exhibit101







 

 

 

EXHIBIT 10.1 
1 
EMPLOYMENT AGREEMENT 
September 2, 2021 
NAME: 
Andrew Tometich 
[ REDACTED ] 
[ REDACTED ] 
The parties to this Employment Agreement (“Agreement”) are 
Andrew Tometich (“You” 
or the “Executive”) and 
Quaker 
Chemical 
Corporation, 
d/b/a 
Quaker 
Houghton, 
a 
Pennsylvania 
corporation 
(“Quaker 
Houghton” 
or 
the 
“Company”). 
You 
are hereby 
appointed as 
the Company’s 
Chief Executive 
Officer and 
President effective 
December 1, 
2021 
with an anticipated start date of on or about October 11, 2021. 

 
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.
Duties 
 
Quaker Houghton agrees 
to employ you 
and you agree 
to serve as 
Quaker Houghton’s Chief Executive 
Officer and 
President. 
You 
shall perform all 
duties consistent with 
such position as 
well as any 
other duties that 
are assigned to 
you 
from time 
to 
time by 
Quaker Houghton’s 
Board of 
Directors. You 
agree that 
during the 
term 
of your 
employment with 
Quaker Houghton to devote your knowledge, 
skill, and working time solely 
and exclusively to the business 
and interests of 
Quaker Houghton and its subsidiaries. 

2. 
Compensation
 
Your 
base salary 
will be 
determined from 
time to 
time by 
the Quaker 
Houghton Board of 
Directors. In addition, 
you will be entitled to 
participate, to the extent 
eligible, in any of Quaker 
Houghton’s annual and long term incentive 
plans, 
retirement savings plan (401k plan), 
and will be entitled to vacations, 
paid holidays, and medical, dental, 
and other benefits 
as are 
made generally 
available by 
Quaker Houghton 
to its 
full-time U.S. 
employees. 
During your 
employment with 
Quaker 
Houghton, 
your 
salary 
will 
not 
be 
reduced 
by 
Quaker 
Houghton 
without 
your 
prior 
written 
consent. 
Your 
initial 
compensation and benefits are outlined on Addendum 1, which is attached 
hereto and made a part hereof. 

3. 
Term 
of Employment
. 
Your 
employment with 
Quaker Houghton 
may be 
terminated on 
ninety (90) 
days' written 
notice by 
either party, 
with or 
without cause 
or reason 
whatsoever. 
Within ninety 
(90) days 
after termination 
of your 
employment, you will 
be 
given an accounting 
of all 
monies due you. 
Notwithstanding the 
foregoing, Quaker Houghton 
has the right 
to terminate your 
employment upon less than ninety (90) days’ notice for Cause (as defined 
below). 






 

 

