Exhibit 10(d)  QUIXOTE
CORPORATION 2001 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN As Amended June 26, 2009  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.


(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,one hundred and
thirty-five thousand (135,000) 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 five thousand (5,000) 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.  2


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  3


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 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 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  4


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.  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  5


sufficient information
concerning the Company to enable the Director to evaluate the merits and 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 (5P.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  6


revoke or alter in any
manner unfavorable to the Grantees any options then outstanding.  Nor 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.Approved by the
  Board of Directors of Quixote Corporation as of August 17, 2004Approved by the
  Stockholders of Quixote Corporation as of November 18, 2004Amended by the Board of Directors of Quixote Corporation
  on June 26, 2009  7