Amendment No. 2 to Quaker Chemical Corporation 2003 Director Stock Ownership Plan
This amendment updates the Quaker Chemical Corporation 2003 Director Stock Ownership Plan for its eligible directors. It changes how the annual retainer is paid, specifying that directors who own at least 7,500 shares of company stock will receive 25% of their annual retainer in stock and 75% in cash, unless they choose a different allocation under a discretionary election. The amendment also clarifies the process and timing for directors to make such elections. The changes are effective as of March 6, 2009.
Exhibit 10.1
AMENDMENT NO. 2 TO THE
QUAKER CHEMICAL CORPORATION
2003 DIRECTOR STOCK OWNERSHIP PLAN
(As amended March 7, 2007)
WHEREAS, Quaker Chemical Corporation (the “Corporation”) maintains the Quaker Chemical Corporation 2003 Director Stock Ownership Plan (the “Plan”) for the benefit of its Eligible Directors; and
WHEREAS, the Corporation wishes to amend the Plan to change the cash and stock allocations applicable to the Annual Retainer;
NOW, THEREFORE, the Plan is hereby amended as follows:
| 1. | Subsection (e) of Section 6 (“Payment of Annual Retainer”) is amended in its entirety to read as follows: |
| (e) | Subject to adjustment in accordance with Section 6(g), if on the Measuring Date immediately preceding the Retainer Payment Date an Eligible Director is the Beneficial Owner of 7,500 or more shares of Common Stock, 25% of the Annual Retainer payable to the Eligible Director for such year shall be paid in shares of Common Stock and 75% of the Annual Retainer for such year shall be paid in cash. Notwithstanding the preceding sentence, if an Eligible Director made a Discretionary Election for 2008 or any subsequent year, the Annual Retainer payable to the Eligible Director for such year shall be paid in accordance with the terms of the Discretionary Election. |
| 2. | The first sentence of Section 7 (“Discretionary Election”) is amended to read as follows: |
| 7. | Discretionary Election. |
If on the Measuring Date immediately preceding the Retainer Payment Date an Eligible Director is the Beneficial Owner of 7,500 or more shares of Common Stock, the Eligible Director may, in the Eligible Director’s discretion, within the 10-day period following the Measuring Date for the applicable year (the “Option Period”), irrevocably elect to receive Common Stock in payment of a percentage of the Annual Retainer for the applicable year which exceeds (but is not less than) 25%.
IN WITNESS WHEREOF, Quaker Chemical Corporation has caused these presents to be duly executed on this 6th day of March, 2009.
| Quaker Chemical Corporation | ||||||||
| Attest: | /s/ Robert T. Traub | By: | /s/ D. Jeffry Benoliel | |||||
| D. Jeffry Benoliel | ||||||||
| Vice President – Global Strategy, General Counsel and Corporate Secretary | ||||||||
