Form of Change of Control Agreement by and between the Registrant and certain executive officers (including

EX-10.5 7 exhibit105.htm CHANGE IN CONTROL AGREEMENT - DHRUWA RAI exhibit105

EXHIBIT 10.5

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, dated

June 23, 2022 between QUAKER CHEMICAL CORPORATION,

d/b/a QUAKER

HOUGHTON, a Pennsylvania corporation (the “Company”),

and DHRUWA

RAI (the “Manager”),

W I T N E S S E T H

T H A T

WHEREAS, the Board of Directors of the Company has determined that

it is in the best interests of the Company and its

shareholders that the Company and its subsidiaries be able to attract, retain,

and motivate highly qualified management personnel and,

in particular, that they be assured of continuity

of management in the event of any actual or threatened change in control of

the

Company; and

WHEREAS, the Board of Directors of the Company believes that the execution

by the Company of change in control

agreements with certain management personnel, including the Manager,

is an important factor in achieving this desired end;

NOW, THEREFORE,

IN CONSIDERATION

of the mutual obligations and agreements contained herein

and intending to be

legally bound hereby,

the Manager and the Company agree that the Change in Control Agreement is amended

and restated, as follows:

Term

of Agreement.

This Agreement shall become effective on your start date with

the Company (the “Effective Date”), and shall continue in

effect through December 31, 2022, provided, however,

that the term of this Agreement shall automatically be extended for successive

one-year periods thereafter, unless, not later than

eighteen (18) months preceding the calendar year for which the term would

otherwise automatically extend, the Company shall have given written notice

to the Manager of intention not to extend this Agreement

for an additional year, in which event this Agreement

shall continue in effect until December 31 of the calendar year immediately

preceding the calendar year for which the term would have otherwise automatically

extended.

Notwithstanding any such notice not to

extend, if a Change in Control (as defined in Section 2) occurs during the original

or extended term of this Agreement, this Agreement

shall remain in effect after a Change in Control until all obligations of the parties

hereto under this Agreement shall have been

satisfied.

Change in Control.

As used in this Agreement, a “Change in Control” of the Company

shall be deemed to have occurred if:

(a)

Any person (a “Person”), as such term is used in Sections 13(d) and 14(d) of the Securities Exchange

Act of 1934,

as amended (the “Exchange Act”) (other than (i) the Company and/or

its wholly owned subsidiaries; (ii) any ESOP or other employee

benefit plan of the Company and any trustee or other fiduciary in such capacity

holding securities under such plan; (iii) any

corporation owned, directly or indirectly,

by the shareholders of the Company in substantially the same proportions as their ownership

of stock of the Company; or (iv) any other Person who, within the one year prior

to the event which would otherwise be a Change in

Control, is an executive officer of the Company or any

group of Persons of which he voluntarily is a part), is or becomes the

“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or

indirectly, of securities of the Company

representing 30% or more of the combined voting power of the Company’s

then outstanding securities or such lesser percentage of

voting power, but not less than 15%, as determined

by the members of the Board of Directors of the Company who are independent

directors (as defined in the New York

Stock Exchange, Inc. Listed Company Manual); provided, however,

that a Change in Control

shall not be deemed to have occurred under the provisions of this subsection

(a) by reason of the beneficial ownership of voting

securities by members of the Benoliel family (as defined below) unless and

until the beneficial ownership of all members of the

Benoliel family (including any other individuals or entities who or

which, together with any member or members of the Benoliel

family, are deemed under

Sections 13(d) or 14(d) of the Exchange Act to constitute a single Person) exceeds

50% of the combined

voting power of the Company’s then

outstanding securities;

(b)

During any two-year period after the Effective

Date, Directors of the Company in office at the beginning of such

period plus any new Director (other than a Director designated by a Person

who has entered into an agreement with the Company to

effect a transaction within the purview of subsections (a) or

(c)) whose election by the Board of Directors of the Company or whose

nomination for election by the Company’s

shareholders was approved by a vote of at least two-thirds of the Directors then still in

office who either were Directors at the beginning of

the period or whose election or nomination for election was previously so

approved shall cease for any reason to constitute at least a majority of the Board;

(c)

The consummation of (i) any consolidation or merger of the Company

in which the Company is not the continuing

or surviving corporation or pursuant to which the Company’s

voting common shares (the “Common Shares”) would be converted into

cash, securities, and/or other property,

other than a merger of the Company in which holders of Common

Shares immediately prior to

the merger have the same proportionate ownership of voting shares

of the surviving corporation immediately after the merger as

they

had in the Common Shares immediately before; or (ii) any sale, lease, exchange,

or other transfer (in one transaction or a series of

related transactions) of all or substantially all the assets or earning power of the

Company; or

(d)

The Company’s shareholders

or the Company’s Board of

Directors shall approve the liquidation or dissolution of

the Company.

