Exhibit 10(c)  QUIXOTE CORPORATION 2001 EMPLOYEE STOCK INCENTIVE PLAN As Amended June 26, 2009  1.PURPOSE. 
The purposes of this plan (the Plan) are to encourage selected
employees of Quixote Corporation (the Company) and its Subsidiaries, who are
capable of having an impact on the performance of 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 and its Subsidiaries
to attract and retain qualified individuals 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)Affiliate has the meaning specified in Rule 12b-2
promulgated under the 1934 Act.  (b)Award means options or shares of Restricted Stock
granted under the Plan.  (c)Award Agreement has the meaning specified in Section 4(c)(v).  (d)Board means the Board of Directors of the Company.  (e)Cause includes termination based on the commission
of any act or acts involving dishonesty, breach of fiduciary duty, fraud,
illegality or moral turpitude.  (f)Change in Control has the meaning specified in Section 13.  (g)Code means the Internal Revenue Code of 1986, as
amended. References to a particular section of the Code shall include
references to successor provisions.  (h)Committee means the committee of the Board appointed
pursuant to Section 4.  (i)Continuing Members has the meaning specified in Section 13b(ii).  (j)Disability means a mental or physical condition
which, in the opinion of the Committee, renders a Grantee unable or incompetent
to carry out the job responsibilities which such Grantee held or the tasks to
which such Grantee was assigned at the time the disability was incurred, and
which is expected to be permanent or for an indefinite duration exceeding one
year.


(k)Effective Date means the date upon which this Plan
is approved by the stockholders of the Company.  (l)Fair Market Value of the Stock of the Company means,
as of any applicable date, except as otherwise determined by the Committee, (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 security shall have
occurred on such date, on the next preceding date on which there was such a
reported sale or (ii) if such 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, as applicable, the Board shall designate an alternative method of
determining the Fair Market Value of the security.  (m)Grant Date means the date on which an Award shall be
duly granted, as determined in accordance with Section 6(a)(i).  (n)Grantee means an individual who has been granted an
Award.  (o)Immediate Family has the meaning specified in Section 7.  (p)Including or includes means including, without
limitation, or includes, without limitation.  (q)1934 Act means the Securities Exchange Act of 1934,
as amended.  References to a particular
section of, or rule under, the 1934 Act shall include references to
successor provisions.  (r)Option Price means the per share purchase price of
Stock subject to an option.  (s)Permissible Transferee has the meaning specified in Section 7.  (t)Plan has the meaning specified in the introductory
paragraph.  (u)Restricted Period means the period, beginning with
the first day of the month in which Restricted Stock is granted, during which
restrictions on the transferability of the Restricted Stock are in effect.  (v)Restricted Stock means shares of Stock granted
pursuant to Section 6(d).  (w)Retirement means a termination of employment with
the Company and its Subsidiaries by a Grantee, other than for Cause or death,
any time after attaining age 55, provided that the sum of the Grantees age and
years of service on the date of termination equals or exceeds sixty-five (65).  2


(x)SEC means the U.S. Securities and Exchange
Commission.  (y)Section 16 Grantee means a person subject to
potential liability under Section 16(b) of the 1934 Act with respect
to transactions involving equity securities of the Company.  (z)Share Withholding has the meaning specified in Section 12(a).  (aa)Stock means the Companys common stock authorized by
the Companys Certificate of Incorporation.  (bb)Subsidiary means any entity in which the Company
directly or through intervening subsidiaries owns at least a majority interest
of the total combined voting power or value of all classes of stock or, in the
case of an unincorporated entity, at least a majority in the capital and
profits.  (cc)Tax Date has the meaning specified in Section 12(b)(ii).  (dd)Taxable Event has the meaning specified in Section 12(a).  (ee)Tendered Restricted Stock has the meaning specified
in Section 8.  3.SCOPE OF THE PLAN.  (a)Subject to the provisions of Section 3(d) and
Section 20, the maximum number of shares of Stock that are available and
reserved for delivery on account of the exercise of Awards under this Plan as
of the Effective Date is a total of one million one hundred and twenty-five
thousand (1,125,000) shares of Stock (of which Two Hundred Thousand (200,000)
shares of Stock shall be reserved for the grant of incentive stock options),
and one hundred fifty thousand (150,000) shall be reserved for the grant of
Restricted Stock.  (b)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 or the
Committee.  (c)Subject to adjustment as provided in Section 20,
following the Effective Date the maximum number of shares of Stock for which
Awards may be granted to any Grantee in any calendar year shall not exceed one
hundred thousand (100,000) shares.  (d)To the extent an Award shall expire or terminate for
any reason without having been exercised in full or shall be forfeited without
in either case, the Grantee having enjoyed any of the benefits of stock
ownership (other than voting rights or dividends that are also forfeited), the
shares of Stock (including Restricted Stock) associated with such Award shall
become available for other Awards.  3


