Memorandum of Employment by and between the Registrant and Melissa Leneis dated May 24, 2022 and effective

Contract Categories: Human Resources - Employment Agreements
EX-10.2 2 exhibit102.htm EMPLOYMENT AGREEMENT - MELISSA LENEIS exhibit102
 
 
 
 
EXHIBIT 10.2
1
EMPLOYMENT AGREEMENT
May 24, 2022
NAME:
Melissa Leneis
[ REDACTED ]
The
 
parties
 
to
 
this
 
Employment
 
Agreement (“Agreement”)
 
are
 
Melissa
 
Leneis
(“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 Senior
 
Vice President and Chief
 
Human Resources
 
Officer (“CHRO”).
 
 
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 CHRO.
 
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 CEO.
 
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
.
The Your
 
employment with Quaker 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 has the
 
right to terminate your
 
employment upon
less than ninety (90) days’ notice for Cause (as defined below).
4.
 
Covenant Not to Disclose
a.
 
As
 
CHRO,
 
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,
 
2
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
 
CHRO 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
one (1) year 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
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
 
 
 
3
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, death, or
 
Disability
(as defined below), Quaker Houghton agrees to:
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 twelve
 
months’ severance in
 
bi-weekly installments commencing
 
on the Payment
 
Date (as
defined below) and continuing
 
on Quaker Houghton's
 
normal payroll dates thereafter, each
 
of which is equal
 
to
the total of your bi-weekly base
 
salary at the time of your
 
Separation from Service plus 12
 
months of the target
incentive of the
 
Company’s annual
 
incentive plan, 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
 
4
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 single-sum
 
cash death
 
benefit to
 
the Executive’s
 
Beneficiary equal
 
to 200%
 
of the
annual rate
 
of the
 
Executive’s
 
base salary
 
as in
 
effect on
 
the day
 
before the
 
Executive’s
 
death or
 
be entitled
 
to the
 
death
benefit (as
 
a multiple
 
of base
 
salary) to
 
which any
 
other executive
 
officer
 
would be
 
entitled. To
 
that end,
 
the
 
Company
currently has
 
a program
 
in which
 
all executive
 
officers in
 
the Company’s
 
Executive Leadership Team
 
participate, which
entitle each to a death benefit equal to
 
100% of base salary in the year of
 
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.
c.
 
Disability of Executive.
 
If the Executive is unable to perform his
 
duties hereunder by reason of disability
as defined in the Company’s Long-Term Disability Plan (“Disability”), then the Board shall have the right to terminate the
Executive’s
 
employment upon
 
30 days
 
prior written
 
notice to
 
the Executive
 
at any
 
time during
 
the continuation
 
of such
Disability.
 
In
 
the
 
event
 
the
 
Executive
 
is
 
terminated
 
pursuant
 
to
 
this
 
Section
 
8(c),
 
the
 
Company
 
shall
 
not
 
thereafter
 
be
obligated to
 
make any
 
further payments
 
under this
 
Agreement except
 
for amounts
 
accrued as
 
of the
 
date of
 
such termination,
and except that the Executive shall receive
 
supplemental disability payments.
 
Such supplemental disability payments
 
shall
be paid to the Executive after the Executive’s Separation from Service at the same time that disability payments are due to
be paid
 
to the
 
Executive under
 
the
 
Company’s
 
Long-Term
 
Disability Plan
 
and each
 
such payment
 
shall be
 
equal to
 
the
excess
 
of
 
(a)
 
the
 
amount
 
that
 
would
 
be
 
payable
 
under
 
the
 
Company’s
 
Long-Term
 
Disability
 
Plan
 
(disregarding
 
any
withholding) if the
 
Executive elected a
 
benefit of 50%
 
of applicable pay
 
and such plan
 
did not limit
 
the dollar amount
 
of
periodic payments thereunder, over (b) the amount
 
that would be payable under
 
the Company’s Long-Term Disability Plan
(disregarding any withholding)
 
if the
 
Executive elected a
 
benefit of 50%
 
of applicable pay.
 
