EXHIBIT 10(h)
DOCUMENTS CONSTITUTING EMPLOYMENT CONTRACT
BY AND BETWEEN
QUAKER CHEMICAL EUROPE B.V.
AND
M. C. J. MEIJER
Mr. M. C. J. Meijer
Bruglaan 3
3743 JB BAARN
Uithoorn, April 10, 1990
Dear Marc,
With reference to your appointment in the position of Vice
President in the to be established Quaker Chemical Europe B.V.
organization, please find herewith:
- your letter of appointment;
- an overview of your main actual employment conditions and your
employment conditions effective January 1, 1991;
- a summary of general terms of employment for members of the
Quaker Europe Management Team;
- your position description;
- the Declaration of Secrecy and Non-competition.
You are kindly requested to return the enclosures, each single page
signed for agreement to the Personnel Department.
As you know, the current status of Quaker Chemical Europe B.V. is
that of a dormant company. As soon as the Quaker Chemical Europe
B.V. has been established, you will have to sign the official
contract plus enclosures.
Compared with your actual salary the incorporation of 15% of the
"old" bonus will be compensated to you in December 1990.
During 1990, the Employment Conditions for Quaker Chemical
(Holland) B.V. will remain applicable to you.
Best regards,
QUAKER CHEMICAL (HOLLAND) B.V.
M. J. van der Burgt
Personnel Manager
Exhibit 10(h) Page
PAGE 1 - LETTER OF APPOINTMENT OF MR. M. C. J. MEIJER
- ------------------------------------------------------------------
Referring to earlier discussions with you, we are pleased to
confirm that we have offered you the position of Vice President in
our Quaker Europe organization effective January 1, 1991.
As per January 1, 1991, your actual position will no longer exist
in Quaker Chemical (Holland) B.V.; consequently, your employment
contract with Quaker Chemical (Holland) B.V. will be terminated per
that date. Instead, your employment agreement as of January 1,
1991 shall be with Quaker Chemical Europe B.V.
As Addendum 1 to this letter of appointment, you will find an
overview of employment conditions that formed the basis for our
discussion with you on March 20, 1990 in which we reached formal
agreement. In fact, Addendum 1 provides for a comparison between
the main conditions agreed upon for your current employment
agreement with Quaker Chemical (Holland) B.V. and the main
conditions agreed upon for your future employment agreement with
Quaker Chemical Europe B.V.
Addendum 2 to this letter of appointment contains the General Terms
of Employment of the Quaker Chemical Europe B.V. Management Team.
These General Terms form part of your employment agreement with
Quaker Chemical Europe B.V.
The individual terms of your employment agreement with Quaker
Chemical Europe B.V. read as follows:
1.a. The agreement is entered into for an indefinite period of time
and may be terminated at any time by either party upon the
giving of notice of six months prior to the effective date of
such termination.
1.b. If the Company acts to terminate the employment for reasons
which are in the Company's opinion beyond the Vice President's
fault, a settlement shall be paid at the expiration of the six
months notice period. The amount of the settlement shall be
two months income per full year of service at the termination
date with a maximum of 24 months. For the purpose of this
paragraph b, "income" shall mean base salary in addition to
the vacation allowance (8-1/2% of the base salary) and a bonus
payment equal to 1/12th of the base salary as referred to in
Article 7 hereof.
In the event Quaker Chemical Corporation is acquired or
otherwise falls under the majority control of a third party,
a 24 month salary, bonus, and vacation allowance will be paid
if the Vice President elects to resign his position within 12
months of such change in control.
Exhibit 10(h) Page
2
PAGE 2 - LETTER OF APPOINTMENT OF MR. M. C. J. MEIJER
- ------------------------------------------------------------------
1.c. If the employment is terminated for reasons other than
described in Article 1b above, no settlement will be due.
2. The applicable position description is attached hereto as
Addendum 3 and forms part of the terms of your employment
agreement.
3. Effective January 1, 1991, your monthly salary will amount to
Dfl. 23.326,--, excluding a possible general salary increase
or merit increase as per that date.
The position of Vice President Europe is included in position
class 19 with a minimum salary of Dfl. 19.222,38, a job rate
salary of Dfl. 28.664,95 and a maximum salary of Dfl.