(e)For purposes of this Section 3,  (i)if an Award is denominated in shares of
Stock, the number of shares covered by such Award, or to which such Award
relates, shall be counted on the date of grant of such Award against the aggregate
number of shares of Stock available for granting Awards under this Plan;  (ii)all outstanding shares of Stock issued
under this Plan, even if the Stock is subject to restrictions, shall be counted
on the date of grant of any Award against the aggregate number of shares of
Stock available for granting Awards under this Plan;  (iii)the
shares of Stock underlying outstanding options and similar Awards shall be
counted while the Award is outstanding against the aggregate number of shares
of Stock available for granting Awards under this Plan; and  (iv)in the event of a stock-for-stock
exercise of an option, the gross number of shares of Stock subject to the
option exercised, not the net number of shares actually issued upon exercise
shall be counted against the aggregate number of shares of Stock available for
granting Awards under this Plan.  4.ADMINISTRATION.  (a)Subject to Section 4(b), this Plan shall be
administered by a committee of the Board (Committee) which shall consist of
not less than two persons who are Directors of the Company.  Membership on the Committee may be subject to
such limitations as the Board deems appropriate to permit transactions in Stock
pursuant to the Plan to (i) be exempt from liability under Section 16(b) of
the 1934 Act pursuant to Rule 16b-3 thereunder and (ii) satisfy the
performance-based compensation exception to the $1 million limit under Section 162(m) of
the Code.  (b)The Board may, in its discretion, reserve to itself or
delegate to the Chief Executive Officer of the Company or another committee of
the Board, any or all of the authority and responsibility of the Committee with
respect to Awards to Grantees who are not Section 16 Grantees at the time
any such delegated authority or responsibility is exercised.  Such other committee may consist of two or
more Directors who may, but need not be, officers or employees of the Company
or of any of its Subsidiaries.  To the
extent that the Board has reserved to itself or delegated to the Chief
Executive Officer or such other committee the authority and responsibility of
the Committee, all references to the Committee in the Plan shall be to the
Board, the Chief Executive Officer or such other committee.  (c)The Committee shall have full and final authority, in
its discretion, but subject to the express provisions of this Plan, as follows:  (i)to grant Awards of Stock;  4


(ii)to determine (A) when Awards may be
granted, and (B) whether or not specific Awards shall be identified with
other specific Awards, and if so, whether they shall be exercisable
cumulatively with or alternatively to such other specific Awards;  (iii)to
interpret this Plan and to make all determinations necessary or advisable for
the administration of this Plan;  (iv)to prescribe, amend, and rescind rules and
regulations relating to this Plan, including rules with respect to the
exercisability and non-forfeitability of Awards upon the termination of
employment of a Grantee;  (v)to determine the terms and provisions and
any restrictions or conditions (including specifying such performance criteria
as the Committee deems appropriate, and imposing restrictions with respect to
Stock acquired upon exercise of an option, which restrictions may continue beyond
the Grantees termination of employment) of the written agreements by which all
Awards shall be evidenced (Award Agreements) which need not be identical.  (vi)to impose, incidental to an Award,
conditions with respect to competitive employment or other activities, to the
extent such conditions do not conflict with this Plan;  (vii)to
delegate its duties and responsibilities under this Plan, except its duties and
responsibilities with respect to Section 16 Grantees, and (A) the
acts of such delegates shall be treated hereunder as acts of the Committee, and
(B) such delegates shall report to the Committee regarding the delegated
duties and responsibilities;  (viii)subject
to Section 6(a)(ii), to extend the time during which any Award or group of
Awards may be exercised;  (ix)to impose such additional conditions,
restrictions, and limitations upon the grant, exercise or retention of Awards
as the Committee may, before or concurrently with the grant thereof, deem
appropriate, including requiring simultaneous exercise of related identified
Awards, and limiting the percentage of Awards which may from time to time be
exercised by a Grantee; and  (x)to certify attainment of any performance
criteria to which Awards are subject, if any.  The determination of the Committee on all matters
relating to this Plan or any Award Agreement shall be conclusive and final. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to this Plan or any Award.  5.ELIGIBILITY.Awards may be granted to any officer or full-time employee of the
Company or any of its Subsidiaries.  In
selecting the individuals to whom Awards may be granted, as well as in
determining the number of shares of Stock subject to, and the other terms and  5


