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.
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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
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