term Plan")
by amending and restating the Quixote Corporation 1991 Incentive Stock Option
Plan, which is subject to approval by the stockholders of the Company; and
WHEREAS, the Long-Term Plan authorizes the Audit/Compensation Committee of
the Board of Directors (the "Committee") to select certain employees of the
Company or any of its subsidiaries who are key executives and who have completed
ten years of continuous service for the Company or its subsidiaries to receive
Retirement Awards; and
WHEREAS, the Long-Term Plan provides that Retirement Awards may be in the
form of Retirement Stock Awards and Retirement Cash Awards as those terms are
defined in the Long-Term Plan; and
WHEREAS, the Committee has selected the Employee as a grantee of a
Retirement Award subject to the terms and conditions set forth in this
Agreement; and
WHEREAS, the Long-Term Plan requires that any Retirement Awards be
documented by a written agreement with such terms and conditions as the
Committee may determine.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:
1. GRANT OF RETIREMENT AWARD.
(a) Subject to the other terms and conditions of this Agreement and
the Long-Term Plan, the Company hereby grants to Employee an aggregate
Retirement Stock Award of 51,409 shares of the Company common stock, $.01 2/3
par value (the "Stock"), to be issued and delivered to Employee as fully paid
and non-assessable Stock on the following Issuance Dates in the following
amounts:
Number of
Issuance Date Shares
------------- --------------
June 30, 1997 2,856 shares
June 30, 1998 2,856 shares
June 30, 1999 2,856 shares
June 30, 2000 2,856 shares
June 30, 2001 2,856 shares
June 30, 2002 2,856 shares
June 30, 2003 2,856 shares
June 30, 2004 2,856 shares
June 30, 2005 2,856 shares
June 30, 2006 2,856 shares
June 30, 2007 2,856 shares
June 30, 2008 2,856 shares
June 30, 2009 2,856 shares
June 30, 2010 2,856 shares
June 30, 2011 2,856 shares
June 30, 2012 2,856 shares
June 30, 2013 2,856 shares
June 30, 2014 2,857 shares
(b) The Company shall issue and deliver the shares set forth in paragraph
(a) above to the Employee on each Issuance Date only if on such date the
Employee is employed by the Company or its subsidiaries. Notwithstanding the
immediately preceding sentence, the Company shall issue and deliver the shares
set forth above on an Issuance Date to the Employee even if the Employee is not
employed by the Company or its subsidiaries on such Issuance Date solely because
the Employee's employment was terminated during the fiscal year ending on that
Issuance Date by reason of the Employee's death, disability or other involuntary
termination of employment (excluding termination for cause). The Company will
deliver to the Employee a Certificate with respect to that number of shares
issued and delivered as of the Issuance Date.
2. GRANT OF RETIREMENT CASH AWARD.
(a) Subject to the other terms and conditions of this Agreement and
the Long-Term Plan, the Company hereby grants to the Employee a Retirement Cash
Award for the sole purpose of paying federal and state income taxes arising from
the issuance and delivery of Retirement Awards to the Employee pursuant to this
Agreement, calculated as follows: As of each Issuance Date, the Employee will
receive a Retirement Cash Award equal to the quotient of (x) the Current Market
Price of the Retirement Stock Award issued and delivered on that Issuance Date
divided by (y) the percentage which is equal to 1 minus the maximum marginal
-2-
federal and state income tax rate, less the Current Market Price of the
Retirement Stock Award (the "Retirement Cash Award Formula").
A Retirement Cash Award shall only be paid in connection with the issuance
and delivery of Retirement Stock under this Agreement. The Retirement Cash
Award Formula may be changed by the Committee in its discretion.
(b) A Retirement Cash Award shall not be paid directly to the
Employee, but shall be paid to the appropriate federal and state tax officials
by the Company on behalf of Employee. The Company will give the Employee
written evidence of such payment.
(c) For purposes of this Agreement, the parties agree that, given
both the level of activity in the public trading of the Company's Stock and the
price volatility of the Stock, the fair market value of the Stock shall mean the
Current Market Price. The term "Current Market Price" of the Stock means the
average of the daily closing prices for the thirty consecutive business days
commencing no more than forty five business days before the day in question.
The closing price for each day shall be the last reported sale price determined
in the regular way or, in case no such reported sales takes place on such day,
the average of the last reported bid and asked prices determined the regular
way, in either case in the principal national securities exchange in which the
Stock is admitted to trading a listed, or if not listed or admitted to trading
on any national securities exchange, the average of the closing bid and asked
prices as reported by NASDAQ or other similar organization if NASDAQ is no
longer reporting such information, or if not so available, the fair market price
is determined by the Board.
3. RESTRICTIONS ON THE RIGHT TO SELL OR TRANSFER RETIREMENT STOCK.
(a) As a condition of this Award, the Employee agrees that he will not
sell, transfer, pledge, hypothecate, or otherwise transfer any Retirement Stock
he receives pursuant to this Agreement during the period he is employed by the
Company or its subsidiaries; provided, however, following the earlier of (i) the
termination of the employment of the Employee with the Company or its
subsidiaries, or (ii) the Employee's attaining age 65 (whether or not the
Employee actually retires from employment), these restrictions shall terminate.
