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
 
 
 
 
 
1
EXHIBIT 10.1
 
MEMORANDUM OF EMPLOYMENT
 
April 19, 2021
Shane W.
 
Hostetter
[ Redacted ]
 
 
The parties
 
to this
 
Memorandum of
 
Employment (“Agreement”)
 
are
Shane W.
 
Hostetter
and
Quaker Chemical
Corporation
, a Pennsylvania corporation, doing business as Quaker Houghton
 
(“Quaker Houghton” or the “Company”).
 
You
 
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.
 
 
NOW THEREFORE
 
in consideration
 
of the
 
mutual promises
 
and covenants
 
herein contained
 
and intending
 
to be
 
legally
bound hereby the parties hereto agree as follows:
 
1.
 
Duties
Quaker Houghton
 
agrees to
 
employ you
 
and you
 
agree to
 
serve as
 
Quaker Houghton’s
 
Senior
 
Vice President
 
and Chief
Financial Officer,
 
located at our Conshohocken, PA
 
facility.
 
You
 
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.
 
You
 
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
April
 
19, 2021 Change of Control agreement, are hereby terminated
 
and have no further legal effect.
 
2. Compensation
 
 
Your
 
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.
employees.
 
3. Term
 
of Employment
.
Your
 
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
 
of
all monies
 
due you.
 
Notwithstanding the
 
foregoing, Quaker
 
Houghton has
 
the right
 
to terminate
 
your employment
 
upon less
 
than
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,
 
the
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
 
which
management services are being
 
provided), information concerning
 
the method and conduct of
 
Quaker Houghton's (and any
 
affiliate’s)
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
 
and
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
 
("Confidential
Information") and
 
are Quaker Houghton’s
 
(and/or any
 
of its affiliates’,
 
as the case
 
may be)
 
sole and exclusive
 
property.
 
You
 
agree
that at no
 
time during or
 
following your employment
 
with Quaker Houghton
 
will you appropriate
 
for your own
 
use, divulge or
 
pass
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
 
your
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:
(i)
 
You
 
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
 
suspected
violation of law; or (B) you make in a complaint or other
 
document that is filed under seal in a lawsuit or other proceeding.
 
 
 
 
2
(ii)
 
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
 
to
court order.
 
c. Additionally,
 
Quaker Houghton confirms
 
that nothing in
 
this Agreement is
 
intended to or
 
shall prevent, impede
 
or
interfere with
 
your right,
 
without prior
 
notice to
 
Quaker Houghton,
 
to provide
 
information to
 
the government,
 
participate in
 
any
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;
 
and
. 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
 
effective.
 
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.
 
You
 
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
 
Quaker
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
 
Restrictions
 
You
 
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
 
bound.
 
You
 
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
 
with
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
 
property.
 
You
 
shall
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
 
by
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
 
Houghton.
 
You
 
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
 
or
desirable to
 
protect Quaker
 
Houghton's interests
 
therein.
 
Upon request,
 
you shall
 
execute any
 
and all
 
applications, assignments,
 
or
other documents
 
that Quaker
 
Houghton deems
 
necessary and
 
desirable for
 
such purposes.
 
You
 
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
 
those
inventions shall be excluded from the terms of this Agreement.
 
 
 
 
3
 
8.
 
Termination
 
 
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
 
Service.
 
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
request.
 
b. Pay
 
you one
 
year's severance
 
in twenty
 
-four semi-monthly
 
installments commencing
 
on the
 
Payment Date
 
and
continuing on
 
Quaker Houghton's
 
normal semi-monthly
 
payroll dates
 
each month
 
thereafter, each
 
of which
 
is equal
 
to your
 
semi-
monthly base salary
 
at the time
 
of your Separation
 
from Service, provided
 
you sign a
 
Release within 45
 
days of the
 
later of the
 
date
you receive
 
the Release
 
or your
 
Separation from
 
Service. Continuation
 
of medical
 
and dental
 
coverage’s will
 
be consistent
 
with
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.
 
“Cause”
 
means your
 
employment with
 
Quaker Houghton
 
has been
 
terminated by
 
reason of
 
(i) your
 
willful and
 
material
breach of
 
this Agreement
 
(after hav
 
ing received
 
notice thereof
 
and a
 
reasonable opportunity
 
to cure
 
or correct)
 
or the
 
Company’s
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
 
(as
defined in Treas.
 
