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EXHIBIT 10(b)
QUIXOTE CORPORATION
2001 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. PURPOSE. The purposes of this plan (the "Plan") are to encourage
non-employee Directors of Quixote Corporation, a Delaware corporation (the
"Company"), to acquire a long term proprietary interest in the growth and
performance of the Company, to generate an increased incentive to contribute to
the Company's future success and prosperity (thus enhancing the value of the
Company for the benefit of its stockholders), and to enhance the ability of the
Company to attract and retain qualified Directors upon whom the sustained
progress, growth, and profitability of the Company depend.
2. DEFINITIONS. As used in this Plan, terms defined immediately after
their use shall have the respective meanings provided by such definitions and
the terms set forth below shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
(a) "Award" means options granted under the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Effective Date" means the date upon which this Plan is approved by
the stockholders of the Company.
(d) "Director" means an individual who is a member of the Board and who
is not an employee of the Company or any of its subsidiaries.
(e) "Fair Market Value" of the Stock of the Company means, as of any
applicable date, (i) if the Stock is listed on The New York Stock Exchange,
the closing sale price of the Stock on the immediately preceding date as
reported on The New York Stock Exchange Composite Tape, or if no such
reported sale of the Stock shall have occurred on such date, on the next
preceding date on which there was such a reported sale, or (ii) if the Stock
is traded on the Nasdaq National Market, the average of the highest reported
bid and the lowest reported asked price per share of the Stock on the
immediately preceding date on the Nasdaq National Market. If the Stock ceases
to be listed on The New York Stock Exchange or traded on the Nasdaq National
Market, the Board shall designate an alternative method of determining the
Fair Market Value of the Stock.
(f) "Grant Date" means the date on which an Award shall be duly
granted.
(g) "Grantee" means an individual who has been granted an Award.
(h) "Immediate Family" has the meaning specified in Section 8.
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(i) "Including" or "includes" means "including, without limitation," or
"includes, without limitation."
(j) "Option Price" means the per share purchase price of Stock subject
to an option.
(k) "Permissible Transferee" has the meaning specified in Section 8.
(l) "Plan" has the meaning specified in the introductory paragraph.
(m) "SEC" means the Securities and Exchange Commission.
(n) "Stock" means the Company's common stock, authorized by the
Company's Certificate of Incorporation.
3. SCOPE OF THE PLAN.
(a) Subject to the provisions of Section 11, from and after the
Effective Date, sixty thousand (60,000) shares of Stock, shall remain available
and reserved for delivery on account of the exercise of Awards. Such shares may
be treasury shares, newly issued shares, or shares purchased on the open market
(including private purchases) in accordance with applicable securities laws, or
any combination of the foregoing, as may be determined from time to time by the
Board.
(b) To the extent an Award shall expire or terminate for any reason
without having been exercised in whole by the Grantee, the shares of Stock
associated with such Award shall become available for other Awards.
4. PARTICIPATION IN THE PLAN. On the first Friday after the Effective
Date and on the first Friday following the Company's annual meeting of
stockholders each year thereafter, each Director elected, re-elected or
continuing as a Director shall automatically receive an Award of an option to
acquire four thousand (4,000) shares of Stock.
5. OPTION TERMS.
(a) OPTION PRICE. The Option Price per share of Stock for each option
granted under this Plan shall be equal to the Fair Market Value of the Stock on
its Grant Date.
(b) TIME FOR EXERCISING OPTIONS. The options shall not become
exercisable until six (6) months after the Grant Date. Unless terminated earlier
as set forth in Section 6, any option granted must be exercised within not more
than seven (7) years from the date on which granted ("Option Period").
(c) EXERCISE OF OPTIONS. Each option shall be exercised by delivery to
the Company of written notice of intent to purchase a specific number of shares
of Stock subject to the option.
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The Option Price of any shares of Stock as to which an option shall be exercised
shall be paid in full at the time of the exercise. Payment may, at the election
of the Grantee, be made in any one or any combination of the following:
(i) cash; or
(ii) Stock held by the Grantee for at least 6 months prior to
exercise of the option, valued at its Fair Market Value on the date of exercise;
or
(iii) by delivery of a properly executed exercise notice to
the Company, together with a copy of irrevocable instructions to a broker or
lending institution, accepted in writing, authorizing them to sell the Stock (or
a sufficient portion thereof) acquired upon exercise of an option, and assigning
the delivery to the Company of an amount of the sale proceeds to pay for all the
Stock acquired through such exercise and the minimum statutory tax withholding
obligations resulting from such exercise, all in such form and with such
security as the Company may require.
In the event the Grantee elects to make payments as provided in (ii)
above, delivery may be accomplished by means of an attestation by the Grantee,
at the time of exercise, as to the Grantee's ownership of the number of shares
of stock required to cover the total required-option-price of the option being
exercised and the Company may deliver the net amount of shares covered by the
option exercise after deducting the number of shares required to cover the total
option price.
