Exhibit 10 (a)
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 LESLIE J. JEZUIT of Mundelein, 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 63,384 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 5,762 shares
June 30, 1999 5,762 shares
June 30, 2000 5,762 shares
June 30, 2001 5,762 shares
June 30, 2002 5,762 shares
June 30, 2003 5,762 shares
June 30, 2004 5,762 shares
June 30, 2005 5,762 shares
June 30, 2006 5,762 shares
June 30, 2007 5,762 shares
June 30, 2008 5,764 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: 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 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 February 19, 1998 by and between
Quixote Corporation and Leslie J. Jezuit. The Retirement Award Agreement
provides that the restrictions shall automatically expire upon the earlier
of (i) the termination of Mr. Jezuit's employment by Quixote Corporation or
its subsidiaries, or (ii) Mr. Jezuit's 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 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.
(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 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, 2008.
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
One East Wacker Drive
Suite 3000
Chicago, IL 60601
Attn: Philip E. Rollhaus, Jr.
With a copy to:Joan R. Riley, Esq.
Quixote Corporation
One East Wacker Drive
Suite 3000
Chicago, IL 60601
To the Employee: Leslie J. Jezuit
26576 Countryside Lake Drive
Mundelein, IL 60060
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/ Philip E. Rollhaus, Jr.
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Its: Chairman and Chief Executive Officer
ATTEST:
/s/ Joan R. Riley
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/s/ Leslie J. Jezuit
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Leslie J. Jezuit