Exhibit 10.3


 


AMENDED AND
RESTATED


CHANGE OF
CONTROL AGREEMENT


 


THIS AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT, dated as of July 25, 2008 (the “Agreement”),
is by and between Quixote Corporation, a Delaware corporation having its
principal offices at 35 East Wacker Drive, Chicago, IL 60601 (the “Company”),
and Joan R. Riley, an Executive of the Company (“Executive”).


 


WHEREAS, the Executive is a
key employee and elected officer of the Company who possesses valuable
proprietary knowledge of the Company, its business and operations and the
markets in which the Company competes; and


 


WHEREAS, the Board of
Directors of the Company (the “Board”) has recognized and continues to
recognize that the Executive’s contribution to the growth and success of the
Company has been, and is expected to continue to be, substantial and desires to
assure the Company of the Executive’s continued employment by assuring her of
fair treatment if that relationship is terminated; and


 


WHEREAS, the Company and the
Executive are parties to that certain change of Control Agreement dated December 1,
1997, and desire to amend and restate that agreement to encourage the Executive
to continue to devote the Executive’s full attention to the success of the
Company by maximizing the value of the Company for its stockholders, and to
provide specified compensation and benefits to the Executive in the event of a
termination of employment after a Change of Control;


 


NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 


1.             Certain Defined Terms.


 


(a)           Change of Control.  “Change of Control,” as used herein, shall
mean a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A promulgated under the Securities
Exchange Act of 1934 (“Exchange Act”); provided that, without limitation, such
a change in control shall be deemed to have occurred if:


 


	
  (i)

  	
   

  	
  any Person is or becomes the beneficial owner, directly or
  indirectly, of securities of the Company representing twenty percent (20%) or
  more of the combined voting power of the Company’s then outstanding
  securities; or

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  during any period of two consecutive years, individuals who at the
  beginning of such period constitute all members of the Board who are not
  employed by the Company (the Outside Directors) shall cease for any reason to
  constitute at least a majority of the Outside Directors, 

  



 

















 


	
   

  	
   

  	
  unless the election of each Outside Director, who was not an Outside
  Director at the beginning of such period, was approved by a vote of at least
  two-thirds of the directors then still in office who were directors at the
  beginning of such period, or,

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  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, or

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  the stockholders of the Company approve a plan or proposal for the
  liquidation or dissolution of the Company.

  



 


As used in this Section, the term “person” has the meaning ascribed
thereto in Section 3(a) of the Exchange Act, as modified and used in
Sections 13(d)(3) and 14(d)(2) thereof, and includes a “group,” as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, except that such term shall not include (A) the Company, (B) any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, (C) an underwriter temporarily holding securities pursuant to
an offering of such securities, or (D) any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of common stock of the Company.


 


(b)           Good Reason.  “Good Reason,” as used herein, shall mean any
one or more of the events described in (i) through (iv) of this
subsection 1(b) occurring within three (3) years following the
Effective Date of a Change of Control without the Executive’s written
consent.  The Executive’s termination of
employment hereunder shall not be treated as a termination for Good Reason
unless (1) the Executive provides notice to the Company of the existence
of the Good Reason no later than sixty (60) days after the occurrence of the
event which forms the basis for any termination for Good Reason, and (2) the
Company fails to remedy the Good Reason within thirty (30) days after receipt
of notice from the Executive of the existence of the Good Reason (the “Cure
Period”), and (3) the Executive tenders her resignation in writing to the
Company within fifteen (15) days after the end of the Cure Period:


 


	
  (i)

  	
   

  	
  the Executive is assigned any duties inconsistent in any material
  adverse respect with the Executive’s position, authority, duties or
  responsibilities immediately prior to the Effective Date of the Change of
  Control referred to above, or any other action by the Company which results
  in a diminution in any material adverse respect of the Executive’s position, authority,
  duties or responsibilities as the same existed immediately prior to the
  Effective Date of the Change of Control referred to above; or

  



 


2

















 


	
  (ii)

  	
   

  	
  the Executive’s total compensation (when taken as a whole including
  fringe benefits and the manner of determining incentive compensation) is
  changed in a material adverse way; or

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  the Company fails to obtain the assumption of the obligation to
  perform this Agreement by any successor as contemplated in Section 11
  hereof; or

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  the Company requires the Executive to be based outside of a radius of
  thirty (30) miles from the location of the Company’s present corporate
  offices (except for required travel on Company business to an extent substantially
  consistent with the Executive’s business travel obligations immediately prior
  to such change in control); provided, however, that none of the foregoing
  shall be a Good Reason if any of the foregoing actions are taken by the
  Company for Cause (as defined in subsection 1(d) hereof).

