Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on

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EX-10.1 2 exhibit101.htm EMPLOYMENT AGREEMENT - A. TOMETICH exhibit101
 
 
 
EXHIBIT 10.1
1
EMPLOYMENT AGREEMENT
September 2, 2021
NAME:
Andrew Tometich
[ REDACTED ]
[ REDACTED ]
The parties to this Employment Agreement (“Agreement”) are
 
Andrew Tometich (“You”
 
or the “Executive”) and
Quaker
 
Chemical
 
Corporation,
 
d/b/a
 
Quaker
 
Houghton,
 
a
 
Pennsylvania
 
corporation
 
(“Quaker
 
Houghton”
 
or
 
the
“Company”).
You
 
are hereby
 
appointed as
 
the Company’s
 
Chief Executive
 
Officer and
 
President effective
 
December 1,
 
2021
with an anticipated start date of on or about October 11, 2021.
 
 
NOW THEREFORE in consideration
 
of the mutual
 
promises and covenants herein contained
 
and intending to be
legally bound hereby the parties hereto agree as follows:
1.
Duties
 
Quaker Houghton agrees
 
to employ you
 
and you agree
 
to serve as
 
Quaker Houghton’s Chief Executive
 
Officer and
President.
 
You
 
shall perform all
 
duties consistent with
 
such position as
 
well as any
 
other duties that
 
are assigned to
 
you
from time
 
to
 
time by
 
Quaker Houghton’s
 
Board of
 
Directors. You
 
agree that
 
during the
 
term
 
of your
 
employment with
Quaker Houghton to devote your knowledge,
 
skill, and working time solely
 
and exclusively to the business
 
and interests of
Quaker Houghton and its subsidiaries.
 
2.
 
Compensation
 
Your
 
base salary
 
will be
 
determined from
 
time to
 
time by
 
the Quaker
 
Houghton Board of
 
Directors. In addition,
you will be entitled to
 
participate, to the extent
 
eligible, in any of Quaker
 
Houghton’s annual and long term incentive
 
plans,
retirement savings plan (401k plan),
 
and will be entitled to vacations,
 
paid holidays, and medical, dental,
 
and other benefits
as are
 
made generally
 
available by
 
Quaker Houghton
 
to its
 
full-time U.S.
 
employees.
 
During your
 
employment with
 
Quaker
Houghton,
 
your
 
salary
 
will
 
not
 
be
 
reduced
 
by
 
Quaker
 
Houghton
 
without
 
your
 
prior
 
written
 
consent.
 
Your
 
initial
compensation and benefits are outlined on Addendum 1, which is attached
 
hereto and made a part hereof.
 
3.
 
Term
 
of Employment
.
Your
 
employment with
 
Quaker Houghton
 
may be
 
terminated on
 
ninety (90)
 
days' written
 
notice by
 
either party,
with or
 
without cause
 
or reason
 
whatsoever.
 
Within ninety
 
(90) days
 
after termination
 
of your
 
employment, you will
 
be
given an accounting
 
of all
 
monies due you.
 
Notwithstanding the
 
foregoing, Quaker Houghton
 
has the right
 
to terminate your
employment upon less than ninety (90) days’ notice for Cause (as defined
 
below).
 
 
2
4.
 
Covenant Not to Disclose
a.
 
As Chief Executive Officer,
 
you acknowledge that the identity
 
of Quaker Houghton's (and any
 
of Quaker
Houghton's affiliates’)
 
customers, the
 
requirements of such
 
customers, pricing and
 
payment terms
 
quoted and charged
 
to
such customers,
 
the identity
 
of Quaker
 
Houghton's suppliers
 
and terms
 
of supply
 
(and the
 
suppliers and
 
related terms
 
of
supply of
 
any of
 
Quaker Houghton's
 
customers for
 
which chemical
 
and other
 
management services
 
are being
 
provided),
information
 
concerning the
 
method
 
and
 
conduct
 
of
 
Quaker
 
Houghton's
 
(and
 
any
 
affiliate’s)
 