conditions applicable to,
each Award, the Committee shall take into consideration such factors as it
deems relevant in promoting the purposes of this Plan.  6.CONDITIONS TO GRANTS.  (a)General Conditions:  (i)The Grant Date of an Award shall be the
date on which the Committee grants the Award or such later date as specified by
the Committee at the time of granting the Award.  (ii)The term of each Award shall be a period
of not more than ten years from the Grant Date, and shall be subject to earlier
termination as herein established.  (iii)A Grantee may, if otherwise eligible, be granted additional
Awards in any combination.  (b)Grant of Incentive Stock Options.  (i)Options granted under this Section 6(b) shall
be incentive stock options,  that
satisfy the requirements applicable to incentive stock options described in
section 422(b) of the Code.  No
incentive stock option shall be issued to a Grantee who holds 10% or more of
the outstanding voting securities of the Company on the Grant Date.  (ii)No later than the Grant Date of any
option, the Committee shall determine the Option Price of such option.  The Option Price of an option shall not be
less than 100% of the Fair Market Value of the Stock on the Grant Date.  Such price shall be subject to adjustment as
provided in Section 20.  (iii)The
Award Agreement may provide that the option may be exercisable with Restricted
Stock.  (iv)The Fair Market Value (determined at the
time the option is granted) of the Stock with respect to which incentive stock
options are exercisable for the first time by a Grantee during any calendar
year (under the Plan and under any other incentive stock options of the
Company) shall not exceed $100,000.  (v)The grant of any incentive stock option
shall be conditioned upon the Grantee agreeing to advise the Company when the
Grantee sells or transfers any shares of Stock acquired pursuant to the
exercise of an incentive stock option, and such agreement shall be incorporated
in the applicable Award Agreement.  The
Company may legend any certificate representing Stock acquired pursuant to
exercise of an incentive stock option to reflect such restriction.  6


(c)Grant of Non-Qualified Stock Options.  (i)Options granted under this Section 6(c) shall
be non-qualified stock options, and are not intended to be incentive stock
options as that term is described in section 422(b) of the Code.  (ii)No later than the Grant Date of any
option, the Committee shall determine the Option Price of such option.  The Option Price of an option shall not be
less than 100% of the Fair Market Value of the Stock on the Grant Date.  (iii)The
Award Agreement may provide that the option may be exercisable with Restricted
Stock.  (d)Grant of Shares of Restricted Stock.  (i)The Committee may in its discretion grant
shares of Restricted Stock to any individual eligible under Section 5 to
receive Awards, and shall establish the terms and conditions, including such
performance criteria, as shall be applicable to such Restricted Stock;
provided, however, that the restriction period for any Restricted Stock Award
shall be no less than three years or at least one year if the Restricted Stock
Award is performance based.  (ii)The Committee shall, in its discretion,
determine the amount, if any, that a Grantee shall pay for shares of Restricted
Stock. Awards shall be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law. If any such cash
consideration is required, payment shall be made in full by the Grantee before
the delivery of the shares and in any event no later than 10 days after the
Grant Date for such shares.  (iii)The
Committee may, but need not, provide that all or any portion of a Grantees
Award of Restricted Stock, or Restricted Stock acquired upon exercise of an
option shall be forfeited:  (A)except as otherwise specified in the
Award Agreement, upon the Grantees termination of employment for any reason
specified in the Award Agreement within a specified time period after the Grant
Date, or  (B)if the Company or the Grantee does not
achieve specified performance objectives (if any) within a specified time
period after the Grant Date and before the Grantees termination of employment,
or  (C)upon failure to satisfy such other
restrictions as the Committee may specify in the Award Agreement; provided
that, subject to Sections 13 and 14, in no case shall such Award become
nonforfeitable before the first anniversary of the Grant Date.  (iv)If a share of Restricted Stock is
forfeited, then:  7