The “Company’s
 
Long-Term
Disability Plan” shall
 
mean the long-term
 
disability plan maintained
 
by the Company
 
for employees generally;
 
provided,
however, that if the Company does not maintain such a long-term disability plan at the time of the Executive’s termination
under this
 
Section 8(c), or
 
terminates such
 
plan after the
 
Executive’s
 
termination of employment
 
but before
 
all disability
payments
 
have
 
been
 
paid
 
to
 
the
 
Executive
 
under
 
the
 
terms
 
of
 
such
 
plan
 
as
 
in
 
effect
 
prior
 
to
 
its
 
termination,
 
(x)
 
the
“Company’s Long-Term Disability Plan”
 
shall mean
 
the long-term
 
disability plan
 
most recently
 
maintained by
 
the Company
for
 
employees
 
generally,
 
and
 
(y)
 
the
 
amount
 
determined
 
under
 
subsection
 
(b)
 
shall
 
equal
 
zero
 
dollars
 
($0).
 
Such
supplemental disability payments shall be payable from the Company’s general assets or, if the Company so elects, from a
supplemental disability policy purchased by the Company.
 
“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.
 
 
 
 
 
 
 
5
“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
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 05/31/2022
/s/ Andrew E. Tometich 05/24/2022
Robert T. Traub
Andrew E. Tometich
WITNESS:
/s/ Robert T. Traub 05/31/2022
/s/ Melissa Leneis 05/24/2022
Robert T. Traub
Melissa Leneis
6
ADDENDUM 1
Base Salary:
Your
 
salary will be payable on a bi-weekly basis at the rate of
 
$17,500, which is annualized at $455,000.
 
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 full
 
year of 65%
 
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”)
 
for
the full year
 
of 2022.
 
Your award for the 2022-2024
 
performance period
 
includes an
 
even mix
of time-based restricted
 
stock, stock options,
 
and target performance
 
stock units (PSU’s).
 
The
value, at a target level is $600,000.
 
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 equity award within 7 days of
 
your start date equaling a cash
value at
 
time of
 
grant of
 
$1,000,000 in
 
order to
 
offset the
 
equity that
 
will expire
 
upon your
accepting employment
 
with Quaker
 
Houghton.
 
Such award
 
will be
 
provided as
 
time-based
restricted stock with cliff vesting
 
one year from the date of
 
grant. Such payment is subject to
a claw-back and
 
must be repaid
 
to the Company
 
if you voluntarily
 
terminate your employment
with Quaker Houghton for
 
any reason other
 
than cause within
 
the first two
 
(2) years of
 
your
tenure with Quaker
 
Houghton. Further,
 
if you terminate
 
for cause or
 
if you are
 
involuntarily
 
terminated by Quaker Houghton for any reason other than cause, no clawback
 
will apply.
 
You
 
will be
 
provided a
 
one-time cash
 
award equaling
 
$300,000 in
 
order
 
to offset
 
the cash
bonus opportunity that will
 
expire upon your
 
accepting employment with Quaker Houghton.
 
Such award will be
 
cash and will
 
be paid out
 
in two equal installments
 
of $150,000 upon 90
days
 
of employment
 
and 180
 
days of
 
employment, respectively.
 
Such cash
 
award must
 
be
repaid
 
to
 
the
 
Company
 
if
 
you
 
terminate
 
your
 
employment
 
with
 
Quaker
 
Houghton
 
for
 
any
reason other than
 
cause within the
 
first two (2)
 
years of your
 
tenure with Quaker
 
Houghton.
 
Further, if you terminate
 
for cause or if
 
you are involuntarily
 
terminated by Quaker
 
Houghton
for any reason other than cause, no clawback will apply.
Financial Planning:
You
 
will be eligible to be reimbursed for up to $3,500 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)
●
The Company is reviewing a non-qualified deferred compensation
 
plan, which if adopted
will be part of your overall benefits package.
7
In
 
addition
 
to
 
these
 
flexible benefits,
 
Quaker
 
Houghton
 
also
 
currently
 
offers
 
the
 
following
benefit plans:
 
Retirement Savings Plan (401K)
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.