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

EX-10.5 10 exhibit105.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EXECUTIVE OFFICERS AND OTHER EMPLOYEES exhibit105

 
1 
EXHIBIT 10.5 
RESTRICTED STOCK UNIT 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 XX Restricted 
Stock Units (“RSUs”) 
under the Quaker 
Houghton 2016 Long-Term 
Performance Incentive Plan 
(the “Plan”). 
Each vested RSU 
entitles Grantee to 
receive 
one share of Common Stock of the 
Company on the Distribution Date. 
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, RSUs 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 RSUs will be 
credited to a 
separate account maintained 
by 
the Plan’s third-party administrator 
on Grantee’s behalf. 
2.
 
The RSUs may not be transferred in any manner other than 
by will or the laws of descent or distribution. 
3.
 
The RSUs are not actual shares of Common Stock, and do not 
have voting rights. 
4.
 
Grantee will receive dividend 
equivalents on RSUs. 
On each date that 
the Company pays a 
cash dividend on a 
share of Common 
Stock, the 
Company, 
through the 
Plan’s third 
-party administrator, 
will credit to 
Grantee’s account 
an additional 
number of 
RSUs equal to the total number of RSUs credited to Grantee’s 
account on such date, multiplied by the amount of the per share 
cash dividend, and divided by the Fair Market Value of a share of Common Stock on such date. RSUs credited pursuant to this 
paragraph will be subject to the same terms and conditions 
as the RSUs to which the dividend equivalent rights relate. 
5.
 
Under the Plan, 
unvested RSUs 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 
unvested RSUs will 
vest on the 
date of termi 
nation on a pro 
rata basis (based 
on the number 
of full months 
of active service 
with the Company 
or a subsidiary 
during the Vesting 
Period over the total 
number of full 
months in the 
Vesting 
Period). 
In 
the event of a 
Change in Control which 
occurs before 
Grantee’s Termination 
of Service, all unvested 
RSUs will fully vest 
as 
of the date of such Change in Control. 
6.
 
With respect to 
vested RSUs, a 
corresponding number of 
actual shares of Common 
Stock will be deposited 
into a stock plan 
account established under 
Grantee’s name 
by the Plan’s 
third-party administrator. 
The date of such 
transfer shall be referred 
to as the “Distribution Date.” 
 
7.
 
All distributions to Grantee or to 
Grantee’s beneficiary 
upon vesting of the RSUs hereunder 
will be subject to withholding by 
the Plan’s third-party administrator of amounts sufficient to cover the applicable withholding obligations. 
In the event that any 
required tax withholding upon the settlement of such RSUs exceeds your other compensation 
due from the Company, Grantee 
agrees to remit to 
the Company, 
as a condition to 
settlement of such RSUs, 
such additional amounts 
in cash as are 
necessary 
to satisfy the required withholding. 
Any and all withholding obligations may be settled with shares of 
Common Stock. 
 
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 
Grantee to 
continued employment 
or 
service, 
or as altering or amending the existing terms and conditions of 
the Grantee’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 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. 
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. 
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 
RSUs 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 
 
 