  



 


(c)           Effective Date.  “Effective Date,” shall mean the first date
on which a Change of Control as defined in Section 1(a) occurs.


 


(d)           Cause.  The Company shall have “Cause” to terminate
the Executive’s employment upon:


 


	
  (i)

  	
   

  	
  the willful failure by the Executive to substantially perform her
  duties, other than when such failure resulting from the Executive’s
  incapacity is due to physical or mental illness;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  the willful engaging by the Executive in gross misconduct materially
  and demonstrably injurious to the Company or its subsidiaries; or

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  the commission by the Executive of a crime which is a felony.

  



 


For the purpose of this subsection (d), no act, or the failure to act,
on the Executive’s part shall be considered “willful” unless done, or omitted
to be done, by her not in good faith and without reasonable belief that her
action or omission was in the best interest of the Company or subsidiaries.


 


Notwithstanding the foregoing, the Executive shall
not be deemed to have been terminated for Cause under subsections (i), (ii) or
(iii) of the first sentence of this subsection (d), unless and until there
shall have been delivered to the Executive a copy of a resolution, duly adopted
by the affirmative vote of not less than two-thirds (2/3) of the entire
membership of the Company’s Board of Directors at a meeting of the Board called
and held for that purpose (after reasonable notice to the Executive and an
opportunity for him, together with her counsel, to be heard before the Board),
finding that in the good faith opinion of the Board, the Executive was guilty
of conduct set forth above in clause (i), (ii) or (iii) of the first
sentence of this subsection (d) and specifying the particulars thereto in
detail.


 


3

















 


(e)           Disability.  An Executive’s “Disability” shall occur if
the Executive is absent from her duties as an Executive of the Company on a
full-time basis for six (6) consecutive months following a Change of Control
of the Company and if she qualifies for long-term disability under the Company’s
long-term disability insurance plan.


 


(f)            Salary Continuation Period.  The “Salary Continuation Period” shall mean
three (3) years from the date of a Termination of the Executive.


 


2.             Termination.


 


(a)           Termination of Employment.  If the Executive’s employment: (i) is
subject to a termination for Good Reason, or (ii) is terminated for a
reason other than death, Disability, Cause or voluntary resignation not
constituting a Good Reason (a Good Reason termination, or termination for a
reason other than death, Disability, Cause or voluntary resignation not
constituting a Good Reason is referred to herein as a “Termination”), within
three (3) years following the Effective Date of a Change of Control, the
Executive will be entitled to receive the benefits provided in this Section 2.


 


(b)           Accelerated Vesting.  If a Termination of the Executive occurs
within three (3) years following the Effective Date of a Change of
Control, the vesting of all rights listed on Exhibit A, whether by
accelerating the exercise or issue date or the lapse of forfeiture and transfer
restrictions, or both, shall be accelerated to the date on which the Executive’s
employment is terminated or is subject to a termination for Good Reason;
provided however, if the event that will result in the Change of Control is
defined by Section 1 (a)(iii) or Section 1(a)(iv), then the
vesting of all rights shall be accelerated to the date that is one day before
the date of the Change of Control such that the Executive is able to benefit
from her ownership of all shares of the Company that would be subject to the
acceleration of the exercise or issue date or the lapse of forfeiture and
transfer restrictions.


 


(c)           Compensation.  If a Termination of the Executive occurs
within three (3) years following the Effective Date of a Change of
Control:


 


(i)           The Executive
shall have a right to receive her full base salary through the date of
Termination at the rate in effect at the time Termination occurs, any
reimbursable expenses which have been incurred but are unpaid, and payment for
any unexpired vacation days which have accrued but are unused.