(A)if the Grantee was required to pay for
such share or acquired such Restricted Stock upon the exercise of an option,
the Grantee shall be deemed to have resold such share of Restricted Stock to
the Company at the lesser of (1) the amount paid or, if the Restricted
Stock was acquired on exercise of an option, the Option Price paid by the
Grantee for such share of Restricted Stock, or (2) the Fair Market Value
of a share of Stock on the date of such forfeiture;  (B)the Company shall pay to the Grantee the
amount determined under clause (A) of this sentence as soon as is
administratively practical; and  (C)such share of Restricted Stock shall
cease to be outstanding, and shall no longer confer on the Grantee thereof any
rights as a stockholder of the Company, from and after the later of the date
the event causing the forfeiture occurred or the date of the Companys tender
of the payment specified in clause (B) of this sentence, whether or not
such tender is accepted by the Grantee.  (v)The Committee may provide that any share
of Restricted Stock shall be held (together with a stock power executed in
blank by the Grantee) in escrow by the Secretary of the Company until the
expiration of the Restricted Period and/or such shares become nonforfeitable or
are forfeited. Any share of Restricted Stock shall bear an appropriate legend
specifying that such share is non-transferable and subject to the restrictions
set forth in the Plan and the Award Agreement. If any shares of Restricted
Stock become nonforfeitable, and any applicable Restricted Period has ended,
the Company shall cause certificates for such shares to be issued or reissued
without such legend.  (vi)The Committee may provide one or more
Restricted Periods applicable to Restricted Stock, at its discretion. Such
Restricted Period shall be measured from the first day of the month in which
Restricted Stock is granted with respect to such Restricted Period.  (vii)Each
grant of Restricted Stock shall be evidenced by a written instrument stating
the number of shares of Restricted Stock granted, the Restriction Period, the
restrictions applicable to such Restricted Stock, the nature and terms of
payment of consideration, if any, the consequences of forfeiture that will
apply to such Restricted Stock, and any other terms, conditions and rights with
respect to such grant.  (viii)Any
other provision of this Plan to the contrary notwithstanding, the Committee may
at any time shorten any Restricted Period, if it determines that conditions,
including but not limited to, changes in the economy, changes in competitive
conditions, changes in laws or government or regulations, changes in generally
accepted accounting principles, changes in the Companys accounting policies,
acquisitions or dispositions, or the occurrence of other unusual, unforeseen,
or extraordinary events, so warrant.  7.NON-TRANSFERABILITY. 
Except for those assignments and transfers that are approved by the
Committee, each Award (other than Restricted Stock) granted hereunder shall not
be assignable or transferable other than by will or the laws of descent and
distribution;  8


provided however, that, with respect to Restricted Stock
and non-qualified stock options, a Grantee may (a) designate in writing a
beneficiary to exercise his/her Award after the Grantees death, (b) transfer
an option (other than an incentive stock option) 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
thebenefit 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
Committee 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 Permissible 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 Permissible Transferee shall remain subject to all of the
terms and conditions applicable to such Award prior to such transfer. For
purposes of this Section 7, 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. Each share of
Restricted Stock shall be nontransferable until such share becomes
nonforfeitable and the Restricted Period, if any, lapses.  8.EXERCISE. 
Subject to Sections 4(c)(ix) and 12 and such terms and conditions
as the Committee may impose, each option shall be exercisable in one or more
installments.  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. The Option Price of
any shares of Stock or shares of Restricted 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;  (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, and 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 a sufficient amount of the sale proceeds to pay for all the Stock
acquired through such exercise and any tax withholding obligations resulting
from such exercise, all in such form and with such security as the Company may
require.  9