business
 
such
 
as
 
formulae,
formulation
 
information,
 
application
 
technology,
 
manufacturing
 
information,
 
marketing
 
information,
 
strategic
 
and
marketing
 
plans,
 
financial
 
information,
 
financial
 
statements
 
(audited
 
and
 
unaudited),
 
budgets,
 
corporate
 
practices
 
and
procedures, research and
 
development efforts, and laboratory
 
test methods and all
 
of Quaker Houghton's (and
 
its affiliates’)
manuals,
 
documents,
 
notes,
 
letters,
 
records,
 
and
 
computer
 
programs
 
are
 
Quaker
 
Houghton's
 
confidential
 
information
("Confidential Information")
 
and are
 
Quaker Houghton’s (and/or
 
any of
 
its affiliates’, as
 
the case
 
may be)
 
sole and
 
exclusive
property.
 
You
 
agree that at no time during or following your employment with Quaker Houghton will you appropriate for
your
 
own
 
use,
 
divulge
 
or
 
pass
 
on,
 
directly
 
or
 
through
 
any
 
other
 
individual
 
or
 
entity
 
or
 
to
 
any
 
third
 
party,
 
any
 
Quaker
Houghton
 
Confidential
 
Information.
 
Upon
 
termination
 
of
 
your
 
employment
 
with
 
Quaker
 
Houghton
 
and
 
prior
 
to
 
final
payment
 
of
 
all
 
monies
 
due
 
to
 
you
 
under
 
Section 2
 
or
 
at
 
any
 
other time
 
upon
 
Quaker Houghton's
 
request, you
 
agree
 
to
surrender immediately
 
to Quaker
 
Houghton any
 
and all
 
materials in
 
your possession
 
or control
 
which include
 
or contain
any Quaker Houghton Confidential Information.
b.
 
You
 
acknowledge that, by this
 
Section 4(b), you have been
 
notified in accordance with the
 
Defend Trade
Secrets Act that, notwithstanding the foregoing:
(i)
You
 
will not be
 
held criminally or civilly
 
liable under any federal
 
or state trade secret
 
law or this
Agreement for the disclosure
 
of Confidential Information that: (A)
 
you make (1) in
 
confidence to a federal, state,
 
or local
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
your
 
attorney;
 
and
 
(2)
 
solely
 
for
 
the
 
purpose
 
of
 
reporting
 
or
investigating a suspected
 
violation of law;
 
or (B) you
 
make in a
 
complaint or other
 
document that is
 
filed under seal
 
in a
lawsuit or other proceeding.
(ii)
If you file a lawsuit for retaliation by Quaker Houghton for reporting a suspected violation of
 
law,
you may disclose Confidential Information
 
to your attorney and use the
 
Confidential Information in the court
 
proceeding if
you: (A)
 
file any
 
document containing
 
Confidential Information
 
under seal
 
and (B)
 
do not
 
disclose Confidential
 
Information,
except pursuant to court order.
 
c.
 
Additionally, Quaker Houghton confirms that nothing in this Agreement is intended to or shall prevent,
impede or interfere with your right, without prior notice to Quaker Houghton,
 
to provide information to the government,
participate in any government investigations, file a court or administrative
 
complaint, testify in proceedings regarding
Quaker Houghton’s past or future conduct, or engage in any future activities protected under any statute
 
administered by
any government agency.
5.
 
Covenant Not to Compete
In consideration of
 
your position of
 
Chief Executive Officer
 
for Quaker Houghton
 
and the training
 
and Confidential
Information you are to receive
 
from Quaker Houghton,
 
you agree that during your
 
employment with Quaker Houghton
 
and
for a period of eighteen (18) months thereafter, regardless of the reason for your termination, you will
 
not:
a.
 
