Memorandum of Employment by and between the Registrant and Shane Hostetter dated and effective April 19, 2021

Contract Categories: Human Resources - Employment Agreements
EX-10.1 2 exhibit101.htm EMPLOYMENT AGREEMENT - S. HOSTETTER exhibit101
April 19, 2021
Shane W.
[ Redacted ]
The parties
to this
Memorandum of
Employment (“Agreement”)
Shane W.
Quaker Chemical
, a Pennsylvania corporation, doing business as Quaker Houghton
(“Quaker Houghton” or the “Company”).
are appointed Quaker Houghton’s
Senior Vice President
and Chief Financial Officer
effective as of the
date listed above
and Quaker Houghton wishes to enter into this Agreement
containing certain covenants in connection with this appointment.
in consideration
of the
mutual promises
and covenants
herein contained
and intending
to be
bound hereby the parties hereto agree as follows:
Quaker Houghton
agrees to
employ you
and you
agree to
serve as
Quaker Houghton’s
Vice President
and Chief
Financial Officer,
located at our Conshohocken, PA
shall perform all duties
consistent with such position as well
as any
other duties that are assigned
to you from time to time
by Quaker Houghton’s
Chief Executive Officer.
agree that during the term
of your employment
with Quaker Houghton
to devote your knowledge,
skill, and working time
solely and exclusively
to the business
and interests of
Quaker Houghton and
its subsidiaries. Any
and all prior
employment or other
agreements, with the
exception of the
19, 2021 Change of Control agreement, are hereby terminated
and have no further legal effect.
2. Compensation
base salary will be
determined from time to
time by the Compensation
and Human Resources Committee
of the Board
of Directors, in
consultation with the
Chief Executive Officer.
In addition, you
will be entitled to
participate, to the
extent eligible, in
any of Quaker Houghton’s
annual and long term
incentive plans, retirement savings plan
(401k plan), and will be
entitled to paid time
off, paid
holidays, and
medical, dental, and
other benefits as
are made
generally available
by Quaker
Houghton to
its full-time U.S.
3. Term
of Employment
employment with
Quaker Houghton
may be
terminated on
thirty (30)
days' written
notice by
either party,
with or
without cause or reason whatsoever.
Within thirty (30) days after termination
of your employment, you will be given an accounting
all monies
due you.
Notwithstanding the
foregoing, Quaker
Houghton has
the right
to terminate
your employment
upon less
thirty (30) days’ notice for Cause (as defined below).
4. Covenant
Not to Disclose
a. You
acknowledge that the
identity of Quaker
Houghton's (and any
of Quaker Houghton's
affiliates’) customers,
requirements of such customers,
pricing and payment
terms quoted and charged
to such customers, the
identity of Quaker Houghton's
suppliers and
terms of
supply (and
the suppliers
and related
terms of
supply of
any of
Quaker Houghton's
customers for
management services are being
provided), information concerning
the method and conduct of
Quaker Houghton's (and any
business such
as formulae,
formulation information,
application technology,
manufacturing information,
marketing information,
strategic and
marketing plans,
financial information,
financial statements
(audited and
unaudited), budgets,
corporate practices
procedures, research and
development efforts, and
laboratory test methods
and all of Quaker
Houghton's (and its
affiliates’) manuals,
documents, notes,
letters, records,
and computer
programs are
Quaker Houghton's
confidential information
Information") and
are Quaker Houghton’s
(and/or any
of its affiliates’,
as the case
may be)
sole and exclusive
that at no
time during or
following your employment
with Quaker Houghton
will you appropriate
for your own
use, divulge or
on, directly
or through
any other
individual or
entity or
to any
third party,
any Quaker
Houghton Confidential
Information. Upon
termination of your employment
with Quaker Houghton
and prior to final payment
of all monies due
to you under Section
2 or at any
other time
upon Quaker
Houghton's request,
you agree
to surrender
immediately to
Quaker Houghton
any and
all materials in
possession or control which include or contain any
Quaker Houghton Confidential Information.
b. You
acknowledge that,
by this Section
4(b), you
have been
notified in
accordance with
the Defend
Trade Secrets
Act that, notwithstanding the foregoing:
will not be
held criminally or
civilly liable under
any federal or
state trade secret
law or this
Agreement for the disclosure
of Confidential Information that:
(A) you make (1)
in confidence to a
federal, state, or local government
official, either
directly or
indirectly, or
to your
attorney; and
(2) solely
for the
purpose of
reporting or
investigating a
violation of law; or (B) you make in a complaint or other
document that is filed under seal in a lawsuit or other proceeding.
