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

Contract Categories: Business Finance - Stock Agreements
The Compensation
and Human
Resources Committee
(the “Committee”)
of the
Board of
Directors of
Quaker Houghton
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
Subject to Grantee’s
acceptance of the terms and conditions
of this Award
set forth in this agreement (the
“Agreement”), this
is effective as of MM DD, YYYY (the “Effective
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.
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
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
another person a revocable proxy
to vote unvested shares of Restricted Stock at
a Company stockholders’ meeting.
Grantee (or Grantee’s
beneficiary) will have full voting
rights with respect to shares of
Restricted Stock granted pursuant
to this Award.
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
dividends) on shares of Restricted Stock will be
subject to the same restrictions as the Restricted Stock.
Under the Plan, unvested shares
of Restricted Stock will be forfeited
immediately after Grantee’s
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
Restrictions will also lapse
prior to the vesting
date set forth abo
ve upon a Change
Control which occurs before Grantee’s
of Service.
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA ###-###-####
T: 610 ###-###-####
Subject to satisfaction of any tax withholding
obligation as described below,
shares of Restricted Stock that are no
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
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
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
unless Grantee elects
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
exceeds Grantee’s other compensation due from the
Company, Grantee agrees
to remit
to the Company,
as a condition
to the settlement
of such
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.
Nothing in the Plan or
this Agreement will be construed
as creating any right in
the Grantee to continued
employment or
or as altering or amending the existing
terms and conditions of the Grantee’s
employment or service.
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.
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.
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
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.
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
subject matter of this Agreement.
First Name Last Name