EXHIBIT 31





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EXHIBIT
10.1


 


 


Dieter Laininger


Expatriate Agreement


September 27, 2017


 


 


The following Expatriate Agreement (“Agreement”), effective the
date of Closing, is contingent on and subject to the closing of the transaction
contemplated in the April 4, 2017 Share Purchase Agreement by and among Global
Houghton LTD., Quaker Chemical Corporation, Gulf Houghton Lubricants LTD., the
Other Sellers Parties Hereto, and Gulf Houghton Lubricants LTD. (the
“Closing”). In no event shall this Agreement become effective prior to the
Closing, and in the event the Closing does not occur, this Agreement shall be
of no force and effect and shall be treated as if never executed. The Agreement
is made a part of the Employment Agreement between Quaker (“Quaker”
or the “Company”) and you, dated June 1, 2011 (the “Employment Agreement”). The
terms outlined in this Agreement supersede and replaces specific terms outlined
in the Expatriate Agreement dated January 15, 2013.


 


Assignment:


Your assignment will begin within two months of Closing and is expected
to run through the end of four years from the beginning of your assignment. The
Company at its sole discretion may reduce the length of the assignment to less
than the duration listed above. At the end of the assignment, you will be
repatriated to the Quaker Europe region where every effort will be made to
return you an equivalent level executive position, or if a position is
not available in Quaker Europe every effort will be made to find you a comparable position in another of
Quaker’s regions. However, you will not be required to take a position outside
of the Quaker Europe region unless mutually agreeable.


 


Appointment:


Quaker agrees to continue to employ you, and you agree to continue
to serve as Quaker’s Senior Vice President and Managing Director – Asia
Pacific. 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 the Chief
Executive Officer of Quaker. You agree that you will, during the term of this
Agreement or any extension or renewal thereof, devote your knowledge, skill,
and working time solely and exclusively to the business and interests of
Quaker.


 


Compensation and Benefits:


Effective the date of Closing your base monthly salary will be
increased to €22,600.00 gross (subject to all applicable
withholding) which represents an annualized amount of €271,200.00. Your base monthly salary of Euro’s
will be converted to CNY using the FX exchange rate as of the date of Closing.
This base monthly salary amount in CNY will remain unchanged unless adjusted consistent with Quaker’s then current practice for reviewing executive
officers’ salaries and performance.


 


You will be eligible for your next base monthly salary increase in
March, 2019, consistent with Quaker’s current practice for reviewing executive
officers’ salaries and performance.


 


For your position, you are eligible to participate in the Global
Annual Incentive Plan (“GAIP”) with target and maximum award percentages for
2018 under the GAIP of 50% and 100%, respectively, of your base salary,
dependent upon Quaker’s financial results and personal objectives to be
determined.



 

 





  










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Dieter Laininger


September 27, 2017


Page Two


 


 


Under Quaker’s Long-Term Incentive Plan, you will participate at
Level 1 with the awards to be annually approved by the Compensation and
Management Development Committee of the Board of Directors of Quaker. Both of
the aforementioned incentive Plans may be amended by the Board of Directors at
any time including eligibility to participate in any given incentive plan, the
level of participation in any Quaker incentive plan, and the terms and
conditions of any Quaker incentive plan. Any changes to those Plans, including
participation levels, shall not affect any of the other terms and conditions
hereof or of your Employment Agreement, including, without limitation, the
covenants contained in the “Provisions to Protect The Company’s Interests”,
which is attached to your Employment Agreement. Your award for the 2018-2020
performance period includes an even mix of time-based restricted stock, stock
options, and a cash award. The value, at a target level, is approximately
$170,000.00 USD.


 


Payment in Lieu of Pension: 


Effective the date of Closing through the final full month of your
assignment, you will receive a monthly payment in the amount of €1,301.64.  In
addition, during your assignment you will receive an annual payment of
€16,000.00 paid at the end of each October.  Both of these payments are in lieu
of participation in a pension plan. These payments will be converted to CNY
using the FX conversion at the end of the prior business day in which the
regular Quaker China’s pay is processed. These payments will be subject to all
normal withholdings.


