Exhibit 10(o)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
DATED AUGUST 14, 1995 BETWEEN
QUAKER CHEMICAL CORPORATION AND RONALD J. NAPLES
AMENDMENT NO. 1 ("Amendment"), dated and effective as of January 1, 1997,
between QUAKER CHEMICAL CORPORATION, a Pennsylvania corporation (the
"Company"), and RONALD J. NAPLES ("Executive").
BACKGROUND:
The Company and Executive entered into an Employment Agreement dated
August 14, 1995 (the "Employment Agreement"). The Company and Executive
desire, by this Amendment No. 1, to amend the Employment Agreement in certain
respects.
NOW, THEREFORE, intending to be legally bound hereby, the Company and
Executive agree as follows:
1. Paragraph 4(b) of the Employment Agreement is hereby amended by
adding thereto the following sentence:
"Notwithstanding anything contained in this Paragraph 4(b) to the
contrary, this Paragraph 4(b) shall not apply to and Executive shall
not participate in the Quaker Annual Incentive Compensation Plan for
the years 1997 and 1998."
2. The Employment Agreement is hereby amended by adding thereto a new
Paragraph 4.1 which reads as follows:
"4.1 1997 and 1998 Restricted Stock Awards.
(a) On or before June 30, 1997, the Company shall cause to be
issued in Executive's name 35,000 shares of the Company's Common
Stock as a restricted stock award for the years 1997 and 1998 (the
"Award Shares"). Certificates representing the Award Shares shall
be deposited with the Company together with stock powers endorsed by
Executive in blank to be held in custody by the Company for the
Executive's account. The certificates representing the Award Shares
shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions of Paragraph 4.1 of an Employment Agreement between
Quaker Chemical Corporation and Ronald J. Naples dated August
14, 1995, as amended. A copy of such Employment Agreement is
on file in the offices of Quaker Chemical Corporation."
(b) On or before May 1 of each of the years 1997 and 1998, the
Compensation Committee shall establish "Operating Income Financial
Performance Criteria" for the Company for each of those years, and
shall set levels thereof to be achieved so as to permit the delivery
of 30%, 40% or 50% of the Award Shares to Executive for each such
year.
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(c) The Company shall deliver Award Shares to Executive free
of the aforesaid legend and of all restrictions (except as otherwise
provided in this Paragraph 4.1) in two installments of up to 17,500
Award Shares each on March_31, 1998 and 1999, provided that
Executive is employed by the Company on the immediately preceding
December 31. The number, if any, of Award Shares to be delivered to
Executive in each such installment shall be determined by comparing
the Company's actual results for the years 1997 and 1998, as the
case may be, with the Operating Income Financial Performance
Criteria established and levels set for such year pursuant to
Paragraph 4.1(b). Interpolation shall be applied to determine the
exact number of Award Shares to be delivered if the Company's
results fall between the levels for a 30%, 40% or 50% delivery.
If by March 31, 1998, less than 17,500 Award Shares have been
delivered or are deliverable to Executive, the difference between
the number of Award Shares so delivered or deliverable and 17,500
shall be forfeited and transferred to the Company without further
action by Executive or the Company.
If by March 31, 1999, less than 35,000 Award Shares have been
delivered or are deliverable to Executive, the difference between
the number of Award Shares so delivered or deliverable and 35,000
shall be forfeited and transferred to the Company without further
action by Executive or the Company.
(d) During the period Award Shares are held in custody by the
Company, Executive shall generally have the rights and privileges of
a shareholder as to the Award Shares including the right to all cash
or stock dividends paid with respect to the Award Shares and the
right to vote the Award Shares, except that none of the Award Shares
may be sold, transferred, assigned, pledged, or otherwise encumbered
or disposed of by Executive except by will or the laws of dissent
and distribution. Subject to Paragraph 4.1(e), all of the Award
Shares remaining in the custody of the Company shall be forfeited to
the Company and all rights of Executive to the Award Shares shall
terminate without further obligation on the part of the Company upon
the termination of Executive's employment with the Company. Upon
such forfeiture of any Award Shares, the forfeited shares shall be
transferred to the Company without further action by Executive or
the Company.
(e) Notwithstanding anything contained in this Paragraph 4.1
to the contrary, if prior to December 31, 1998 Executive's
employment with the Company shall terminate by reason of his death
or by reason of his disability or if the Company shall terminate
Executive's employment with the Company without "Cause", or
Executive shall terminate his employment with the Company for "Good
Reason", or there shall occur a "First Event" or a "Significant
Transaction" (as each of said terms are defined in this Agreement),
then, and in any such event, the Company shall, within thirty days
after the occurrence of such event, pay and deliver to Executive or
his personal representative, as the case may be, free of all
restrictions (except as otherwise provided in this Paragraph 4.1),
the remaining Award Shares in the custody of the Company which have
not been delivered to Executive. The termination of Executive's
employment on or after December 31, 1998 shall not affect his right,
if any, to receive the delivery of Award Shares pursuant to
Paragraph 4.1(c).
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(f) In the event of a change in the outstanding shares of the
Company's Common Stock through reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up,
stock dividend, stock consolidation or otherwise, or in the event of
a sale of all or substantially all of the assets of the Company,
appropriate and proportionate adjustments shall be made by the
Compensation Committee in the number and kind of shares of capital
stock to be paid by the Company.
(g) The Company shall determine the appropriate amount of
Federal, state and local withholding taxes or charges due as a
result of the payment of the Award Shares, which amount the Company
shall transmit to the appropriate taxing authority (the "Withholding
Amount"). Executive may satisfy any such withholding tax obligation
by any of the following means or by a combination of such means:
(a) authorizing the Company to deduct from the number of Award
Shares otherwise deliverable hereunder, such number of Award Shares
as shall have a fair market value equal to the Withholding Amount;
(b) delivering to the Company such number of unencumbered shares of
the Company's Common Stock as shall have an aggregate fair market
value equal to the Withholding Amount; or (c) tendering a cash
payment.
(h) Award Shares will not be paid and delivered to Executive
hereunder except in compliance with all applicable Federal and state
laws and regulations including, without limitation, compliance with
all Federal and state securities laws, withholding tax requirements
and the rules of all stock exchanges, if any, on which the Company's
Common Stock may be listed.
(i) Executive represents and warrants to the Company that he
is and will be acquiring the Award Shares to be paid and delivered
to him hereunder for investment for his own account and not with a
view to the resale, distribution or public offering thereof.
Executive acknowledges that he has been informed and is aware that
the Award Shares are not and may not be registered under the
Securities Act of 1933 and applicable state securities laws (and
that the Company has no obligation to effect such registration) and
must be held indefinitely until they are subsequently registered
under said Act or an exemption from such registration is available;
and that routine sales of securities made in reliance upon SEC Rule
144 can be made only in limited amounts in accordance with the terms
and conditions of that Rule and subject to compliance with Section
16 of the Securities Exchange Act of 1934.
(j) Any share certificate delivered to Executive hereunder may
bear such legends and statements as the Company shall deem advisable
to assure compliance with Federal and state laws and regulations.
The Company may require Executive to execute and deliver to the
Company an agreement or other instrument evidencing Executive's
acceptance of the terms and conditions hereof or as may be deemed
necessary to effectuate the provisions of this Agreement."
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3. Except as specifically provided herein, the Employment Agreement
remains in full force and effect without further modification or amendment.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 as of the day and year first above written.
QUAKER CHEMICAL CORPORATION
By:
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RONALD J. NAPLES
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