directly or
 
indirectly,
 
together or
 
separately or
 
with any
 
third party,
 
whether as
 
an employee,
 
individual
proprietor, partner, stockholder, officer, director, or investor, or in
 
a joint venture
 
or any other
 
capacity whatsoever, actively
engage in
 
business or
 
assist anyone
 
or any
 
firm in
 
business as a
 
manufacturer, seller,
 
or distributor of
 
specialty chemical
products which are the same, like, similar to, or which compete with Quaker Houghton’s (or any of its affiliates’) products
or services; and
 
b.
 
directly or indirectly recruit, solicit or encourage any Quaker Houghton (or any
 
of its affiliates’) employee
or otherwise induce
 
such employee to
 
leave Quaker Houghton’s (or
 
any of its
 
affiliates’) employ, or to
 
become an employee
or otherwise be associated with
 
you or any firm, corporation, business,
 
or other entity with which
 
you are or may become
associated; and
 
 
 
3
c.
 
solicit or induce any of Quaker Houghton's suppliers of products and/or services (or a supplier of
 
products
and/or services of
 
a customer who
 
is being provided
 
or solicited for
 
the provision of
 
chemical management or
 
other services
by Quaker Houghton)
 
to terminate or alter its contractual relationship with Quaker
 
Houghton (and/or any such customer).
The parties
 
consider these
 
restrictions reasonable,
 
including the
 
period of
 
time during
 
which the
 
restrictions are
effective.
 
However,
 
if
 
any
 
restriction
 
or
 
the
 
period
 
of
 
time
 
specified
 
should
 
be
 
found
 
to
 
be
 
unreasonable
 
in
 
any
 
court
proceeding, then such restriction shall be modified or
 
the period of time shall be shortened as
 
is found to be reasonable so
that the foregoing covenant not to compete may be enforced.
 
You
 
agree that in the event of a breach or
 
threatened breach
by you of
 
the provisions of
 
the restrictive covenants
 
contained in Section
 
4 or in
 
this Section 5,
 
Quaker Houghton
 
will suffer
irreparable harm, and monetary
 
damages may not be
 
an adequate remedy.
 
Therefore, if any
 
breach occurs, or is
 
threatened,
in addition to all other remedies available to Quaker Houghton,
 
at law or in equity, Quaker Houghton shall be entitled as a
matter of
 
right to
 
specific performance
 
of the
 
covenants contained
 
herein by
 
way of
 
temporary or
 
permanent injunctive
relief.
 
In the event of any breach of
 
the restrictive covenant contained in
 
this Section 5, the term of the restrictive
 
covenant
shall be extended
 
by a period
 
of time equal
 
to that period
 
beginning on the
 
date such violation
 
commenced and
 
ending when
the activities constituting such violation cease.
6.
 
Contractual Restrictions
 
You
 
represent and warrant to Quaker Houghton that:
 
(a) there are no restrictions, agreements, or understandings
 
to
which
 
you
 
are
 
a
 
party
 
that
 
would
 
prevent
 
or
 
make
 
unlawful
 
your
 
employment
 
with
 
Quaker
 
Houghton
 
and
 
(b)
 
your
employment by Quaker
 
Houghton shall
 
not constitute
 
a breach of
 
any contract,
 
agreement, or
 
understanding, oral
 
or written,
to which you
 
are a party
 
or by which
 
you are bound.
 
You further represent that you
 
will not use
 
any trade secret,
 
proprietary
or otherwise
 
confidential information
 
belonging to
 
a prior
 
employer or
 
other third
 
party in
 
connection with
 
your employment
with Quaker Houghton.
7.
 
Inventions
All improvements, modifications, formulations,
 
processes, discoveries or inventions
 
("Inventions"), whether or not
patentable, which
 
were originated,
 
conceived or
 
developed by
 
you solely
 
or jointly
 
with others
 
(a) during
 
your working
hours or at
 
Quaker Houghton’s
 
expense or at Quaker
 
Houghton's premises or at
 
a customer’s premises
 
or (b) during your
employment with
 
Quaker Houghton
 
and additionally
 
for
 
a period
 
of one
 
year thereafter,
 
and which
 
relate to
 
(i)
 
Quaker
Houghton’s business or (ii)
 
any research, products,
 
processes, devices,
 
or machines
 
under actual or
 
anticipated development
or investigation by Quaker Houghton at the earlier of (i) that
 
time or (ii) as the date of termination of employment, shall be
Quaker Houghton’s
 
sole property.
 
