Exhibit 4(d)
STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the 18th day of February, 1999
between Quixote Corporation, a Delaware corporation (the "Company"), and
Xxxxxx Xxxxxx ("Xxxxxx").
WITNESSETH
WHEREAS, Xxxxxx has been a key contributor to the success of the
Company as the international consultant for the Company's Energy
Absorption Systems, Inc. subsidiary; and
WHEREAS, the Audit/Compensation Committee of the Board of Directors
has determined that it is in the best interests of the Company and its
stockholders to awards shares of the Company's common stock to Xxxxxx;
NOW, THEREFORE, in consideration of the premises set forth herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Award of Shares. The Company hereby awards Xxxxxx and Xxxxxx
hereby accepts the Company's award of One Thousand (1,000) shares (the
"Shares") of Common Stock, $.01 2/3 par value per share, of the Company
("Common Stock"), subject to the terms and conditions set forth in this
Agreement (the "Award").
2. Award Date. The issuance of the Shares to Xxxxxx shall occur
simultaneously with the date of this Agreement (the "Award Date"). The
Shares had a Fair Market Value of $ 12.27 on the Award Date. For
purposes of this Agreement, the current per share market price of the
Company's Common Stock is deemed to be the average of the daily closing
prices for the thirty (30) consecutive business days before the Award
Date as reported by NASDAQ.
3. Stock Certificate. The Company shall provide Xxxxxx with a stock
certificate representing the Shares, which shall bear a legend evidencing
the fact that the issuance of the Shares has not been registered under
the Securities Act of 1933, as amended. At such time as the Shares are
either registered under the Securities Act of 1933, as amended, or are
otherwise exempt from registration, the Company shall provide Xxxxxx with
a stock certificate representing the Shares without such a legend.
4. Taxes. As part of the Award, the Company will pay Xxxxxx'x
estimated taxes on the compensation represented by the Award.
5. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefits of the Company and Xxxxxx and their respective
legal representatives, successors, heirs and assigns, by operation of law
or otherwise.
6. Severability. In the event that any provision of this Agreement
shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect.
7. Applicable Law. This Agreement shall be construed and enforced
in accordance with, and governed by, the law of the State of Illinois,
without application of any choice of law principles that would apply any
law other than the law of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
effective as of the day and year first above written.
XXXXXX: QUIXOTE CORPORATION
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
Xxxxxx Xxxxxx Its: Chief Executive Officer
