Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrants
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Human Resources
- Bonus & Incentive Agreements
EX-10.6 12 exhibit106.htm FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT FOR EXECUTIVE OFFICERS AND OTHER EMPLOYEES exhibit106 Michael F. Barry Grantee represents that Grantee is familiar with the terms and provisions of the Plan, and hereby accepts this Award subject to
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EXHIBIT 10.6
PERFORMANCE STOCK UNIT AWARD
The Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of Quaker Houghton has approved
the award (the “Award”) to FIRST NAME LAST NAME (the “Grantee”) , of XXX performance stock units (PSUs) as of MM DD,
YEAR (the “Grant Date”), subject to achieving a pre-determined targeted performance based on the Company’s relative total shareholder
return (“TSR”) as compared to the TSR of the S&P Mid Cap 400 (Materials Group) over the three-year period from January 1, 2022 to
December 31, 202 4 under the Quaker Houghton 2016 Long -Term Performance Incentive Plan (the “Plan”). This Award is subject to
your acceptance of the terms and conditions of this Award set forth in this agreement (the “Agreement”). The level of payment can
range from 0% to 200% (the “achievement percentage”) of the Target PSU award depending on our TSR performance.
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.
PSUs will be paid in the calendar year following the end of the performance period. The number of shares of Quaker
Houghton that will be paid under the PSU award will be equal to (i) the achievement percentage times (ii) the Target PSU
award.
2.
Grantee (or Grantee’s beneficiary) will have no voting rights with respect to the PSUs.
3.
Grantee will not be entitled to receive cash dividends or dividend equivalents on PSUs.
4.
PSUs may not be transferred in any manner other than by will or the laws of descent or distribution.
5.
Unvested PSUs will be forfeited in the event Grantee’s employment ends prior to the completion of the vesting period,
unless such termination is due to (i) death, (ii) Total Disability or (iii) retirement on or after attainment of age 60 , in each
case, as provided in the Plan. If the Grantee’s termination occurs due to the aforementioned circumstances, then the
Grantee’s PSUs will be prorated based on active service during the performance period, as provided in the Plan.
6.
All distributions to Grantee or to Grantee’s beneficiary upon vesting of the PSUs 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 PSUs exceeds your other compensation due from the
Company, Grantee agrees to remit to the Company, as a condition to settlement of such PSUs, 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.
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.
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA ###-###-####
T: 610 ###-###-####
quakerhoughton.com.
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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:
the terms and provisions of the Plan insofar as they relate to PSUs 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