You
 
shall promptly
 
disclose to
 
Quaker Houghton
 
all Inventions
 
that you
 
conceive or
become
 
aware
 
of
 
at
 
any
 
time
 
during
 
your
 
employment
 
with
 
Quaker
 
Houghton
 
and
 
shall
 
keep
 
complete,
 
accurate,
 
and
authentic notes, data and records of all Inventions and of
 
all work done by you solely or jointly with
 
others, in the manner
directed by
 
Quaker Houghton.
 
You
 
hereby transfer and
 
assign to
 
Quaker Houghton all
 
of your right,
 
title, and interest
 
in
and
 
to
 
any
 
and
 
all
 
Inventions
 
which
 
may
 
be
 
conceived
 
or
 
developed
 
by
 
you
 
solely
 
or
 
jointly
 
with
 
others
 
during
 
your
employment with Quaker Houghton.
 
You
 
shall assist Quaker Houghton in applying, obtaining, and
 
enforcing any United
States Letters Patent and Foreign Letters Patent on any such Inventions and to take such other actions as may be necessary
or
 
desirable
 
to
 
protect
 
Quaker
 
Houghton's
 
interests
 
therein.
 
Upon
 
request,
 
you
 
shall
 
execute
 
any
 
and
 
all
 
applications,
assignments,
 
or
 
other
 
documents
 
that
 
Quaker
 
Houghton
 
deems
 
necessary
 
and
 
desirable
 
for
 
such
 
purposes.
 
You
 
have
attached hereto
 
a list
 
of unpatented
 
inventions that
 
you have
 
made or
 
conceived prior
 
to your
 
employment with
 
Quaker
Houghton, and it is agreed that those inventions shall be excluded
 
from the terms of this Agreement.
8.
Termination
.
 
(a)
Either party may terminate this Agreement per the terms of Section 3 hereof and Quaker Houghton, in its sole
discretion, may terminate
 
your employment
 
at any time
 
for Cause (as
 
defined herein).
 
If you incur
 
a Separation
from Service (as defined
 
below) by decision and
 
action of Quaker Houghton
 
for any reason
 
other than Cause
or death Quaker Houghton agrees to:
 
4
1.
 
Provide you with reasonable
 
outplacement assistance, either by providing
 
the services in-kind, or
by reimbursing reasonable
 
expenses actually incurred
 
by you in connection
 
with your Separation
 
from Service.
 
The
 
outplacement
 
services
 
must
 
be
 
provided
 
during
 
the
 
one-year
 
period
 
following
 
your
 
Separation
 
from
Service.
 
If any expenses are to be reimbursed, you must request
 
the reimbursement within eighteen months of
your Separation from
 
Service and reimbursement
 
will be made
 
within 30 days
 
of the
 
receipt of your
 
request;
and
2.
 
Pay you a severance consisting
 
of 18 months of salary
 
and bonus at target paid biweekly
 
over such
eighteen months commencing on the
 
Payment Date (as defined below) and
 
continuing on Quaker Houghton's
normal payroll dates thereafter;
 
provided you sign a Release within 45 days of the later of the date
 
you receive
the Release
 
or your
 
Separation from
 
Service. Continuation
 
of all
 
medical and
 
dental coverage’s
 
will also
 
be
available for 18 months at a level equal to the coverage provided before
 
your Separation from Service.
(b)
If the Executive dies during
 
the Term
 
of Employment, the Company shall not
 
thereafter be obligated to make
any further payments under this
 
Agreement except for amounts
 
accrued as of the date
 
of the Executive’s death,
and except that the Company shall pay a death benefit equal to 100%
 
of base salary in effect on the day before
your death
 
and 50%
 
of base
 
salary in
 
each of
 
the four
 
years thereafter.
 
