EX. 10(f)
RETIREMENT AWARD AGREEMENT
This Retirement Award Agreement ("Agreement") is entered into as of this
30th day of June, 1993 between QUIXOTE CORPORATION ("the Company"), a Delaware
corporation whose principal place of business is Chicago, Illinois, and XXXXXX
X. XXXXXXXX, XX, of Chicago, 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 91,530 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, 1993 18,306 shares
June 30, 1994 18,306 shares
June 30, 1995 18,306 shares
June 30, 1996 18,306 shares
June 30, 1997 18,306 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:
(i) As of each Issuance Date, the Employee will receive a Retirement
Cash Award equal to the product of (x) the Current Market Price of the
Retirement Stock Award issued and delivered on that Issuance Date and (y) the
percentage which is equal to 1 less the maximum marginal federal and state
income tax rate then in effect (the "Retirement Cash Award Formula").
(ii) The Retirement Cash Award calculated for the Employee as of the
initial Issuance Date of June 30, 1993 pursuant to the Retirement Cash Award
Formula is as set forth on Schedule 1.
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 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 June 30,
1993 by and between Quixote Corporation and
Xxxxxx X. Xxxxxxxx, Xx.. The Retirement Award
Agreement provides that the restrictions shall
automatically expire upon the earlier of (i) the
termination of Xx. Xxxxxxxx' employment by
Quixote Corporation or its subsidiaries, or (ii) Xx.
Xxxxxxxx' attaining 65 years of age.
(b) Notwithstanding anything in this Section 3 to the contrary, 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 prior to, and during the six-month period following, the
meeting of the stockholders of the Company at which the Long-Term Plan is
approved by stockholders.
(c) 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.
(d) 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. 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.
8. TERMINATION
(a) This Agreement shall terminate upon the earlier of (i) July 1, 1998 or
(ii) the date of termination of the Employee's employment with the Company or
subsidiaries.
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 be 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, Xxxxxxxx 00000
Attn.: President
With a copy to: _____________________________
_____________________________
_____________________________
_____________________________
To the Employee: Xxxxxx X. Xxxxxxxx, Xx.
0000 Xxxx Xxxxx Xxxxx 00X
Xxxxxxx, XX 00000
10. PRE-REQUISITE STOCKHOLDER APPROVAL
The Company and the Employee agree that, notwithstanding any of the
provisions herein, this Agreement shall become null and void in the event the
stockholders of the Company fail to approve the adoption of the Long-Term Plan.
If the stockholders fail to approve the Long-Term Plan, neither
the Company nor the Employee shall have any rights under this Agreement or under
the Long-Term Plan.
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. Xxxxxxxx, Xx.
Its: President
ATTEST:
/s/ Xxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------
Xxxxxx X. Xxxxxxxx, Xx.
SCHEDULE 1
The initial Retirement Cash Award payable as of June 30, 1993, is $190,204,
calculated as follows:
A x B x C = $190,204, where:
A = Number of Shares Issued
B = Current Market Value on June 30, 1993
C = 100% - 42.6% which is the percentage equal to sum of maximum
marginal federal and state income tax rates.
RETIREMENT AWARD AGREEMENT
This Retirement Award Agreement ("Agreement") is entered into as of this
30th day of June, 1993 between QUIXOTE CORPORATION ("the Company"), a Delaware
corporation whose principal place of business is Chicago, Illinois, and XXXXX X.
XXXXXXX, of Winnetka, 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 32,410 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, 1993 6,482 shares
June 30, 1994 6,482 shares
June 30, 1995 6,482 shares
June 30, 1996 6,482 shares
June 30, 1997 6,482 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:
(i) As of each Issuance Date, the Employee will receive a Retirement
Cash Award equal to the product of (x) the Current Market Price of the
Retirement Stock Award issued and delivered on that Issuance Date and (y) the
percentage which is equal to 1 less the maximum marginal federal and state
income tax rate then in effect (the "Retirement Cash Award Formula").
(ii) The Retirement Cash Award calculated for the Employee as of the
initial Issuance Date of June 30, 1993 pursuant to the Retirement Cash Award
Formula is as set forth on Schedule 1.
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 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 June 30,
1993 by and between Quixote Corporation and
Xxxxx X. XxXxxxx. The Retirement Award
Agreement provides that the restrictions shall
automatically expire upon the earlier of (i) the
termination of Xx. XxXxxxx' employment by
Quixote Corporation or its subsidiaries, or (ii) Xx.
XxXxxxx' attaining 65 years of age.
