Exhibit 10.2
SEVERANCE AND NON-COMPETITION AGREEMENT
THIS SEVERANCE AND NON-COMPETITION AGREEMENT, dated as of February 3, 2009 (the
"Agreement"), is by and between Quixote Corporation, a Delaware corporation
having its principal offices at 35 East Wacker Drive, Chicago, IL 60601
("Quixote"), and Bruce Reimer, an Executive of the Company ("Executive").
WHEREAS, the Executive is a key employee of Quixote who possesses valuable
proprietary knowledge of Quixote, its business and operations and the markets in
which Quixote competes; and
WHEREAS, the Board of Directors of Quixote (the "Board") has recognized and
continues to recognize that the Executive's contribution to the growth and
success of Quixote has been, and is expected to continue to be, substantial and
desires to assure Quixote of the Executive's continued employment by assuring
him of fair treatment if that relationship is terminated; and
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)
GOOD REASON.
"GOOD REASON" SHALL MEAN EITHER OF THE EVENTS
DESCRIBED IN (I) AND (II) OF THIS SUBSECTION 1(A) OCCURRING 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 QUIXOTE 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) QUIXOTE 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 HIS RESIGNATION IN WRITING TO QUIXOTE WITHIN FIFTEEN (15) DAYS AFTER END
OF THE CURE PERIOD:
(I)
THE EXECUTIVE'S BASE COMPENSATION AND FRINGE BENEFITS ARE
REDUCED, IN THE AGGREGATE, BY 20% OR MORE; OR
(II)
QUIXOTE FAILS TO OBTAIN THE ASSUMPTION OF THE OBLIGATION TO
PERFORM THIS AGREEMENT BY ANY SUCCESSOR AS CONTEMPLATED IN SECTION 12 HEREOF.
(B)
CAUSE.
QUIXOTE SHALL HAVE "CAUSE" TO TERMINATE THE EXECUTIVE'S
EMPLOYMENT UPON:
(I)
THE WILLFUL FAILURE BY THE EXECUTIVE TO SUBSTANTIALLY PERFORM
HIS 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 QUIXOTE OR ITS SUBSIDIARIES; OR
(III)
THE COMMISSION BY THE EXECUTIVE OF A CRIME WHICH IS A FELONY.
FOR THE PURPOSE OF THIS SUBSECTION (B), NO ACT, OR THE FAILURE TO ACT, ON THE
EXECUTIVE'S PART SHALL BE CONSIDERED "WILLFUL" UNLESS DONE, OR OMITTED TO BE
DONE, BY HIM NOT IN GOOD FAITH AND WITHOUT REASONABLE BELIEF THAT HIS ACTION OR
OMISSION WAS IN THE BEST INTEREST OF
QUIXOTE OR ITS SUBSIDIARIES.
(C)
DISABILITY.
AN EXECUTIVE'S "DISABILITY" SHALL OCCUR IF THE
EXECUTIVE IS ABSENT FROM HIS DUTIES AS AN EXECUTIVE OF QUIXOTE ON A FULL-TIME
BASIS FOR