If you file a lawsuit
for retaliation by Quaker
Houghton for reporting a
suspected violation of law,
you may disclose
Confidential Information
to your attorney
and use the
Confidential Information in
the court proceeding
if you: (A)
file any document containing Confidential
Information under seal and (B) do not disclose
Confidential Information, except pursuant
court order.
c. Additionally,
Quaker Houghton confirms
that nothing in
this Agreement is
intended to or
shall prevent, impede
interfere with
your right,
without prior
notice to
Quaker Houghton,
to provide
information to
the government,
participate in
government investigations, file a
court or administrative complaint,
testify in proceedings regarding
Quaker Houghton’s past
or future
conduct, or engage in any future activities protected
under any statute administered by any government agency.
5. Covenant
Not to Compete
In consideration of your new position with Quaker
Houghton and the training and Confidential Information
you are to receive
from Quaker
Houghton, you
agree that
during your
employment with
Quaker Houghton
and for
a period
of one (1)
year thereafter,
regardless of the reason for your termination, you will not:
a. directly
or indirectly,
together or separately
or with any
third party,
whether as an
employee, individual proprietor,
partner, stockholder,
officer, director,
or investor, or in a joint venture
or any other capacity whatsoever,
actively engage in business or
assist anyone or
any firm in
business as a manufacturer,
seller, or distributor
of specialty chemical
products which are
the same, like,
similar to, or which compete with Quaker Houghton’s
(or any of its affiliates’) products or services; and
b. directly
or indirectly
recruit, solicit
or encourage
any Quaker
Houghton (or
any of
its affiliates’)
employee or
otherwise induce such employee to leave Quaker
Houghton’s (or any
of its affiliates’) employ,
or to become an employee or otherwise
be associated with you or any firm, corporation, business, or
other entity with which you are or may become associated;
. solicit
or induce
any of
Quaker Houghton's suppliers
of products
and/or services
(or a
supplier of
products and/or
services of a customer
who is being provided
or solicited for the provision
of chemical management services
by Quaker Houghton) to
terminate or alter its contractual relationship with Quaker
Houghton (and/or any such customer).
The parties
consider these
restrictions reasonable,
including the
period of
time during
which the
restrictions are
However, if
any restriction
or the
period of
time specified
should be
found to
be unreasonable
in any
court proceeding,
then such
restriction shall be modified
or the period of time
shall be shortened as is
found to be reasonab
le so that the
foregoing covenant not to
compete may
be enforced.
agree that
in the event
of a breach
or threatened
breach by
you of
the provisions
of the restrictive
covenants contained in
Section 4 or in
this Section 5,
Quaker Houghton will
suffer irreparable harm,
and monetary damages
may not
be an
adequate remedy.
Therefore, if
any breach
occurs, or
is threatened,
in addition
to all
other remedies
available to
Houghton, at
law or
in equity,
Quaker Houghton
shall be
entitled as
a matter
of right
to specific
performance of
the covenants
contained herein by
way of temporary or
permanent injunctive relief.
In the event of
any breach of the
restrictive covenant contained
in this Section
5, the term
of the restrictive
covenant shall be
extended by a
period of time
equal to that
period beginning on
the date
such violation commenced and ending when the activities
constituting such violation cease.
6. Contractual
represent and warrant to Quaker Houghton
that: (a) there are no restrictions, agreements, or
understandings to which you
are a
party that
would prevent
or make
unlawful your
employment with
Quaker Houghton
and (b)
your employment
by Quaker
Houghton shall
not constitute
a breach of
any contract,
agreement, or
understanding, oral
or written, to
which you
are a party
or by
which you are
further represent that
you will not
use any trade
secret, proprietary or
otherwise confidential information
belonging to a prior employer or other third party in connection
with your employment with Quaker Houghton.