6. TERMINATION OF DIRECTORSHIP.
(a) CESSATION OF SERVICE. Upon the cessation of the Grantee's service
as a Director for a reason other than death, the options immediately exercisable
at the date of cessation of service shall be exercisable by the Grantee until
the close of business on the day before the same day of the third month after
the Grantee's cessation of service; provided that if the Grantee shall have
served as a Director for a period of six (6) years or longer, his/her
outstanding options shall continue to be exercisable until the close of business
on the last business day of the 24th month following the such cessation of
service. If the Grantee dies within such 24-month period, then the Grantee's
options may be exercised within the 12 month period after his or her death by
the person specified in Section 6(b), below. Notwithstanding the foregoing,
however, in no event may an option be exercised after the expiration of the
Option Period. All options not exercisable at the date of cessation of service
shall expire on that date.
(b) DEATH. Upon the cessation of the Grantee's service as a Director
by reason of death, all unvested options shall become exercisable immediately
and may be exercised, together with those options which were exercisable on
the date of death, not later than the close of business on the last business
day of the 12th month following the date of the Grantee's death, but in no
event after the expiration of the Option Period, by (i) his/her personal
representative, executor, administrator, or by the person to whom the option
is transferred by will or the applicable laws of descent and distribution,
(ii) the Grantee's beneficiary designated in
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accordance with Section 8 of the Plan, or (iii) the then-acting trustee of a
trust described in Section 8 of the Plan to which the option has been
transferred in accordance with that section.
7. CHANGE IN CONTROL.
(a) Notwithstanding any other provision of this Plan to the
contrary, if, while any Awards remain outstanding under this Plan, a "Change
in Control" (as defined below) should occur, then all options that are
outstanding at the time of such Change in Control shall become immediately
vested and exercisable in full.
(b) A Change in Control means a change in control of the Company of
a nature that would be required to be reported in response to item 6(e) of
Schedule 14A of Regulation14A promulgated under the 1934 Act; PROVIDED THAT,
without limitation, such change in control shall be deemed to have occurred
if the conditions set forth in any one of the following paragraphs shall have
been satisfied:
(i) any person (as defined in Section 3(a)(9) of the 1934
Act, as such term is modified in Sections 13(d) and 14(d) of the 1934 Act),
other than (1) any employee plan established by the Company or any
Subsidiary, (2) the Company or Subsidiary, (3) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (4) a
corporation owned, directly or indirectly, by stockholders of the Company in
substantially the same proportions as their ownership of the Company), alone
or with its Affiliates, is or becomes the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the 1934 Act), directly or
indirectly, of Stock of the Company representing 15% or more of either the
then outstanding shares of Stock or the combined voting power of the
Company's then outstanding voting securities;
(ii) a majority of the members of the Board shall cease to
be Continuing Members. For this purpose, "Continuing Member" means a member
of the Board who either (i) was a member of the Board on the Effective Date
hereof and has been such continuously thereafter or (ii) became a member of
such Board after the Effective Date and whose election or nomination for
election was approved by a vote of at least two-thirds of the Continuing
Members then members of the Company's Board (other than a nomination of an
individual whose initial assumption of office is in connection with an actual
or threatened election contest relating to the election of the members of the
Board, as such terms are used in Rule 14a-11 of Regulation 14A under the 1934
Act);
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (1) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the ownership of
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any Affiliate or Subsidiary, at least 50% of the
combined voting power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such
merger or
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consolidation, or (2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
(determined pursuant to clause (i) above) is or becomes the beneficial owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired directly
from the Company, its Subsidiaries or its Affiliates) representing 15% or more
of either the then outstanding shares of Stock or the combined voting power of
the Company's then outstanding voting securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or of the Company's assets or earning power aggregating
more than 50% of the assets or the earning power of the Company and its
Subsidiaries, taken as a whole.
Notwithstanding the foregoing, no Change in Control shall be deemed to
have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of Stock immediately
prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns
substantially all of the assets of the Company immediately prior to such
transaction or series of transactions.
