EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made and entered into as of the 14 day of
June, 1993, by and between QUAKER CHEMICAL CORPORATION, a Pennsylvania
corporation (hereinafter referred to as "QUAKER"), and JOSE LUIZ BREGOLATO
(hereinafter referred to as "BREGOLATO").
W I T N E S S E T H:
WHEREAS, QUAKER wishes to employ BREGOLATO and BREGOLATO
wishes to be employed by QUAKER;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. QUAKER agrees to employ BREGOLATO and BREGOLATO agrees to serve
QUAKER as Vice President-South America of QUAKER and such other executive and
administrative duties as shall be assigned to him by the Board of Directors or
President of QUAKER.
2. The term of BREGOLATO's employment shall commence on 14 June 1993
and continue for an indefinite period of time.
3. QUAKER shall pay to BREGOLATO and BREGOLATO shall accept an annual
rate of salary as set forth in Exhibit A attached hereto, payable semi-monthly,
during the term of this Employment Agreement or any extension or renewal
thereof.
4. BREGOLATO shall participate in such QUAKER Incentive Programs as
described and set forth in Exhibit A. As an Officer of
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QUAKER, the particulars of Exhibit A may be amended by the Board of Directors at
any time as to any matter set forth therein including rate of annual salary,
eligibility to participate in any given QUAKER incentive plan, the level of
participation in any QUAKER incentive plan, and the terms and conditions of any
QUAKER incentive plan. Any changes to Exhibit A shall not affect any of the
other terms and conditions hereof including, without limitation, the provisions
of Paragraph 10. For the purposes of this Agreement, the term "QUAKER Incentive
Program" shall refer to each individual as well as the combined incentive
programs approved by the Board of Directors. Revisions to Exhibit A shall become
effective upon notification in writing by QUAKER.
5. BREGOLATO shall also receive vacation time equal to thirty calendar
days annually and a compensation equal to a half-month salary.
6. In the event of the death of BREGOLATO during which this Employment
Agreement is in effect, and as to which no notice of termination has been given
by either party, QUAKER shall (a) continue to pay a sum of money equal to the
salary that would have been paid to him for four months following his death just
as if he were living, and (b) QUAKER shall pay a death benefit payment in the
amount of BREGOLATO's annual salary as set forth in Paragraph 3 hereof, plus the
sum of $30,000, and payment thereof shall be made, without interest, in three
equal payments respectively within 16, 28, and 40 months after the date of his
death. Payments made pursuant to this Paragraph 6 shall be made to the person or
persons
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who may be designated by BREGOLATO, in writing, and, in the event he fails to so
designate to whom payments shall be made, payments shall be made to BREGOLATO's
personal representatives.
7. BREGOLATO covenants and agrees that he will, during the term of this
Employment Agreement or any extension or renewal thereof, devote his knowledge,
skill, and working time solely and exclusively to the business and interests of
QUAKER. BREGOLATO further covenants and agrees that he will not, during the term
of this Employment Agreement or any extension or renewal thereof, directly or
indirectly, enter into any business or employment of a similar nature as QUAKER
or of any wholly or partially-owned subsidiary of QUAKER (as owner, employee,
agent, or otherwise) unless QUAKER consents in writing to such activity.
8. BREGOLATO covenants and agrees that he will, during and after the
termination of his employment hereunder, hold inviolate and keep secret all
knowledge or information obtained by him or developed by him from or out of his
employment including, but not limited to, trade secrets, materials used, trade
practices, names of customers, formulae, and processes of manufacture, all of
which shall be and shall remain the sole and absolute property of QUAKER and/or
its subsidiaries, as the case may be, and that he will not impart or make known
any of such knowledge or information to any person, firm, or corporation except
when specifically authorized so to do in writing signed by the Chairman of the
Board or the President of QUAKER.
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9. BREGOLATO covenants and agrees that for a period of one year after
the termination of his employment hereunder, he will not, directly or
indirectly, solicit, cause to be solicited, or aid in soliciting the business of
any accounts sold or solicited by QUAKER or by any of its subsidiary or
affiliated companies, or any joint venture of which QUAKER is a party, during
the period of his employment by QUAKER. The foregoing is intended to apply only
to such activities which may relate to the selling of products or materials
similar in nature or functional usage to those manufactured and/or sold by
QUAKER, or by any of its subsidiary or affiliated companies or such joint
ventures, and, as well, to any advisory services with respect thereto. In
addition, BREGOLATO covenants and agrees that after termination, he will not at
any time seek to hire or engage as a consultant any QUAKER employee.
10. The purpose of this Paragraph 10 is to reinforce and encourage the
continued dedication and attention of BREGOLATO to BREGOLATO's assigned duties
under this Employment Agreement without distraction as a result of circumstances
which may arise from the possibility of a change of control or an attempt to
change the control of QUAKER.
