Form of Incentive Stock Option Award Agreement for executive officers and other employees under Registrants 2016

Contract Categories: Human Resources - Bonus & Incentive Agreements
EX-10.3 6 exhibit103.htm FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT FOR EXECUTIVE OFFICERS AND OTHER EMPLOYEES exhibit103
 
 
 
 
1
Exhibit 10.3
INCENTIVE STOCK OPTION AWARD
An Incentive Stock Option (the
 
“Option”) for a total of
 
XXX shares of $1.00 par
 
value per share Common Stock
 
(the “Stock”) of Quaker
Chemical Corporation,
 
also known as Quaker Houghton,
 
a Pennsylvania corporation (the “Company”), is hereby granted
 
as of MM DD,
YEAR (the “Grant Date”) to First Name Last Name (the “Optionee”), subject to the terms and provisions
 
of the Quaker Houghton 2016
Long-Term
 
Performance Incentive Plan
 
(the “Plan”) insofar
 
as the same
 
are applicable to
 
Options granted there
 
under. The
 
terms and
provisions of the Plan are incorporated herein by reference.
 
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.
 
The Option Price as determined by the
 
Compensation
 
and Human Resources Committee (the “Committee”) which has
 
the authority
for administering the
 
Plan for the
 
Company is $XXX.XX
 
per share, having
 
been determined pursuant
 
to Section 3.2
 
of the Plan,
which is equal to 100% of the Fair Market Value
 
(as defined in the Plan) of the Stock on the Grant Date.
 
 
2.
 
Subject to the
 
provisions of Paragraphs
 
3 and 4
 
hereof, the Option
 
may be exercised
 
in whole at any
 
time or in part
 
from time to
time on or after the
 
date the Option, or any
 
portion thereof, first becomes exercisable.
 
The Option terminates on
 
the earlier of the
date when fully exercised under the provisions of the Plan, the date fixed pursuant to Section 3.7(a), 3.7(b), or 3.7(c) of the Plan, or
DATE
 
.
 
3.
 
The Option may
 
not be exercised
 
if the issuance
 
of the Stock
 
upon such exercise
 
would constitute a
 
violation of any
 
applicable
Federal or state securities or other law or valid regulation.
 
Further, exercise of an Option
 
granted pursuant to this Agreement shall
be under and subject to Paragraph 3.4 of the Plan.
 
 
4.
 
The Option shall be exercisable in consecutive and near
 
equal installments in accordance with the following Schedule:
 
 
Incentive Stock Options
Exercisable on or After
XXX
VESTING DATE
 
Notwithstanding any provision to
 
the contrary, following
 
termination of Optionee’s
 
employment by the Company
 
or a Subsidiary
of the Company for any reason not
 
specified in Sections 3.7(a) or (b) of the Plan,
 
the Option shall not be or become exercisable
 
as
to any shares other than those shares as to which the Option shall have been exercisable in accordance with the preceding Schedule
on the date of such termination.
 
 
5.
 
The Option may
 
not be transferred
 
in any manner
 
other than by
 
will or the
 
laws of descent
 
or distribution and
 
may be exercised
during the lifetime of the Optionee
 
only by the Optionee,
 
pursuant to the terms of the
 
Plan.
 
The terms of the Option shall
 
be binding
upon the executors, administrators, heirs, successors, and
 
assigns of the Optionee.
 
 
6.
 
The Option may
 
be exercised in
 
accordance with such
 
procedures as the
 
Company may determine
 
,
 
through the Optionee’s
 
stock
plan account with the Plan’s third-party administrator.
 
The Optionee may exercise the Option by logging in to the Optionee’s stock
plan account at
https://shareworks.solium.com
. The Company
 
reserves the right
 
to change the
 
means of exercising
 
options or the
third-party administrator
 
at any time.
 
The third-party administrator,
 
on behalf of
 
the Company,
 
shall be
 
entitled to withhold
 
(or
secure payment from the Optionee in
 
lieu of withholding) the amount
 
of any withholding or other
 
tax required by law to
 
be withheld
or paid by the Company with respect to the Option
 
exercise.
 
7.
 
Optionee shall have
 
none of the rights
 
of a shareholder
 
with respect to any
 
shares of Stock subject
 
to the Option, except
 
as to the
shares with respect to
 
which Optionee has validly
 
exercised the Option granted
 
herein and tendered to
 
the Company the full price
therefor.
 
 
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA ###-###-####
T: 610 ###-###-####
quakerhoughton.com.
 
 
 
2
8.
 
Nothing in the Plan or this Agreement
 
will be construed as creating any right in the
 
Optionee to continued employment or service,
or as altering or amending the existing terms and conditions
 
of the Optionee’s employment
 
or service.
 
9.
 
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 Optionee at Optionee’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.
 
10.
 
To the
 
extent not preempted
 
by Federal law,
 
this Agreement shall
 
be construed, admin
 
istered and governed
 
in all respects
 
under
and by the laws of the Commonwealth of Pennsylvania,
 
without giving effect to its conflict of laws principles.
 
11.
 
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.
 
You
 
represent
that, in
 
executing this
 
Agreement, you
 
have 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
 
 
Optionee represents that Optionee is familiar with
 
the terms and provisions of the Plan, and
 
hereby accepts the Option subject
to the terms and provisions of
 
the Plan insofar as they relate
 
to Options granted thereunder.
 
Optionee agrees hereby to accept as
 
binding,
conclusive, and final all decisions or
 
interpretations of the Committee upon
 
any questions arising under the
 
Plan or the Option.
 
Optionee
authorizes the Company to withhold in accordance with
 
applicable law from any compensation payable to Optionee
 
any taxes required
to be
 
withheld by
 
Federal, state,
 
or local
 
law as
 
a result
 
of the
 
exercise of
 
the Option.
 
Optionee represents
 
that, in
 
executing this
Agreement, Optionee 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.
 
 
OPTIONEE REPRESENTS
 
THAT,
 
AT THE
 
TIME THE
 
OPTION IS
 
GRANTED, OPTIONEE
 
DOES NOT
 
OWN
DIRECTLY OR INDIRECTLY (AS DETERMINED UNDER SECTION 424(d) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED), STOCK POSSESSING MORE THAN 10% OF
 
THE TOTAL COMBINED VOTING POWER OF ALL CLASSES
OF STOCK OF QUAKER CHEMICAL CORPORATION
 
OR ANY OF ITS SUBSIDIARIES.
 
 
 
 
By:
 
 
First Name Last Name