RETIREMENT AWARD AGREEMENT
This Retirement Award Agreement ("Agreement") is entered into as of this 19th
day of February, 1998 between QUIXOTE CORPORATION ("the Company"), a Delaware
corporation whose principal place of business is Chicago, Illinois, and XXXX X.
XXXXX 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 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 39,161 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
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June 30, 1998 2,176 shares
June 30, 1999 2,176 shares
June 30, 2000 2,176 shares
June 30, 2001 2,176 shares
June 30, 2002 2,176 shares
June 30, 2003 2,176 shares
June 30, 2004 2,176 shares
June 30, 2005 2,176 shares
June 30, 2006 2,176 shares
June 30, 2007 2,176 shares
June 30, 2008 2,176 shares
June 30, 2009 2,176 shares
June 30, 2010 2,176 shares
June 30, 2011 2,176 shares
June 30, 2012 2,176 shares
June 30, 2013 2,176 shares
June 30, 2014 2,176 shares
June 30, 2015 2,169 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
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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.
3. RESTRICTIONS ON THE RIGHT TO SELL OR TRANSFER RETIREMENT STOCK.
(a) As a condition of this Award, the Employee agrees that she will not sell,
transfer, pledge, hypothecate, or otherwise transfer any Retirement Stock she
receives pursuant to this Agreement during the period she 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:
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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 February 19, 1998 by and between Quixote
Corporation and Xxxx 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 she is acquiring
the Stock for her 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. 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
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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, 2003 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, 1999, 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, 2015.
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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: Xxxx X. Xxxxx, Esq.
Quixote Corporation
Xxx Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
To the Employee: Xxxx X. Xxxxx
000 Xxxx Xxxxxxxx
Xxxxxxx, XX 00000
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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.
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Its: Chairman and Chief Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxx
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/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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