 


Transportation: 


You will be eligible for a company automobile for business and
personal use consistent with Quaker – China practice applicable to such benefit
as the same may be revised from time to time.  You will also be eligible for a
driver for business and personal use consistent with the Quaker – China
practice.


 


Medical Coverage:


You and your eligible dependent will be eligible for the
international CIGNA medical and dental benefits plans while on assignment in
China.


 


Home Leave:


For the duration of your assignment, you and your spouse are
eligible for home leave expense reimbursements of up to a combined total of
€15,000.00 per assignment year, which are limited to airfare, automobile
transportation, and lodging, when traveling to and from your home country. If
trips are not made, no reimbursement will be paid.


 


Household Goods:


Quaker will provide for the shipping of your household goods by air, at
the end of the assignment, each for up to a maximum of 5,5cbm gross or 78 cubic
feet of goods whichever is deemed the greater. At your request, you are
eligible for the cost of reasonable storage for household goods to be stored
within your home country until the end of your assignment.


 


Personal Income Tax Filing Preparation:


Quaker will provide for the cost of your personal income tax
filing preparation for Germany and China for each calendar year while on
assignment.


 


Stock Grant: 


Upon Closing and pursuant to the terms of a separate restricted
stock grant agreement, Quaker will grant to you approximately $150,000.00 USD
in restricted stock, based on the closing price of Quaker’s common stock as of
the Closing. This award will vest three years from the Closing.


 


 





  










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Dieter Laininger


September 27, 2017


Page Three


 


Cost of Living:


Effective the date of Closing through the
final full month of your assignment, you will receive a cost-of-living monthly
base salary adjustment of €7,900.00. This monthly payment will remain unchanged during the duration of
the assignment. This payment will be converted to CNY using
the FX conversion at the end of the business day on regular Quaker China’s pay
dates; the same dates that your regular base salary is paid. These payments will be subject to all normal
withholdings.


 


Tax Equalization:


A tax equalization calculation will be completed for each calendar
year while on assignment. Depending on the calculation, you may be eligible for
a tax equalization payment.


 


Exchange Rate Equalization:


An exchange rate equalization calculation will be completed each
January for the term of this assignment for the prior assignment year, and will
be based on the rate of exchange on the pay dates of your regular monthly base
pay versus the exchange rate on the date of Closing.  Depending on the
calculation, you may be eligible for an annual exchange rate equalization
payment.   


 


Housing:


Through the end of your assignment, you will be eligible for a
housing allowance of up to 45,000.00 CNY per month. Any cost over this amount will be your responsibility.


 


Other than listed above, there will be no additional changes to,
all other terms and conditions of the Employment Agreement and any prior
amendments thereto, as well as all company rules and practices, shall remain
unchanged and in full force and effect.


 


This Agreement may be executed in one or more counterparts, all of
which will be considered one and the same Agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered (including by facsimile transmission) to the other parties hereto, it
being understood that all parties need not sign the same counterpart.


 


We kindly request your acceptance of these terms by signing below
and returning to the Vice President Human Resources in the Corporate Human
Resources Department.


 


SIGNATURE:


 


I hereby accept the offer as stated in the terms described above.


 


 


__       /s/ Dieter Laininger _________             Quaker
Chemical (China) Co., Ltd.


                Dieter Laininger


Date: ____October 2, 2017_________             By: _____/s/
Michael F. Barry _______ 


                                                                        Date:
___October 3, 2017__________ 


Quaker Chemical B.V.


 


By: ___/s/ Mary Dean Hall__________            Acknowledged
and approved


Date: ____October 3, 2017 _________            Quaker
Chemical Corporation


                                                                        By:
_         /s/ Robert T. Traub_______ 





  










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                                                                        Date:
____October 3, 2017_________