 


(ii)          In lieu of any
further salary payment to the Executive for periods subsequent to the date of
Termination, the Company shall pay to the Executive in cash an amount (the “Separation
Benefit”) equal to three (3) times the sum of (A) the higher of the
Executive’s base salary at the date of Termination or on the date when a Change
of Control of the Company occurs, plus (B) the average of any bonus
payments and other incentive compensation made to the Executive for the two (2) full
fiscal years preceding the fiscal year in which a Change of Control of the
Company occurs.


 


(iii)         The Company
shall continue to provide at no cost to Executive all benefits she was entitled
to immediately prior to the date of Termination during 


 


4

















 


the
Salary Continuation Period, including but not limited to all group insurance
plans, including life insurance and any executive medical reimbursement plans
such as Exec-U-Care, in which the Executive was entitled to participate
immediately prior to the date of the Termination, provided that the Executive’s
continued participation is possible under the terms of such plans, failing
which the Company shall arrange to provide the Executive with alternative
benefits and/or insurance substantially similar to those provided under the
then current benefits and insurance plans.


 


(d)           Release Agreement.  Prior to Executive obtaining the right to
receive, and in exchange for, the Separation Benefit, benefits, accelerated
vesting, and removal of resale and transfer restrictions provided in Section 2(b) and
2(c)(ii)(iii), above, Executive will first enter into and execute, and deliver
to the Company, a Release Agreement substantially in the form attached hereto
as Exhibit B (the “Release”) upon Executive’s termination of
employment.  Unless the Release is
executed by Executive and delivered to the Company within the time period set
forth in Paragraph 15 of the Release, (i) Executive will not receive the
Separation Benefit, (ii) acceleration, if any, of Executive’s stock and
option awards or removal of restrictions on resale as provided in this
Agreement will not apply, and (iii) Executive’s rights in such stock and
option awards following the date of Executive’s Termination will only be to the
extent provided under their original terms in accordance with the applicable
stock option or stock incentive plan and award agreements or as determined by
the Company’s Board of Directors.


 


3.             Withholding Taxes; Code Section 409A.  All payments made under this Agreement shall
be subject to reduction to reflect all federal, state, local and other taxes
required to be withheld by applicable law. 
Notwithstanding anything to the contrary contained in Section 2, if
any payment to the Executive under Section 2 would constitute a “deferral
of compensation” under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), (such compensation does not, for example, qualify for the
“short-term deferral exception” under Section 409A of the Code) and the
Executive is a “specified employee” (as such phrase is defined in Section 409A
of the Code), the Executive (or the Executive’s beneficiary) will receive
payment of such amounts described in this Section 3 which would otherwise
be payable hereunder during the first six (6) months following the
Executive’s “separation from service” with the Company (as such phrase is
defined in Section 409A of the Code) upon the first to occur of:  (i) the date which is the first day of
the seventh month after the effective date of the Executive’s separation from
service; or (ii) the Executive’s death; provided however, the Company
shall immediately upon Termination pay such amounts described in this Section 3
into a domestic “rabbi trust” to be held by a mutually-acceptable bank or other
third party until the Executive is entitled to receive such payments.


 


4.             Mitigation.  The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment provided for
in this Agreement be reduced by any compensation earned by the Executive as a
result of employment by another employer after the date of Termination, or
otherwise.


 


5

















 


5.             Limitation on Amount of
Severance Payment.


 


(a)           Application of Limit.  In the event that any amount or benefit paid
or distributed to the Executive pursuant to this Agreement, taken together with
any amounts or benefits otherwise paid or distributed to the Executive by the
Company (collectively, the “Covered Payments”), would be an “excess parachute
payment” as defined in Section 280G of the Code, and would thereby subject
the Executive to the Excise Tax of Section 4999 of the Code (or any
similar tax that may hereafter be imposed), the provisions of this Section 5
of this Agreement shall apply to determine the amounts payable to Executive
pursuant to this Agreement.