“Beneficiary” shall
 
mean the
 
person
designated by the Executive to
 
receive benefits under this Agreement in
 
a writing filed by the
 
Executive with
the Company’s human resources department before
 
the Executive’s death or, if the Executive fails
 
to designate
a beneficiary or the designated beneficiary predeceases the Executive, the Executive’s Beneficiary shall be his
surviving spouse or, if the Executive has no surviving spouse, his estate.
“Separation from Service”
 
means your separation
 
from service with
 
Quaker Houghton and
 
its affiliates within
 
the
meaning of Treas. Reg. §1.409A-1(h) or any successor thereto.
 
“Cause”
 
means your
 
employment with
 
Quaker Houghton
 
has been
 
terminated by
 
reason of
 
(i) your
 
willful and
material breach of this Agreement (after having received notice thereof and a reasonable opportunity to
 
cure or correct) or
the Company’s
 
policies, (ii)
 
dishonesty,
 
fraud, willful
 
malfeasance, gross
 
negligence, or
 
other gross
 
misconduct, in
 
each
case
 
relating
 
to
 
the
 
performance
 
of
 
your
 
duties
 
hereunder
 
which
 
is
 
materially
 
injurious
 
to
 
Quaker
 
Houghton,
 
or
 
(iii)
conviction of or plea of guilty or nolo contendere to a felony.
“Payment Date”
 
means (x) the 60th day after your Separation from Service
 
or (y) if you are a specified employee
(as defined
 
in
 
Treas.
 
Reg. §1.409A-1(i))
 
as of
 
the date
 
of your
 
Separation from
 
Service, and
 
the severance
 
described in
subsection (b) is
 
deferred compensation subject
 
to section
 
409A of the
 
Code, the
 
first business day
 
of the
 
seventh month
following the
 
month in
 
which your
 
Separation from
 
Service occurs.
 
If the
 
Payment Date
 
is described
 
in clause
 
(y), the
amount paid on
 
the Payment Date
 
shall include all
 
monthly installments that
 
would have been
 
paid earlier had
 
clause (y)
not been applicable, plus interest at the
 
Wall
 
Street Journal Prime Rate published in the
 
Wall
 
Street Journal on the date of
your Separation from Service (or the previous business day if
 
such day is not a business day), for the
 
period from the date
payment would have been made had clause (y) not been applicable through
 
the date payment is made.
“Release”
 
means
 
a
 
release
 
(in
 
a
 
form
 
satisfactory
 
to
 
Quaker
 
Houghton)
 
of
 
any
 
and
 
all
 
claims
 
against
 
Quaker
Houghton and all related parties
 
with respect to all matters arising
 
out of your employment with Quaker
 
Houghton, or the
termination thereof (other than for claims for any entitlements under the terms of this Agreement or any plans or programs
of Quaker Houghton under which you
 
have accrued a benefit) that Quaker
 
Houghton provides to you no
 
later than ten days
after your Separation from Service.
 
If a release is not provided to
 
you within this time period, the
 
severance shall be paid
even if you do not sign a release.
9.
 
Indemnification
Quaker
 
Houghton
 
shall
 
defend
 
you
 
and
 
hold
 
you
 
harmless
 
to
 
the
 
fullest
 
extent
 
permitted
 
by
 
applicable
 
law
 
in
connection
 
with
 
any claim,
 
action,
 
suit, investigation
 
or
 
proceeding arising
 
out
 
of
 
or
 
relating to
 
performance by
 
you
 
of
 
 
 
 
 
 
5
services for, or actions of you
 
as a director, officer,
 
or employee of Quaker Houghton or any parent, subsidiary or affiliate
of
 
Quaker Houghton,
 
or
 
of
 
any other
 
person or
 
enterprise at
 
Quaker Houghton’s
 
request.
 
