EXHIBIT 10 (j)
This Stock Option Agreement dated October 2, 1995 replaces and supersedes
the Ronald J. Naples Stock Option Agreement dated August 14, 1995,
effective October 2, 1995 (the "prior document"). The purpose of this
Stock Option Agreement is to fix the Option Prices and to complete
Paragraph 5, all of which were established by formulae in the prior
document.
RONALD J. NAPLES
STOCK OPTION AGREEMENT
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1. A STOCK OPTION (the "Option") for a total of 200,000 shares of
Common Stock (the "Stock"), par value of $1 per share, of Quaker Chemical
Corporation, a Pennsylvania corporation (the "Company") is hereby granted
to Ronald J. Naples ("Naples") subject to the terms and provisions of the
Quaker Chemical Corporation 1993 Long-Term Performance Incentive Plan (the
"Plan") insofar as the same are applicable to Stock Options granted
thereunder. The terms and provisions of the Plan are incorporated herein
by reference.
2. The Option Price(s) as determined by the Compensa tion/Management
Development Committee (the "Committee") which has the authority for
administering the Plan for the Company are:
As to 100,000 shares -- $17.50 per share
As to 50,000 shares -- $19.25 per share
As to 50,000 shares -- $22.50 per share
having been determined pursuant to Section 3.2 of the Plan, which are equal
to or greater than 100% of the Fair Market Value (as defined in the Plan)
of the Stock on the date of the grant of the Option.
3. Subject to the provisions of Paragraphs 4, 5 and 6 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 3.8(a), 3.8(b), or 3.8(c) of the Plan, or October 1, 2005, unless
the term shall be restricted by other applicable law.
4. 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. If required by the
Committee, the Naples, as a condition to his exercise of this Option, shall
represent to the Company that the Stock which he acquires upon exercise of
the Option is being acquired by the Naples for investment and not with a
present view to distribution or resale thereof. Naples agrees to accept
certificate(s) representing the Stock issued upon the exercise of the
Option bearing a legend referring to the fact that the Stock represented by
that certificate(s) has not been registered under the Securities Act of
1933 or applicable state "Blue Sky" laws and indicating that transfers
thereof are restricted if the same shall be determined by the Committee to
be necessary. Further, exercise of an Option granted pursuant to this
Agreement shall be under and subject to Paragraph 3.4 of the Plan.
5. This Option consists of Incentive Stock Options as to
17,142 shares and Non-Qualified Options as to 182,858 shares and shall be
exercisable in accordance with the following Schedule:
INCENTIVE STOCK OPTIONS:
Number of Shares Exercisable on or after
---------------- ---------------------------------------
5,714 One year from date of this Agreement
5,714 Two years from date of this Agreement
5,714 Three years from date of this Agreement
NON-QUALIFIED OPTIONS:
Number of Shares Exercisable on or after
---------------- ---------------------------------------
129,286 One year from date of this Agreement
29,286 Two years from date of this Agreement
24,286 Three years from date of this Agreement
6. Notwithstanding anything contained in Paragraph 5 hereof to the
contrary, if, prior to October 2, 1998, Naples' employment with the Company
shall terminate by reason of his death or by reason of his disability or
the Company shall terminate Naples' employment with the Company without
"Cause" as defined in Paragraph 12(c) of Naples' Employment Agreement with
the Company dated August 14, 1995 (the "Employment Agreement"), or Naples
shall terminate his employment with the Company for "Good Reason" pursuant
to Paragraph 12(d) of the Employment Agreement, or there shall occur a
"Change of Control" (hereafter defined), then and in such event the Option
shall, on the date of the occurrence of such event, become immediately
exercisable in full.
For the purposes of the preceding paragraph, "Change of Control" means
the occurrence of a "First Event" or a "Significant Transaction" (as said
terms are defined in the Employment Agreement).
7. 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 Naples only by him. The terms of the Option shall be
binding upon the executors, administrators, heirs, successors, and assigns
of the Naples.
8. The Option may be exercised only upon payment of the appropriate
amount and delivery of the completed "Notice of Exercise," attached hereto,
to the Secretary of the Company. Any attempted exercise of the Option
without such delivery of the "Notice of Exercise" may be disregarded by the
Company. Payment and delivery for the purposes hereof may also be
accomplished by making payment and delivery to an agent duly appointed by
the Company for the purposes of accepting payment and notice of exercise.
Where any such appointment is made, the Company shall so advise Naples, and
Naples may rely upon such notice until such notice is revoked or amended.
9. Naples 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 Naples has validly exercised the Option
granted herein and tendered to the Company the full price therefor.
10. 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 Elm and Lee Streets, Conshohocken, Pennsylvania 19428, and to
Naples at Naples'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
By: /s/ PETER A. BENOLIEL
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Peter A. Benoliel,
Chairman of the Board
Dated: October 2, 1995
Naples acknowledges receipt of a copy of the Plan, and represents that
he is familiar with the terms and provisions thereof, and hereby accepts
the Option subject to the terms and provisions of the Plan insofar as they
relate to Incentive Stock Options granted thereunder. Naples agrees hereby
to accept as binding, conclusive, and final all decisions or
interpretations of the Committee upon any questions arising under the Plan
or the Option. Naples authorizes the Company to withhold in accordance
with applicable law from any compensation payable to him any taxes required
to be withheld by federal, state, or local law as a result of the exercise
of the Option.
NAPLES REPRESENTS THAT, AT THE TIME THE OPTION IS GRANTED, HE DOES NOT
OWN DIRECTLY OR INDIRECTLY (AS DETERMINED UNDER SECTION 424(d) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED), STOCK POSSESSING MORE THAN 10%
OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK OF QUAKER
CHEMICAL CORPORATION OR ANY OF ITS SUBSIDIARIES.
/s/ RONALD J. NAPLES
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Ronald J. Naples