2 
4. 
Covenant Not to Disclose
a. 
As Chief Executive Officer, 
you acknowledge that the identity 
of Quaker Houghton's (and any 
of Quaker 
Houghton's affiliates’) 
customers, the 
requirements of such 
customers, pricing and 
payment terms 
quoted and charged 
to 
such customers, 
the identity 
of Quaker 
Houghton's suppliers 
and terms 
of supply 
(and the 
suppliers and 
related terms 
of 
supply of 
any of 
Quaker Houghton's 
customers for 
which chemical 
and other 
management services 
are being 
provided), 
information 
concerning the 
method 
and 
conduct 
of 
Quaker 
Houghton's 
(and 
any 
affiliate’s) 
business 
such 
as 
formulae, 
formulation 
information, 
application 
technology, 
manufacturing 
information, 
marketing 
information, 
strategic 
and 
marketing 
plans, 
financial 
information, 
financial 
statements 
(audited 
and 
unaudited), 
budgets, 
corporate 
practices 
and 
procedures, research and 
development efforts, and laboratory 
test methods and all 
of Quaker Houghton's (and 
its affiliates’) 
manuals, 
documents, 
notes, 
letters, 
records, 
and 
computer 
programs 
are 
Quaker 
Houghton's 
confidential 
information 
("Confidential Information") 
and are 
Quaker Houghton’s (and/or 
any of 
its affiliates’, as 
the case 
may be) 
sole and 
exclusive 
property. 
You 
agree that at no time during or following your employment with Quaker Houghton will you appropriate for 
your 
own 
use, 
divulge 
or 
pass 
on, 
directly 
or 
through 
any 
other 
individual 
or 
entity 
or 
to 
any 
third 
party, 
any 
Quaker 
Houghton 
Confidential 
Information. 
Upon 
termination 
of 
your 
employment 
with 
Quaker 
Houghton 
and 
prior 
to 
final 
payment 
of 
all 
monies 
due 
to 
you 
under 
Section 2 
or 
at 
any 
other time 
upon 
Quaker Houghton's 
request, you 
agree 
to 
surrender immediately 
to Quaker 
Houghton any 
and all 
materials in 
your possession 
or control 
which include 
or contain 
any Quaker Houghton Confidential Information. 
b. 
You 
acknowledge that, by this 
Section 4(b), you have been 
notified in accordance with the 
Defend Trade 
Secrets Act that, notwithstanding the foregoing: 
(i)
You 
will not be 
held criminally or civilly 
liable under any federal 
or state trade secret 
law or this 
Agreement for the disclosure 
of Confidential Information that: (A) 
you make (1) in 
confidence to a federal, state, 
or local 
government 
official, 
either 
directly 
or 
indirectly, 
or 
to 
your 
attorney; 
and 
(2) 
solely 
for 
the 
purpose 
of 
reporting 
or 
investigating a suspected 
violation of law; 
or (B) you 
make in a 
complaint or other 
document that is 
filed under seal 
in a 
lawsuit or other proceeding. 
(ii)
If you file a lawsuit for retaliation by Quaker Houghton for reporting a suspected violation of 
law, 
you may disclose Confidential Information 
to your attorney and use the 
Confidential Information in the court 
proceeding if 
you: (A) 
file any 
document containing 
Confidential Information 
under seal 
and (B) 
do not 
disclose Confidential 
Information, 
except pursuant to court order. 
 
c. 
Additionally, Quaker Houghton confirms that nothing in this Agreement is intended to or shall prevent, 
impede or interfere with your right, without prior notice to Quaker Houghton, 
to provide information to the government, 
participate in any government investigations, file a court or administrative 
complaint, testify in proceedings regarding 
Quaker Houghton’s past or future conduct, or engage in any future activities protected under any statute 
administered by 
any government agency. 
5. 
Covenant Not to Compete 
In consideration of 
your position of 
Chief Executive Officer 
for Quaker Houghton 
and the training 
and Confidential 
Information you are to receive 
from Quaker Houghton, 
you agree that during your 
employment with Quaker Houghton 
and 
for a period of eighteen (18) months thereafter, regardless of the reason for your termination, you will 
not: 
a. 
directly or 
indirectly, 
together or 
separately or 
with any 
third party, 
whether as 
an employee, 
individual 
proprietor, partner, stockholder, officer, director, or investor, or in 
a joint venture 
or 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 which are the same, like, similar to, or which compete with Quaker Houghton’s (or any of its affiliates’) products 
or services; and 

b. 
directly or indirectly recruit, solicit or encourage any Quaker Houghton (or any 
of its affiliates’) employee 
or otherwise induce 
such employee to 
leave Quaker Houghton’s (or 
any of its 
affiliates’) employ, or to 
become an employee 
or otherwise be associated with 
you or any firm, corporation, business, 
or other entity with which 
you are or may become 
associated; and 






 

 

 

3 
c. 
solicit or induce any of Quaker Houghton's suppliers of products and/or services (or a supplier of 
products 
and/or services of 
a customer who 
is being provided 
or solicited for 
the provision of 
chemical management or 
other services 
by Quaker Houghton) 
to terminate or alter its contractual relationship with Quaker 
Houghton (and/or any such customer). 
The parties 
consider these 
restrictions reasonable, 
including the 
period of 
time during 
which the 
restrictions are 
effective. 
However, 
if 
any 
restriction 
or 
the 
period 
of 
time 
specified 
should 
be 
found 
to 
be 
unreasonable 
in 
any 
court 
proceeding, then such restriction shall be modified or 
the period of time shall be shortened as 
is found to be reasonable so 
that the foregoing covenant not to compete may be enforced. 
You 
agree that in the event of a breach or 
threatened breach 
by you of 
the provisions of 
the restrictive covenants 
contained in Section 
4 or in 
this Section 5, 
Quaker Houghton 
will 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 Houghton, 
at law or in equity, Quaker Houghton shall be entitled as a 
matter of 
right to 
specific performance 
of the 
covenants contained 
herein by 
way of 
temporary or 
permanent injunctive 
relief. 
In the event of any breach of 
the restrictive covenant contained in 
this Section 5, the term of the restrictive 
covenant 
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. 
6. 
Contractual Restrictions
 