In the event the Grantee elects to make payment as provided in Section 8(a)(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 after deducting the number of shares required to cover the total Option
Price; any attestation to be in form and substance, satisfactory to the
Committee.  9.NOTIFICATION UNDER CODE SECTION 83(b). 
The Committee may, on the Grant Date or any later date, prohibit a
Grantee from making the election described below. If the Committee has not
prohibited such Grantee from making such election, and the Grantee shall, in
connection with the exercise of any option or the grant of any share of
Restricted Stock, make the election permitted under Section 83(b) of
the Code (i.e., an election to include in such Grantees gross income in the
year of transfer the amounts specified in Section 83(b) of the Code),
such Grantee shall notify the Company of such election within ten (10) days
of filing notice of the election with the Internal Revenue Service, in addition
to any filing and notification required pursuant to regulations issued under
the authority of Section 83(b) of the Code.  10.MANDATORY WITHHOLDING OF TAXES.Whenever under this Plan, cash or shares
of Stock are to be delivered upon exercise or payment of an Award or upon a
share of Restricted Stock becoming nonforfeitable, or any other event occurs
which subjects the Grantee to income taxes with respect to rights and benefits
hereunder, the Company shall be entitled to require as a condition of delivery (i) that
the Grantee remit an amount sufficient to satisfy the minimum federal, state,
and local withholding tax requirements related thereto, (ii) the
withholding of such sums from compensation otherwise due to the Grantee or from
any shares of Stock due to the Grantee under this Plan, or (iii) any
combination of the foregoing.  11.ELECTIVE SHARE WITHHOLDING.  (a)In addition to the specific provisions of Section 8
and subject to Section 11(b), a Grantee may elect the withholding (Share
Withholding) by the Company of a portion of the shares of Stock otherwise
deliverable to such Grantee upon the exercise or payment of an Award or upon a
share of Restricted Stock becoming nonforfeitable (each a Taxable Event)
having a Fair Market Value equal to the minimum statutory amount necessary to
satisfy required federal, state, or local withholding tax liability
attributable to the Taxable Event.  (b)Each Share Withholding election by a Grantee shall be
subject to the following restrictions:  (i)any Grantees election shall be subject
to the Committees right to revoke such election of Share Withholding by such
Grantee at any time before the Grantees election if the Committee has reserved
the right to do so in the Award Agreement;  (ii)the Grantee's election must be
made before the date (the "Tax Date") on which the amount of tax to
be withheld is determined;  10


(iii)the Grantees election shall be
irrevocable; and  (iv)no election to have shares of Stock
withheld from any Award shall be effective with respect to an Award which was
transferred by the Grantee in accordance with this Plan.  12.TERMINATION OF EMPLOYMENT.Except as may otherwise be provided in
the Award Agreement, the following provisions shall govern in the event of a
termination of employment for any reason:  (a)For Cause.  If a Grantee
has a termination of employment for Cause,  (i)The Grantees shares of Restricted Stock
that are forfeitable shall thereupon be forfeited, subject to the provisions of
Section 6(d)(iv) regarding repayment of certain amounts to the
Grantee.  (ii)Any unexercised option shall thereupon
terminate.  (b)On Account of Death. 
If the Grantee has a termination of employment by reason of death:  (i)All grants of Restricted Stock awarded to
such Grantee shall become nonforfeitable.  (ii)Any unexercised option may be exercised,
to the extent exercisable on the date of death, in whole or in part, at any
time within one year after such termination of employment and prior to the
stated expiration date of the option, by (A) 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, (B) the
Grantees beneficiary designated in accordance with Section 7, or (C) the
then-acting trustee of the trust described in clause (b) of the first
sentence of Section 7 (but only if the condition set forth in such clause (b) has
been satisfied).  (c)On Account of Disability. 
If a Grantee has a termination of active employment by reason of
disability:  (i)Such termination shall not constitute a
termination of employment for purposes of Restricted Stock and such Grantee
shall not forfeit any Restricted Stock held by him/her, provided that during
the balance of the period in which the Restricted Stock would otherwise remain
forfeitable such Grantee does not engage in or assist any business that the
Company, in its sole discretion, determines to be in competition with business
engaged in by it.  A Grantee who does
engage in or assist any business that the Company, in its sole discretion,
determines to be in competition with any business engaged in by it, shall be
deemed to have terminated employment.  11