Entitlement to Change in Control Benefits; Certain Definitions

The Manager shall be entitled to the benefits provided in this Agreement in

the event the Manager has a Separation from

Service under the circumstances described in (a) below (a “Covered Termination”),

provided the Manager executes and does not

revoke a Release (as defined below), if any,

provided by the Company.

(a)

A Covered Termination

shall have occurred in the event the Manager’s employment

with the Company or its

affiliates is terminated within two (2) years following a Change

in Control by:

(i)

The Company or its affiliates without Cause (as defined below);

(ii)

Resignation of the Manager for Good Reason (as defined below).

The Manager shall have no rights to any payments or benefits under

this Agreement in the event the Manager’s employment

with the Company and its affiliates is terminated (i) as a result of death

or Disability (as defined below), or (ii) by the Company or its

affiliates for Cause.

In the event the Manager’s employment is terminated for any reason prior

to a Change in Control, the Manager

shall have no rights to any payments or benefits under this Agreement and, after any

such termination, this Agreement shall be of no

further force or effect.

“Cause” shall mean (i) the Manager’s willful and material breach

of the employment agreement, if any,

between the Manager

and the Company (after having received notice thereof and a reasonable

opportunity to cure or correct), (ii) dishonesty,

fraud, willful

malfeasance, gross negligence, or other gross misconduct, in each case relating

to the performance of the Manager’s employment with

the Company or its affiliates which is materially injurious to

the Company, or (iii) conviction

of or plea of guilty to a felony,

such

Cause to be determined, in each case, by a resolution approved by at least two-thirds

of the Directors of the Company after having

afforded the Manager a reasonable opportunity to appear

before the Board of Directors of the Company and present his position.

“Code” shall mean the Internal Revenue Code of 1986, as amended, together with

any applicable regulations thereunder.

“Disability” shall mean covered total and permanent disability as defined

in the long-term disability plan maintained by the

Company for employees generally or, if the

Company does not maintain such a plan, the long-term disability plan most recently

maintained by the Company for employees generally.

“Good Reason” shall mean any of the following actions without the Manager’s

consent, other than due to the Manager’s

death or Disability: (i) any reduction in the Manager’s base salary from

that provided immediately before the Covered Termination

or,

if higher, immediately before the Change

in Control; (ii) any reduction in the Manager’s bonus opportunity (including

cash and

noncash incentives) or increase in the goals or standards required to accrue

that opportunity, as compared

to the opportunity and goals

or standards in effect immediately before the Change

in Control; (iii) a material adverse change in the nature or scope of the

Manager’s authorities, powers, functions, or duties from

those in effect immediately before the Change in Control; (iv) a reduction in

the Manager’s benefits from those provided immediately before

the Change in Control, disregarding any reduction under a plan or

program covering employees generally that applies to all employees covered

by the plan or program; or (v) the Manager being

required to accept a primary employment location which is more than twenty-five

(25) miles from the location at which he primarily

was employed during the ninety (90) day period prior to a Change in Control.

“Payment Date” shall mean the 60th day after the Manager’s Separation

from Service, subject to Section 9.

“Release” shall mean a release (in a form satisfactory to the Company) of

any and all claims against the Company and all

related parties with respect to all matters arising out of the Manager’s

employment by the Company and its affiliates, or the

termination thereof (other than claims for any entitlements under the terms of this Agreement,

under any employment agreement

between the Manager and the Company,

or under any plans or programs of the Company under which the Manager

has accrued a

benefit) that the Company provides to the Manager no later than three days after

the date of the Manager’s Covered Termination.

Notwithstanding any provision of this Agreement to the contrary,

if the Company provides a Release to the Manager, the Manager

shall not be entitled to any payments or benefits under this Agreement unless the Manager

executes the Release within 45 days of the

later of the date he receives the Release or the date of his Covered Termination,

and the Manager does not revoke the Release.

“Separation from Service” shall mean the Manager’s separation

from service with the Company and its affiliates within the

meaning of Treas. Reg. §1.409A-1(h) or

any successor thereto.