You 
represent and warrant to Quaker Houghton that: 
(a) there are no restrictions, agreements, or understandings 
to 
which 
you 
are 
a 
party 
that 
would 
prevent 
or 
make 
unlawful 
your 
employment 
with 
Quaker 
Houghton 
and 
(b) 
your 
employment by Quaker 
Houghton shall 
not constitute 
a breach of 
any contract, 
agreement, or 
understanding, oral 
or written, 
to which you 
are a party 
or by which 
you are bound. 
You further represent that you 
will not use 
any trade secret, 
proprietary 
or otherwise 
confidential information 
belonging to 
a prior 
employer or 
other third 
party in 
connection with 
your employment 
with Quaker Houghton. 
7. 
Inventions
All improvements, modifications, formulations, 
processes, discoveries or inventions 
("Inventions"), whether or not 
patentable, which 
were originated, 
conceived or 
developed by 
you solely 
or jointly 
with others 
(a) during 
your working 
hours or at 
Quaker Houghton’s 
expense or at Quaker 
Houghton's premises or at 
a customer’s premises 
or (b) during your 
employment with 
Quaker Houghton 
and additionally 
for 
a period 
of one 
year thereafter, 
and which 
relate to 
(i) 
Quaker 
Houghton’s business or (ii) 
any research, products, 
processes, devices, 
or machines 
under actual or 
anticipated development 
or investigation by Quaker Houghton at the earlier of (i) that 
time or (ii) as the date of termination of employment, shall be 
Quaker Houghton’s 
sole property. 
You 
shall promptly 
disclose to 
Quaker Houghton 
all Inventions 
that you 
conceive or 
become 
aware 
of 
at 
any 
time 
during 
your 
employment 
with 
Quaker 
Houghton 
and 
shall 
keep 
complete, 
accurate, 
and 
authentic notes, data and records of all Inventions and of 
all work done by you solely or jointly with 
others, in the manner 
directed by 
Quaker Houghton. 
You 
hereby transfer and 
assign to 
Quaker Houghton all 
of your right, 
title, and interest 
in 
and 
to 
any 
and 
all 
Inventions 
which 
may 
be 
conceived 
or 
developed 
by 
you 
solely 
or 
jointly 
with 
others 
during 
your 
employment with Quaker Houghton. 
You 
shall assist Quaker Houghton in applying, obtaining, and 
enforcing any United 
States Letters Patent and Foreign Letters Patent on any such Inventions and to take such other actions as may be necessary 
or 
desirable 
to 
protect 
Quaker 
Houghton's 
interests 
therein. 
Upon 
request, 
you 
shall 
execute 
any 
and 
all 
applications, 
assignments, 
or 
other 
documents 
that 
Quaker 
Houghton 
deems 
necessary 
and 
desirable 
for 
such 
purposes. 
You 
have 
attached hereto 
a list 
of unpatented 
inventions that 
you have 
made or 
conceived prior 
to your 
employment with 
Quaker 
Houghton, and it is agreed that those inventions shall be excluded 
from the terms of this Agreement. 
8.
Termination
. 

(a)
Either party may terminate this Agreement per the terms of Section 3 hereof and Quaker Houghton, in its sole 
discretion, may terminate 
your employment 
at any time 
for Cause (as 
defined herein). 
If you incur 
a Separation 
from Service (as defined 
below) by decision and 
action of Quaker Houghton 
for any reason 
other than Cause 
or death Quaker Houghton agrees to: 






 

4 
1. 
Provide you with reasonable 
outplacement assistance, either by providing 
the services in-kind, or 
by reimbursing reasonable 
expenses actually incurred 
by you in connection 
with your Separation 
from Service. 