7. Inventions
All improvements,
modifications, formulations,
processes, discoveries
or inventions
("Inventions"), whether
or not
patentable, which
were originated,
conceived or
developed by
you solely
or jointly
with others (a)
during your
working hours
or at
Quaker Houghton’s
expense or
at Quaker
Houghton's premises
or at
a customer’s
premises or
(b) during
your employment
Quaker Houghton and
additionally for a
period of one
year thereafter,
and which relate
to (i) Quaker
Houghton’s business
or (ii) any
research, products,
processes, devices, or
machines under actual
or anticipated development
or investigation by
Quaker Houghton at
the earlier
of (i)
that time
or (ii)
as the
date of
termination of
employment, shall
be Quaker
Houghton’s sole
promptly disclose to Quaker
Houghton all Inventions that you
conceive or become aware of
at any time during your
employment with
Quaker Houghton and
shall keep complete,
accurate, and authentic
notes, data and
records of all
Inventions and of
all work done
you solely or jointly with
others, in the manner directed
by Quaker Houghton. You
hereby transfer and assign to
Quaker Houghton all
of your right,
title, and interest
in and to
any and all
Inventions which may
be conceived or
developed by
you solely or
jointly with
others during your
employment with Quaker
shall assist Quaker Houghton
in applying, obtaining,
and enforcing any
United States Letters
Patent and Foreign
Letters Patent on
any such Inventions
and to take
such other actions
as may be necessary
desirable to
protect Quaker
Houghton's interests
Upon request,
you shall
execute any
and all
applications, assignments,
other documents
that Quaker
Houghton deems
necessary and
desirable for
such purposes.
have attached
hereto a
list of
unpatented inventions
that you have
made or conceived
prior to your
employment with Quaker
Houghton, and it
is agreed that
inventions shall be excluded from the terms of this Agreement.
Quaker Houghton, in its sole
discretion, may terminate your
employment at any time and
for any reason, including
Cause (as
defined herein).
If you incur a
Separation from Service
by decision and
action of Quaker Houghton
for any reason
other than Cause,
death, or Disability (as defined below), Quaker Houghton
agrees to:
a. Provide
you with
reasonable outplacement
assistance, either
by providing
the services
in-kind, or
by reimbursing
reasonable expenses
actually incurred
by you in
connection with your
Separation from
The outplacement
services must be
provided during the
one-year period following
your Separation from Service.
If any expenses are
to be reimbursed, you
must request
the reimbursement within
eighteen months of
your Separation from
Service and reimbursement
will be made
within 30 days
of your
b. Pay
you one
year's severance
in twenty
-four semi-monthly
installments commencing
on the
Payment Date
continuing on
Quaker Houghton's
normal semi-monthly
payroll dates
each month
thereafter, each
of which
is equal
to your
monthly base salary
at the time
of your Separation
from Service, provided
you sign a
Release within 45
days of the
later of the
you receive
the Release
or your
Separation from
Service. Continuation
of medical
and dental
coverage’s will
be consistent
current Quaker Houghton severance program in place
at the time of termination.
“Separation from Service”
means your separation
from service with Quaker
Houghton and its affiliates
within the meaning
of Treas. Reg. §1.409A-1(h) or any
successor thereto.
means your
employment with
Quaker Houghton
has been
terminated by
reason of
(i) your
willful and
breach of
this Agreement
(after hav
ing received
notice thereof
and a
reasonable opportunity
to cure
or correct)
or the
policies, (ii) dishonesty,
fraud, willful malfeasance, gross
negligence, or other gross misconduct,
in each case relating to the
performance of your duties hereun
der which is materially injurious
to Quaker Houghton, or (iii)
conviction of or plea of guilty
or nolo
contendere to a felony.
“Payment Date”
means (x)
the 60th
day after
your Separation
from Service
or (y)
if you
are a
specified employee
defined in Treas.
Reg. §1.409A-1(i)) as
of the date
of your Separation
from Service, and
the severance described
in subsection (b)
deferred compensation subject
to section 409A of
the Code, the first business
day of the seventh
month following the month
in which
your Separation
from Service
If the
Payment Date
is described
in clause
(y), the
amount paid
on the
Payment Date
include all monthly
installments that would
have been paid
earlier had clause
(y) not been
applicable, plus interest
at the Wall
Journal Prime Rate
published in the
Wall Street
Journal on the
date of your
Separation from Service
(or the previous
business day if
such day
is not
a business
day), for
the period
from the
date payment
would have
been made
had clause
(y) not
been applicable
through the date payment is made.
means a release
(in a form
satisfactory to Quaker
Houghton) of any
and all claims against
Quaker Houghton and
all related parties
with respect to
all matters arising
out of your
employment with Quaker
Houghton, or the
termination thereof (other
than for claims for any entitlements under the
terms of this Agreement or any plans or programs of
Quaker Houghton under which you
have accrued a benefit) that Quaker Houghton
provides to you no later than ten days after your
Separation from Service.
