Form of Restricted Stock Award Agreement for non-employee directors under Registrants 2016 Long-Term
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EX-10.1 2 exhibit101.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS exhibit101 
QUAKER HOUGHTON By: Robert T. Traub Grantee represents that Grantee is familiar with the terms and provisions of the Plan, and hereby accepts this Award subject to By: First Name Last Name
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EXHIBIT 10.1
RESTRICTED STOCK AWARD
Pursuant to the current compensation structure for a member of the Board of Directors of Quaker Houghton (the “Board”), First Name
Last Name (the “Grantee”), is hereby issued shares of $1.00 par value Common Stock of Quaker Houghton (the “Company”) as a
Restricted Stock Award (the “Award”) under the Quaker Houghton 2016 Long-Term Performance Incentive Plan (the “Plan”)
representing a $110,000.00 equity award calculated as of MM DD, YYYY (the “Effective Date”) at $XXX.XX per share. This Award
is subject to Grantee’s acceptance of the terms and conditions of this Award set forth in this agreement (the “Agreement”).
Except as provided herein and in the Plan, shares of Restricted Stock subject to this Award will vest in a single installment on the earlier
of (i) MM DD, YYYY or (ii), if Grantee’s retirement date is the date of the Company’s annual meeting in the next service year (and
Grantee is not up for re-election to serve a new term on the Board), the day before the date of the Company’s annual meeting in that
year.
The terms and conditions of this Award are governed by this Agreement and the Plan. Unless otherwise defined herein, terms used in
this Agreement have the meanings assigned to them in the Plan. In the event of any inconsistency between the terms of this Agreement
and the terms of the Plan, the terms of the Plan shall govern.
1.
As soon as practicable after the Effective Date of this Award, the Company will transfer the number of shares of Common Stock
designated in this Award into a book entry account, opened in Grantee’s name with the Company’s transfer agent.
2.
Shares of Restricted Stock transferred under paragraph 1 are subject to certain restrictions for so long as such shares remain unvested
and subject to a risk of forfeiture. Shares of Restricted Stock that have not fully vested under the vesting provisions described
herein, notwithstanding Grantee’s right to vote such stock and receive dividends thereon, may not be sold, assigned, transferred,
exchanged, pledged, hypothecated or otherwise encumbered. Grantee may, however, grant to another person a revocable proxy to
vote unvested shares of Restricted Stock at a Company stockholders’ meeting.
3.
Grantee (or Grantee’s beneficiary) will have full voting rights with respect to shares of Restricted Stock granted pursuant to this
Award.
4.
Grantee will be entitled to receive cash dividends on shares of Restricted Stock payable to shareholders of record after the Effective
Date (unless and until such Restricted Stock is forfeited). Cash dividends paid on unvested shares of Restricted Stock will be treated
as ordinary compensation and are subject to withholding. Any stock dividends (or other non-cash dividends) on shares of Restricted
Stock will be subject to the same restrictions as the Restricted Stock.
5.
Under the Plan, unvested shares of Restricted Stock will be forfeited in the event Grantee’s Board directorship ends prior to the
completion of the vesting period, unless such termination is due to (i) death, (ii) Total Disability or (iii) retirement after attaining
the retirement age under the Board’s retirement policy.
6.
Shares of Restricted Stock that are no longer subject to forfeiture, will be deposited to Grantee’s stock plan account with the
Company’s third-party administrator as soon as practicable after the date on which they irrevocably vest. Upon the vesting of shares
of Restricted Stock, the prohibition against the sale or transfer of such shares will be lifted and such shares may be treated as any
other shares of Common Stock of the Company, subject to any restrictions on transfer that may be applicable under Federal
securities laws or the Company’s Insider Trading Policy.
7.
Nothing in the Plan or this Agreement will be construed as creating any right in the Grantee to continued employment or service,
or as altering or amending the existing terms and conditions of the Grantee’s employment or service.
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA ###-###-####
T: 610 ###-###-####
quakerhoughton.com.
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8.
All notices required to be given hereunder shall be mailed by registered or certified mail to the Company to the attention of its
Secretary, at 901 E. Hector Street, Conshohocken, Pennsylvania 19428, and to Grantee at Grantee’s address as it appears on the
Company’s books and records unless either of said parties has duly notified the other in writing of a change in address.
9.
To the extent not preempted by Federal law, this Agreement shall be construed, administered and governed in all respects under
and by the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws principles.
10.
This Agreement contains all the understandings between the parties hereto pertaining to the matter referred to herein, and supersedes
all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. Grantee represents
that, in executing this Agreement, Grantee has not relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter of this Agreement.
the terms and provisions of the Plan insofar as they relate to Restricted Stock granted thereunder. Grantee agrees hereby to accept as
binding, conclusive, and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Grant.
Grantee authorizes the Company to withhold in accordance with applicable law from any compensation payable to Grantee any taxes
required to be withheld by Federal, state, or local law as a result of the vesting of this Award . Grantee represents that, in executing this
Agreement, Grantee has not relied upon any representation or statement not set forth herein made by the Company with regard to the
subject matter of this Agreement.