The 
outplacement 
services 
must 
be 
provided 
during 
the 
one-year 
period 
following 
your 
Separation 
from 
Service. 
If any expenses are to be reimbursed, you must request 
the reimbursement within eighteen months of 
your Separation from 
Service and reimbursement 
will be made 
within 30 days 
of the 
receipt of your 
request; 
and 
2. 
Pay you a severance consisting 
of 18 months of salary 
and bonus at target paid biweekly 
over such 
eighteen months commencing on the 
Payment Date (as defined below) and 
continuing on Quaker Houghton's 
normal payroll dates thereafter; 
provided you sign a Release within 45 days of the later of the date 
you receive 
the Release 
or your 
Separation from 
Service. Continuation 
of all 
medical and 
dental coverage’s 
will also 
be 
available for 18 months at a level equal to the coverage provided before 
your Separation from Service. 
(b)
If the Executive dies during 
the Term 
of Employment, the Company shall not 
thereafter be obligated to make 
any further payments under this 
Agreement except for amounts 
accrued as of the date 
of the Executive’s death, 
and except that the Company shall pay a death benefit equal to 100% 
of base salary in effect on the day before 
your death 
and 50% 
of base 
salary in 
each of 
the four 
years thereafter. 
“Beneficiary” shall 
mean the 
person 
designated by the Executive to 
receive benefits under this Agreement in 
a writing filed by the 
Executive with 
the Company’s human resources department before 
the Executive’s death or, if the Executive fails 
to designate 
a beneficiary or the designated beneficiary predeceases the Executive, the Executive’s Beneficiary shall be his 
surviving spouse or, if the Executive has no surviving spouse, his estate. 
“Separation from Service”
 
means your separation 
from service with 
Quaker Houghton and 
its affiliates within 
the 
meaning of Treas. Reg. §1.409A-1(h) or any successor thereto. 
 
“Cause”
 
means your 
employment with 
Quaker Houghton 
has been 
terminated by 
reason of 
(i) your 
willful and 
material breach of this Agreement (after having received notice thereof and a reasonable opportunity to 
cure or correct) or 
the Company’s 
policies, (ii) 
dishonesty, 
fraud, willful 
malfeasance, gross 
negligence, or 
other gross 
misconduct, in 
each 
case 
relating 
to 
the 
performance 
of 
your 
duties 
hereunder 
which 
is 
materially 
injurious 
to 
Quaker 
Houghton, 
or 
(iii) 
conviction of or plea of guilty or nolo contendere to a felony. 
“Payment Date”
 
means (x) the 60th day after your Separation from Service 
or (y) if you are a specified employee 
(as defined 
in 
Treas. 
Reg. §1.409A-1(i)) 
as of 
the date 
of your 
Separation from 
Service, and 
the severance 
described in 
subsection (b) is 
deferred compensation subject 
to section 
409A of the 
Code, the 
first business day 
of the 
seventh month 
following the 
month in 
which your 
Separation from 
Service occurs. 
If the 
Payment Date 
is described 
in clause 
(y), the 
amount paid on 
the Payment Date 
shall include all 
monthly installments that 
would have been 
paid earlier had 
clause (y) 
not been applicable, plus interest at the 
Wall 
Street Journal Prime Rate published in the 
Wall 
Street Journal on the date of 
your Separation from Service (or the previous business day if 
such day is not a business day), for the 
period from the date 
payment would have been made had clause (y) not been applicable through 
the date payment is made. 
“Release”
 
means 
a 
release 
(in 
a 
form 
satisfactory 
to 
Quaker 
Houghton) 
of 
any 
and 
all 
claims 
against 
Quaker 
Houghton and all related parties 
with respect to all matters arising 
out of your employment with Quaker 
Houghton, or the 
termination thereof (other than for claims for any entitlements under the terms of this Agreement or any plans or programs 
of Quaker Houghton under which you 
have accrued a benefit) that Quaker 
Houghton provides to you no 
later than ten days 
after your Separation from Service. 
If a release is not provided to 
you within this time period, the 
severance shall be paid 
even if you do not sign a release. 
9. 
Indemnification 
Quaker 
Houghton 
shall 
defend 
you 
and 
hold 
you 
harmless 
to 
the 
fullest 
extent 
permitted 
by 
applicable 
law 
in 
connection 
with 
any claim, 
action, 
suit, investigation 
or 
proceeding arising 
out 
of 
or 
relating to 
performance by 
you 
of 