33.723,48 per month.
In your specific situation the maximum salary to be reached
amounts to Dfl. 36.414,48 per month. Your relative salary
position towards job rate is 81% and towards "personal"
maximum is 64%.
See Article 1 of Addendum 2.
4. The character of the position of Vice President implies that
you will obtain detailed knowledge of Quaker technology and
know-how. In view hereof, the Declaration of Secrecy and Non-
competition, which is attached hereto as Addendum 4, forms
part of the terms of your employment agreement.
5. You will be entitled to a vacation allowance of 8.5% of your
annual base salary (12 x monthly salary), which will be paid
out to you in April of each year.
6. In view of the representative character of your job, you will
be entitled to a representation allowance of Dfl. 600,-- per
month net. This allowance should not be seen as salary, but
is meant as compensation for expenses resulting from the
entertainment of business relations at home, etc. In case
there will be a change in the Dutch (tax) law, the new (tax)
legislation will be applied.
7. You will receive a yearly bonus payment, which will be paid in
December of each year. The bonus system is based on 0,75% of
the consolidated European Profit From Operations (P.F.O.) with
a maximum of 16.67% of 12 x monthly salary. For 1991, a
guaranteed bonus of 47.6% (=16.67%: 35%) of the subject B.V.
percentage will be applied. Consequently, the best of the two
will be applicable to you.
Exhibit 10(h) Page
3
PAGE 3 - LETTER OF APPOINTMENT OF MR. M. C. J. MEIJER
- ------------------------------------------------------------------
See Article 2 of Addendum 2.
8. You will be entitled to an annual performance incentive on
which you will find full details in Article 3 of Addendum 2.
The formula is based on the principle of the achievement of
your financial goals and your personal goals.
9. You will be entitled to a company automobile for business and
personal use with full maintenance and cost of fuel for both
business and personal travel. In accordance with the subject
Company Car Policy, for 1990, the car may cost a maximum of
Dfl. 67.275,--, excluding VAT which amount will be reviewed on
a yearly basis.
See Article 4 of Addendum 2.
10. You will be entitled to 100% reimbursement of your telephone
expenses upon receipt of the PTT-bill. If there should be a
change in the Dutch (tax) law, the new (tax) legislation will
be applied.
11. You will participate in the (premium free) Company Pension
Scheme; all pension rights resulting from your employment
contract with Quaker Chemical (Holland) B.V. will be taken
over by Quaker Chemical Europe B.V. Your pension base
consists of : 13 times the basic monthly salary plus the
vacation allowance (8.5% of 12 x monthly salary), less the
franchise; with the exception of this pension base, all
elements as stated in the Pension Regulations will be applica-
ble to you.
For details, also on widow(er) pension, early retirement and
extra payment on (early) retirement, see Article 5 of Addendum
2.
12. You will participate in the (premium free) Company Collective
Health Insurance Scheme, the Business Travel Accident Insur-
ance, the Travel Luggage Insurance, and the Supplementary
Disability Insurance.
See Article 6 of Addendum 2.
13. You are entitled to the "spouse travel arrangement," which
serves to compensate the family inconvenience by frequent
travel; you are allowed to be accompanied by your wife once
per year on one approved business trip with a maximum of seven
days paid by Quaker; the place is determined by the business
trip and the days are not in addition to the trip.
Exhibit 10(h) Page
4
PAGE 4 - LETTER OF APPOINTMENT OF MR. M. C. J. MEIJER
- ------------------------------------------------------------------
14. You will be entitled to a number of paid holidays in accor-
dance with the Company Holiday Arrangement.
See Article 7 of Addendum 2.
15. You are entitled to join the Company Premium Savings Plan.
See Article 8 of Addendum 2.
16. With regard to Jubilee gifts, see Article 9 of Addendum 2 for
details.
17. In case of relocation, you will be entitled to reimbursements
in accordance with Article 10 of Addendum 2.
18. The above provisions reflect all employment conditions
applicable to you as of January 1, 1991. Any other employment
conditions which might have been agreed upon with you previ-
ously either verbally or in writing are no longer applicable
as of January 1, 1991.
If you agree with the contents of this letter of appointment, we
expect you to return a signed copy of this letter and of its
Addenda, each single page signed by you.