“Specified Employee” shall mean the Manager if he is a specified employee as defined

in Section 409A of the Code as of the

date of his Separation from Service.

Severance Allowance.

(a)

Amount of Severance Allowance.

In the event of a Covered Termination,

the Company shall pay or cause to be

paid to the Manager in cash a severance allowance (the “Severance Allowance”)

equal to 1.5 (one and one-half) times the sum of the

amounts determined in accordance with the following paragraphs (i)

and (ii):

(i)

An amount equivalent to the highest annualized base salary which the Manager

was entitled to receive from

the Company and its subsidiaries at any time during his employment prior

to the Covered Termination;

and

(ii)

An amount equal to the average of the aggregate annual amounts paid

to the Manager in the Applicable

Three-Year

Period under all applicable annual incentive compensation plans maintained by the

Company

and its affiliates (other than compensation relating to relocation

expense; the grant, exercise, or settlement

of stock options, restricted stock or performance incentive units or the sale or other

disposition of shares

received upon exercise or settlement of such awards); provided, however,

that (x) in determining the

average amount paid under the

annual incentive plan during the Applicable Three-Year

Period there shall

be excluded any year in which no amounts were paid to the Manager under

that plan; and (y) there shall be

excluded from such calculation any amounts paid to the Manager under any

such incentive compensation

plan as a result of the acceleration of such payments under such plan due to termination

of the plan, a

Change in Control, or a similar occurrence.

The Applicable Three-Year

Period shall be (A) if the Manager

has received an annual incentive compensation plan payment in the calendar year

of his Covered

Termination,

the calendar year in which such Covered Termination

occurs and the two preceding calendar

years, or (B) in any other case, the three calendar years preceding the calendar

year in which the Manager’s

Covered Termination

occurs; provided, however, that the Applicable Three

-Year

Period shall be

determined by substituting “Change In Control” for “Covered Termination”

if such substitution results in a

higher amount under this subsection (ii).

In no event shall any retention bonus or change in control or success fee be taken

into account when determining the amount of the

Severance Allowance hereunder.

(b)

Payment of Severance Allowance.

The Severance Allowance shall be paid to the Manager in a lump sum on the

Payment Date if the applicable Change in Control is also a change in control event

as defined in Treas. Reg. §1.409A-3(i)(5) (or any

successor thereto).

In any other case, the Severance Allowance shall be paid in eighteen monthly installments

commencing on the

Payment Date, each of which is equal to one eighteenth (1/18th) of the amount of

the Severance Allowance determined under Section

4(a), which are treated as a right to a series of separate payments for purposes of Section

409A of the Code.

Outplacement and Welfare

Benefits.

(a)

Outplacement.

Subject to Section 6, for a period of one year following a Covered Termination

of the Manager, the

Company shall make or cause to be made available to the Manager,

at its expense, outplacement counseling and other outplacement

services comparable to those available for the Company’s

senior managers prior to the Change in Control.

(b)

Welfare Benefits.

Subject to Section 6, for a period eighteen months following a Covered Termination

of the

Manager, the Manager and the Manager’s

dependents shall be entitled to participate in the Company’s

life, medical, and dental

insurance plans at the Company’s

expense, in accordance with the terms of such plans at the time of such Covered Termination

as if

the Manager were still employed by the Company or its affiliates under

this Agreement.

If, however, life, medical, or dental insurance

benefits are not paid or provided under any such plan to the Manager or his dependents

because the Manager is no longer an employee

of the Company or its subsidiaries, the Company itself shall, to the extent

necessary, pay or otherwise

provide for such benefits to the

Manager and his dependents.

Effect of Other Employment.

In the event the Manager becomes employed (as defined below) during the period

with respect to which benefits are

continuing pursuant to Section 5:

(a) the Manager shall notify the Company not later than the day such employment

commences; and

(b) the benefits provided for in Section 5 shall terminate as of the date of

such employment.

For the purposes of this Section 6, the

Manager shall be deemed to have become “employed” by another entity

or person only if the Manager becomes essentially a full-time

employee of a person or an entity (not more than 30% of which is owned by the Manager

and/or members of his family); and the

Manager’s “family” shall mean his parents, his siblings and their

spouses, his children and their spouses, and the Manager’s spouse

and her parents and siblings.

Nothing herein shall relieve the Company of its obligations for compensation

or benefits accrued up to

the time of termination provided for herein.