8. TRANSFERABILITY RESTRICTIONS. Each Award granted hereunder shall not
be assignable or transferable other than by will or the laws of descent and
distribution; PROVIDED, HOWEVER, that a Grantee may (a) designate in writing a
beneficiary to exercise his/her Award after the Grantee's death, (b) transfer an
Award to a revocable, inter vivos trust as to which the Grantee is both the
settlor and trustee and (c) transfer an Award for no consideration to any of the
following permissible transferees (each a "Permissible Transferee"): (w) any
member of the Immediate Family of the Grantee to whom such Award was granted,
(x) any trust solely for the benefit of the Grantee and members of the Grantee's
Immediate Family, (y) any partnership or limited liability company whose only
partners or members are the Grantee and members of the Grantee's Immediate
Family, or (z) any other transferee approved by the Board in advance of the
transfer; and further provided that: (i) the transfer of any Award shall not be
effective on a date earlier than the date on which the Award is first
exercisable as set forth in this Plan; (ii) any Permitted Transferee to whom an
Award is transferred by a Grantee shall not be entitled to transfer the Award,
other than to the Grantee or by will or the laws of descent and distribution;
and (iii) the Permitted Transferee shall remain subject to all of the terms and
conditions applicable to such Award prior to such transfer. For purposes of this
Section 8, "Immediate Family" means, with respect to a particular Grantee, such
Grantee's spouse, children, stepchildren, grandchildren, parents, stepparents,
grandparents, siblings, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, and sister-in-law, and shall include
relationships arising from legal adoption.
9. SECURITIES LAW MATTERS. Each Director electing to purchase shares
pursuant to an option shall be required, as a condition to such purchase, to
represent to the Company that the Director has access by reason of such
Director's service with the Company to sufficient information concerning the
Company to enable the Director to evaluate the merits and
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risks of the prospective investment and has such knowledge and experience in
financial and business matters so that the Director is capable of evaluating
such investment, and that the Director is acquiring the shares solely for such
Director's account and will not sell the securities without registration under
the Securities Act of 1933 (which the Company is under no obligation to provide)
or exemption therefrom. Share certificates shall bear such legend as the Company
may deem necessary.
10. RIGHTS AS A STOCKHOLDER. A Grantee shall not, by reason of any
Award, have any right as a stockholder of the Company with respect to the shares
of Stock which may be issuable upon exercise until such shares have been issued
to him or her.
11. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION. If prior to actual
delivery of certificates for the present Stock of the Company pursuant to any
option outstanding hereunder; the said Stock shall be increased through stock
dividends or stock splits, or decreased by reverse stock splits or otherwise
reclassified, or the Company shall be reorganized, consolidated or merged with
one or more corporations, or if all or substantially all of the assets of the
Company shall be sold or exchanged, the Director, at the time he or she shall be
entitled to the delivery of a certificate pursuant to such option, shall receive
in place of the certificate or certificates for the present Stock of the Company
the same number and kind of shares or the same amount of other property, cash or
securities as the Director would have been entitled to receive upon such
increase, decrease, reclassification, reorganization, consolidation, merger,
sale or exchange, if the Director had been immediately prior to such event the
holder of the number of shares of the present Stock of the Company (not
previously delivered to the Director hereunder) which such Director would
otherwise have been entitled to receive pursuant hereto but for such increase,
decrease, reclassification, reorganization, consolidation, merger, sale or
exchange.
12. EFFECTIVE DATE, TERMINATION AND AMENDMENT; ADMINISTRATION.
(a) This Plan shall became effective on the Effective Date. This Plan
shall terminate on, and no grants of options shall be made after, the close of
business (5 P.M. Chicago, Illinois) on November 1, 2011, unless terminated at an
earlier date by action of the Board, except that any options then outstanding
shall remain in effect until they have been exercised, forfeited or expired.
(b) The Board may amend, suspend, or terminate the Plan.
(c) This Plan shall be administered by the Board. The Board may
delegate to any person or group of persons who may further so delegate the
Board's powers and obligations hereunder as they relate to day-to-day
administration of the exercise process. This Plan may be terminated or amended
by the Board of Directors as it deems advisable, PROVIDED HOWEVER, unless
approved by the Company's stockholders, no adjustments or reduction of the
Option Price of any outstanding options shall be made directly or by
cancellation of outstanding options and a subsequent re-granting of options at a
lower price to the same individual. No amendment may revoke or alter in any
manner unfavorable to the Grantees any options then outstanding. Nor
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may the Board amend this Plan without stockholder approval where the absence of
such approval would cause the Plan to fail to comply with Rule 16(b)(3) under
the Securities Exchange Act of 1934 or any other requirement of applicable law
or regulation.
13. NO TRUST OR FUND CREATED. Neither this Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a Grantee or any other person.
14. CONTROLLING LAW. The law of the State of Illinois, except its law
with respect to choice of law and except as to matters relating to corporate law
(in which case the corporate law of the State of Delaware shall control), shall
be controlling in all matters relating to this Plan.
15. SEVERABILITY. If all or any part of this Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Plan not declared
to be unlawful or invalid. Any Section or part of a Section so declared to be
unlawful or invalid shall, if possible, be construed in a manner in which will
give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.
16. TITLES AND HEADINGS. The titles and headings of the Sections in
this Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.
Approved by the Stockholders of Quixote
Corporation as of November 14, 2001.
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