EXHIBIT 10(e)
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT effective as of October 1, 1999 is
made between QUIXOTE CORPORATION, a Delaware corporation (hereinafter referred
to as "the Company"), and XXXXXX X. XXXXXXXX, XX., of Chicago, Illinois
(hereinafter referred to as "the Executive").
RECITALS:
WHEREAS, the Executive has been the Chairman and Chief Executive
Officer of the Company pursuant to an Executive Employment Agreement dated June
24, 1991, as amended from time to time, which expired on September 30, 1999; and
WHEREAS, the Executive is 65 years of age and wishes to reduce the
extent of his duties to the Company;
WHEREAS, the Company wishes to continue to benefit from the Executive's
knowledge, experience and expertise; and
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the
parties, the Company and the Executive hereby agree as follows:
1. EMPLOYMENT; TERM OF AGREEMENT.
(a) The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to continue to serve the Company, on the terms and
conditions set forth herein until the expiration of the term of this Agreement
unless terminated sooner by the Board of Directors of the Company (the "Board")
or by the Executive, in accordance with the provisions of Sections 1(b) and 5
below.
(b) The term of this Agreement shall commence on the effective
date hereof and shall continue through June 30, 2000, except the Company may
terminate this Agreement by written notice to the Executive for cause or for
Executive's disability (as defined by the Company's long term disability
policy.)
2. POSITION AND DUTIES. The Executive shall perform such services
as the Chief Executive Officer may from time to time designate. During the term
of this Agreement, the Executive will devote his entire time during reasonable
business hours to the performance of his duties under this Agreement and shall
not, without the consent of the Board, engage directly or indirectly in any
other business for compensation or profit; PROVIDED, HOWEVER, the Executive may
accept outside directorship positions and serve in such positions with or
without compensation, and may engage in activities in connection with his
personal investments, as long as such positions and activities do not interfere
with the performance of the Executive's duties hereunder.
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3. COMPENSATION.
(a) The Executive shall receive a salary at the annual
rate of $275,000, payable in substantially equal semi-monthly installments.
(b) The Executive shall continue to participate in or
receive benefits under all of the Company's benefits plans for its senior
executive employees in effect as of the date hereof, including but not limited
to its profit sharing plan, stock option plan, life insurance, health and
disability programs, the Exec-U-Care program, and the medical reimbursement
plan.
(c) The Executive shall be entitled to the number of paid
vacation days in each calendar year determined by the Company from time to time
for its senior executive employees, but not less than thirty (30) days in any
calendar year (prorated in any calendar year during which the Executive is
employed hereunder for less than the entire such year in accordance with the
number of days in such calendar year during which he is so employed). The
Executive shall also be entitled to all paid holidays given by the Company to
its senior executive employees.
(d) The Company shall provide the Executive with an
automobile and other fringe benefits generally appertaining to senior executive
employees in accordance with present practice.
(e) The Company shall promptly reimburse the Executive
during the period of his employment hereunder for all reasonable expenses
incurred by him in connection with his duties, in an amount not to exceed $6,000
per month without the prior consent of the Chief Executive Officer and subject
to periodic review by the Audit/Compensation Committee of the Board; provided
that the Executive properly accounts therefor in accordance with Company policy.
4. UNAUTHORIZED DISCLOSURE; INVENTIONS; COMPETITION.
(a) During the period of his employment hereunder, the
Executive shall not, without the written consent of the Board, disclose to
any person, other than an employee of the Company or a person to whom
disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of the Company,
any material confidential information obtained by him while in the employ of
the Company with respect to any of the Company's (and its subsidiaries')
plans, strategies, financings, products, improvements, formulas, designs or
styles, processes, suppliers, customers, methods of distribution or methods
of manufacture, the disclosure of which he knows will be materially damaging
to the Company; PROVIDED, HOWEVER, that confidential information shall not
include any information known generally to the public (other than as a result
of unauthorized disclosure by the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same business or
a business similar to that
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conducted by the Company. For the period ending htree years following the
termination date of his employment hereunder, the Executive shall not
disclose any confidential information of the type described above.
(b)
(i) Any and all inventions made, developed or
created by the Executive (whether at the request or suggestion of the Company or
otherwise, whether alone or in conjunction with others, and whether during
regular hours of work or otherwise) during the period of his employment by the
Company, which may be directly or indirectly useful in, or relate to, the
business of, or tests being carried out by, the Company or any of its
subsidiaries or affiliates will be promptly and fully disclosed by the Executive
to an appropriate executive officer of the Company and shall be the Company's
exclusive property as against the Executive, and the Executive will promptly
deliver to an appropriate officer of the Company all papers, drawings, models,
data and other material relating to any invention made, developed or created by
him aforesaid.
The Executive will, upon the Company's
request and without any payment therefor, execute any documents necessary or
advisable in the opinion of the Company's counsel to direct issuance of patents
to the Company with respect to such inventions as are to be the Company's
exclusive property as against the Executive under this Section 4(b) or to vest
in the Company title to such inventions as against the Executive, the expense of
securing any patent, however, to be borne by the Company.
At the discretion of the Board, this
provision can be waived or modified under such terms and conditions as are
established by the Board.
(ii) The provisions of subparagraph (i) above do
not apply to any work product for which no equipment, supplies, facility, or
trade secret information of the Company was used and which was developed
entirely on the Executive's own time, unless:
(A) the work product relates to the
business of the Company or its subsidiaries; or
(B) the work product relates to the
actual or demonstrable anticipated research or development of the Company or its
subsidiaries; or
(C) the work product results from any
work performed by the Executive for the Company or its subsidiaries.
(c) The provisions of Section 4(a) and (b) shall be
binding upon the Executive's heirs, successors and legal representatives.
(d) During the period of his employment hereunder and
for three years thereafter, without the consent of the Board, the Executive
shall refrain:
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(i) from participating, directly or
indirectly, in any business (whether as an owner, investor, lender, employee,
consultant or otherwise) which manufactures or sells products that compete,
directly or indirectly, with the products manufactured or sold by the Company
and its subsidiaries, in a geographic area where the Company and its
subsidiaries manufacture or sell such products, PROVIDED, HOWEVER, this
provision shall not prevent the Executive from owning less than 1% of the
outstanding stock of a publicly traded company which competes with the
Company and its subsidiaries; and
(ii) from soliciting the engagement or
employment, or from engaging or employing, any employee of the Company and
its subsidiaries, if such employee has had access to the confidential
information described in paragraph 4(a) above as part of his or her duties to
the Company and its subsidiaries.
5. NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be given by personal delivery, a national overnight courier, or by
United States registered mail, return receipt requested, postage pre-paid,
addressed as follows:
If, to the Executive:
Xxxxxx X. Xxxxxxxx, Xx.
Quixote Corporation
0 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
If, to the Company:
Quixote Corporation
0 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: President
or to such other address as either party may have furnished to the other in
writing at the address provided above, except that notices of change of
address shall be effective only upon receipt.
6. MISCELLANEOUS. This Agreement constitutes the entire
Executive Employment Agreement between the Executive and the Company, and
supercedes all other employment agreements between the parties. No provisions
of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive
and the Board or a representative of the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be
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performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same, or at any prior or
subsequent, time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this Agreement
shall be governed by the substantive laws of the State of Illinois.
7. VALIDITY. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.
This Executive Employment Agreement is executed this 1st day of
September, 1999.
QUIXOTE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx, Xx.
-------------------- Xxxxxx X. Xxxxxxxx, Xx.
Its: President and COO
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