Other Payments and Benefits.

On the Payment Date, the Company shall pay or cause to be paid to the Manager the

aggregate of:

(a) the Manager’s earned

but unpaid base salary through the Covered Termination

at the rate in effect on the date of the Covered Termination,

or if higher, at

the rate in effect at any time during the 90-day period preceding

the Change in Control; (b) any unpaid bonus or annual incentive

payable to the Manager in respect of the calendar year ending prior to the Covered Termination;

unpaid bonuses and annual incentive awards for the calendar year in which the

Covered Termination

occurs, said pro rata portion to be

calculated on the fractional portion (the numerator of said fraction being

the number of days between January 1 and the date of the

Covered Termination,

and the denominator of which is 365) of the target bonuses or annual incentive

awards for such calendar year;

and (d) the pro rata portion of any and all awards under the Company’s

long term incentive plan for the performance period(s) in

which the Covered Termination

occurs, said pro rata portion to be calculated on the fractional portion (the numerator

of said fraction

being the number of days between the first day of the applicable performance

period and the date of the Covered Termination,

and the

denominator of which is the total number of days in the applicable performance

period) of the amount of the award which would have

been payable had (i) the Covered Termination

not occurred, and (ii) the target level of performance been achieved

for the applicable

performance period.

The Manager shall be entitled to receive any other payments or benefits that the Manager

is entitled to pursuant

to the express terms of any compensation or benefit plan or arrangement of

the Company or any of its affiliates; provided that: (x) the

Severance Allowance (i) shall be in lieu of any severance payments to which

the Manager might otherwise be entitled under the terms

of any severance pay plan, policy,

or arrangement maintained by the Company or the employment agreement,

if any, between the

Manager and the Company,

and (ii) shall be credited against any severance payments to which the Manager

may be entitled by statute;

(y) any annual incentive described in subsection (b) or (c) shall decrease (or shall

be decreased by), but not below zero, the amount of

the annual incentive payable (or paid) with respect to the same calendar year

under the Company’s annual

incentive plan (currently the

2001 Global Annual Incentive Plan); and (z) any amount described in subsection (d) shall

decrease (or shall be decreased by), but not

below zero, the amount of the analogous performance award payable (or paid)

with respect to the same performance period(s) under

the Company’s long term incentive

plan(s) (currently the 2011 Long-Term

Performance Incentive Plan).

Death After Covered Termination

In the event the Manager dies after a Covered Termination

occurs, (a) any payments due to the Manager under Section 4 and

the first sentence of Section 7 and not paid prior to the Manager’s

death shall be made to the person or persons who may be designated

by the Manager in writing or, in the event he fails to

so designate, to the Manager’s personal representatives, and (b) the Manager’s

spouse and dependents shall be eligible for the welfare benefits described in

Section 5(b).

Payments pursuant to subsection (a) shall

be made on the later of (i) the date payment would have been made to the Manager

without regard to Section 9, or (ii) the date of the

Manager’s death.

Certain Section 409A Rules.

(a)

Specified Employee.

Notwithstanding any provision of this Agreement to the contrary,

if the Manager is a Specified

Employee, any payment or benefit under this Agreement that constitutes deferred

compensation subject to Section 409A of the Code

and for which the payment event is Separation from Service shall not be made or provided

before the date that is six months after the

date of the Manager’s Separation from Service.

Any payment or benefit that is delayed pursuant to this Section 9 shall be made

provided on the first business day of the seventh month following the month in

which the Manager’s Separation from Service occurs.

With respect to any cash payment delayed pursuant

to this Section 9, the first payment shall include interest, at the Wall

Street Journal

Prime Rate published in the Wall

Street Journal on the date of the Manager’s Covered Termination

(or the previous business day if

such date is not a business day), for the period from the date the payment would

have been made but for this Section 9 through the

date payment is made.

The provisions of this Section 9 shall apply only to the extent required to avoid the

Manager’s incurrence of

any additional tax or interest under Section 409A of the Code.

(b)

Reimbursement and In-Kind Benefits.

Notwithstanding any provision of this Agreement to the contrary,

with

respect to in-kind benefits provided or expenses eligible for reimbursement

under this Agreement which are subject to Section 409A

of the Code, (i) the benefits provided or the amount of expenses eligible for

reimbursement during any calendar year shall not affect

the benefits provided or expenses eligible for reimbursement in any other

calendar year, except as otherwise provided

in Treas. Reg.