(b) Notwithstanding anything in this Section 3 to the contrary, 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 prior to, and during the six-month period following, the
meeting of the stockholders of the Company at which the Long-Term Plan is
approved by stockholders.
(c) 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.
(d) 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. 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.
8. TERMINATION
(a) This Agreement shall terminate upon the earlier of (i) July 1, 1998 or
(ii) the date of termination of the Employee's employment with the Company or
subsidiaries.
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 be 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, Xxxxxxxx 00000
Attn.: President
With a copy to:
___________________________________
___________________________________
___________________________________
___________________________________
To the Employee: Xxxxx X. XxXxxxx
000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
10. PRE-REQUISITE STOCKHOLDER APPROVAL
The Company and the Employee agree that, notwithstanding any of the
provisions herein, this Agreement shall become null and void in the event the
stockholders of the Company fail to approve the adoption of the Long-Term Plan.
If the stockholders fail to approve the Long-Term Plan, neither
the Company nor the Employee shall have any rights under this Agreement or under
the Long-Term Plan.
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/ Xxxxx X. Xxxxx
Its: Executive Vice President-Finance
ATTEST:
/s/ Xxxx X. Xxxxx
/s/ Xxxxx X. XxXxxxx
--------------------
Xxxxx X. XxXxxxx
SCHEDULE 1
The initial Retirement Cash Award payable as of June 30, 1993, is $67,350,
calculated as follows:
A x B x C = $67,350, where:
A = Number of Shares Issued
B = Current Market Value on June 30, 1993
C = 100% - 42.6% which is the percentage equal to sum of maximum
marginal federal and state income tax rates.
RETIREMENT AWARD AGREEMENT
This Retirement Award Agreement ("Agreement") is entered into as of this
30th day of June, 1993 between QUIXOTE CORPORATION ("the Company"), a Delaware
corporation whose principal place of business is Chicago, Illinois, and XXXXX X.
XXXXX, of Palos Hills, 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 46,000 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, 1993 4,600 shares
June 30, 1994 4,600 shares
June 30, 1995 4,600 shares
June 30, 1996 4,600 shares
June 30, 1997 4,600 shares
June 30, 1998 4,600 shares
June 30, 1999 4,600 shares
June 30, 2000 4,600 shares
June 30, 2001 4,600 shares
June 30, 2002 4,600 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 and the term of this
Agreement has not been terminated pursuant to Section 8(b). 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:
(i) As of each Issuance Date, the Employee will receive a Retirement
Cash Award equal to the product of (x) the Current Market Price of the
Retirement Stock Award issued and delivered on that Issuance Date and (y) the
percentage which is equal to 1 less the maximum marginal federal and state
income tax rate then in effect (the "Retirement Cash Award Formula").
(ii) The Retirement Cash Award calculated for the Employee as of the
initial Issuance Date of June 30, 1993 pursuant to the Retirement Cash Award
Formula is as set forth on Schedule 1.
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 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 June 30,
1993 by and between Quixote Corporation and
Xxxxx 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) Notwithstanding anything in this Section 3 to the contrary, 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 prior to, and during the six-month period following, the
meeting of the stockholders of the Company at which the Long-Term Plan is
approved by stockholders.
(c) 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.
(d) 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. 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.
8. TERMINATION
(a) This Agreement shall terminate upon the earlier of (i) July 1, 1998 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, 1994, 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, 2002.
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 be 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, Xxxxxxxx 00000
Attn.: President
With a copy to: _____________________________
_____________________________
_____________________________
_____________________________
To the Employee: Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
10. PRE-REQUISITE STOCKHOLDER APPROVAL
The Company and the Employee agree that, notwithstanding any of the
provisions herein, this Agreement shall become null and void in the event the
stockholders of the Company fail to approve the adoption of the Long-Term Plan.
If the stockholders fail to approve the Long-Term Plan, neither the Company nor
the Employee shall have any rights under this Agreement or under the Long-Term
Plan.
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/ Xxxxx X. XxXxxxx
Its: Executive Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
------------------
Xxxxx X. Xxxxx
SCHEDULE 1
The initial Retirement Cash Award payable as of June 30, 1993, is $47,795,
calculated as follows:
A x B x C = $47,795, where:
A = Number of Shares Issued
B = Current Market Value on June 30, 1993
C = 100% - 42.6% which is the percentage equal to sum of maximum
marginal federal and state income tax rates.
