EXHIBIT 31


EXHIBIT
10.4


CHANGE IN CONTROL AGREEMENT


 


            THIS CHANGE IN CONTROL AGREEMENT (the
“Agreement”), dated September 21, 2017, is by and between QUAKER CHEMICAL
CORPORATION, a Pennsylvania corporation (the “Company”), and ____________ (the
“Manager”).


 


W I T N E S S E T H   T H A T


 


             WHEREAS, the
Board of Directors of the Company has determined that it is in the best
interests of the Company and its shareholders that the Company and its
subsidiaries be able to attract, retain, and motivate highly qualified management
personnel and, in particular, that they be assured of continuity of management
in the event of any actual or threatened change in control of the Company; and


 


WHEREAS, the Board of Directors of the Company believes
that the execution by the Company of change in control agreements with certain
management personnel, including the Manager, is an important factor in
achieving this desired end; and


 


WHEREAS, the effectiveness of this Agreement is contingent
on the occurrence of the Closing described in Section 22 below and, upon such
Closing, this Agreement shall amend and restate in full the prior Change in
Control Agreement (the “Prior Agreement”) between the Company and the Manager.


 


            NOW, THEREFORE, IN CONSIDERATION of the mutual
obligations and agreements contained herein and intending to be legally bound
hereby, the Manager and the Company agree that the Prior Agreement is amended
and restated in full, as follows:


 


1.                
 Term of Agreement.


            This Agreement shall become  effective on and
subject to the Closing, as defined below (the “Effective Date”), and shall
continue in effect through December 31, 2018, provided, however, that the term
of this Agreement shall automatically be extended for one additional year
beyond December 31, 2018, and successive one-year periods thereafter, unless,
not later than eighteen (18) months (eight (8) months with respect to the
automatic extension that would otherwise begin on January 1, 2019) preceding
the calendar year for which the term would otherwise automatically extend, the
Company shall have given written notice to the Manager of intention not to
extend this Agreement for an additional year, in which event this Agreement
shall continue in effect until December 31 of the calendar year immediately
preceding the calendar year for which the term would have otherwise
automatically extended.  Notwithstanding any such notice not to extend, if a
Change in Control (as defined in Section 2) occurs during the original or any
extended term of this Agreement, this Agreement shall remain in effect after a
Change in Control until all obligations of the parties hereto under this
Agreement shall have been satisfied.


 


2.                
 Change in Control.


            As used in this Agreement, a “Change in
Control” of the Company shall be deemed to have occurred if:


 


(a)             
 Any person (a “Person”), as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (other than (i) the Company and/or its wholly
owned subsidiaries; (ii) any ESOP or other employee benefit plan of the Company
and any trustee or other fiduciary in such capacity holding securities under
such plan; (iii) any corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company; or (iv) any other Person who, within the one
year prior to the event which would otherwise be a Change in 



  










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Control,
is an executive officer of the Company or any group of Persons of which he
voluntarily is a part), is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 30% or more of the combined voting power of the
Company’s then outstanding securities or such lesser percentage of voting power,
but not less than 15%, as determined by the members of the Board of Directors
of the Company who are independent directors (as defined in the New York Stock
Exchange, Inc. Listed Company Manual); provided, however, that a Change in
Control shall not be deemed to have occurred under the provisions of this
subsection (a) by reason of the beneficial ownership of voting securities by
members of the Benoliel family (as defined below) unless and until the
beneficial ownership of all members of the Benoliel family (including any other
individuals or entities who or which, together with any member or members of
the Benoliel family, are deemed under Sections 13(d) or 14(d) of the Exchange
Act to constitute a single Person) exceeds 50% of the combined voting power of
the Company’s then outstanding securities;


