Exhibit
10.2


 


EXECUTION
COPY


 


STANDSTILL
AGREEMENT


 


This
Standstill Agreement dated December 10, 2003, between Quixote Corporation,
a Delaware corporation (the “Company”) and Peek Corporation, a Delaware corporation
(the “Stockholder”).


 


The
Stockholder currently owns an aggregate of 180,723 shares of the $0.01-2/3 par value Common Stock (such class
of common stock being referred to herein as “Common Stock”) of the Company,
consisting of the Escrowed Shares and the RRA Shares.  For purposes of this Agreement,


 


“Voting Securities” shall mean all classes of capital stock of
the Company which are then entitled to vote generally in the election of
directors;


 


“Escrowed Shares” shall mean those 150,603 shares of Voting
Securities owned by the Stockholder or Related Parties (as defined below) and
subject to the Escrow Agreement dated December 10, 2003 by and among
Vision Acquisition Corporation, a subsidiary of the Company, Peek Traffic
Systems, Inc. and Peek Traffic, Inc., subsidiaries of the Stockholder, and the named
Escrow Agent (the “Escrow Agreement”);
and


 


“RRA Shares” shall mean those 30,120 shares of Voting
Securities owned by the Stockholder or Related Parties and subject to the
Registration Rights Agreement dated December 10, 2003 between the Company
and the Stockholder (the “Registration Rights Agreement”).


 


NOW
THEREFORE, in order to provide a constructive and mutually beneficial
relationship between the Stockholder and the Company, the parties agree as
follows:


 


1.             Term
of Agreement.


 


Except as
otherwise expressly provided herein, the respective covenants and agreements of
the Stockholder and the Company contained in this Agreement will continue in
full force and effect for a period of three (3) years, commencing on the date
hereof.


 


2.             Covenants
of the Stockholder.


 


Prior to the termination of this
Agreement and subject to the further provisions hereof:


 


(a)           None of the Stockholder, any of its
stockholders or any persons controlled by or controlling the Stockholder or its
stockholders (collectively, the “Related Parties”), will, directly or indirectly,
acquire any Voting Securities (except by way of stock dividends or other
distributions or offerings made available to holders of Voting Securities
generally) if the effect of such acquisition would be to increase the aggregate
voting power in the


 

















 


election of directors of all Voting
Securities then owned by the Stockholder and the Related Parties to greater
than five percent (5%) of such
total combined voting power of all the Voting Securities then outstanding;
provided that:


 


(i)            the
Stockholder and the Related Parties may acquire Voting Securities without
regard to the foregoing limitation if any of the following events shall
occur:  (A) a tender or exchange offer
is made by any person or 13D Group (as hereinafter defined) (other than an
affiliate of, or any person acting in concert with, the Stockholder or the
Related Parties) to acquire Voting Securities which, if added to the Voting
Securities (if any) already owned by such person or 13D Group, would represent
more than 15% of the total
combined voting power of all Voting Securities then outstanding, (B) it is
publicly disclosed or the Stockholder otherwise learns that Voting Securities
representing more than 15% of
the total combined voting power of all Voting Securities then outstanding have
been acquired subsequent to December 10,
2003, or are proposed (in a public announcement or filing) to be
acquired subsequent to such date by any person or 13D Group (other than an
affiliate of, or any person acting in concert with, the Stockholder or the
Related Parties), or (C) any person or 13D Group (not including the Stockholder
or the Related Parties or any affiliates thereof) shall beneficially own Voting
Securities representing a percentage of the total combined voting power of all
outstanding Voting Securities which exceeds the greater of (x) 15% or (y) the largest percentage of
such total combined voting power represented by all Voting Securities owned at
any time by the Stockholder or the Related Parties, and would be required
(under rules and regulations in effect on the date hereof) to file a statement
on Schedule 13D with the Securities and Exchange Commission reporting
beneficial ownership of such Voting Securities.  As used herein, the term “13D Group” shall mean any group of persons
formed for the purpose of acquiring, holding, voting or disposing of Voting
Securities which would be required under Section 13(d) of the Exchange Act
and the rules and regulations thereunder (as now in effect and based on present
legal interpretations thereof) to file a statement on Schedule 13D with
the Securities and Exchange Commission as a “person” within the meaning of
Section 13(d)(3) of the Exchange Act if such group beneficially owned
Voting Securities representing more than 5% of the total combined voting power
of all Voting Securities then outstanding; and


 


(ii)           none
of the Stockholder or the Related Parties shall be obligated to dispose of any
Voting Securities if the aggregate percentage ownership of the Stockholder and
the Related Parties is increased as a result of a recapitalization of the
Company or any other action taken by the Company or its affiliates other than
the Stockholder or the Related Parties.


 


Within five (5) business days of any
acquisition or disposition of any Voting Securities, Stockholder and Related
Parties shall advise the Company of the number of Voting Securities acquired or
disposed of.