 


(b)           Calculation of Benefits.  The Company within five working days
following the Executive’s termination shall notify the Executive of the
aggregate present value of all termination benefits to which she would be
entitled under this Agreement and any other agreement, plan, program or
arrangement, together with the projected maximum payments, that could be paid
without the Executive being subject to the Excise Tax.  In the event that the Company and the
Executive do not agree as to the termination benefits to be provided, the
aggregate present value of such terminated benefits, or the projected maximum
payments, the parties agree that, during the pendency of the dispute, the
Executive will be entitled to receive any benefits or payments that are not
disputed, and the Executive will have the right to reserve her claim to such
disputed matters, and the Release shall be modified to reflect that reservation
of rights.


 


(c)           Imposition of Payment Cap.  If the aggregate value of all compensation
payments or benefits to be paid or provided to the Executive under this
Agreement and any other plan, agreement or arrangement with the Company exceeds
the amount which can be paid to the Executive without the Executive incurring
an Excise Tax, then the amounts payable to the Executive under this Agreement
shall be reduced (but not below zero) to the maximum amount which may be paid
hereunder without the Executive becoming subject to such an Excise Tax (such reduced
payments to be referred to as the “Payment Cap”).  In the event that Executive receives reduced
payments and benefits hereunder, Executive shall have the right to designate
which of the payments and benefits otherwise provided for in this Agreement that
she will receive in connection with the application of the Payment Cap.


 


(d)           Application of Section 280G.  For purposes of determining whether any of
the Covered Payments will be subject to the Excise Tax and the amount of such
Excise Tax:


 


	
  (i)

  	
   

  	
  Such Covered Payments will be treated as “parachute payments” within
  the meaning of Section 280G of the Code, and all “parachute payments” in
  excess of the “base amount” within the meaning of Section 280G of the
  Code, shall be treated as subject to the Excise Tax, unless, and except to
  the extent that, in the good faith judgment of the Company’s independent
  certified public accountants or tax counsel selected by such Accountants (the
  “Accountants”), the Company has a reasonable basis to conclude that such
  Covered Payments (in whole or in part) either do not constitute “parachute
  payments” or represent reasonable 

  



 


6

















 


	
   

  	
   

  	
  compensation for personal services actually rendered, within the
  meaning of Section 280G of the Code, in excess of the portion of the
  “base amount allocable to such Covered Payments,” or such “parachute
  payments” are otherwise not subject to such Excise Tax, and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  The value of any non-cash benefits or any deferred payment or benefit
  shall be determined by the Accountants in accordance with the principles of Section 280G
  of the Code.

  



 


6.             At-Will Employment.  Notwithstanding this Agreement, Executive’s
relationship with the Company continues to be an at-will employment
relationship.  The Company or Executive
has the right to terminate Executive’s employment with the Company at any time
with or without Cause and with or without notice.  Nothing in this Agreement confers upon the
Executive any right to continue in the employ of the Company prior to, or after
a Change of Control of the Company or in any way limits the rights of the
Company, except as expressly stated herein, to discharge the Executive at any
time prior to, or after the date of a Change of Control of the Company for any
reason whatsoever, with or without cause.


 


7.             Rights Apply Only on Change
of Control.  The rights
granted under this Amended and Restated Change of Control Agreement only apply
upon a Change of Control and subsequent Termination, and supersede the
severance or other similar rights accruing upon a Change of Control and
subsequent Termination under any other agreements, including without limitation
the Change of Control Agreement between the Company and the Executive dated December 1,
1997; provided however, that this Amended and Restated Change of Control
Agreement shall not amend, modify or supersede 
in any way that Severance and Non-Competition Agreement dated July     ,
2008 between the Company and the Executive.


 


8.             Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois applicable to
agreements made and to be performed in Illinois, without giving effect to
conflicts of law principles.


 


9.             Headings; Severability.  The section headings of this Agreement are for
reference only and are to be given no effect in the construction or
interpretation of this Agreement.  If any
part or provision of this Agreement shall be declared invalid or unenforceable
by a court of competent jurisdiction, said provision or part shall be
ineffective to the extent of such invalidity or unenforceability only, without
in any way affecting the remaining parts or provisions of this Agreement.


 


10.           Waiver.  Any party may waive compliance by another
party with any of the provisions of this Agreement.  No waiver of any provision shall be construed
as a waiver of any other provision.  Any
waiver must be in writing.