§1.409A-3(i)(1)(iv)(B), and (ii) the reimbursement of an eligible expense

shall be made as soon as practicable after the Manager

requests such reimbursement (subject to Section 9(a)), but not later than the

December 31 following the calendar year in which the

expense was incurred.

(c)

Interpretation and Construction.

This Agreement is intended to comply with Section 409A of the Code and shall be

administered, interpreted and construed in accordance therewith to

avoid the imposition of additional tax under Section 409A of the

Code.

(d)

10.

Confidentiality and Noncompetition.

(a)

Confidential Information.

The Manager acknowledges that information concerning the method

and conduct of the

Company’s (and any affiliate’s)

business, including, without limitation, strategic and marketing plans, budgets,

corporate practices and

procedures, financial statements, customer and supplier information,

formulae, formulation information, application technology,

manufacturing information, and laboratory test methods and all of the

Company’s (and any affiliate’s)

manuals, documents, notes,

letters, records, and computer programs (“Proprietary Business Information”),

are the sole and exclusive property of the Company

(and/or the Company’s affiliates,

as the case may be) and are likely to constitute, contain or reveal trade secrets (“Trade

Secrets”) of

the Company (and/or the Company’s

affiliate’s, as the case may

be).

The term “Trade Secrets” as used herein does not include

Proprietary Business Information that is known or becomes known

to the public through no act or failure to act on the part of the

Manager, or which can be clearly shown

by written records to have been known by the Manager prior to the commencement of

his

employment with the Company.

(i)

The Manager agrees that at no time during or following his employment with the Company will he

use,

divulge, or pass on, directly or through any other individual or entity,

any Trade Secrets.

(ii)

Upon termination of the Manager’s employment with

the Company regardless of the reason for the

termination of the Manager’s employment hereunder,

or at any other time upon the Company’s

request, the

Manager agrees to forthwith surrender to the Company any and all materials in

his possession or control

which constitute or contain any Proprietary Business Information.

(b)

Noncompetition.

The Manager agrees that during his employment and for a period of one (1) year thereafter,

regardless of the reason for the termination of the Manager’s employment,

he will not:

(i)

directly or indirectly,

together or separately or with any third party,

whether as an individual proprietor,

partner, stockholder,

officer, director,

joint venturer, investor,

or in 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 or chemical management services which are

the same, like, similar to, or which

compete with the products and services offered by the Company

(or any of its affiliates);

(ii)

directly or indirectly recruit, solicit or encourage any employee of the Company (or

any of its affiliates) or

otherwise induce such employee to leave the employ of the Company (or any of its affiliates)

or to become

an employee or otherwise be associated with his or any firm, corporation, business

or other entity with

which he is or may become associated; or

(iii)

solicit, directly or indirectly,

for himself or as agent or employee of any person, partnership, corporation,

other entity (other than for the Company), any then or former customer,

supplier, or client of the Company

with the intent of actively engaging in business which would cause competitive

harm to the Company (or

any of its affiliates).

(c)

Severability.

The Manager acknowledges and agrees that all of the foregoing restrictions

are reasonable as to the

period of time and scope.

However, if any paragraph, sentence, clause, or other provision

is held invalid or unenforceable by a court

of competent and relevant jurisdiction, such provision shall be deemed to

be modified in a manner consistent with the intent of such

original provision so as to make it valid and enforceable, and this Agreement and the

application of such provision to persons and

circumstances other than those with respect to which it would be invalid or unenforceable

shall not be affected thereby.

(d)

Remedies.

The Manager agrees and recognizes that in the event of a breach or threatened breach

of the provisions

of the restrictive covenants contained in this Section 10, the Company

may suffer irreparable harm, and monetary damages may not be

an adequate remedy.

Therefore, if any breach occurs or is threatened, the Company shall be entitled to seek equitable remedies,

including injunctive relief in any court of applicable jurisdiction notwithstanding

the provisions of Section 12.

In the event of any

breach of the restrictive covenant contained in this Section 10, the term of

the restrictive covenant specified herein 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.

Furthermore, if a court or arbitration panel determines that the Manager has breached

any of the provisions of

this Section 10, the Company’s obligations

to pay amounts and continue the benefits under this Agreement to the Manager (and

his

dependents) shall immediately terminate.

11.

Set-Off Mitigation.

