Form of Non-Qualified Stock Option Award Agreement for executive officers and other employees under Registrants
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EX-10.4 8 exhibit104.htm FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR EXECUTIVE OFFICERS AND OTHER EMPLOYEES exhibit104 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 By: First Name Last Name
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EXHIBIT 10.4
NON-QUALIFIED STOCK OPTION AWARD
A Non-Qualified 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 thereunder.
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 :
Non-Qualified Stock Options
Exercisable on or After
X,XXX
VESTING DATE 1
X,XXX
VESTING DATE 2
X,XXX
VESTING DATE 3
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.
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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, 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.
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.
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.