If a release is
not provided to you within this time period, the severance
shall be paid even if you do not sign a release.
means total and permanent
disability as defined
in the long-term disability
plan maintained by
Houghton for employees
generally or,
if Quaker Houghton
does not maintain
such a plan, the
long-term disability plan
most recently
maintained by Quaker Houghton for employees generally.
9. Indemnification.
The Company
shall defend you
and hold you
harmless to
the fullest
extent permitted
by applicable
law in connection
any claim, action,
suit, investigation or
proceeding arising out
of or relating
to performance by
you of services
for, or
action of you,
director, officer
or employee
of the
Company or
any parent,
subsidiary or
affiliate of
the Company,
or of
any other
person or
enterprise at
the Company’s
request. Expenses
incurred by
you in
defending such
claim, action,
suit or
investigation or
proceeding shall
be paid
by the
Company in
advance of
the final
disposition thereof
upon the
receipt by
the Company
of an
undertaking by
or on
behalf of
you to
repay said
amount unless
it shall
ultimately be
determined that
you are
entitled to
indemnified hereunder;
provided, however,
that this
shall not
apply to
a nonderivative
action commenced
by the
Company against
10. Governing
The provisions of this Agreement shall be construed in
accordance with the laws of the Commonwealth of
Pennsylvania without reference to principles of conflicts of
11. Miscellaneous
This Agreement and
any Change in
Control Agreement to
which you are
a party,
constitute the entire
integrated agreement
concerning the subjects
covered herein.
In case any
provision of this
Agreement shall be
invalid, illegal, or
otherwise unenforceable,
the validity, legality,
and enforceability of the remaining provisions shall not
thereby be affected or impaired.
may not assign any
of your rights
or obligations under
this Agreement without
Quaker Houghton’s
prior written consent.
Quaker Houghton may
this Agreement
in its discretion,
including to
any affiliate
or upon
a sale
of assets
or equity,
merger or
other corporate
provided that Quaker
Houghton obtains the
assignee’s written
commitment to honor
the terms and
conditions contained herein.
Agreement shall be governed
by, and
construed in accordance with, the
laws of the Commonwealth
of Pennsylvania without regard
any conflict
of laws.
This Agreement
shall be
binding upon
you, your
heirs, executors,
and administrators
and shall
inure to
benefit of
Quaker Houghton
as well
as its
successors and
In the
event of
any overlap
in the
restrictions contained
including Sections 4 and/or 5
above, with similar restrictions contained
in any other agreement, such restrictions
shall be read together
so as to provide the broadest restriction possible.
the parties hereto have executed this Agreement the
day and year first above written.
/s/ Robert T. Traub
/s/ Michael F. Barry
Michael F. Barry
/s/ Victoria K. Gehris
/s/ Shane W.
Shane W.
Shane W. Hostetter
Base Salary:
salary will be
payable on a
bi-weekly basis at
an annualized rate
of $390,000.
will be eligible for your next salary increase in 2022.
Annual and Long-
Term Bonuses:
For your position, you are
eligible to participate in
the Annual Incentive Plan
(“AIP”) with target
and double target
award percentages
for 2021 under
the AIP of
60% and
120%, respectively,
of your
base salary,
dependent upon
Houghton’s financial
results and other objectives to be determined.
were eligible to
participate in the 2021
-2023 Long Term
Incentive Plan (LTIP)
at a
target level
award of
In consideration
of accepting
your new
you award will be increased by $200,000 for a total target
level award opportunity of
award for the 2021
-2023 performance period
includes an even
of time-based restricted stock, stock options, and target
performance stock units.
All incentive compensation
awards are made
at the Company’s
discretion, are
subject to change, and require the approval of the Compensation
Quaker Houghton offers
a Flexible Benefits Program
that is subject to
gives you the
opportunity to choose
from a variety of
options creating a
benefits package.
The following benefits
are currently part
of the program.
In each
of these
areas, you
are offered
a range of
options so you
may choose
the ones that
make the most sense for your personal situation.
Life & AD&D Insurance
Long-term Disability
Health Care and Dependent Care Flexible Spending
Accounts (FSAs)
Retirement Savings Plan (401k)
will be
eligible for
the amount
of PTO
days per
calendar year
based on
tenure with
Quaker Houghton
per the
Company’s PTO
In addition,
you will
continue to be
eligible to be
paid for regional
Unused PTO days
will not
roll over from
year to year
(other than a
maximum of 5
days in 2021
as previously
announced by the Company).