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EXHIBIT 10.6
PERFORMANCE STOCK UNIT AWARD
The Compensation and Human
Resources Committee (the “Committee”)
of the Board of Directors
of Quaker Houghton
has approved
the award (the
“Award”)
to FIRST NAME
LAST NAME
(the “Grantee”)
,
of XXX performance
stock units
(PSUs) as of
MM DD,
YEAR (the “Grant Date”),
subject to achieving a
pre-determined targeted performance based on
the Company’s relative total shareholder
return (“TSR”) as compared to the TSR of the S&P Mid Cap 400
(Materials Group) over the three-year period from January
1, 2022
to
December 31, 202
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under the Quaker
Houghton 2016 Long
-Term Performance
Incentive Plan (the “Plan”).
This Award
is subject to
your acceptance
of the terms
and conditions
of this Award
set forth
in this agreement
(the “Agreement”).
The level of
payment can
range from 0% to 200% (the “achievement
percentage”) of the Target
PSU award depending on our TSR performance.
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.
PSUs will be
paid in the
calendar year
following the
end of the
performance period.
The number
of shares of
Quaker
Houghton that will be paid under the PSU award will be equal to (i) the achievement percentage times (ii) the Target
PSU
2.
Grantee (or Grantee’s
beneficiary) will have no voting
rights with respect to the PSUs.
3.
Grantee will not be entitled to receive cash dividends
or dividend equivalents on PSUs.
4.
PSUs may not be transferred in any
manner other than by will or the
laws of descent or distribution.
5.
Unvested PSUs will
be forfeited
in the event
Grantee’s employment
ends prior to
the completion
of the vesting
period,
unless such termination is due
to (i) death, (ii) Total
Disability or (iii) retirement on
or after attainment of age 60
,
in each
case, as
provided in
the Plan.
If the
Grantee’s termination
occurs due
to the
aforementioned circumstances,
then the
Grantee’s PSUs will be prorated
based on active service during the performance
period, as provided in the Plan.
6.
All distributions to Grantee or to Grantee’s
beneficiary upon vesting of the PSUs 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
PSUs exceeds
your other
compensation due
from the
Company, Grantee agrees to
remit to the Company, as a condition to settlement of such PSUs, 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.
7.
Nothing in the Plan or
this Agreement will be construed
as creating any right in
the Grantee to continued
employment or
service,
or as altering or amending the existing
terms and conditions of the Grantee’s
employment or service.
8.
All notices required to
be given hereunder shall be
mailed by registered or
certified mail to the Company
to the attention
of its Secretary,
at 901 E.
Hector Street, Conshohocken,
Pennsylvania 19428,
and to Grantee
at Grantee’s
address as it
appears on the Company’s books and records unless either of said parties has duly notified
the other in writing of a change
in address.
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA 19428-2380
T: 610.832.4000
quakerhoughton.com.