 


11.           Binding Effect; Assignment.  This Agreement shall be binding on and inure
to the benefit of the parties and their respective successors and permitted
assigns.  Nothing in this Agreement shall
create or be deemed to create any third party beneficiary rights in any person
or entity (including any Executive or person engaged by the Company in any
capacity) not a party 


 


7

















 


to this Agreement.  The Company will require any successor
(whether direct or indirect, by merger, purchase, consolidation or otherwise)
of the Company to make an express assumption of the obligations hereunder and cause
any successor (whether direct or indirect, by merger, purchase, consolidation
or otherwise) to all or substantially all of the business and/or assets of the
Company to agree to perform all parts and provisions under 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.  Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle Executive to compensation from the Company
in the same amount and on the same terms as she would be entitled to hereunder
if she is subject to a Good Reason, and the date on which any such succession
becomes effective shall be deemed the date of Termination.  As used in this Agreement, Company shall mean
the Company as hereinbefore defined and any successor to the business and/or
assets of the Company which executes and delivers the agreement provided for in
this Section 11, or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.


 


This Agreement and all
rights of the Executive hereunder shall inure to the benefit of, and be
enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die after any amounts
shall become payable to her hereunder, all such amounts, unless otherwise
provided for herein, shall be paid in accordance with the terms of this
Agreement to the Executive’s devisee, legatee or other designee or, if there be
no such devisee or other designee, to the Executive’s estate.


 


12.           Legal Fees.  The Company shall pay, or reimburse the
Executive for, all legal fees and expenses incurred by the Executive as a
result of any Termination of her employment hereunder after a Change of Control
of any Company, including all such fees and expenses, if any, incurred
contesting or disputing in good faith any such Termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement.


 


13.           Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
in Chicago, Illinois in accordance with the American Arbitration Association
Employment Law Rules then in effect. 
The arbitrator is expressly empowered to render legal or equitable
relief requested by the parties, whether on an emergency basis or otherwise, in
order to enforce the terms of this Agreement. 
Judgment may be entered on the arbitrator’s award in any court having
jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of her right to be paid until the date of Termination
during the pendency of any dispute or controversy arising under or in
connection with this Agreement.


 


14.           Counterparts.  This Agreement may be signed in any number of
counterparts and all such counterparts shall be read together and construed as
but one and the same document.


 


15.           Notices.  All notices and other communications under
this Agreement shall be in writing and shall be deemed given when delivered
personally, or sent by facsimile transmission, receipt confirmed, one day after
sent by recognized overnight courier, or five (5) days after deposit in
the United States mail, postage prepaid, registered or certified mail, return
receipt 


 


8

















 


requested, to the parties at
the following addresses (or to such other address as a party may have specified
by notice duly given to the other party in accordance with this provision):


 


If to the Executive:


 


At the Executive’s then
current business or residence address as shown on the records of the Company,
with a copy to such other person as the Executive may have specified by notice
duly given to the Company in accordance with this provision.


 


If to the Company:


 


Quixote Corporation


35 East Wacker Drive, 11th Floor


Chicago, IL  60601


Attention:  President


 


[signature
page follows]


 


9

















 


IN WITNESS WHEREOF, the parties
have executed this Amended and Restated Change of Control Agreement, in
triplicate, on the date first written above.


 


 


	
  QUIXOTE CORPORATION

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Leslie J. Jezuit

  	
   

  	
  /s/ Joan R. Riley

  
	
  By:  President

  	
   

  	
  Joan R. Riley

  



 


10
















 


EXHIBIT A


 


All rights granted to
Executive under the Company’s plans including, but not limited to the
following:


 


2001 Employee Stock Incentive Plan.


 


Incentive Savings Plan.


 


Restricted Stock Award between Quixote and
Executive dated August 31, 2007.


 


A-1

















 


EXHIBIT
B


 


Release
Agreement


 


This Release Agreement (“Agreement”) is entered into by and between
                            ,
an individual (“Executive”), and Quixote Corporation (the “Company”), a Delaware
corporation:


 


1.             Termination
of Employment. Executive acknowledges that Executive’s employment with the
Company terminated effective
                              ,
200   (the “Separation Date”).


