1
Exhibit 10.3
INCENTIVE STOCK OPTION AWARD
An Incentive Stock Option (the
“Option”) for a total of
XXX shares of $1.00 par
value per share Common Stock
(the “Stock”) of Quaker
Chemical Corporation,
also known as Quaker Houghton,
a Pennsylvania corporation (the “Company”), is hereby granted
as of MM DD,
YEAR (the “Grant Date”) to First Name Last Name (the “Optionee”), subject to the terms and provisions
of the Quaker Houghton 2016
Long-Term
Performance Incentive Plan
(the “Plan”) insofar
as the same
are applicable to
Options granted there
under. The
terms and
provisions of the Plan are incorporated herein by reference.
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.
The Option Price as determined by the
Compensation
and Human Resources Committee (the “Committee”) which has
the authority
for administering the
Plan for the
Company is $XXX.XX
per share, having
been determined pursuant
to Section 3.2
of the Plan,
which is equal to 100% of the Fair Market Value
(as defined in the Plan) of the Stock on the Grant Date.
2.
Subject to the
provisions of Paragraphs
3 and 4
hereof, the Option
may be exercised
in whole at any
time or in part
from time to
time on or after the
date the Option, or any
portion thereof, first becomes exercisable.
The Option terminates on
the earlier of the
date when fully exercised under the provisions of the Plan, the date fixed pursuant to Section 3.7(a), 3.7(b), or 3.7(c) of the Plan, or
3.
The Option may
not be exercised
if the issuance
of the Stock
upon such exercise
would constitute a
violation of any
applicable
Federal or state securities or other law or valid regulation.
Further, exercise of an Option
granted pursuant to this Agreement shall
be under and subject to Paragraph 3.4 of the Plan.
4.
The Option shall be exercisable in consecutive and near
equal installments in accordance with the following Schedule:
Incentive Stock Options
Exercisable on or After
XXX
VESTING DATE
Notwithstanding any provision to
the contrary, following
termination of Optionee’s
employment by the Company
or a Subsidiary
of the Company for any reason not
specified in Sections 3.7(a) or (b) of the Plan,
the Option shall not be or become exercisable
as
to any shares other than those shares as to which the Option shall have been exercisable in accordance with the preceding Schedule
on the date of such termination.
5.
The Option may
not be transferred
in any manner
other than by
will or the
laws of descent
or distribution and
may be exercised
during the lifetime of the Optionee
only by the Optionee,
pursuant to the terms of the
Plan.
The terms of the Option shall
be binding
upon the executors, administrators, heirs, successors, and
assigns of the Optionee.
6.
The Option may
be exercised in
accordance with such
procedures as the
Company may determine
,
through the Optionee’s
stock
plan account with the Plan’s third-party administrator.
The Optionee may exercise the Option by logging in to the Optionee’s stock
plan account at
https://shareworks.solium.com
. The Company
reserves the right
to change the
means of exercising
options or the
third-party administrator
at any time.
The third-party administrator,
on behalf of
the Company,
shall be
entitled to withhold
(or
secure payment from the Optionee in
lieu of withholding) the amount
of any withholding or other
tax required by law to
be withheld
or paid by the Company with respect to the Option
exercise.
7.
Optionee shall have
none of the rights
of a shareholder
with respect to any
shares of Stock subject
to the Option, except
as to the
shares with respect to
which Optionee has validly
exercised the Option granted
herein and tendered to
the Company the full price
Quaker Chemical Corporation
A Quaker Houghton Company
901 E. Hector Street
Conshohocken, PA 19428-2380
T: 610.832.4000
quakerhoughton.com.