 


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(b)           None of the Stockholder or the Related Parties
shall deposit any Voting Securities in a voting trust or subject any Voting
Securities to any arrangement or agreement with respect to the voting of such
Voting Securities other than this Agreement.


 


(c)           None of the Stockholder or the Related
Parties shall (i) initiate, propose, encourage or participate (other than by
giving a proxy or consenting in a manner consistent with its obligations under
this Agreement), or otherwise act as a “participant”, in any “solicitation” or “proxies” (as such
terms are defined in SEC Regulation 14A), including action by written consent,
(ii) become a “participant”
in any “election
contest” (as such terms are defined or used in SEC Rule 14a-11)
with respect to the Company, nominate any person for election as a director, or
seek to advise, encourage or influence any person with respect to the voting of
any Voting Securities or soliciting proxies for the election of such person, or
(iii) initiate, propose or otherwise solicit or participate in the solicitation
of any stockholder for the approval of one or more stockholder proposals with
respect to the Company (as described under SEC Rule 14a-8) or encourage any
other person to initiate any stockholder proposal relating to the Company, or
(iv) otherwise seek to influence or control the management or policies of the
Company.


 


(d)           None of the Stockholder or the Related
Parties shall join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person, for the purpose of
acquiring, holding, voting or disposing of Voting Securities, or otherwise
become a “person”
within the mean of Section 13(d)(3) of the Exchange Act (in each case
other than solely as the Related Parties).


 


(e)           During the term of this Agreement, the
Stockholder and the Related Parties agree to refrain from selling, disposing
of, or making any other arrangement to sell or dispose of any Voting Securities
held during such period by the Stockholder and any Related Parties; provided
however that the Stockholder and Related Parties may sell or otherwise dispose
of the RRA Shares pursuant to an effective Shelf Registration Statement or
Subsequent Registration Statement (as those terms are defined in the
Registration Rights Agreement).


 


3.             Voting by the Stockholder.


 


(a)           The Stockholder shall vote the total number
of Voting Securities or shares of any other class of capital stock of the
Company entitled to vote generally on matters submitted to a vote of the
Company’s stockholders that the Stockholder beneficially owns (whether now
owned or hereafter acquired) and to which the Stockholder is entitled to vote
in accordance with the provisions of this Section 3.


 


(b)           The Stockholder shall take such
action as may be required so that all Voting Securities owned by the
Stockholder or the Related Parties are voted for nominees to the Board of
Directors as nominated by the Company and, unless the Company otherwise
consents in writing, as directed by the Company for all other matters to be
voted on by the


 


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holders of Voting Securities.  The Stockholder and the Related Parties, as
holders of Voting Securities, shall be present, in person or by proxy, at all
meetings of stockholders of the Company so that all Voting Securities owned
directly or beneficially by the Stockholder and the Related Parties may be
counted for the purpose of determining the presence of a quorum at such
meetings.


 


(c)           (i)            To effectuate the voting requirements set
forth in this Section 3, the Stockholder agrees that it shall vote, and
shall cause the Related Parties to vote, on all matters submitted to the vote
of holders of Voting Securities using a special form of proxy to be furnished
by the Company pursuant to which the Stockholder and the Related Parties shall
give written instructions that Voting Shares held directly or beneficially by
the Stockholder or the Related Parties shall be voted in accordance with the
applicable provisions of this Section 3. 
Stockholder and Related Parties shall provide the Company with evidence
of their compliance with this Section 3.


 


(ii)           The Stockholder shall deliver to the
Company, prior to any vote by the holders of Voting Securities, a report
indicating the number of shares owned by the Stockholder and the Related
Parties if the number of shares has changed from the amount reported in the
most recent Schedule 13D or 13G filed by the Stockholder or filed on its
behalf or on behalf of the Related Parties.


 


4.             Miscellaneous.


 


(a)           The Stockholder and the Related Parties, on
the one hand, and the Company, on the other, acknowledge and agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state thereof having jurisdiction, in addition to any other remedy to
which they may be entitled at law or equity.


 


(b)           If any provision of this Agreement is in
violation of any statute, rule, regulation, order or decree of any governmental
authority, court or agency, or subjects the Stockholder or the Related Parties
to governmental regulation to which it is not now subject, which violation or
regulation would have a material adverse impact on the Stockholder or the
Related Parties taken as a whole, then the Stockholder or the Related Parties
shall be relieved of its obligations under such provision to the minimum extent
necessary to cure such violation or eliminate the applicability of such
regulation; provided that this subparagraph shall not apply to any such
violation or regulation resulting in part from activities of the Stockholder or
the Related Parties other than its ownership of Voting Securities and the
consummation of the transactions contemplated by this Agreement; and provided
further that in the event the Stockholder or the Related Parties is relieved of
his or


 


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its obligations under any provision of this
Agreement pursuant to this subparagraph, the Company may terminate this
Agreement as to that party, in its sole discretion.