(ii)Any unexercised option may be exercised,
to the extent exercisable on the date of termination of active employment, in
whole or in part, at any time within a one year period after such termination
of employment and prior to the stated expiration date of the option, by the
Grantor or by the Grantees guardian or legal representative provided that
during such period the Grantee does not engage in or assist any business that
the Company, in its sole discretion, determines to be in competition with a
business engaged in by it.  If the
Grantee dies within such one year period, then the Grantees options may be
exercised within the one year period after his or her death by the person
specified in Section 12(b)(ii). 
Notwithstanding the foregoing, however, in no event may an option be
exercised after the expiration of the Option Period.  (d)On Account of Retirement. 
If a Grantee has a termination of employment on account of Retirement:  (i)Such termination shall not constitute a
termination of employment for purposes of Restricted Stock and the provisions
of Section 12(c)(i) shall apply as though the Grantee had terminated
active employment for reasons of disability.  (ii)Any unexercised option which is then
exercisable, may be exercised, in whole or in part, not later than the close of
business on the last business day of the 24th month following the Grantees
Retirement; provided that, following Retirement, such
Grantee does not engage in or assist in any business that the Company, in its
sole discretion, determines to be in competition with the business engaged in
by it during such period and as is defined in the Award Agreement.  If the Grantee dies within the 24 month
period after Retirement, then the Grantees options may be exercised within the
one year period after his or her death by the person specified in Section 12(b)(ii).  Notwithstanding the foregoing, however, in no
event may an option be exercised after the expiration of its stated term.  (e)Any Other Reason. 
If a Grantee has a termination of employment for a reason other than for
Cause, death of the Grantee, the Grantees Disability, and the Grantees
Retirement:  (i)The Grantees shares of Restricted Stock,
to the extent forfeitable on the date of the Grantees termination of
employment, shall be forfeited on such date. If the termination of employment
occurs after the Restricted Stock becomes nonforfeitable but prior to the end
of a Restricted Period, such termination shall not have any effect on any
Restricted Period, unless the Committee, in its sole discretion, finds that the
circumstances so warrant and determines that the Restricted Period shall end on
an earlier date as determined by the Committee, and that shares held by the
Company shall be paid as soon as practicable following such earlier date.  (ii)Any unexercised option to the extent
exercisable on the date of the Grantees termination of employment, may be
exercised in whole or in part, not later than the three month anniversary of
the Grantees termination of employment. 
If the Grantee dies within the three month period, then the
exercisability of the Grantees options shall be  12


determined
under Section 12(b) or the balance remaining of the period specified
in this Section 12(d)(ii), whichever is longer.  (f)Extension of Term.In the event of a termination of
employment other than for Cause, the Committee, in its sole discretion, may
extend the term, including vesting and the exercisability, of any Award;
provided, however, that in no event may the term of any Award expire or be
exercisable more than ten years after the Grant Date of such Award.  13CHANGE 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 (1) all
options that are outstanding at the time of such Change in Control shall become
immediately vested and exercisable in full; and (2) all restrictions with
respect to shares of Restricted Stock shall lapse, and such shares shall be
fully vested and nonforfeitable.  (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 30% 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  13


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 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.  The Committee may
also determine, in its discretion, that a sale of a substantial portion of the
Companys assets or one of its businesses constitutes a Change of Control
with respect to Awards held by Grantees employed in the affected operation.  14.SECURITIES LAW MATTERS.  (a)If the Committee deems necessary to
comply with the Securities Act of 1933, the Committee may require a written
investment intent representation by the Grantee and may require that a
restrictive legend be affixed to certificates for shares of Stock.  (b)If, based upon the opinion of counsel for
the Company, the Committee determines that the exercise or non-forfeitability
of, or delivery of benefits pursuant to, any Award would violate any applicable
provision of (i) federal or state securities laws or (ii) the listing
requirements of any national securities exchange on which are listed any of the
Companys equity securities, then the Committee may postpone any such exercise,
non-forfeitability or delivery, as the case may be, but the Company shall use
its best efforts to cause such exercise, non-forfeitability or delivery to
comply with all such provisions at the earliest practicable date.  15.FUNDING.Benefits payable under the Plan to any person shall be
paid directly by the Company. The Company shall not be required to fund, or
otherwise segregate assets to be used for payment of benefits under this Plan.  14


