1
EXHIBIT 10.5
RESTRICTED STOCK UNIT AWARD
The Compensation
and Human
Resources Committee
(the “Committee”)
of the
Board of
Directors of
Quaker Houghton
(“the
Company”) has approved the
award (the “Award”)
to First Name Last Name
(“the Grantee”), of XX Restricted
Stock Units (“RSUs”)
under the Quaker
Houghton 2016 Long-Term
Performance Incentive Plan
(the “Plan”).
Each vested RSU
entitles Grantee to
receive
one share of Common Stock of the
Company on the Distribution Date.
Subject to Grantee’s acceptance
of the terms and conditions of
this Award
set forth in this agreement (the “Agreement”), this Award
is effective as of MM DD, YYYY (the “Effective
Date”).
Except as provided herein and in
the Plan, RSUs subject to
this Award will vest in a single installment
on MM DD, YYYY (the
“Vesting
Date”) (the period from the Effective Date to
the Vesting
Date, the “Restriction Period”).
The terms and conditions
of this Award
are governed by this Agreement
and the Plan.
Unless otherwise defined herein,
terms used in
this Agreement have the meanings assigned to them in the Plan.
In the event of any inconsistency between the terms of this Agreement
and the terms of the Plan, the terms of the Plan shall govern.
1.
As soon as practicable
after the Effective
Date of this Award,
the RSUs will be
credited to a
separate account maintained
by
the Plan’s third-party administrator
on Grantee’s behalf.
2.
The RSUs may not be transferred in any manner other than
by will or the laws of descent or distribution.
3.
The RSUs are not actual shares of Common Stock, and do not
have voting rights.
4.
Grantee will receive dividend
equivalents on RSUs.
On each date that
the Company pays a
cash dividend on a
share of Common
Stock, the
Company,
through the
Plan’s third
-party administrator,
will credit to
Grantee’s account
an additional
number of
RSUs equal to the total number of RSUs credited to Grantee’s
account on such date, multiplied by the amount of the per share
cash dividend, and divided by the Fair Market Value of a share of Common Stock on such date. RSUs credited pursuant to this
paragraph will be subject to the same terms and conditions
as the RSUs to which the dividend equivalent rights relate.
5.
Under the Plan,
unvested RSUs will
be forfeited immediately
after Grantee’s
Termination of
Service with the
Company and
its subsidiaries, unless such termination is due to death or Total Disability or on or after attainment
of age 60, in which case the
unvested RSUs will
vest on the
date of termi
nation on a pro
rata basis (based
on the number
of full months
of active service
with the Company
or a subsidiary
during the Vesting
Period over the total
number of full
months in the
Vesting
Period).
In
the event of a
Change in Control which
occurs before
Grantee’s Termination
of Service, all unvested
RSUs will fully vest
as
of the date of such Change in Control.
6.
With respect to
vested RSUs, a
corresponding number of
actual shares of Common
Stock will be deposited
into a stock plan
account established under
Grantee’s name
by the Plan’s
third-party administrator.
The date of such
transfer shall be referred
to as the “Distribution Date.”
7.
All distributions to Grantee or to
Grantee’s beneficiary
upon vesting of the RSUs hereunder
will be subject to withholding by
the Plan’s third-party administrator of amounts sufficient to cover the applicable withholding obligations.
In the event that any
required tax withholding upon the settlement of such RSUs exceeds your other compensation
due from the Company, Grantee
agrees to remit to
the Company,
as a condition to
settlement of such RSUs,
such additional amounts
in cash as are
necessary
to satisfy the required withholding.
Any and all withholding obligations may be settled with shares of
Common Stock.
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA 19428-2380
T: 610.832.4000
quakerhoughton.com.
