Exhibit 10(v)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made and entered into as of the 15th day of
March 1999, by and between QUAKER CHEMICAL CORPORATION, a Pennsylvania
corporation (hereinafter referred to as "QUAKER"), and IAN CLARK (hereinafter
referred to as "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, QUAKER wishes to employ EXECUTIVE, and EXECUTIVE 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 EXECUTIVE, and EXECUTIVE agrees to serve as
Vice President-U.S. Commercial Operations of QUAKER. He shall perform all duties
consistent with such position as well as any other duties which are assigned to
him from time to time by the Board of Directors or President of QUAKER.
EXECUTIVE 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.
Exhibit 10(v) Page 1
2. Except as otherwise provided for in Paragraph 10, the term of
EXECUTIVE's employment shall continue until December 31, 1999 and shall continue
for annual calendar year terms thereafter until either party hereto shall have
given the other at least ninety (90) days' prior written notice of a desire to
terminate this Agreement and thereby terminate EXECUTIVE's employment with
QUAKER.
3. QUAKER shall pay to EXECUTIVE and EXECUTIVE 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. The rate of salary will be reviewed on an annual basis consistent with
QUAKER's then current practice for reviewing officers' salaries and performance.
4. EXECUTIVE shall participate in such QUAKER Incentive Programs as
described and set forth in Exhibit A. As an Officer of 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 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 Paragraphs 7 through 9. 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.
Exhibit 10(v) Page 2
5. (a) With respect to QUAKER's Long-Term Performance Incentive Plan
(the "Incentive Plan"), for 1997-2000 performance award period under the terms
and conditions of the Incentive Plan. In connection therewith, EXECUTIVE will be
granted:
* Stock options - 10,000 to be issued to EXECUTIVE on the first day
of employment -- 5,000 to first become exercisable on the first
anniversary of the first day of employment; 2,500 to first become
exercisable on the second anniversary of the first day of
employment; and the remaining 2,500 to first become exercisable
on the third anniversary of the first day of employment.
* Type of stock option offered - non-qualified stock options.
* Option price per share - closing price on first day of
employment.
* Performance incentive units - 2,200 @ $16.9375 (equal to 100% of
target value or $37,263), with an opportunity to increase to 200%
or $74,526.
(b) EXECUTIVE shall be entitled to four (4) weeks vacation per year,
beginning the calendar year 1999, paid holidays, and such other employee
benefits, including, without limitation, life insurance, medical benefits,
disability, profit sharing, and retirement benefits as are made generally
available to all senior QUAKER salaried officers as a group. In addition,
EXECUTIVE shall be eligible to participate in Quaker's Supplemental Retirement
Income Program, except that if EXECUTIVE's employment with QUAKER is terminated
by EXECUTIVE or by QUAKER for Cause (as hereinafter defined) or for poor
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performance within three (3) years of the date first written above, EXECUTIVE
will not be eligible to receive any benefits under this Program.
(c) QUAKER shall reimburse EXECUTIVE for all reasonable expenses
incurred by EXECUTIVE on behalf of QUAKER in the course of EXECUTIVE's
employment under this Employment Agreement, provided that such expenses shall
have been approved by QUAKER in accordance with such expense reimbursement
procedures as shall be adopted by QUAKER.
6. In the event of the death of EXECUTIVE while this Employment
Agreement is in effect and as to which no notice of termination has been given
by EXECUTIVE or, in the case of a Termination for Cause (as defined hereafter),
by QUAKER, QUAKER shall (i) 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 (ii) QUAKER shall pay a death benefit equal to his then
current annual salary plus $30,000 to be paid in three equal payments, without
interest, on the 16, 28, and 40 month anniversary of the date of his death.
Payments made pursuant to this Paragraph 6 shall be made to the person or
persons who may be designated by EXECUTIVE in writing, and, in the event he
fails to so designate to whom payments shall be made, payments shall be made to
EXECUTIVE's personal representatives.
7. EXECUTIVE acknowledges that information concerning the method and
conduct of QUAKER's (and any affiliates') business, including, without
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limitation, strategic and marketing plans, budgets, corporate practices and
procedures, financial statements, customer and supplier information, formulae,
formulation information, application technology, manufacturing information, and
laboratory test methods and all of QUAKER's (and any affiliates') manuals,
documents, notes, letters, records, and computer programs are QUAKER's (and/or
QUAKER's affiliates', as the case may be) trade secrets ("Trade Secrets") and
are the sole and exclusive property of QUAKER (and/or QUAKER's affiliates, as
the case may be). EXECUTIVE agrees that at no time during or following his
employment with QUAKER will he use, divulge, or pass on, directly or through any
other individual or entity, any Trade Secrets. Upon termination of EXECUTIVE's
employment with QUAKER, or at any other time upon QUAKER's request, EXECUTIVE
agrees to forthwith surrender to QUAKER any and all materials in his possession
or control which include or contain any such Trade Secrets. The words "Trade
Secrets" do not include information already known to the public through no act
or failure to act on the part of EXECUTIVE, required by law to be disclosed, or
which can be clearly shown to have been known by EXECUTIVE prior to the
commencement of his employment with QUAKER.