We are convinced that you are able to contribute substantially to
the long-term growth and diversification strategy of our company.
Sincerely yours, Signed for agreement:
Quaker Chemical Europe B.V.
E. R. Aemisegger Name:
Vice President-International
Operations
Date: Date:
Exhibit 10(h) Page
5
April 1990
ADDENDUM 2
----------
To Letter of Appointment dated April 10, 1990
SUMMARY OF GENERAL TERMS OF EMPLOYMENT
--------------------------------------
FOR MANAGEMENT OF
-----------------
QUAKER CHEMICAL EUROPE B.V.
---------------------------
1. Salary
------
Salary ranges are laid down in a scale with minimums and
maximums. Salaries are based on job classification and years
of experience. Depending on the performance appraisal result,
merit increases may be granted until the maximum of the range
is reached.
2. Bonus
-----
The bonus system is based on 0.75% of the Profit From Opera-
tions (PFO) of the European consolidated result, with a
maximum of 16.67% of the basic annual salary (= 12 x monthly
salary).
3. Incentive Plan
--------------
This plan applies to the Vice President and the members of the
Quaker Chemical Europe Management Team. The exact formula
will be communicated with participants during 1990.
4. Company Car
-----------
The members of the Quaker Europe Management Team are eligible
for a company automobile for business and personal use, in
accordance with the company car policy. The car for the Vice
President Europe may cost f 67.275,--, excluding VAT (for
1990), to be reviewed on a yearly basis.
The car for the Quaker Europe Management Team members may cost
f 46.893,--, excl. VAT (for 1990), to be reviewed on a yearly
basis.
5. Old Age Pension
---------------
Employees of 25 years of age and older are building up an old
age pension of 1.75% per annum based on a final pay system.
The premium is fully paid by Quaker. The old age pension is
integrated and will be paid out together with the government
old age pension.
Exhibit 10(h) Page
6
Pensionable salary = 13 x monthly salary + vacation allowance
(8.5% of 12 x monthly salary) -/- the franchise.
- Widow/Widower Pension Arrangement
---------------------------------
In case of the death of an employee, the widow/widower
receives a pension of 70% of the employee's old age pension
and 14% for each child under 21 years of age.
- Early Retirement
----------------
Employees who have been in Quaker's employment for at least 10
consecutive years and wish to retire at the age of 62-1/2 years
are paid 90% of their annual income (base salary + holiday
allowance) during the first year and 80% during the following
1-1/2 year. The early retirement arrangement excludes specific
situations of participation.
- Extra Payment on the Occasion of Retirement/Early Retirement.
------------------------------------------------------------
On the occasion of retirement at the age of 65 or entrance in
the early retirement, the parting employee will receive an
extra payment of one month gross salary; possible taxes will
be deducted.
6. Insurance and Additional Arrangements
-------------------------------------
- Collective Health Insurance
---------------------------
Quaker has affected a Collective Health Insurance with
"Nationale Nederlanden." In principle, there is 100% cover-
age. The package also includes basic dentist insurance; the
premium is fully paid by Quaker.
- Business Travel Accident Insurance
----------------------------------
The Business Travel Accident Insurance provided by the parent
company covers all employees in case of accident while
travelling on company business. The principal sum of Acciden-
tal Death and Dismemberment Insurance is: $100,000.
* Apart from this there is a "24 hour Collective Accident/Dis-
ability Insurance" that provides coverage for all employees
equal to a maximum of three times the yearly income (basic
salary plus holiday allowance and 10% bonus).
Both policies contain certain exclusions.
Exhibit 10(h) Page
7
- Travel (Luggage) Insurance
--------------------------
Luggage of employees travelling abroad (world coverage) is
insured to a maximum of f 5.00,-- per occasion split up in:
Luggage: Dfl. 4000,-- with a maximum of 25% = Dfl. 1000,--
for high value items (camera, jewelry, etc.); cash: Dfl.
1000,--; each individual has an own risk of Dfl. 100,-- per
occasion, the premium is paid by Quaker.