(a) Upon the occurrence of a "First Event," QUAKER will deposit
in an escrow account at Philadelphia National Bank (or such other bank as QUAKER
may hereafter designate) (the "Bank") an amount equal to BREGOLATO's then
current annual salary for an eighteen (18) month period ("Termination Pay"). A
"First Event"
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for the purposes of this Agreement shall mean any one of the
following events.
(1) Shares of QUAKER's Common Stock are acquired (other than
directly from QUAKER in exchange for cash or property) by any person
(as used in Sections 13 and 14 of the Act) other than a person who is
a present Officer or Director of QUAKER, who thereby becomes the
beneficial owner (as defined in Rule 13d-3 under the Act) of more than
10% of the issued and outstanding shares of QUAKER's Common Stock.
(2) Any person, firm, or corporation (including a shareholder of
QUAKER) makes a tender offer or exchange offer for, or a request or
invitation for tenders or exchanges of, shares of QUAKER's Common
Stock.
(b) If a "Second Event" shall occur and thereafter (but within
three (3) years after date of the occurrence of the First Event) BREGOLATO's
employment with QUAKER shall terminate for a reason other than (I) BREGOLATO's
death, (II) BREGOLATO's normal retirement for age, (III) BREGOLATO's physical or
mental disability in accordance with prevailing QUAKER policy, (IV) by QUAKER as
a Termination for Cause, or (V) by BREGOLATO other than as a Termination for
Good Reason, BREGOLATO may demand that the Bank pay BREGOLATO the Termination
Pay (the "Demand").
A "Second Event" for the purposes of this Agreement shall mean
any of the following events occurring after a First Event:
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(1) A new Director of QUAKER is elected in an election in which
the acquirer of the shares or the offeror or the requester voted, in
person or by proxy, and such new Director was not nominated as a
candidate in a proxy statement forwarded to shareholders by QUAKER's
management prior to the occurrence of the First Event.
(2) More than 20% of the issued and outstanding shares of
QUAKER's Common Stock are owned by one person (as used in Sections 13
and 14 of the Act) other than a person who is a present Officer or
Director of QUAKER.
(3) During any period of two consecutive calendar years,
individuals who at the beginning of such period constitute QUAKER's
Board of Directors cease for any reason to constitute at least a
majority thereof, unless the election or the nomination for election
by QUAKER's shareholders of each new Director was approved by a vote
of at least two-thirds (2/3) of the Directors then still in office who
were Directors at the beginning of the two (2) year period.
(c) After the receipt of the Demand, the Bank will pay BREGOLATO
the Termination Pay in eighteen (18) equal consecutive monthly installments, the
first such installment to be paid within thirty (30) days from the date of the
demand. BREGOLATO shall not be required to diminish the amount of any payment to
which he is entitled under this subparagraph (c) by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this subparagraph
(c) be reduced by any compensation earned by BREGOLATO
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as the result of employment by another employer after the date of
termination.
(d) QUAKER may withdraw the deposited Termination Pay if three
(3) years elapse from the date of deposit thereof, and if no demand has been
made. If, prior to the expiration of said three (3) year period, there shall
occur another First Event, QUAKER will not be required to make an additional
deposit of Termination Pay, but the three (3) year period described herein shall
be deemed to commence on the date of the occurrence of the last such First
Event.
(e) QUAKER shall pay the usual and customary charges of the Bank
for acting as escrow agent. QUAKER will be entitled to the payment of any and
all interest and other income earned by the Bank through the investment of the
deposited Termination Pay. Said interest shall be paid to QUAKER as earned. The
escrow arrangement may be subject to the Bank's usual rules and procedures, and
QUAKER will indemnify the Bank against any loss or liability for any action
taken by it in good faith as escrow agent.
11. In the event that QUAKER, in its sole discretion and at any time
terminates this Agreement with BREGOLATO, QUAKER agrees to provide BREGOLATO
with reasonable out-placement assistance and a severance payment that shall be
equal to but not less than an amount equal to six months' compensation, which
shall be increased by one month for each additional year of employment up to a
maximum of twelve months' compensation.
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12. Termination. This Employment Agreement also can be terminated at
any time by "Termination for Cause" or "Termination for Good Reason" as defined
in Paragraph 13.
13. Definitions. For the purposes of this agreement, the following
definitions shall apply and will be used:
(a) "Act" means the Securities Exchange Act of 1934, as amended;
(b) "QUAKER's Common Stock" means shares of Common Stock, $1.00
par value, of QUAKER;
(c) "Termination for Cause" means BREGOLATO's employment with
QUAKER shall have been terminated by QUAKER by reason of either:
(A) The willful and continued failure by BREGOLATO substantially
to perform BREGOLATO's duties under this Employment Agreement; or
(B) The willful engaging by BREGOLATO in a continued course of
misconduct which is materially injurious to QUAKER, monetarily or
otherwise.