 


2.             Compensation
owed. Executive acknowledges receipt of all compensation (including, but
not limited to, any and all overtime, commission, bonus payments and all other
benefits except accrued but unused vacation time) due from the Company through
the payroll period immediately prior to the Separation Date. Executive and the
Company acknowledge that Executive will receive a lump-sum payment equal to any
final compensation (including Executive’s accrued but unused vacation time 

of
                          
(    ) days) on the Company’s next regular payday.


 


3.             Separation
Benefit: Subject to the provisions of this Agreement, the Company will
accelerate the vesting of all rights and will pay Executive the benefits set
forth in Sections 2(b) and (c) of Executive’s Amended and Restated
Change of Control Agreement with the Company, but subject to Section 3
thereof (“Separation Benefit”), commencing within fourteen(14) days of the
expiration of the revocation period described in Paragraph 16 of this
Agreement. The Separation Benefit shall be subject to all required payroll
withholdings.


 


4.             Consideration.
Executive acknowledges that Executive would not be entitled to the Separation
Benefit provided for in paragraph 3 above in the absence of Executive’s signing
of this Agreement, that the Separation Benefit constitutes a substantial
economic benefit to Executive, and that it constitutes good and valuable
consideration for the various commitments undertaken by Executive in this
Agreement.


 


5.             Parties
Released. For purposes of this Agreement, the term “Releasees” means the
Company, its past and present parents, subsidiaries, divisions, and affiliated
companies; their respective predecessors, successors, assigns, benefit plans,
and plan administrators; and their respective past and present shareholders,
directors, trustees, officers, employees, agents, attorneys and insurers.


 


6.             General
Release. Excepting the Company’s obligations pursuant to that Severance and
Non-Competition Agreement between the Company and the Executive dated
                    ,
Executive, for and on behalf of Executive and each of Executive’s personal and
legal representatives, heirs, devisees, executors, successors and assigns,
hereby acknowledges full and complete satisfaction of, and fully and forever
waives, releases, acquits, and discharges Releasees from any and all claims,
causes of action, demands, liabilities, damages, obligations, and debts
(collectively referred to as “Claims”), of every kind and nature, whether known
or unknown, suspected or unsuspected, or fixed or contingent, which Executive
holds as of the date 


 


B-1

















 


Executive signs this Agreement, or at any time previously held against
Releasees, or any of them, arising out of any matter whatsoever (with the
exception of breaches of this Agreement). This General Release specifically
includes, but is not limited to, any and all Claims:


 


(a)           Arising
out of or in any way related to Executive’s employment with the Company, the
termination of her employment;


 


(b)           Arising
out of or in any way related to any contract or agreement between Executive and
the Company, excepting the Severance and Non-Competition Agreement dated July     ,
2008;


 


(c)           Arising
under or based on the Equal Pay Act of 1963; Title VII of the Civil Rights Act
of 1964, as amended; Section 1981 of the Civil Rights Act of 1866; the
Americans With Disabilities Act of 1990; the Family and Medical Leave Act of
1993; the Fair Labor Standards Act of 1938; the National Labor Relations Act;
the Worker Adjustment and Retraining Notification Act of 1988; Employee
Retirement Income Security Act of 1974 (ERISA) (excepting claims for vested
benefits, if any, to which Executive is legally entitled thereunder); the
Illinois Constitution; the Illinois Wage Payment and Collection Act; the Illinois
Minimum Wage Law, the Illinois Human Rights Act; and the Illinois Whistleblower
Act;


 


(d)           Arising
under or based on the Age Discrimination in Employment Act of 1967 (ADEA), as
amended by the Older Workers Benefit Protection Act (OWBPA), and alleging a
violation thereof based on any action or failure to act by Releasees, or any of
them, at any time prior to the effective date of this Agreement;  and


 


(e)           Arising
out of or in any way related to any federal, state, county or local
constitutional provision, law, statute, ordinance, decision, order, policy or
regulation prohibiting employment discrimination, providing for the payment of
wages or benefits, providing for a paid or unpaid leave of absence; otherwise
creating rights or claims for employees, including, but not limited to, any and
all claims alleging breach of public policy, whistleblowing, retaliation, the
implied obligation of good faith and fair dealing; any express or implied oral
or written contract, handbook, manual, policy statement or employment practice;
or alleging misrepresentation, defamation, libel, slander, interference with
contractual relations, intentional or negligent infliction of emotional
distress, invasion of privacy, false imprisonment, assault, battery; fraud,
negligence, or wrongful discharge.