16.NO EMPLOYMENT RIGHTS.Neither the establishment of the Plan, nor the
granting of any Award shall be construed to (a) give any Grantee the right
to remain employed by the Company or any of its Subsidiaries or to any benefits
not specifically provided by the Plan or (b) 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. Further, the Company or Subsidiary may at
any time dismiss a Grantee from employment, free from any liability, or any
claim under the Plan, unless otherwise expressly provided in this Plan or in
any Award Agreement.  17.RIGHTS AS A STOCKHOLDER.A
Grantee shall not, by reason of any Award (other than Restricted Stock) have
any right as a stockholder of the Company with respect to the shares of Stock
which may be deliverable upon exercise or payment of such Award until such
shares have been issuable to him. Shares of Restricted Stock held by a Grantee
or held in escrow by the Secretary of the Company shall confer on the Grantee
all rights of a stockholder of the Company, except as otherwise provided in the
Plan. The Committee, in its discretion, at the time of grant of Restricted
Stock, may permit or require the payment of cash dividends thereon to be
deferred and, if the Committee so determines, reinvested in additional
Restricted Stock to the extent shares are available under Section 3 or
otherwise reinvested. Stock dividends and deferred cash dividends issued with
respect to Restricted Stock shall be treated as additional shares of Restricted
Stock that are subject to the same restrictions and other terms as apply to the
shares with respect to which such dividends are issued. The Committee may, in
its discretion, provide for crediting to and payment of interest on deferred
cash dividends.  18.NATURE OF PAYMENTS.Any and all grants, payments of cash, or deliveries of
shares of Stock hereunder shall constitute special incentive payments to the
Grantee and shall not be taken into account in computing the amount of salary
or compensation of the Grantee for the purposes of determining any pension,
retirement, death or other benefits under (a) any pension, retirement,
profit-sharing, bonus, life insurance or other employee benefit plan of the
Company or any of its Subsidiaries or (b) any agreement between the Company
or any Subsidiary, on the one hand, and the Grantee, on the other hand, except
as such plan or agreement shall otherwise expressly provide.  19.NON-UNIFORM DETERMINATIONS. 
Neither the Committees nor the Boards determinations under the Plan
need be uniform and may be made by the Committee or the Board selectively among
persons who receive, or are eligible to receive, Awards (whether or not such
persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations and to enter into non-uniform and
selective Award Agreements, as to (a) the identity of the Grantees, (b) the
terms and provisions of Awards, and (c) the treatment, under Section 12,
of terminations of employment. Notwithstanding the foregoing, the Committees
interpretation of Plan provisions shall be uniform as to similarly situated
Grantees.  20.ADJUSTMENTS FOR CHANGES IN
CAPITALIZATION.The Committee shall make such adjustment,
as it shall deem equitable, to any or all of:  (a)the aggregate numbers of shares of Stock
and shares of Restricted Stock;  15


