Form of Restricted Stock Award Agreement for executive officers and other employees under Registrants 2016 Long

EX-10.2 4 exhibit102.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR EXECUTIVE OFFICERS AND OTHER EMPLOYEES exhibit102

 
1 
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.

 
 
 
2 
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: 
 
Michael F. Barry 
 
 
 
 
Grantee represents that Grantee is familiar with the terms and provisions of the Plan, and hereby accepts this Award 
subject to 
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. 
 
 
 
 
 
By: 
 
First Name Last Name 
 
 