BREGOLATO shall have been given notice thereof from QUAKER's Board
of Directors and an opportunity (with counsel) to be heard by said Board of
Directors, and the Board of Directors shall have made a reasonable and good
faith finding that BREGOLATO was guilty of the conduct set forth in clause (A)
or (B) hereof.
(d) "Termination for Good Reason" means BREGOLATO's employment
with QUAKER shall have been terminated by BREGOLATO by reason of a material
change announced or promulgated by QUAKER in
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the terms, conditions, duties, compensation, or benefits of BREGOLATO's
employment with QUAKER and not agreed to by BREGOLATO.
14. This Employment Agreement contains all the agreements and
understandings between the parties hereto with respect to BREGOLATO's employment
by QUAKER and supersedes all prior or contemporaneous agreements with respect
thereto. This Employment Agreement shall be binding upon and for to the benefit
of the parties hereto and their respective personal representatives, successors,
and assigns.
IN WITNESS WHEREOF, QUAKER has caused this Employment Agreement to be
signed by its President, thereunto duly authorized, and its corporate seal to be
hereunto affixed and attested by its Vice President and Corporate Secretary, and
BREGOLATO has hereunto set his hand and seal all as of the day and year first
above written.
ATTEST: QUAKER CHEMICAL CORPORATION
[SEAL]
By:
- ------------------------------ -----------------------------
Karl H. Spaeth
Vice President and Corporate
Secretary
WITNESS:
- ------------------------------ -------------------------------
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EMPLOYMENT AGREEMENT
EXHIBIT A
Effective:
Name of Employee: Jose Luiz Bregolato
Address: Rua Ipanema 151/902
22631-390 Barra da Tijuca
Rio de Janeiro - RJ - Brasil
Title: Vice President-South America
Annual Rate of
Salary at
Starting Date: $105,000*
* It is agreed that on a semi-monthly basis, Bregolato is authorized to withdraw
cruzeiros in the amount equal to U.S. dollars pro-rated on a semi-monthly basis.
While not guaranteed, this amount may be amended based on performance.
Participation in Quaker Incentive Programs through 1993
It is understood that under conditions of the Quaker incentive programs, changes
in the percentage of award criteria are possible in response to business
requirements.
Incentive Bonus Plan
Bonus will be based on the following award criteria of Quaker's Incentive
Bonus Plan
Corporation Financial Results 35%
South America Financial Results 25%
Personal Goals 40%
Target Award will be $57,750. Award to be prorated in 1993 to reflect
actual employment period.
For the year 1993 only, the Incentive Bonus payable will not be less than
$20,000.
Long-Term Performance Incentive Plan
Type of stock options offered - Incentive
Number of shares subject to option - 20,000
Performance Incentive Units - 10,000
Option price per share - Closing price on effective date hereof
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Participation under and subject to the terms of a Stock Option Agreement
Automobile Allowance
To be allowed an automobile similar in style to a Chevrolet Omega 3.0 (6
cylinder) with Quaker to pay all operating expenses, except for vacation
travel. It will be traded in on a new vehicle every three years.
Housing
Quaker will provide a company loan equal to the outstanding balance of
Bregolato's existing loan ($35,000), repayable over five years and on the
following terms and conditions --
1. Bregolato hereby acknowledges receipt of a loan for housing from Quaker
Chemical Corporation in the amount of $US 35,000.00.
2. In consideration of the foregoing and intending to be legally bound hereby,
Bregolato agrees to repay the loan in 5 equal payments of $US 7,000.00 each
beginning June 1, 1994 and June 1 of each year thereafter, by check payable
to Quaker Chemical Corporation and delivered to W. G. Hamilton, Corporate
Treasurer, Quaker Chemical Corporation, Elm and Lee Streets, Conshohocken,
PA 19428
3. The loan shall be interest free and no interest shall be payable with
respect to the outstanding principal.
4. Should Bregolato's employment with Quaker Chemical Corporation (or any
subsidiary or affiliate thereof) cease for any reason, the outstanding
balance of the loan shall immediately become due and payable in full on the
date active employment ceases.
School Costs
Quaker will reimburse Bregolato for up to 50% of school costs of children,
not to exceed $250.00 per month, for a period of two years. Reasonable
English language instruction will be provided Bregolato's wife.
Medical/Dental; Pension; Life Insurance
Quaker will provide or assist in providing medical/dental, pension, and
life insurance coverage using Quaker's United States practices as general
guidelines. Coverage may not be equal or equivalent.
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Expenses
Quaker will reimburse Bregolato for reasonable expenses incurred in the
conduct of business, including the installation of a telephone line,
provided requests for reimbursement are properly documented, submitted, and
approved.
Vacation
Allowable vacation time will be equal to thirty calendar days annually and
compensation equal to half-month salary.
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