The Employee agrees that the Company shall instruct its transfer agent to place
a legend on each share certificate representing the Retirement Stock with
respect to such restrictions in substantially the following form, and the
Company shall cause
-3-
such certificates to be issued without a legend when the applicable
restrictions have terminated as provided herein:
The sale, transfer, pledge, hypothecation or other transfer
of the shares represented by this Certificate are subject to
the terms and conditions of a Retirement Award Agreement
dated as of August 22, 1995 by and between Quixote
Corporation and Xxxxxx X. Xxxxx. The Retirement Award
Agreement provides that the restrictions shall automatically
expire upon the earlier of (i) the termination of Xx.
Xxxxx'x employment by Quixote Corporation or its
subsidiaries, or (ii) Xx. Xxxxx'x attaining 65 years of age.
(b) Unless on an Issuance Date, there is in the opinion of Company's
counsel a valid and effective registration statement under the Securities Act of
1933, as amended, and an appropriate qualification and registration under
applicable state securities law with respect to the Retirement Stock to be
issued and delivered, the Employee agrees, prior to the issuance and delivery of
the Retirement Stock, to provide the Company a representation that he is
acquiring the Stock for his own account for investment and not with a view to,
or for sale in connection with, the resale or distribution of any such Stock and
shall provide such other representations and covenants to the Company as may, in
the opinion of its counsel, be required. In the event that any Retirement
Stock issued is not so registered, then the Employee agrees that the
certificates representing the Retirement Stock shall bear a restrictive legend,
and that stop transfer instructions shall be issued to Company's transfer agents
until such time as the Retirement Stock is registered.
(c) If at any time the Committee determines, in its discretion, that
the listing, registration or qualification of the Retirement Stock upon any
securities exchange or under any state or federal law, or that the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of the Award or in connection
with the issuance of Retirement Stock thereunder, the Award may not be granted
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.
-4-
4. STOCKHOLDER RIGHTS AND ADJUSTMENTS TO STOCK.
(a) The Employee shall not by reason of any Retirement Stock Award or
by reason of this Agreement have any right as a stockholder of the Company with
respect to the shares of Stock to which the Company has agreed to issue and
deliver to the Employee in the future until such time as the Retirement Stock
has been actually issued and delivered to the Employee. Except as provided in
the Long-Term Plan, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to an Issuance Date for such
Retirement Stock, and all adjustments to the Retirement Stock by reason of a
stock dividend, merger, consolidation or otherwise shall be made in accordance
with the terms of the Long-Term Plan.
(b) This Agreement shall not affect in any way the right or power of
the Company to make adjustments, reclassification, reorganizations or changes of
its capital or business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets.
5. NO EMPLOYMENT RIGHTS.
Neither the establishment of the Long-Term Plan nor the granting of
this Award nor the execution of this Agreement shall be construed to give the
Employee the right to remain employed by the Company or any of its subsidiaries,
or to any benefits not specifically provided by the Long-Term Plan or by this
Agreement, or in any manner modify the right of the Company or any of its
subsidiaries to modify, amend or terminate any of its employee benefit plans or
other arrangements available to Employee. The Company and or any of its
subsidiaries may at any time dismiss the Employee from employment free from any
liability or any claim under the Long-Term Plan.
6. SUCCESSORS AND ASSIGNS.
The Award shall be binding in accordance with its terms upon any
successors of the Company and upon the heirs, executors, administrators and
successors of Employee.
7. GOVERNING LAW.
This Agreement and the Retirement Award shall be governed by and
construed in accordance with the laws of the State of Illinois relating to
contracts made and to be performed in that State.
-5-
8. TERMINATION.
(a) This Agreement shall terminate upon the earlier of (i) July 1,
2014 or (ii) the date of termination of the Employee's employment with the
Company or subsidiaries, unless extended pursuant to Section 8(b) below.
(b) Unless on or before March 1 of each year commencing March 1,
1998, the Company notifies the Employee in writing that the Company does not
intend to extend the term of this Agreement, the term of this Agreement shall
automatically be extended for an additional period of one year; provided,
however, under no circumstances shall the term of this Agreement extend beyond
July 1, 2014.
9. NOTICES.
All notices, certificates or other communication shall be sufficiently
given when given in writing and mailed by first class mail, postage prepaid,
with proper address as indicated below. Any of such parties may by written
notice given to the other party designate any address or addresses to which
notices, certificates or other communications to them shall be sent when
required as contemplated by this Agreement. Until otherwise provided by the
respective parties, all notices, certificates and communications to each of the
parties shall be addressed as follows:
To the Company: Quixote Corporation
Xxx Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Xx.
With a copy to: Xxxxx X. XxXxxxx, Esq.
Quixote Corporation
Xxx Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
To the Employee: Xxxxxx X. Xxxxx
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
-6-
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the day and year first above written.
QUIXOTE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Its: President & COO
------------------------
ATTEST: /s/ Xxxx X. Xxxxx
-------------------
/s/ Xxxxxx X. Xxxxx
---------------------
Xxxxxx X. Xxxxx
-7-