Expenses incurred
 
by you
 
in
defending such a claim, action,
 
suit or investigation or
 
criminal proceeding shall be paid
 
by Quaker Houghton in
 
advance
of
 
the
 
final
 
disposition thereof
 
upon
 
the
 
receipt
 
by
 
the
 
Company
 
of
 
an
 
undertaking
 
by
 
or
 
on
 
your
 
behalf
 
to
 
repay
 
said
amounts unless it shall ultimately be determined that you are entitled
 
to be indemnified hereunder; provided, however, that
this shall not apply to a nonderivative action commenced by Quaker Houghton
 
against you.
 
10.
 
Governing Law.
 
The provisions of this Agreement shall be construed in accordance with
 
the laws of the Commonwealth of
Pennsylvania without reference to principles of conflicts of laws.
11.
 
Miscellaneous
This Agreement
 
and the
 
Change in
 
Control Agreement
 
to which
 
you are
 
a party,
 
constitute the
 
entire integrated
agreement concerning
 
the subjects
 
covered herein.
 
In case
 
any provision
 
of
 
this Agreement
 
shall be
 
invalid, illegal,
 
or
otherwise unenforceable, the validity, legality,
 
and enforceability of the remaining provisions shall not thereby be affected
or impaired.
 
You may not assign any of your rights or obligations under this Agreement without Quaker Houghton’s prior
written consent.
 
Quaker Houghton may assign this Agreement in its discretion, including to any affiliate or upon a sale of
assets
 
or
 
equity,
 
merger
 
or
 
other
 
corporate
 
transaction;
 
provided
 
that
 
Quaker
 
Houghton
 
obtains
 
the
 
assignee’s
 
written
commitment to honor the
 
terms and conditions contained herein.
 
This Agreement shall be
 
governed by,
 
and construed in
accordance with, the laws of the Commonwealth of
 
Pennsylvania without regard to any conflict of laws.
 
This Agreement
shall be binding upon
 
you, your heirs, executors,
 
and administrators and shall
 
inure to the benefit
 
of Quaker Houghton as
well as
 
its successors
 
and assigns.
 
In the
 
event of
 
any overlap
 
in the
 
restrictions contained
 
herein, including
 
Sections 4
and/or 5 above, with similar restrictions
 
contained in any other agreement, such
 
restrictions shall be read together so
 
as to
provide the broadest restriction possible.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
WITNESS:
QUAKER CHEMICAL CORPORATION
DBA QUAKER HOUGHTON
/s/ Robert T. Traub
/s/ Michael F. Barry
WITNESS:
/s/ Danielle R. Tometich
/s/ Andrew E. Tometich
ANDREW TOMETICH
 
6
ADDENDUM 1
Base Salary:
Your
 
salary will be payable on a bi-weekly basis at the rate of
 
$30,769.23, which
 
is annualized
 
at $800,000.
 
You
 
will be
 
eligible for
 
your
next salary increase in 2023.
Annual and Long-
Term
 
Bonuses:
For your position, you are eligible to participate in the Annual Incentive Plan
(“AIP”) with
 
a target
 
award percentage for
 
2022 year of
 
100% of
 
your base
salary,
 
dependent
 
upon
 
Quaker
 
Houghton’s
 
financial
 
results
 
and
 
personal
objectives to be determined.
You will be eligible
 
to participate
 
in the 2022-2024
 
Long-Term Incentive Plan
(“LTIP”).
 
Your
 
award for the 2022-2024 performance period includes a mix
of
 
time-based
 
restricted
 
stock,
 
stock
 
options,
 
and
 
target
 
performance
 
stock
units (PSU’s)
 
,
 
such mix
 
to be
 
determined by
 
the Company’s
 
Compensation
and Human Resources
 
Committee.
 
The value, at
 
a target level, is
 
$1,680,000.
 
All incentive compensation
 
awards are made
 
at the Company’s discretion, are
subject to change, and
 
require the approval of the
 
Company’s Compensation
and Human Resources Committee.
Special One-time Grants:
You
 
will be provided a one-time cash payment
 
$550,000
to offset the annual
incentive
 
at
 
your
 
current
 
employment
 
and
 
in
 
lieu
 
of
 
any
 
potential
 
annual
incentive
 
earned
 
in
 
2021
 
at
 
Quaker
 
Houghton.
 