 

 

 

 

 

 

5 
services for, or actions of you 
as a director, officer, 
or employee of Quaker Houghton or any parent, subsidiary or affiliate 
of 
Quaker Houghton, 
or 
of 
any other 
person or 
enterprise at 
Quaker Houghton’s 
request. 
Expenses incurred 
by you 
in 
defending such a claim, action, 
suit or investigation or 
criminal proceeding shall be paid 
by Quaker Houghton in 
advance 
of 
the 
final 
disposition thereof 
upon 
the 
receipt 
by 
the 
Company 
of 
an 
undertaking 
by 
or 
on 
your 
behalf 
to 
repay 
said 
amounts unless it shall ultimately be determined that you are entitled 
to be indemnified hereunder; provided, however, that 
this shall not apply to a nonderivative action commenced by Quaker Houghton 
against you. 

10. 
Governing Law. 
 
The provisions of this Agreement shall be construed in accordance with 
the laws of the Commonwealth of 
Pennsylvania without reference to principles of conflicts of laws. 
11. 
Miscellaneous 
This Agreement 
and the 
Change in 
Control Agreement 
to which 
you are 
a party, 
constitute the 
entire integrated 
agreement concerning 
the subjects 
covered herein. 
In case 
any provision 
of 
this Agreement 
shall be 
invalid, illegal, 
or 
otherwise unenforceable, the validity, legality, 
and enforceability of the remaining provisions shall not thereby be affected 
or impaired. 
You may not assign any of your rights or obligations under this Agreement without Quaker Houghton’s prior 
written consent. 
Quaker Houghton may assign this Agreement in its discretion, including to any affiliate or upon a sale of 
assets 
or 
equity, 
merger 
or 
other 
corporate 
transaction; 
provided 
that 
Quaker 
Houghton 
obtains 
the 
assignee’s 
written 
commitment to honor the 
terms and conditions contained herein. 
This Agreement shall be 
governed by, 
and construed in 
accordance with, the laws of the Commonwealth of 
Pennsylvania without regard to any conflict of laws. 
This Agreement 
shall be binding upon 
you, your heirs, executors, 
and administrators and shall 
inure to the benefit 
of Quaker Houghton as 
well as 
its successors 
and assigns. 
In the 
event of 
any overlap 
in the 
restrictions contained 
herein, including 
Sections 4 
and/or 5 above, with similar restrictions 
contained in any other agreement, such 
restrictions shall be read together so 
as to 
provide the broadest restriction possible. 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. 
WITNESS: 
QUAKER CHEMICAL CORPORATION 
DBA QUAKER HOUGHTON 
/s/ Robert T. Traub 
/s/ Michael F. Barry 
WITNESS: 
/s/ Danielle R. Tometich 
/s/ Andrew E. Tometich 
ANDREW TOMETICH 
 







6 
ADDENDUM 1 
Base Salary: 
Your 
salary will be payable on a bi-weekly basis at the rate of 

$30,769.23, which 
is annualized 
at $800,000. 
You 
will be 
eligible for 
your 
next salary increase in 2023. 
Annual and Long- 
Term 
Bonuses: 
For your position, you are eligible to participate in the Annual Incentive Plan 
(“AIP”) with 
a target 
award percentage for 
2022 year of 
100% of 
your base 
salary, 
dependent 
upon 
Quaker 
Houghton’s 
financial 
results 
and 
personal 
objectives to be determined. 
You will be eligible 
to participate 
in the 2022-2024 
Long-Term Incentive Plan 
(“LTIP”). 
Your 
award for the 2022-2024 performance period includes a mix 
of 
time-based 
restricted 
stock, 
stock 
options, 
and 
target 
performance 
stock 
units (PSU’s) 
, 
such mix 
to be 
determined by 
the Company’s 
Compensation 
and Human Resources 
Committee. 
The value, at 
a target level, is 
$1,680,000. 

