Form of Restricted Stock Award Agreement for executive officers and other employees under Registrants 2016 Long
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EX-10.2 4 exhibit102.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR EXECUTIVE OFFICERS AND OTHER EMPLOYEES exhibit102 
Michael F. Barry 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 10.2
RESTRICTED STOCK AWARD
The Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of Quaker Houghton (“the
Company”) has approved the award (the “Award”) to First Name Last Name (the “Grantee”), of XXX shares of $1.00 par value Common
Stock of the Company as a Restricted Stock Award under the Quaker Houghton 2016 Long -Term Performance Incentive Plan (the
“Plan”). Subject to Grantee’s acceptance of the terms and conditions of this Award set forth in this agreement (the “Agreement”), this
Award is effective as of MM DD, YYYY (the “Effective Date”).
Except as provided herein and in the Plan, shares of Restricted Stock subject to this Award will vest in a single installment on MM DD,
YYYY (the “Vesting Date”) (the period from the Effective Date to the Vesting Date, the “Restriction Period”).
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, hypoth ecated 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 immediately after Grantee’s Termination of Service
with the Company and its subsidiaries, unless such termination is due to death or Total Disability or on or after attainment
of age 60, in which case the restrictions will lapse on the date of termination on a pro rata basis (based on the number of
full months of active service with the Company or a subsidiary during the Restriction Period over the total number of full
months in the Restriction Period). Restrictions will also lapse prior to the vesting date set forth abo ve upon a Change in
Control which occurs before Grantee’s Termination of Service.
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA ###-###-####
T: 610 ###-###-####
quakerhoughton.com.
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6.
Subject to satisfaction of any tax withholding obligation as described below, shares of Restricted Stock that are no longer
subject to forfeiture will be deposited to Grantee’s stock plan account with the Plan’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 owned by Grantee, subject to the Company’s stock ownership guidelines and any restrictions on
transfer that may be applicable under Federal securities laws or the Company’s Insider Trading Policy. Delivery of such
shares of Restricted Stock to Grantee or to Grantee’s beneficiary upon vesting will be subject to withholding by the Plan’s
third-party administrator of amounts sufficient to cover the applicable withholding obligations, unless Grantee elects to
make a payment to the Company or to the Plan’s third-party administrator. In the event that any required tax withholding
upon the settlement of such Awards exceeds Grantee’s other compensation due from the Company, Grantee agrees to remit
to the Company, as a condition to the settlement of such Awards, such additional amounts in cash as are necessary to
satisfy such required withholding. Any and all withholding obligations may be settled with shares of Common Stock.
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.
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.
QUAKER HOUGHTON
BY:
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.