Reg. §1.409A-1(i)) as
 
of the date
 
of your Separation
 
from Service, and
 
the severance described
 
in subsection (b)
 
is
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
 
occurs.
 
If the
 
Payment Date
 
is described
 
in clause
 
(y), the
 
amount paid
 
on the
 
Payment Date
 
shall
include all monthly
 
installments that would
 
have been paid
 
earlier had clause
 
(y) not been
 
applicable, plus interest
 
at the Wall
 
Street
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.
 
“Release”
 
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.
“Disability”
 
means total and permanent
 
disability as defined
 
in the long-term disability
 
plan maintained by
 
Quaker
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
 
with
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
 
criminal
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
 
be
indemnified hereunder;
 
provided, however,
 
that this
 
shall not
 
apply to
 
a nonderivative
 
action commenced
 
by the
 
Company against
you.
 
10. Governing
 
Law.
 
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
 
laws.
 
 
 
 
 
 
 
4
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.
 
You
 
may not assign any
of your rights
 
or obligations under
 
this Agreement without
 
Quaker Houghton’s
 
prior written consent.
 
Quaker Houghton may
 
assign
this Agreement
 
in its discretion,
 
including to
 
any affiliate
 
or upon
 
a sale
 
of assets
 
or equity,
 
merger or
 
other corporate
 
transaction;
provided that Quaker
 
Houghton obtains the
 
assignee’s written
 
commitment to honor
 
the terms and
 
conditions contained herein.
 
This
Agreement shall be governed
 
by, and
 
construed in accordance with, the
 
laws of the Commonwealth
 
of Pennsylvania without regard
 
to
any conflict
 
of laws.
 
This Agreement
 
shall be
 
binding upon
 
you, your
 
heirs, executors,
 
and administrators
 
and shall
 
inure to
 
the
benefit of
 
Quaker Houghton
 
as well
 
as its
 
successors and
 
assigns.
 
In the
 
event of
 
any overlap
 
in the
 
restrictions contained
 
herein,
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.
 
 
IN WITNESS WHEREOF,
 
the parties hereto have executed this Agreement the
 
day and year first above written.
 
WITNESS:
QUAKER CHEMICAL CORPORATION
 
DBA
QUAKER HOUGHTON
/s/ Robert T. Traub
/s/ Michael F. Barry
 
 
Michael F. Barry
WITNESS:
/s/ Victoria K. Gehris
/s/ Shane W.
 
Hostetter
 
 
Shane W.
 
Hostetter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
 
 
 
 
 
 
 
 
 
Shane W. Hostetter
ADDENDUM 1
 
Base Salary:
Your
 
salary will be
 
payable on a
 
bi-weekly basis at
 
an annualized rate
 
of $390,000.
 
You
 
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
 
Quaker
Houghton’s financial
 
results and other objectives to be determined.
You
 
were eligible to
 
participate in the 2021
 
-2023 Long Term
 
Incentive Plan (LTIP)
at a
 
target level
 
award of
 
$103,000.
 
In consideration
 
of accepting
 
your new
 
role,
you award will be increased by $200,000 for a total target
 
level award opportunity of
$303,000.
 
Your
 
award for the 2021
 
-2023 performance period
 
includes an even
 
mix
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
 
Committee.
Benefits:
Quaker Houghton offers
 
a Flexible Benefits Program
 
that is subject to
 
change.
 
This
gives you the
 
opportunity to choose
 
from a variety of
 
options creating a
 
customized
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.
●
 
Medical
●
 
Dental
●
 
Life & AD&D Insurance
●
 
Long-term Disability
●
 
Health Care and Dependent Care Flexible Spending
 
Accounts (FSAs)
●
 
Retirement Savings Plan (401k)
PTO/Holidays:
You
 
will be
 
eligible for
 
the amount
 
of PTO
 
days per
 
calendar year
 
based on
 
your
tenure with
 
Quaker Houghton
 
per the
 
Company’s PTO
 
Plan.
 
In addition,
 
you will
continue to be
 
eligible to be
 
paid for regional
 
holidays.
 
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).