All incentive compensation 
awards are made 
at the Company’s discretion, are 
subject to change, and 
require the approval of the 
Company’s Compensation 
and Human Resources Committee. 
Special One-time Grants: 
You 
will be provided a one-time cash payment 
$550,000
to offset the annual 
incentive 
at 
your 
current 
employment 
and 
in 
lieu 
of 
any 
potential 
annual 
incentive 
earned 
in 
2021 
at 
Quaker 
Houghton. 
This 
cash 
payment 
will 
be 
payable 
in 
the 
first 
quarter 
of 
2022 
at 
the 
time 
the 
Quaker 
Houghton 
AIP 
payments 
are 
made 
to 
AIP 
participants 
generally. 
Such 
cash 
payment 
is 
subject to 
a claw-back 
and must 
be repaid 
to the 
Company if 
you terminate 
your employment with Quaker Houghton for any reason 
other than for cause 
or if 
a change 
a control 
occurs within 
the first 
two (2) 
years of 
your tenure 
with Quaker Houghton. 

You 
will also 
be provided a 
one-time equity 
award equaling 
a cash 
value at 
time of grant of $1,750,000 in order to offset 
the equity that will expire upon 
your 
accepting 
employment 
with 
Quaker 
Houghton. 
Such 
award 
will 
be 
provided as 
a mix 
of 50% 
time-based restricted 
stock and 
50% PSU’s. 
The 
time based 
restricted stock 
will vest 
one year 
from the 
date of 
grant, which 
will 
be 
on 
your 
first 
day 
of 
employment 
with 
Quaker 
Houghton 
(currently 
anticipated 
to 
be 
October 
11, 
2021). 
However, 
in 
the 
event 
that 
your 
employment is 
terminated for 
any reason 
(other than 
cause) within 
the first 
twelve (12) months of your start date, then the 
vesting date of the time based 
restricted stock described 
in this paragraph 
will be accelerated 
to the date 
of 
termination. 
The grant 
of 50% 
PSUs will 
also be 
made on 
your first 
day of 
employment 
and 
will 
be 
based 
on 
the 
three 
year 
period starting 
October 
1, 
2021 and ending September 30, 2024. 
 

Relocation: 
You 
will receive, as 
soon as administratively possible after 
your start date, a 
lump 
sum 
payment of 
$150,000.00 
to 
cover 
all 
relocation 
expenses, 
which 
will be 
grossed up 
for taxes. 
If you 
should voluntarily 
leave Quaker 
within 






7 
one year of 
receipt of these 
funds, all financial relocation 
assistance must be 
reimbursed to Quaker Houghton. 
Financial Planning: 
You 
will be eligible to be reimbursed for up to $8,000 per calendar year for 
expenses incurred for financial planning and/or tax preparation. 
Benefits: 
Quaker Houghton 
offers a Flexible 
Benefits Program 
that is 
subject to change. 

This gives you the opportunity to choose from 
a variety of options creating a 
customized benefits package. 
The following benefits are currently 
part of the 
program. 
In each 
of these 
areas, you 
are offered 
a range 
of options 
so you 
may choose the ones that make the most sense for your personal situation. 
●
Medical 

●
Dental 

●
Life & AD&D Insurance 
●
Long-term Disability 
●
Health Care and Dependent Care Flexible Spending Accounts (FSAs) 
●
Retirement Savings Plan (401K) 
●
The 
Company 
is 
reviewing 
a 
non-qualified 
deferred 
compensation 
(excess) 
plan, 
which 
if 
adopted 
will 
be 
part 
of 
your 
overall 
benefits 
package 

 

Vacation 
/ Holidays: 
You 
will be eligible for 25 PTO days per calendar year while you are 
working in the U.S. You will begin to accrue an additional 5 days of PTO 
per calendar year when you meet the next service level as defined in 
the 
plan. 
In addition, you will be eligible to be paid for regional holidays. 

Unused vacation days will not roll over from year to year, unless applicable 
law requires otherwise.