RETIREMENT AWARD AGREEMENT
This Retirement Award Agreement ("Agreement") is entered into as of this
30th day of June, 1993 between QUIXOTE CORPORATION ("the Company"), a Delaware
corporation whose principal place of business is Chicago, Illinois, and XXXXXX
X. XXXXXXXX, of Palos Heights, 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 37,037 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, 1993 5,291 shares
June 30, 1994 5,291 shares
June 30, 1995 5,291 shares
June 30, 1996 5,291 shares
June 30, 1997 5,291 shares
June 30, 1998 5,291 shares
June 30, 1999 5,291 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 and the term of this
Agreement has not been terminated pursuant to Section 8(b). 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:
(i) As of each Issuance Date, the Employee will receive a Retirement
Cash Award equal to the product of (x) the Current Market Price of the
Retirement Stock Award issued and delivered on that Issuance Date and (y) the
percentage which is equal to 1 less the maximum marginal
federal and state income tax rate then in effect (the "Retirement Cash Award
Formula").
(ii) The Retirement Cash Award calculated for the Employee as of the
initial Issuance Date of June 30, 1993 pursuant to the Retirement Cash Award
Formula is as set forth on Schedule 1.
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 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 June 30,
1993 by and between Quixote Corporation and
Xxxxxx X. Xxxxxxxx. The Retirement Award
Agreement provides that the restrictions shall
automatically expire upon the earlier of (i) the
termination of Xx. Xxxxxxxx'x employment by
Quixote Corporation or its subsidiaries, or (ii) Xx.
Xxxxxxxx'x attaining 65 years of age.
(b) Notwithstanding anything in this Section 3 to the contrary, 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 prior to, and during the six-month period following, the
meeting of the stockholders of the Company at which the Long-Term Plan is
approved by stockholders.
(c) 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.
(d) 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. 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.
8. TERMINATION
(a) This Agreement shall terminate upon the earlier of (i) July 1, 1998 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, 1994, 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, 1999.
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 be 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, Xxxxxxxx 00000
Attn.: President
With a copy to: _____________________________
_____________________________
_____________________________
_____________________________
To the Employee: Xxxxxx X. Xxxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
10. PRE-REQUISITE STOCKHOLDER APPROVAL
The Company and the Employee agree that, notwithstanding any of the
provisions herein, this Agreement shall become null and void in the event the
stockholders of the Company fail to approve the adoption of the Long-Term Plan.
If the stockholders fail to approve the Long-Term Plan, neither the Company nor
the Employee shall have any rights under this Agreement or under the Long-Term
Plan.
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/ Xxxxx X. XxXxxxx
Its: Executive Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
SCHEDULE 1
The initial Retirement Cash Award payable as of June 30, 1993, is $54,975,
calculated as follows:
A x B x C = $54,975, where:
A = Number of Shares Issued
B = Current Market Value on June 30, 1993
C = 100% - 42.6% which is the percentage equal to sum of maximum marginal
federal and state income tax rates.
AMENDED RETIREMENT AWARD AGREEMENT
This Amended Retirement Award Agreement ("Amendment Agreement") is entered
into as of this 23rd day of August, 1996 between QUIXOTE CORPORATION (the
"Company"), a Delaware corporation whose place of business is in Chicago,
Illinois, and XXXXXX X. XXXXXXXX, XX. of Chicago, Illinois ("Employee").
RECITALS:
WHEREAS, the Company and the Employee are parties to a Retirement Award
Agreement entered into as of June 30, 1993 ("Agreement"), which provides for
certain retirement awards, including a retirement cash award (as those terms are
defined) in the Quixote Corporation 1993 Long-Term Stock Ownership Incentive
Plan (the "Long-Term Plan");
WHEREAS, the formula for determining the retirement cash award provided in
Section 2 of the Agreement is inconsistent with the Long-Term Plan and its
purposes;
WHEREAS, the parties agree that the Agreement should be amended to reflect
accurately the formula for determining the retirement cash award.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:
1. Section 2 of the Agreement should be amended as of June 30, 1993 to
read as follows:
(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 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.
2. Except as provided in Section 1, above, there shall be no other
changes to the Agreement.
IN WITNESS WHEREOF, the Company and Employee have executed this Amendment
Agreement as of the day and year first above written.
QUIXOTE CORPORATION XXXXXX X. XXXXXXXX, XX.
By: /s/ Xxxxxx X. Xxxxxxxx Xx. /s/ Xxxxxx X. Xxxxxxxx Xx.
--------------------------- ---------------------------
Its: Chairman and Chief Executive Officer
----------------------------
ATTEST:
/s/ Xxxx X. Xxxxx
---------------------------------
AMENDED RETIREMENT AWARD AGREEMENT
This Amended Retirement Award Agreement ("Amendment Agreement") is entered
into as of this 23rd day of August, 1996 between QUIXOTE CORPORATION (the
"Company"), a Delaware corporation whose place of business is in Chicago,
Illinois, and XXXXX X. XXXXXXX of Winnetka, Illinois ("Employee").