Except as provided in Section 6, the Company’s

obligation to make the payments provided for in this Agreement and

otherwise to perform its obligations hereunder shall not be affected

by any set-off, counterclaim, recoupment, defense, or other

claim,

right, or action which the Company may have against the Manager or others.

In no event shall the Manager be obligated to seek other

employment or take any other action by way of mitigation of the amounts payable

to the Manager under any of the provisions of this

Agreement.

12.

Arbitration:

Costs and Expenses of Enforcement.

(a)

Arbitration.

Except as otherwise provided in Sections 10(d) and 13, any controversy or claim arising

out of or

relating to this Agreement or the breach thereof which cannot promptly be

resolved by the parties shall be promptly submitted to and

settled exclusively by arbitration in the City of Philadelphia, Pennsylvania,

in accordance with the laws of the Commonwealth of

Pennsylvania by three arbitrators, one of whom shall be appointed by the Company,

one by the Manager, and the third of whom

shall

be appointed by the first two arbitrators.

The arbitration shall be conducted in accordance with the rules of the American Arbitration

Association, except with respect to the selection of arbitrators which shall be as provided

in this Section 12.

Judgment upon the award

rendered by the arbitrators may be entered in any court having jurisdiction thereof.

(b)

Costs and Expenses.

In the event that it shall be necessary or desirable for the Manager to retain legal

counsel

and/or incur other costs and expenses in connection with the enforcement

of any and all of his rights under this Agreement at any time

during his lifetime, the Company shall pay (or the Manager shall be entitled

to recover from the Company,

as the case may be) his

reasonable attorneys’ fees and costs and expenses in connection with the

enforcement of his said rights (including those incurred in or

related to any arbitration proceedings provided for in subsection (a) and the enforcement

of any arbitration award in court), regardless

of the final outcome.

13.

Limitation on Payment Obligation.

(a)

Definitions.

For purposes of this Section 13, all terms capitalized but not otherwise defined

herein shall have the

meanings as set forth in Section 280G of the Code.

In addition:

(i)

the term “Parachute Payment” shall mean a payment described in Section

280G(b)(2)(A) or Section

280G(b)(2)(B) of the Code (including, but not limited to, any stock option rights,

stock grants, and other

cash and noncash compensation amounts that are treated as payments

under either such section) and not

excluded under Section 280G(b)(4)(A) or Section 280G(b)(6) of

the Code;

(ii)

the term “Reasonable Compensation” shall mean reasonable compensation

for prior personal services as

defined in Section 280G(b)(4)(B) of the Code and subject to the requirement

that any such reasonable

compensation must be established by clear and convincing evidence; and

(iii)

the portion of the “Base Amount” and the amount of “Reasonable Compensation”

allocable to any

“Parachute Payment” shall be determined in accordance with Section 280G(b)(3)

and (4) of the Code.

(b)

Limitation.

Notwithstanding any other provision of this Agreement, Parachute Payments to be

made to or for the

benefit of the Manager but for this subsection (b), whether pursuant to

this Agreement or otherwise, shall be reduced if and to the

extent necessary so that the aggregate Present Value

of all such Parachute Payments shall be at least one dollar ($1.00) less than the

greater of (i) three times the Manager’s Base Amount and (ii) the aggregate

Reasonable Compensation allocable to such Parachute

Payments.

Any reduction in Parachute Payments caused by reason of this subsection

(b) shall be applied in the manner least

economically detrimental to the Manager.

In the event reduction of two or more types of payments would be economically

equivalent,

the reduction shall be applied pro-rata to such types of payments.

This subsection (b) shall be interpreted and applied to limit the amounts otherwise payable

to the Manager under this

Agreement or otherwise only to the extent required to avoid any material

risk of the imposition of excise taxes on the Manager under

Section 4999 of the Code or the disallowance of a deduction to the Company under

Section 280G(a) of the Code.

In the making of

any such interpretation and application, the Manager shall be presumed

to be a disqualified individual for purposes of applying the

limitations set forth in this subsection (b) without regard to whether or not

the Manager meets the definition of disqualified individual

set forth in Section 280G(c) of the Code.

In the event that the Manager and the Company are unable to agree as to the application

this subsection (b), the Company’s

independent auditors shall select independent tax counsel to determine

the amount of such limits.

Such selection of tax counsel shall be subject to the Manager’s consent,

provided that the Manager shall not unreasonably withhold his

consent.

The determination of such tax counsel under this Section 13 shall be final and binding

upon the Manager and the Company.

