Exhibit 10 (a-1)
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Second Amendment to Executive Employment Agreement is made and
entered into as of this 13th day of January, 1997, by and between Quixote
Corporation, a Delaware corporation (hereinafter referred to as the "Company"),
and Xxxxx X. Xxxxx of Palos Hills, Illinois (hereinafter referred to as the
"Executive").
RECITALS
WHEREAS, the Company and the Executive have entered into an Executive
Employment Agreement dated as of June 24, 1991 as amended (the "Agreement"),
which provides for certain benefits to the Executive upon a "change of control"
of the Company; and
WHEREAS, the Company and the Executive agree that the change of control
provision of the Agreement might be deemed to include the proposed transactions
contemplated in that Asset Purchase Agreement dated as of December 8, 1996 among
the Company, Disc Manufacturing, Inc., Cinram Ltd. and Cinram Inc.; and
WHEREAS, the Executive and the Company agree that consummation of the
transactions contemplated in said Asset Purchase Agreement is not intended to be
a "change in control" for purposes of the Agreement; and
WHEREAS, the parties desire to modify the Agreement to set forth their
understanding;
NOW, THEREFORE, in consideration of the foregoing, and of the respective
covenants and agreements of the parties contained herein, the parties agree as
follows:
1. Section 6(g)(iii) of the Agreement shall be amended to read as follows:
there shall be consummated (A) any consolidation or merger of the Company
in which the Company is not the continuing or surviving corporation or pursuant
to which shares of the Company's Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company's Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (B) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; provided, however, that the
consummation of the transactions contemplated in that Asset Purchase Agreement
dated as of December 8, 1996 by and among the Company, Disc Manufacturing, Inc.,
Cinram Ltd. and Cinram Inc., shall not, in and of itself, constitute a change in
control of the Company within the meaning of this Section 6(g).
2. The first sentence of Section 8(a) of the Agreement shall be amended
to read as follows:
The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all, or substantially all, of
the business and/or assets of the Company, by agreement in form and substance
satisfactory to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place; provided, however,
that the consummation of the transactions contemplated in that Asset Purchase
Agreement dated as of December 8, 1996 by and among the Company, Disc
Manufacturing, Inc., Cinram Ltd. and Cinram Inc. shall not, in and of itself, be
deemed to require compliance with this first sentence of Section 8(a).
3. Except as set forth herein, the Agreement is not in any way amended,
modified or changed.
IN WITNESS WHEREOF, this Second Amendment to Executive Employment
Agreement is executed as of the date above written.
QUIXOTE CORPORATION EXECUTIVE
By:/s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxx
Its: President Xxxxx X. Xxxxx