- Supplementary Disability Insurance
----------------------------------
An additional disability insurance has been arranged since the
Government Disability Insurance covers annual salaries up to
a maximum of f 69.392,-- only. The insurance covers a
disability benefit of 80% of 12 x the monthly salary + holiday
allowance + a 13th month. The premium is fully paid by
Quaker. The policy may exclude certain "high risk" factors
depending on medical (non) acceptance.
- Income During Sickness and Permanent Disablement
------------------------------------------------
Employees who comply with the regulation of the Sickness
Benefits Act/Disablement Insurance Act will, in case of a
total disablement to work because of sickness, receive an
addition to 100% net income (including bonus and holiday
allowance) during and in total for a maximum period of 24
months.
- Natural Death
-------------
In case of natural death of an employee, heirs are paid an
amount equal to 3 months' salary net.
- Medical Examination
-------------------
Members of the European Management Team are entitled to a
yearly medical examination to be arranged by the Personnel
Department.
- Home Help Arrangement
---------------------
In case of illness of the wife/life partner of an employee or
in case of illness of a single employee with children, Quaker
will contribute 50% of the costs of a professional who will
take over the normal care of the family under certain condi-
tions.
Exhibit 10(h) Page
8
7. Holidays
--------
- Holiday Allowance
-----------------
All QCE employees are paid a holiday allowance of 8.5% of
their annual salaries. The holiday allowance is paid out in
April.
- The basic number of holidays is 26. This number is increased
according to the age to be reached in the year concerned if
over 35:
20 - 34 years of age: 26 days
35 - 39 years of age: 27 days
40 - 44 years of age: 28 days
45 - 49 years of age: 29 days
50 - 54 years of age: 30 days
55 - 65 years of age: 31 days
8. Savings
-------
- Company Premium Savings Plan
----------------------------
All QCE employees can join the company premium savings plan
after 6 months of service. Quaker gives a savings premium of
50% with a maximum of f 750,-- per year.
- Loan for Mortgages
------------------
Every employee is eligible for a loan when purchasing the
first house for self-occupance. Repayment of the loan is at
least 10% per year. The maximum of the loan is 50% of the
employee's annual salary, with a maximum of f 25.000,--. The
interest rate is prime rate ("promesse disconto") plus 1.5.
9. Jubilee Gift
------------
Employees will receive a Jubilee gift:
- on the occasion of 12-1/2 years of service a net amount of
f1.250,--;
- on the occasion of 25 years of service a net amount of
f 1.750,--;
- on the occasion of 40 years of service a net amount of
f2.500,--.
Exhibit 10(h) Page
9
10. Relocation
----------
- Relocation Expenses
-------------------
If an employee moves to an area within 40 KM from the place
where Quaker Chemical Europe is based, he/she will be reim-
bursed for the transportation of his/her household effects.
- Redecoration Allowance
----------------------
If an employee moves to an area within 40 KM from the place
where Quaker Chemical Europe is based, he/she will receive a
redecoration allowance to the amount of 1-1/2 times the gross
monthly salary net, up to a maximum amount of f 12.000,-- net.
Quaker Chemical Europe B.V. Signed for agreement
By: Name:
Date: Date:
Exhibit 10(h) Page
10
ADDENDUM 3
JOB DESCRIPTION
COMPANY : Quaker Chemical Europe B.V.
DEPARTMENT : Quaker Chemical Europe
POSITION : Vice President
POSITION HOLDER : M. C. J. Meijer
REPORTS TO (Title) : President, Quaker Chemical
Corporation
REPORTS TO (Name) : S. W. W. Lubsen
DATE : April 1990
APPROVED BY POSITION HOLDER :
APPROVED BY SUPERIOR :
FUNCTION
- --------
The establishment and maintenance of an organization for the
direction, control, and support of all European operations to
achieve the Corporate objectives of profit, growth, and return on
invested capital.
SCOPE
- -----
The European Vice President is responsible to the President, Quaker
Chemical Corporation, for Quaker Chemical Europe (QCE) activities
in all areas of Europe, Africa (excluding Southern Africa), and the
Middle East including the Persian Gulf states.
PRINCIPAL DUTIES
- ----------------
1. Consolidated Affiliates
Structure, direct, and control the marketing, technical,
manufacturing, financial, and administrative functions to best
meet Corporate objectives.
Organize and direct the liaison between European affiliates
and European Headquarters.