RECITALS:
WHEREAS, the Company and the Employee are parties to a Retirement Award
Agreement entered into as of June 30, 1993 ("Agreement"), which provides for
certain retirement awards, including a retirement cash award (as those terms are
defined) in the Quixote Corporation 1993 Long-Term Stock Ownership Incentive
Plan (the " Long-Term Plan");
WHEREAS, the formula for determining the retirement cash award provided in
Section 2 of the Agreement is inconsistent with the Long-Term Plan and its
purposes;
WHEREAS, the parties agree that the Agreement should be amended to reflect
accurately the formula for determining the retirement cash award.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:
1. Section 2 of the Agreement should be amended effective as of June 30,
1993 to read as follows:
(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 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.
2. Except as provided in Section 1, above, there shall be no other
changes to the Agreement.
IN WITNESS WHEREOF, the Company and Employee have executed this Amendment
Agreement as of the day and year first above written.
QUIXOTE CORPORATION XXXXX X. XxXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx Xx. /s/ Xxxxx X. XxXxxxx
----------------------------- ---------------------------
Its: Chairman and Chief Executive Officer
-----------------------------
ATTEST:
/s/ Xxxx X. Xxxxx
-------------------------
AMENDED RETIREMENT AWARD AGREEMENT
This Amended Retirement Award Agreement ("Amendment Agreement") is entered
into as of this 23rd day of August, 1996 between QUIXOTE CORPORATION (the
"Company"), a Delaware corporation whose place of business is in Chicago,
Illinois, and XXXXX X. XXXXX of Palos Hills, Illinois ("Employee").
RECITALS:
WHEREAS, the Company and the Employee are parties to a Retirement Award
Agreement entered into as of June 30, 1993 ("Agreement"), which provides for
certain retirement awards, including a retirement cash award (as those terms are
defined) in the Quixote Corporation 1993 Long-Term Stock Ownership Incentive
Plan (the "Long-Term Plan");
WHEREAS, the formula for determining the retirement cash award provided in
Section 2 of the Agreement is inconsistent with the Long-Term Plan and its
purposes;
WHEREAS, the parties agree that the Agreement should be amended to reflect
accurately the formula for determining the retirement cash award.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:
1. Section 2 of the Agreement should be amended effective as of June 30,
1993 to read as follows:
(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 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.
2. Except as provided in Section 1, above, there shall be no other
changes to the Agreement.
IN WITNESS WHEREOF, the Company and Employee have executed this Amendment
Agreement as of the day and year first above written.
QUIXOTE CORPORATION XXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxxxxx Xx. /s/ Xxxxx X. Xxxxx
--------------------------- ---------------------------
Its: Chairman and Chief Executive Officer
---------------------------
ATTEST:
/s/ Xxxx X. Xxxxx
-------------------------
AMENDED RETIREMENT AWARD AGREEMENT
This Amended Retirement Award Agreement ("Amendment Agreement") is entered
into as of this 23rd day of August, 1996 between QUIXOTE CORPORATION (the
"Company"), a Delaware corporation whose place of business is in Chicago,
Illinois, and XXXXXX X. XXXXXXXX of Palos Heights, Illinois ("Employee").
RECITALS:
WHEREAS, the Company and the Employee are parties to a Retirement Award
Agreement entered into as of June 30, 1993 ("Agreement"), which provides for
certain retirement awards, including a retirement cash award (as those terms are
defined) in the Quixote Corporation 1993 Long-Term Stock Ownership Incentive
Plan (the "Long-Term Plan");
WHEREAS, the formula for determining the retirement cash award provided in
Section 2 of the Agreement is inconsistent with the Long-Term Plan and its
purposes;
WHEREAS, the parties agree that the Agreement should be amended to reflect
accurately the formula for determining the retirement cash award.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:
1. Section 2 of the Agreement should be amended effective as of June 30,
1993 to read as follows:
(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 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.
2. Except as provided in Section 1, above, there shall be no other
changes to the Agreement.
IN WITNESS WHEREOF, the Company and Employee have executed this Amendment
Agreement as of the day and year first above written.
QUIXOTE CORPORATION XXXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx Xx. /s/ Xxxxxx X. Xxxxxxxx
----------------------------- ---------------------------
Its: Chairman and Chief Executive Officer
-----------------------------
ATTEST:
/s/ Xxxx X. Xxxxx
-------------------------