 


7.             Intended
Scope of Release. It is the intention of the parties and is fully
understood and agreed by them that this Agreement includes a General Release of
all Claims (with the exception of (i) breaches of this Agreement, (ii) claims
for vested benefits, if any, to which Executive is legally entitled under
ERISA, and (iii) obligations of the Company pursuant to that Severance and
Non-Competition Agreement between the Company and the Executive dated
                      ),
which Executive holds or previously held against Releasees, or any of them,
whether or not they are specifically referred to herein. No reference herein to
any specific claim, statute or obligation is intended to limit the scope of
this General Release and, notwithstanding 


 


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any such reference, this Agreement shall be effective as a full and
final bar to all Claims of every kind and nature, whether known or unknown,
suspected or unsuspected, or fixed or contingent, released in this Agreement.


 


8.             Executive
Waiver of Rights. As part of the foregoing General Release, Executive is
waiving all of Executive’s rights to any recovery, compensation, or other
legal, equitable or injunctive relief (including, but not limited to,
compensatory damages, liquidated damages, punitive damages, back pay, front
pay, attorneys’ fees, and reinstatement to employment), from Releasees, or any
of them, in any administrative, arbitral, judicial or other action brought by
or on behalf of Executive in connection with any Claim released in this
Agreement.


 


9.             Covenant
Not to Sue. In addition to all other obligations contained in this
Agreement, Executive agrees that Executive will not initiate, bring or
prosecute any suit or action against any of Releasees in any federal, state,
county or municipal court, with respect to any of the Claims released in this
Agreement. Notwithstanding the forgoing, nothing in this Agreement shall
preclude Executive from bringing suit to challenge the validity or enforceability
of this Agreement under the Age Discrimination in Employment Act as amended by
the Older Workers Benefit Protection Act.


 


10.           Remedies
for Breach. If the Executive, or anyone on Executive’s behalf, initiates,
brings or prosecutes any suit or action against Releasees, or any of them, in
any federal, state, county or municipal court, with respect to any of the
Claims released in this Agreement (except to challenge the validity or
enforceability of this Agreement under the Age Discrimination in Employment Act
as amended by the Older Workers Benefit Protection Act), or if the Executive
breaches any of the terms of this Agreement, then Executive shall  be liable for the payment of all damages,
costs and expenses (including attorneys’ fees) incurred by Releasees, or any of
them, in connection with such suit, action or breach.


 


11.           No
Admission of Liability. Nothing in this Agreement constitutes or shall be
construed as an admission of liability on the part of Releasees, or any of
them. Releasees expressly deny any liability of any kind to Executive, and
particularly any liability arising out of or in any way related to Executive’s
employment with the Company or the termination of Executive’s employment.


 


12.           Post-Employment
Covenants.


 


(a)   Executive hereby
reaffirms and agrees to abide by all confidentiality and nondisclosure
obligations, nonsolicitation obligations, noncompetition obligations and any
other post-employment obligations to which Executive is subject under any
contract or agreement between Executive and the Company as well as the Illinois
Trade Secrets Act, any other Illinois statute and Illinois common law.


 


(b)  Executive shall keep confidential
the circumstances surrounding the termination of Executive’s employment with
the Company, as well as the existence of this Agreement and its terms, and
agrees that neither he, nor Executive’s attorneys, nor any of Executive’s
agents, shall directly or indirectly disclose any such matters (other 


 


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than to the Equal Employment Opportunity
Commission, the Illinois Human Rights Commission, or any other federal, state
or local fair employment practices agency), unless written consent is given by
the Company’s Chief Executive Officer or other authorized officer of the
Company, or unless required to comply with any federal, state or local law, rule or
order. However, this paragraph will not prohibit Executive from disclosing the
terms of this Agreement to Executive’s attorneys, accountants or other tax consultants
as necessary for the purpose of securing their professional advice, or in
connection with any suit or action alleging a breach of this Agreement.


