Expatriate Agreement by and between the Registrant and Dieter Laininger, dated and effective February 27, 2014

 

 

 

The following Expatriate Agreement (“Agreement”), effective February 27, 2014, is in addition to, and made a part of, the Employment Agreement between Quaker (“Quaker” or the “Company”) and you, dated June 1, 2011 (the “Employment Agreement”).  The terms outlined in this Agreement supersede and replaces specific terms outlined in the Expatriate Agreement dated January 15, 2013.

 

 

Your assignment will begin on February 27, 2014 and is expected to run through January 31, 2017. The Company at its sole discretion may reduce the length of the assignment to less than the duration listed above.  At the end of the assignment, you will be repatriated to the Quaker Europe region where every effort will be made to return you an equivalent level executive position, or if a position is not available in Quaker Europe every effort will be made to find you a comparable position in another of Quaker’s regions.  However, you will not be required to take a position outside of the Quaker Europe region unless mutually agreeable.

 

Quaker agrees to continue to employ you, and you agree to continue to serve as Quaker’s Vice President and Managing Director – South America.  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 the Chairman, Chief Executive Officer and President or the Board of Directors of Quaker.  You agree that you will, during the term of this Agreement or any extension or renewal thereof, devote your knowledge, skill, and working time solely and exclusively to the business and interests of Quaker.

 

Effective March 1, 2014 your base monthly salary will be increased to €18,855.38 gross (subject to all applicable withholding) which represents an annualized amount of €226,264.56.  Your base monthly salary of Euro’s will be converted to REALS using the FX conversion at the end of that business day on which Quaker Brazil’s salary is paid. This methodology for converting your base monthly salary amount into REALS will remain unchanged unless adjusted consistent with Quaker’s then current practice for reviewing executive officers’ salaries and performance.

 

You will be eligible for your next base monthly salary increase in March, 2015, consistent with Quaker’s current practice for reviewing executive officers’ salaries and performance.

 

 

Under Quaker’s Long-Term Incentive Plan, you will participate at Level 1 with the awards to be annually approved by the Compensation and Management Development Committee of the Board of Directors of Quaker.  Both of the aforementioned incentive Plans may be amended by the Board of Directors at any time including eligibility to participate in any given incentive plan, the level of participation in any Quaker incentive plan, and the terms and conditions of any Quaker incentive plan.  Any changes to those Plans, including participation levels, shall not affect any of the other terms and conditions hereof or of your Employment Agreement, including, without limitation, the covenants contained in the “Provisions to Protect The Company’s Interests”, which is attached to your Employment Agreement.

 

 

       You will be eligible for a company automobile for business and personal use consistent with Quaker Brazil practice applicable to such benefit as the same may be revised from time to time.

 

You and your eligible dependent will be eligible for the international CIGNA medical and dental benefits plans while on assignment in Brazil.

 

For the duration of your assignment, you and your spouse are eligible for home leave expense reimbursements of up to a combined total of €12,000.00 per assignment year, which are limited to airfare, automobile transportation, and lodging, when traveling to and from your home country.  If trips are not made, no reimbursement will be paid.

 

Quaker will provide for the shipping of your household goods by air, at the end of the assignment, each for up to a maximum of 5,5cbm gross or 78 cubic feet of goods whichever is deemed the greater. At your request, you are eligible for the cost of reasonable storage for household goods to be stored within your home country until the end of your assignment.

 

Quaker will provide for the cost of your personal income tax filing preparation for Germany and Brazil for each calendar year while on assignment.

 

As part of your agreement to extend your expatriate assignment, on February 27, 2014 you were granted 2,500 restricted shares of Quaker common stock.  These shares will vest in three (3) equal installments on the anniversary date of this award. (Consequently, 833 shares will vest on February 27, 2015; another 833 shares will vest on February 27, 2016; and the final 834 shares will vest on February 27, 2017).  You must be actively employed by Quaker on the vesting dates to receive the specific shares vesting on that date.

 

Effective March 1, 2014 through the final full month of your assignment, you will receive a cost-of-living monthly base salary adjustment of €2,514.05.  This monthly payment will remain unchanged during the duration of the assignment.  This payment will be converted to REALS using the FX conversion at the end of the business day on regular Quaker Brazil’s pay dates; the same dates that your regular base salary is paid. These payments will be subject to all normal withholdings.

 

A tax equalization calculation will be completed for each calendar year while on assignment.  Depending on the calculation, you may be eligible for a tax equalization payment.

 

Through the end of your assignment, you will be eligible for a housing allowance of up to R$11,500 per month.  Any cost over this amount will be your responsibility.

 

Other than listed above, there will be no additional changes to, all other terms and conditions of the Employment Agreement and any prior amendments thereto, as well as all company rules and practices, shall remain unchanged and in full force and effect.

 

This Agreement may be executed in one or more counterparts, all of which will be considered one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (including by facsimile transmission) to the other parties hereto, it being understood that all parties need not sign the same counterpart.

 

We kindly request your acceptance of these terms by signing below and returning to the Vice President Human Resources in the Corporate Human Resources Department.

 

I hereby accept the offer as stated in the terms described above.

 

/s/ Dieter Laininger		Quaker Chemical Industria e Comercio Ltda.
Dieter Laininger
Date: 19.03.2014		By:	/s/ Raquel Bastos Lopes
		Date:	19.03.2014
Quaker Chemical B.V.
By: /s/ E. ten Duis			Acknowledged and approved
Date: 26.03.2014			Quaker Chemical Corporation
		By: /s/ Robert T. Traub
		Date:           4/1/14