Organize and direct the liaison between European Headquarters
and Conshohocken.
Establish and ensure maintenance of legal, accounting, and
banking services in accordance with sound business procedures.
Exhibit 10(h) Page
11
In review and consultation with the Managing Director of each
affiliate, ensure effective management.
Provide short and longer term operating and capital budgets.
Review capital expenditure programs to ensure their adequacy
in support of anticipated operations but in conformity to
return on invested capital objectives.
Direct the organization and program for training employees
with special attention to management development and succes-
sion.
Provide guidance in establishing and maintaining the best
possible Corporate image in the European Arena and countries
of residence.
2. License Agreements
Responsible for assisting in the negotiation of new and
servicing of established licensing agreements.
Organize and direct the supply of technical and marketing
assistance.
Assure timely remission of license fees and reimbursable
expenses to Quaker Chemical Corporation.
Provide the organization and program for the indoctrination
and training of employees of the licensee company.
3. General
Management development: Responsible for the development and
maintenance of a climate --
- conducive to a free flow and exchange of ideas where job
experience and training of individuals enable realization
of optimal career potential.
- where managers can develop, and members of the top
management group will have maximum opportunities to
qualify for Vice Presidential, COO, and CEO positions.
Organizational Development: Ensures individually and collec-
tively an organizational structure designed for effective
implementation of internal development programs.
Exhibit 10(h) Page
12
Corporate Planning: Responsible for individual affiliates and
total European operations for the development and maintenance
of programs to ensure growth and conformity to the Management
Plan. While principal growth is envisioned to be generated
through internal programs, external means are to be explored
and possibly utilized.
Constantly explore, determine, and review potential in new
diversified areas of activity and submit to the President
specific recommendations in regard to new development.
Represent the Corporation's interest in negotiations for new
European associations.
Cooperate with Corporate operations to ensure a two-way flow
of technical and market information.
Maintain regular written and personal contact with all
European affiliated and licensee companies.
Act in an advisory capacity with other members of top manage-
ment to ensure integration of activities of European operation
with overall Corporate objectives and plans.
Development and maintenance of a strategic assessment of
Quaker's investments in Europe.
Exhibit 10(h) Page
13
ADDENDUM 4
TO LETTER OF APPOINTMENT DATED APRIL 10, 1990
DECLARATION OF SECRECY AND NON-COMPETITION
SECRECY
- -------
The undersigned Employee shall not, whether during his employment
agreement with Quaker Chemical Europe B.V. or at any time thereaf-
ter, reveal to third parties in any way, in whatever form, either
directly or indirectly, any information regarding or relating to
the business of Employer of which he reasonably may understand that
this is not intended for knowledge of third parties, irrespective
of the source of such information, on forfeiture of a penalty
payable forthwith in favour of Employer of Dfl. 100.000,-- for each
infringement, without prejudice, to the right of Employer to claim
actual damages in addition to such penalty. The aforementioned
information includes, for example, any specific Quaker formulation
and any specific Quaker working method or process, but does not
include any working methods in which Employee has gained experience
during his employment relationship with Employer and which are in
the public domain.
NON-COMPETITION
- ---------------
The undersigned Employee shall not, during a period of 12 months
after the termination of his employment agreement with Quaker
Chemical Europe and within Europe, without prior written approval
of Employer establish, carry on, or cause to be carried on a
business which is in any form competitive with the business of
Employer or have interest in or be active in or on behalf of such
business in whatever way.
The undersigned Employee forfeits in favour of Employer a penalty
payable forthwith of Dfl. 100.00,-- for each day of infringement of
the above-mentioned prohibition without prejudice to the right of
Employer to claim actual damages in addition to such penalty.
Employer may at any time at his own initiative or at the request of
the undersigned Employee, wholly or partly, waive the stipulation
referred to in this article. As long as the undersigned Employee
has not requested Employer to waive the stipulation as referred to
in this article, this stipulation shall be deemed between the
parties not to harm the Employee unreasonably nor to impede him in
a significant way to be employed otherwise than by Employer.
QUAKER CHEMICAL EUROPE B.V. Signed for agreement:
By:___________________________ Name:_________________________
Date:_________________________ Date:__________________________
Exhibit 10(h) Page
14