(c)

Illegal Payments.

Notwithstanding any other provision of this Agreement, no payment shall be made

hereunder to

or for the benefit of the Manager if and to the extent that such payments are determined

to be illegal.

14.

Notices.

Any notices, requests, demands, and other communications provided

for by this Agreement shall be sufficient if in writing,

and if hand delivered or if sent by registered or certified mail, if to the Manager,

at the last address he had filed in writing with the

Company or if to the Company,

at its principal executive offices.

Notices, requests, etc. shall be effective when actually received

the addressee or at such address.

15.

Withholding.

Notwithstanding any provision of this Agreement to the contrary,

the Company may, to the extent required

by law, withhold

applicable Federal, state and local income and other taxes from any payments

due to the Manager hereunder.

16.

Assignment and Benefit.

(a)

This Agreement is personal to the Manager and shall not be assignable by the

Manager, by operation of law,

otherwise without the prior written consent of the Company otherwise than

by will or the laws of descent and distribution.

This

Agreement shall inure to the benefit of and be enforceable by the Manager’s

heirs and legal representatives.

(b)

This Agreement shall inure to the benefit of and be binding upon the Company

and its successors and assigns,

including, without limitation, any subsidiary of the Company to which

the Company may assign any of its rights hereunder; provided,

however, that no assignment of this Agreement

by the Company, by operation of law,

or otherwise shall relieve it of its obligations

hereunder except an assignment of this Agreement to, and its assumption by,

a successor pursuant to subsection (c).

(c)

The Company shall require any successor (whether direct or indirect,

by purchase, merger, consolidation,

operation

of law, or otherwise)

to all or substantially all of the business and/or assets of the Company to assume expressly

and agree to perform

this Agreement in the same manner and to the same extent that the Company would

be required to perform it if no such succession had

taken place, but, irrespective of any such assignment or assumption, this Agreement

shall inure to the benefit of and be binding upon

such a successor.

As used in this Agreement, “Company” shall mean the Company as hereinbefore defined

and any successor to its

business and/or assets as aforesaid.

17.

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.

18.

Entire Agreement;

Amendment.

(a)

Except for the change in control provisions set forth in the Company’s

annual incentive plan and long term incentive

plans, this Agreement represents the entire agreement and understanding of

the parties with respect to the subject matter hereof.

The

Manager understands and acknowledges that the Company’s

severance plan, annual incentive plan and long term incentive plans are

hereby amended with respect to the Manager to avoid duplication of benefits,

as provided in Section 7.

(b)

The Company reserves the right to unilaterally amend this Agreement without the

consent of the Manager to the

extent the Compensation/Management Development Committee of

the Company’s Board of Directors

(in its sole discretion)

determines is necessary or appropriate to avoid the additional tax under Section 409A(a)(1)(B)

of the Code; otherwise, this Agreement

may not be altered or amended except by an agreement in writing executed by

the Company and the Manager.

19.

No Waiver.

The failure to insist upon strict compliance with any provision of this Agreement

by any party shall not be deemed to be a

waiver of any future noncompliance with such provision or of noncompliance

with any other provision.

20.

Severability.

In the event that any provision or portion of this Agreement shall be determined to

be invalid or unenforceable for any

reason, the remaining provisions of this Agreement shall be unaffected

thereby and shall remain in full force and effect.

21.

Indemnification.

The Company shall defend and hold the Manager 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 the Manager of services for, or

action of the Manager as a director, officer

or employee of the Company or any parent, subsidiary or affiliate of

the Company, or of

any other person or enterprise at the Company’s

request.

Expenses incurred by the Manager in defending such a claim, action, suit or

investigation or criminal proceeding shall be paid by the Company in advance

of the final disposition thereof upon the receipt by the

Company of an undertaking by or on behalf of the Manager to repay

said amount unless it shall ultimately be determined that the

Manager is entitled to be indemnified hereunder; provided, however,

that this shall not apply to a nonderivative action commenced by

the Company

against the Manager.

IN WITNESS WHEREOF,

the Manager has hereunto set his hand and, pursuant to the authorization from

its Board of

Directors, the Company has caused these presents to be executed in its name and on its behalf

and attested by its Secretary or Assistant

Secretary, all as of the day

and year first above written.

MANAGER

/s/ Dhruwa Rai

QUAKER CHEMICAL CORPORATION

By: /s/ Robert T. Traub

Title: SVP,

General Counsel and Corporate Secretary