SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Second Amendment to Executive Employment Agreement is made and
entered into as of this 12th day of January, 1997, by and between Quixote
Corporation, a Delaware corporation (hereinafter referred to as the
"Company"), and Philip E. Rollhaus, Jr. of Chicago, Illinois (hereinafter
referred to as the "Executive").
RECITALS
WHEREAS, the Company and the Executive have entered into an Executive
Employment Agreement dated as of February 17, 1989 as amended (the
"Agreement"), which provides for certain benefits to the Executive upon a
"change of control" of the Company; and
WHEREAS, the Company and the Executive agree that the change of control
provision of the Agreement might be deemed to include the proposed
transactions contemplated in that Asset Purchase Agreement dated as of
December 8, 1996 among the Company, Disc Manufacturing, Inc., Cinram Ltd. and
Cinram Inc.; and
WHEREAS, the Executive and the Company agree that consummation of the
transactions contemplated in said Asset Purchase Agreement is not intended to
be a "change in control" for purposes of the Agreement; and
WHEREAS, the parties desire to modify the Agreement to set forth their
understanding;
NOW, THEREFORE, in consideration of the foregoing, and of the
respective covenants and agreements of the parties contained herein, the
parties agree as follows:
1. Section 6(g)(iii) of the Agreement shall be amended to read as
follows:
there shall be consummated (A) any consolidation or merger of
the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's Common Stock
would be converted into cash, securities or other property, other than
a merger of the Company in which the holders of the Company's Common
Stock immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately
after the merger, or (B) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; provided, however,
that the consummation of the transactions contemplated in that Asset
Purchase Agreement dated as of December 8, 1996 by and among the
Company, Disc Manufacturing,
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Inc., Cinram Ltd. and Cinram Inc., shall not, in and of itself,
constitute a change in control of the Company within the meaning
of this Section 6(g).
2. The first sentence of Section 8(a) of the Agreement shall be
amended to read as follows:
The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all,
or substantially all, of the business and/or assets of the Company, by
agreement in form and substance satisfactory to the Executive, to
expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it
if no such succession had taken place; provided, however, that the
consummation of the transactions contemplated in that Asset Purchase
Agreement dated as of December 8, 1996 by and among the Company, Disc
Manufacturing, Inc., Cinram Ltd. and Cinram Inc. shall not, in and of
itself, be deemed to require compliance with this first sentence of
Section 8(a).
3. Except as set forth herein, the Agreement is not in any way
amended, modified or changed.
IN WITNESS WHEREOF, this Second Amendment to Executive Employment
Agreement is executed as of the date above written.
QUIXOTE CORPORATION EXECUTIVE
By: /s/ Leslie J. Jezuit /s/ Philip E. Rollhaus Jr.
----------------------- --------------------------
Its: President and C.O.O.
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SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Second Amendment to Executive Employment Agreement is made and
entered into as of this 12th day of January, 1997, by and between Quixote
Corporation, a Delaware corporation (hereinafter referred to as the
"Company"), and James H. DeVries of Winnetka, Illinois (hereinafter referred
to as the "Executive").
RECITALS
WHEREAS, the Company and the Executive have entered into an Executive
Employment Agreement dated as of February 17, 1989 as amended (the
"Agreement"), which provides for certain benefits to the Executive upon a
"change of control" of the Company; and
WHEREAS, the Company and the Executive agree that the change of control
provision of the Agreement might be deemed to include the proposed
transactions contemplated in that Asset Purchase Agreement dated as of
December 8, 1996 among the Company, Disc Manufacturing, Inc., Cinram Ltd. and
Cinram Inc.; and
WHEREAS, the Executive and the Company agree that consummation of the
transactions contemplated in said Asset Purchase Agreement is not intended to
be a "change in control" for purposes of the Agreement; and
WHEREAS, the parties desire to modify the Agreement to set forth their
understanding;
NOW, THEREFORE, in consideration of the foregoing, and of the respective
covenants and agreements of the parties contained herein, the parties agree as
follows:
1. Section 6(g)(iii) of the Agreement shall be amended to read as
follows:
there shall be consummated (A) any consolidation or merger of the
Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's Common Stock
would be converted into cash, securities or other property, other than
a merger of the Company in which the holders of the Company's Common
Stock immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately
after the merger, or (B) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; provided, however,
that the consummation of the transactions contemplated in that Asset
Purchase Agreement dated as
of December 8, 1996 by and among the Company, Disc Manufacturing, Inc.,
Cinram Ltd. and Cinram Inc., shall not, in and of itself,
constitute a change in control of the Company within the meaning
of this Section 6(g).
2. The first sentence of Section 8(a) of the Agreement shall be
amended to read as follows:
The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all, or
substantially all, of the business and/or assets of the Company, by
agreement in form and substance satisfactory to the Executive, to
expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it
if no such succession had taken place; provided, however, that the
consummation of the transactions contemplated in that Asset Purchase
Agreement dated as of December 8, 1996 by and among the Company, Disc
Manufacturing, Inc., Cinram Ltd. and Cinram Inc. shall not, in and of
itself, be deemed to require compliance with this first sentence of
Section 8(a).
3. Except as set forth herein, the Agreement is not in any way
amended, modified or changed.
IN WITNESS WHEREOF, this Second Amendment to Executive Employment
Agreement is executed as of the date above written.
QUIXOTE CORPORATION EXECUTIVE
By: /s/ Leslie J. Jezuit /s/ James H. DeVries
---------------------- ----------------------
Its: President and C.O.O.
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