(b)the number of shares of Stock and shares
of Restricted Stock covered by an outstanding Award;  (c)the Option Price; and  (d)any other terms or provisions of any
outstanding grants of stock options or Restricted Stock:  to
reflect a stock dividend, stock split, reverse stock split, share combination,
re-capitalization, merger, consolidation, acquisition of property or shares,
separation, spin-off, reorganization, stock rights offering, liquidation or
similar event, of or by the Company, or, if deemed appropriate, the Committee
may make provisions for a cash payment to the holder of an outstanding Award;
provided, however, in each case, that the number of shares subject to any Award
denominated in shares of Stock shall always be a whole number. Notwithstanding
any part of the foregoing to the contrary, upon the approval by the stockholders
of the Company of a plan of liquidation for the Company, any unexercised
options previously granted shall become exercisable, and any shares of
Restricted Stock that have not become nonforfeitable shall become
nonforfeitable.  21.AMENDMENT OR TERMINATION OF THE
PLAN.This Plan shall become effective on the Effective Date
and shall terminate on, and no Awards shall be made after, November 1,
2011, unless terminated at an earlier date by action of the Board.  Any Awards then outstanding shall remain in
effect until they have been exercised, forfeited or expired.  The Board may amend or terminate this Plan at
any time; except that, without approval of the stockholders, no such revision
or amendment shall: change the number of shares subject to the Plan; change the
designation of the class of employees eligible to receive awards; or materially
increase the benefits accruing to participants under the Plan. Subject to Section 20,
no amendment or termination may, in the absence of written consent to the
change by the affected Grantee (or, if the Grantee is not then living, the
affected beneficiary), adversely affect the rights of any Grantee or
beneficiary under any Award granted under this Plan prior to the date such
amendment is adopted by the Board. 
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 regranting of
options at a lower price to the same individual.  Furthermore, the Plan will not be amended
without approval of the stockholders in any way which would cause options to
fail to qualify as incentive stock options.  22.OTHER COMPENSATION PLANS.Nothing contained in this Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional
compensation arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases.  23.NO ILLEGAL TRANSACTIONS.This Plan and all Awards granted pursuant to it are subject to all laws
and regulations of any governmental authority which may be applicable thereto;
and notwithstanding any provision of this Plan or any Award, Grantees shall not
be entitled to exercise Awards or receive the benefits thereof and the Company
shall not be obligated to deliver any Stock or pay any benefits to a Grantee if
such exercise, delivery, receipt or payment  16


of benefits would
constitute a violation by the Grantee or the Company of any provision of any
such law or regulation.  24.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
or Subsidiary and a Grantee or any other person. To the extent that any person
acquires a right to receive payments from the Company or Subsidiary pursuant to
an Award, such right shall be no greater than the right of an unsecured general
creditor of the Company or Subsidiary.  25.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.  26.TAX LITIGATION.The Company shall have the right to contest, at its
expense, any tax ruling or decision, administrative or judicial, on any issue
that is related to this Plan and that the Company believes to be important to
Grantees and to conduct any such contest or any litigation arising therefrom to
a final decision.  27.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.  28.INDEMNIFICATION.Each person who is or at any time serves as a member of the Board or the
Committee or otherwise acts with respect to this Plan pursuant to authority
delegated to him/her in accordance with this Plan shall be indemnified and held
harmless by the Company against and from: (i) any loss, cost, liability or
expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit, or proceeding to
which such person may be a party or in which such person may be involved by
reason of any action or failure to act under this Plan; and (ii) any and
all amounts paid by such person in satisfaction of judgment in any such action,
suit or proceeding relating to this Plan. 
Each person covered by this indemnification shall give the Company an
opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on such persons own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such persons may be entitled under the By-Laws of
this Company, as a matter of law, or otherwise, or any power that the Company
may have to indemnify such person or hold such person harmless.  29.RELIANCE ON REPORTS.Each member of the Board and the Committee shall be
fully justified in relying or acting in good faith upon any report made by the
independent public accountants of, or counsel for, this Company and upon any
other information furnished in connection with the Plan. In no event shall any
person who is or shall have been a member of the Board or the Committee be liable
for any determination made or other action taken or any  17


omission to act in
reliance upon any such report or information or for any action taken, including
the furnishing of information, or failure to act, if in good faith.  30.EXPENSES.The Company shall bear all expenses of administering
this Plan.  31TITLES 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.  32.1993 LONG-TERM STOCK OWNERSHIP
PLAN.Upon approval by the Companys stockholders of this
Plan, the Companys 1993 Long-Term Stock Ownership Plan shall terminate and,
except with respect to shares reserved for options and Retirement Awards
granted thereunder which are by their contractual terms outstanding, all shares
of Stock reserved for such plan shall no longer be reserved, and no other
options or Retirement Awards shall be granted thereunder.  Option agreements and retirement agreements
currently outstanding under the 1993 Long-Term Stock Ownership Plan shall
remain in effect in accordance with their terms notwithstanding termination of
that Plan.  Approved by the Stockholders of Quixote Corporation as
of November 14, 2001  Approved by the Board of Directors of Quixote
Corporation as of August 17, 2004  Approved by the Stockholders of Quixote Corporation as
of  November 18, 2004  Amended by the Board of Directors of Quixote Corporation
on June 26, 2009  18