AGREEMENT AND PLAN OF MERGER Dated as of December 30, 2009 among TRINITY INDUSTRIES, INC., THP MERGER CO. and QUIXOTE CORPORATIONMerger Agreement • December 30th, 2009 • Quixote Corp • Plastics products, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 30, 2009 (this “Agreement”), is among Trinity Industries, Inc., a Delaware corporation (“Parent”), THP Merger Co., a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and Quixote Corporation, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
AMENDMENTChange of Control Agreement • December 30th, 2009 • Quixote Corp • Plastics products, nec
This Amendment is dated as of the 29th day of December, 2009, by and between Quixote Corporation, a Delaware corporation having its principal offices at 35 E. Wacker Drive, Chicago, Illinois 60601 (the “Company”) and Bruce Reimer, an employee of the Company (“Executive”).
AMENDMENTChange of Control Agreement • December 30th, 2009 • Quixote Corp • Plastics products, nec
This Amendment is dated as of the 29th day of December, 2009, by and between Quixote Corporation, a Delaware corporation having its principal offices at 35 E. Wacker Drive, Chicago, Illinois 60601 (the “Company”) and Joan R. Riley, an employee of the Company (“Executive”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • December 30th, 2009 • Quixote Corp • Plastics products, nec • Delaware
This Amendment No. 1 to Rights Agreement (the “Amendment”), dated as of December 30, 2009, is made and entered into between Quixote Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”), to the Rights Agreement between the Company and the Rights Agent dated as of March 16, 2009 (the “Rights Agreement”).