 


(c)           All Voting Securities owned by the
Stockholder or by the Related Parties shall bear the following legend on
certificates representing such Voting Securities, and the Stockholder
individually or the Related Parties shall present or cause to be presented
promptly all certificates representing Voting Certificates now owned or
hereafter acquired by the Stockholder or the Related Parties, for the placement
thereon of the following legend, which will remain thereon as long as such
Voting Securities are subject to the restrictions contained in this Agreement:


 


The
securities represented by this certificate are subject to the provisions of an
Agreement dated December        , 2003,
between Quixote Corporation and Peek Corporation and may not be sold or transferred
except in accordance therewith.  A copy
of said Agreement is on file at the executive office of Quixote Corporation.


 


Upon prior written notice to the Stockholder,
the Company may enter a stop transfer order with the transfer agent or agents
of Voting Securities against the transfer of Voting Securities except in
compliance with the requirements of this Agreement.  The Company agrees to remove promptly and stop transfer order
with respect to, and issue promptly unlegended certificates in substitution
for, certificate for any Voting Securities that are no longer subject to the
restrictions contained in this Agreement.


 


(d)           As used herein, the term “affiliate” shall
have the meaning set forth in Rule 12b-2 under the Exchange Act and the term “person” shall mean
any individual, partnership, corporation, trust or other entity.


 


(e)           This Agreement contains the entire
understanding of the parties with respect to the transactions contemplated
hereby and this Agreement may be amended only by an agreement in writing
executed by the parties hereto.


 


(f)            Descriptive headings are for convenience
only and shall not control or affect the meaning or construction of any
provision of this Agreement.


 


(g)           For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties hereto
and each such executed counterpart shall be, and shall be deemed to be, an
original instrument.


 


(h)           All notices, requests, payments,
instructions, or other documents to be given hereunder shall be in writing, and
shall be deemed to have been duly given if (i) delivered personally (effective
upon delivery), (ii) mailed by registered or certified mail, return receipt
requested, postage prepaid (effective five business days after dispatch), (iii)
sent by a reputable, established courier service that guarantees next business
day delivery (effective


 


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the next business day), or (iv) sent by
facsimile, followed within 24 hours by confirmation by one of the foregoing
methods (effective upon the first business day after receipt of the facsimile
in complete, readable form).  Notices to
each party shall be addressed as set forth below (or to such other address as
the recipient party may have furnished to the sending party for the purpose
pursuant to this Paragraph 4(h)).


 


If to
Company:


 


Quixote
Corporation


One East
Wacker Drive


Chicago,
Illinois  60601


Facsimile
No.: (312) 467-0197


Attention:  Leslie J. Jezuit


 


With a copy
to:


 


Holland
& Knight LLC


131 S.
Dearborn Street, 30th Floor


Chicago,
Illinois 60603


Facsimile
No.: (312) 578-6666


Attention:  Anne Hamblin Schiave


 


If to
Stockholder:


 


Peek
Corporation


2511
Corporate Way


Palmetto,
FL  34221


Attn: Andy
Roake, CEO


Facsimile:
941-365-0837


 


With a copy
(which shall not constitute notice) to:


 


Allen &
Overy


1221 Avenue
of the Americas


New York,
NY 10020


Attn:  Hugh McDonald


Facsimile:  212-610-6399


 


or at such other address as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a
place for the service of notice.


 


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(i)            This Agreement shall be governed by,
construed in accordance with, and enforced under the substantive laws of the
State of Illinois without giving effect to any choice or conflict of law
provision or rule (whether of the State of Illinois or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Illinois.


 


(j)            Any legal action, suit or proceeding arising
out of or relating to this Guaranty or the transactions contemplated hereby
shall be instituted exclusively in the courts of the State of Illinois, located
in the City of Chicago or, provided subject matter jurisdiction exists, in the
United States Federal Court for the Northern District of Illinois, located in
Chicago, Illinois, and each party hereto agrees not to assert as a defense in
any such action, suit or proceeding, any claim that it is not subject
personally to the jurisdiction of such courts, that its property is exempt or
immune from attachment or execution, that the action, suit or proceeding is
brought in an inconvenient forum, that the venue of the action, suit or
proceeding is improper or that this Agreement or the subject matter hereof may
not be enforced in or by such court. 
Each party further irrevocably submits to the exclusive jurisdiction of
such courts in any such action, suit or proceeding.


 


(k)           From and after the termination of this
Agreement, the covenants of the Parties set forth herein shall be of no further
force or effect and the Parties shall be under no further obligation with
respect thereto.


 


(l)            This Agreement shall become effective as of
the date first written above.


 


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IN WITNESS WHEREOF, the
Stockholder and the Company have caused this Agreement to be duly executed by
their respective officers, each of whom is duly authorized, all as of the day
and year first above written.


 


	
   

  	
  QUIXOTE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ LESLIE JEZUIT

  	
   

  
	
   

  	
  Name:  LESLIE
  JEZUIT

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
  PEEK CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ ANDREW ROAKE

  	
   

  
	
   

  	
  Name:  ANDREW ROAKE

  
	
   

  	
  Title:  Director

  



 


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