 


(c)  Executive agrees that Executive
will not access or attempt to access, directly or indirectly, by any matter
whatsoever, the Company’s computer network, including without limitation, the
Company’s e-mail system, the Company’s electronic document storage and
retrieval system, and the Company’s computer network servers and related
equipment.


 


13.           Warranty
of Return of Company Property. Executive warrants and acknowledges that
Executive has turned over to the Company all equipment or other property issued
to Executive’s by the Company, along with all documents, notes, computer files,
and other materials which Executive had in Executive’s possession or subject to
Executive’s control, relating to the Company and/or any of its customers.
Executive further warrants and acknowledges that Executive has not retained any
such documents, notes, computer files or other materials (including any copies
or duplicates thereof).


 


14.           Warranty
and Covenant of Nondisparagement. Executive (i) warrants that during
the time period between when Executive was notified of the termination of
Executive’s employment with the Company and Executive’s signing of this
Agreement Executive has not made any disparaging remarks about Releasees which
are likely to cause harm to Releasees, collectively or individually, or their
products and services (“Disparaging Remarks”) and (ii) agrees that
Executive shall not make any Disparaging Remarks following Executive’s signing
of this Agreement.


 


15.           Consideration
Period. Executive is advised of to consult with an attorney or other
representative of Executive’s choice prior to signing this Agreement. Executive
has a period of
                                
{twenty-one (21)/forty-five (45)} days
within which to consider and accept the Agreement (“Consideration Period”). The
Consideration Period begins to run from the Separation Date which Executive acknowledges
is the date on which Executive received a copy of this Agreement (if not
earlier).


 


16.           Revocation
Period. Executive understands that Executive has the right to revoke this
Agreement at any time within seven (7) days after Executive signs it and
that the Agreement shall not become effective or enforceable until this
revocation period has expired without revocation.


 


17.           Resignation
of Officer Position. If applicable, Executive shall resign from Executive’s
position as an officer of the Company effective no later than the Separation
Date.


 


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18.           Warranty
of Understanding and Voluntary Nature of Agreement. Executive acknowledges
that Executive has carefully read and fully understands all of the provisions
of this Agreement; that Executive knows and understands the rights Executive is
waiving by signing this Agreement; and that Executive has entered into the
Agreement knowingly and voluntarily, without coercion, duress or overreaching
of any sort.


 


19.           Severability.
The provisions of this Agreement are fully severable. Therefore, if any
provision of this Agreement is for any reason determined to be invalid or
unenforceable, such invalidity or unenforceability will not affect the validity
or enforceability of any of the remaining provisions. Furthermore, any invalid
or unenforceable provisions shall be modified or restricted to the extent and
in the manner necessary to render the same valid and enforceable, or, if such
provision cannot under any circumstances be modified or restricted, it shall be
excised from the Agreement without affecting the validity or enforceability of
any of the remaining provisions. The parties agree that any such modification,
restriction or excision may be accomplished by their mutual written agreement
or, alternatively, by disposition of a court or other tribunal.


 


20.           Entire
Agreement/Integration. This Agreement constitutes the sole and entire
agreement between Executive and the Company with respect to the subjects
addressed in it, and supersedes all prior or contemporaneous agreements,
understandings, and representations, oral and written, with respect to those
subjects.


 


21.           No
Waiver By the Company. No waiver, modification or amendment of any of the
provisions of this Agreement shall be valid and enforceable unless in writing
and executed by Executive and the Company’s Chief Executive Officer or other
authorized officer of the Company.


 


22.           Successors
and Assigns. This Agreement shall be binding upon, and shall inure to the benefit
of, Executive and Executive’s personal and legal representatives, heirs,
devisees, executors, successors and assigns, and the Company and its successors
and assigns.


 


23.           Choice
of Law. This Agreement and any amendments hereto shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard
to conflicts of law principles.


 


	
  COMPANY:

  	
   

  	
  EMPLOYEE:

  
	
  QUIXOTE CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
  {Insert Name}

  
						



 


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