This
 
cash
 
payment
 
will
 
be
payable
 
in
 
the
 
first
 
quarter
 
of
 
2022
 
at
 
the
 
time
 
the
 
Quaker
 
Houghton
 
AIP
payments
 
are
 
made
 
to
 
AIP
 
participants
 
generally.
 
Such
 
cash
 
payment
 
is
subject to
 
a claw-back
 
and must
 
be repaid
 
to the
 
Company if
 
you terminate
your employment with Quaker Houghton for any reason
 
other than for cause
or if
 
a change
 
a control
 
occurs within
 
the first
 
two (2)
 
years of
 
your tenure
with Quaker Houghton.
 
You
 
will also
 
be provided a
 
one-time equity
 
award equaling
 
a cash
 
value at
time of grant of $1,750,000 in order to offset
 
the equity that will expire upon
your
 
accepting
 
employment
 
with
 
Quaker
 
Houghton.
 
Such
 
award
 
will
 
be
provided as
 
a mix
 
of 50%
 
time-based restricted
 
stock and
 
50% PSU’s.
 
The
time based
 
restricted stock
 
will vest
 
one year
 
from the
 
date of
 
grant, which
will
 
be
 
on
 
your
 
first
 
day
 
of
 
employment
 
with
 
Quaker
 
Houghton
 
(currently
anticipated
 
to
 
be
 
October
 
11,
 
2021).
 
However,
 
in
 
the
 
event
 
that
 
your
employment is
 
terminated for
 
any reason
 
(other than
 
cause) within
 
the first
twelve (12) months of your start date, then the
 
vesting date of the time based
restricted stock described
 
in this paragraph
 
will be accelerated
 
to the date
 
of
termination.
 
The grant
 
of 50%
 
PSUs will
 
also be
 
made on
 
your first
 
day of
employment
 
and
 
will
 
be
 
based
 
on
 
the
 
three
 
year
 
period starting
 
October
 
1,
2021 and ending September 30, 2024.
 
Relocation:
You
 
will receive, as
 
soon as administratively possible after
 
your start date, a
lump
 
sum
 
payment of
 
$150,000.00
 
to
 
cover
 
all
 
relocation
 
expenses,
 
which
will be
 
grossed up
 
for taxes.
 
If you
 
should voluntarily
 
leave Quaker
 
within
7
one year of
 
receipt of these
 
funds, all financial relocation
 
assistance must be
reimbursed to Quaker Houghton.
Financial Planning:
You
 
will be eligible to be reimbursed for up to $8,000 per calendar year for
expenses incurred for financial planning and/or tax preparation.
Benefits:
Quaker Houghton
 
offers a Flexible
 
Benefits Program
 
that is
 
subject to change.
 
This gives you the opportunity to choose from
 
a variety of options creating a
customized benefits package.
 
The following benefits are currently
 
part of the
program.
 
In each
 
of these
 
areas, you
 
are offered
 
a range
 
of options
 
so you
may choose the ones that make the most sense for your personal situation.
●
Medical
 
●
Dental
 
●
Life & AD&D Insurance
●
Long-term Disability
●
Health Care and Dependent Care Flexible Spending Accounts (FSAs)
●
Retirement Savings Plan (401K)
●
The
 
Company
 
is
 
reviewing
 
a
 
non-qualified
 
deferred
 
compensation
(excess)
 
plan,
 
which
 
if
 
adopted
 
will
 
be
 
part
 
of
 
your
 
overall
 
benefits
package
 
 
Vacation
 
/ Holidays:
You
 
will be eligible for 25 PTO days per calendar year while you are
working in the U.S. You will begin to accrue an additional 5 days of PTO
per calendar year when you meet the next service level as defined in
 
the
plan.
 
In addition, you will be eligible to be paid for regional holidays.
 
Unused vacation days will not roll over from year to year, unless applicable
law requires otherwise.