8. EXECUTIVE agrees that during his employment and for a period of one
(1) year thereafter, regardless of the reason for the termination of EXECUTIVE'S
employment hereunder, he will not:
(a) directly or indirectly, together or separately or with any third
party, whether as an individual proprietor, partner, stockholder, officer,
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director, joint venturer, investor, or in any other capacity whatsoever actively
engage in business or assist anyone or any firm in business as a manufacturer,
seller, or distributor of specialty chemical products or chemical management
services which are the same, like, similar to, or which compete with the
products and services offered by QUAKER (or any of its affiliates);
(b) recruit or solicit any employee of QUAKER or otherwise induce
such employee to leave the employ of QUAKER or to become an employee or
otherwise be associated with his or any firm, corporation, business or other
entity with which he is or may become associated; and
(c) solicit, directly or indirectly, for himself or as agent or
employee of any person, partnership, corporation, or other entity (other than
for QUAKER) any then or former customer, supplier, or client of QUAKER with the
intent of actively engaging in business which would cause competitive harm to
QUAKER.
EXECUTIVE acknowledges and agrees that all of the foregoing
restrictions are reasonable as to the period of time and scope. However, if any
paragraph, sentence, clause, or other provision is held invalid or unenforceable
by a court of competent and relevant jurisdiction, such provision shall be
deemed to be modified in a manner consistent with the intent of such original
provision so as to make it valid and enforceable, and this Agreement and the
application of such provision to persons and circumstances other than those with
respect to which it would be invalid or unenforceable shall not be affected
thereby. EXECUTIVE agrees and recognizes that in the event of a breach or
threatened breach of the provisions of the restrictive covenants contained in
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Paragraph 7 or in this Paragraph 8, QUAKER may suffer irreparable harm, and
monetary damages may not be an adequate remedy. Therefore, if any breach occurs
or is threatened, in addition to all other remedies available to QUAKER at law
or in equity, QUAKER shall be entitled as a matter of right to specific
performance of the covenants of QUAKER contained herein by way of temporary or
permanent injunctive relief. In the event of any breach of the restrictive
covenant contained in this Paragraph 8, the term of the restrictive covenant
specified herein shall be extended by a period of time equal to that period
beginning on the date such violation commenced and ending when the activities
constituting such violation cease.
9. In the event that QUAKER in its sole discretion and at any time
terminates this Agreement with EXECUTIVE (other than for Termination for Cause,
death, disability, or normal retirement age), QUAKER agrees to provide EXECUTIVE
with reasonable out-placement assistance and a severance payment (contingent
upon EXECUTIVE executing a form of release satisfactory to QUAKER) that shall be
equal to twelve (12) months' salary calculated at EXECUTIVE's then current rate.
10. Termination. This Employment Agreement also can be terminated (and
thereby terminate EXECUTIVE's employment with QUAKER) at any time and without
notice by "Cause." "Cause" means EXECUTIVE's employment with QUAKER shall have
been terminated by QUAKER by reason of either: (a) willful and material breach
of this Agreement by EXECUTIVE, (b) dishonesty, fraud, willful malfeasance,
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gross negligence, or other gross misconduct, in each case relating to the
performance of the EXECUTIVE's employment hereunder which is materially
injurious to QUAKER, or (c) conviction of or plea of guilty to a felony.
11. EXECUTIVE represents and warrants to QUAKER that:
(a) there are no restrictions, agreements, or understandings
whatsoever to which EXECUTIVE is a party which would prevent or make unlawful
his execution of this Employment Agreement or his employment hereunder; and
(b) his execution of this Employment Agreement and his employment
hereunder shall not constitute a breach of any contract agreement, or
understanding, oral or written, to which he is a party or by which he is bound.
12. This Employment Agreement contains all the agreements and
understandings between the parties hereto with respect to EXECUTIVE's employment
by QUAKER and supersedes all prior or contemporaneous agreements with respect
thereto and shall be binding upon and for the benefit of the parties hereto and
their respective personal representatives, successors, and assigns. This
Employment Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania without regard to any conflict of laws.
IN WITNESS WHEREOF, QUAKER has caused this Employment Agreement to be
signed by its Chairman of the Board, thereunto duly authorized, and its
corporate seal to be hereunto affixed and attested by its Corporate Secretary,
and
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EXECUTIVE has hereunto set his hand and seal all as of the day and year first
above written.
ATTEST: QUAKER CHEMICAL CORPORATION
(SEAL)
/s/ D. Jeffry Benoliel By: /s/ Ronald J. Naples
- ----------------------------- ------------------------------------
D. Jeffry Benoliel Ronald J. Naples
Corporate Secretary Chairman and Chief Executive Officer
WITNESS:
/s/ Sybilla Russo /s/ Ian Clark
- ----------------------------- ------------------------------------
Ian Clark
Exhibit 10(v) Page 9
EMPLOYMENT AGREEMENT
EXHIBIT A
Effective: March 15, 1999
Name of Employee: Ian Clark
Address:
Title: Vice President-U.S. Commercial Operations
Annual Rate of $195,000
Salary at Starting Date: March 15, 1999
Participation in Quaker Incentive Programs
Annual Bonus Plan (1999)
------------------------
Bonus will be based on achieving certain benchmarks set on
annual basis. Bonus will be in the range of 0-50% base salary.
Long-Term Performance Incentive Plan 1997 -2000
-----------------------------------------------
Will be full participant in Plan, even though entering approximately
two (2) years after the start, at the following level:
* Stock options - 10,000 to be issued to EXECUTIVE on the first day
of employment -- 5,000 shall first become exercisable on the
first anniversary of the first day of employment; 2,500 shall
first become exercisable on the second anniversary of the first
day of employment; and the remaining 2,500 to first become
exercisable on the third anniversary of the first day of
employment.
* Type of stock option offered - non-qualified stock options.
* Option price per share - closing price on first day of
employment.
* Performance incentive units - 2,200 @ $16.9375 (equal to 100% of
target value or $37,263), with an opportunity to increase to 200%
or $74,526.
Exhibit 10(v) Page 10