1
EXHIBIT 10.1
RESTRICTED STOCK AWARD
Pursuant to the current compensation
structure for a member of the
Board of Directors of Quaker Houghton
(the “Board”), First Name
Last Name
(the “Grantee”),
is hereby
issued shares
of $1.00
par value
Common Stock
of Quaker
Houghton (the
“Company”) as
a
Restricted Stock
Award
(the “Award”)
under the
Quaker Houghton
2016 Long-Term
Performance Incentive
Plan (the
“Plan”)
representing a $110,000.00
equity award calculated as of MM DD, YYYY (the “Effective
Date”) at $XXX.XX per share.
This Award
is subject to Grantee’s acceptance
of the terms and conditions of this Award
set forth in this agreement (the “Agreement”).
Except as provided herein and in the Plan, shares of
Restricted Stock subject to this Award will vest in a single installment on the earlier
of (i) MM
DD, YYYY or
(ii), if Grantee’s
retirement date is
the date of
the Company’s
annual meeting in
the next service
year (and
Grantee is not
up for re-election
to serve a
new term on
the Board), the
day before the
date of the
Company’s annual
meeting in that
year.
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 Company will transfer
the number of shares
of Common Stock
designated in this Award
into a book entry account, opened in Grantee’s
name with the Company’s transfer
agent.
2.
Shares of Restricted Stock
transferred under paragraph 1
are subject to certain
restrictions for so long
as such shares remain
unvested
and subject
to a risk
of forfeiture.
Shares of Restricted
Stock that
have not
fully vested
under the
vesting provisions
described
herein, notwithstanding
Grantee’s right
to vote such
stock and receive
dividends thereon, may
not be sold,
assigned, transferred,
exchanged, pledged, hypothecated or
otherwise encumbered. Grantee may,
however, grant to
another person a revocable proxy
to
vote unvested shares of Restricted Stock at a Company
stockholders’ meeting.
3.
Grantee (or Grantee’s
beneficiary) will have
full voting rights
with respect to
shares of Restricted
Stock granted pursuant
to this
Award.
4.
Grantee will be entitled to receive cash dividends on
shares of Restricted Stock payable to shareholders of record after
the Effective
Date (unless and until such
Restricted Stock is forfeited).
Cash dividends paid on unvested
shares of Restricted Stock will
be treated
as ordinary compensation and are
subject to withholding.
Any stock dividends (or other
non-cash dividends) on shares of
Restricted
Stock will be subject to the same restrictions as the Restricted
Stock.
5.
Under the Plan,
unvested shares of
Restricted Stock will
be forfeited
in the event
Grantee’s Board
directorship ends prior
to the
completion of the
vesting period, unless
such termination is
due to (i) death,
(ii) Total
Disability or (iii)
retirement after attaining
the retirement age under the Board’s
retirement policy.
6.
Shares of
Restricted Stock
that are
no longer
subject to
forfeiture, will
be deposited
to Grantee’s
stock plan
account with
the
Company’s third-party administrator as soon as practicable
after the date on which
they irrevocably vest.
Upon the vesting of shares
of Restricted Stock, the
prohibition against the
sale or transfer of
such shares will be
lifted and such
shares may be treated
as any
other shares
of Common
Stock of
the Company,
subject to
any restrictions
on transfer
that may
be applicable
under Federal
securities laws or the Company’s
Insider Trading Policy.
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.
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA 19428-2380
T: 610.832.4000
quakerhoughton.com.