(b)             
 During any two-year period after the
Effective Date, Directors of the Company in office at the beginning of such
period plus any new Director (other than a Director designated by a Person who
has entered into an agreement with the Company to effect a transaction within
the purview of subsections (a) or (c)) whose election by the Board of Directors
of the Company or whose nomination for election by the Company’s shareholders
was approved by a vote of at least two-thirds of the Directors then still in
office who either were Directors at the beginning of the period or whose
election or nomination for election was previously so approved shall cease for
any reason to constitute at least a majority of the Board;


(c)             
 The consummation of (i) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the Company’s voting
common shares (the “Common Shares”) would be converted into cash, securities,
and/or other property, other than a merger of the Company in which holders of
Common Shares immediately prior to the merger have the same proportionate
ownership of voting shares of the surviving corporation immediately after the
merger as they had in the Common Shares immediately before; or (ii) any sale,
lease, exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets or earning power of the
Company; or


(d)             
 The Company’s shareholders or the
Company’s Board of Directors shall approve the liquidation or dissolution of
the Company.


            As used in this Agreement,
“members of the Benoliel family” shall mean Peter A. Benoliel, his wife and
children and their respective spouses and children, and all trusts created by
or for the benefit of any of them.


 


3.                
 Entitlement to Change in Control
Benefits; Certain Definitions.


            The Manager shall be entitled to the benefits
provided in this Agreement in the event the Manager has a Separation from
Service under the circumstances described in (a) below (a “Covered
Termination”), provided the Manager executes and does not revoke a Release (as
defined below), if any, provided by the Company.


 


(a)             
 A Covered Termination shall have
occurred in the event the Manager’s employment with the Company or its
affiliates is terminated within two (2) years following a Change in Control by:


(i)               
 The Company or its affiliates without
Cause (as defined below); or


(ii)            
 Resignation of the Manager for Good
Reason (as defined below).


            The Manager shall have no rights to any payments
or benefits under this Agreement in the event the Manager’s employment with the
Company and its affiliates is terminated (i) as a result of death or Disability
(as defined below), or (ii) by the Company or its affiliates for Cause.  In the
event the Manager’s employment is 



  










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terminated for any
reason prior to a Change in Control, the Manager shall have no rights to any
payments or benefits under this Agreement and, after any such termination, this
Agreement shall be of no further force or effect.


 


“Cause” shall mean (i) the Manager’s willful and
material breach of the employment agreement, if any, between the Manager and
the Company (after having received notice thereof and a reasonable opportunity
to cure or correct) or of Company policies, (ii) dishonesty, fraud, willful
malfeasance, gross negligence, or other gross misconduct, in each case relating
to the performance of the Manager’s employment with the Company or its
affiliates which is materially injurious to the Company, or (iii) conviction of
or plea of guilty to a felony, such Cause to be determined, in each case, by a
resolution approved by at least two-thirds of the Directors of the Company
after having afforded the Manager a reasonable opportunity to appear before the
Board of Directors of the Company and present his position.


 


“Code” shall mean the Internal Revenue Code of 1986,
as amended, together with any applicable regulations thereunder.


 


“Disability” shall mean total and permanent
disability as defined in the long-term disability plan maintained by the
Company for employees generally or, if the Company does not maintain such a plan,
the long-term disability plan most recently maintained by the Company for
employees generally.


 


“Good Reason” shall mean any of the following
actions without the Manager’s consent, other than due to the Manager’s death or
Disability: (i) any reduction in the Manager’s base salary from that provided
immediately before the Covered Termination or, if higher, immediately before
the Change in Control; (ii) any reduction in the potential value of Manager’s
bonus opportunity (including cash and noncash incentives) or increase in the
goals or standards required to accrue that opportunity, as compared to the
opportunity and goals or standards in effect immediately before the Change in
Control; (iii) a material adverse change in the nature or scope of the
Manager’s authorities, powers, functions, or duties from those in effect
immediately before the Change in Control; (iv) a material reduction in the
Manager’s benefits from those provided immediately before the Change in
Control, disregarding any reduction under a plan or program covering employees
generally that applies to all employees covered by the plan or program; or (v)
the Manager being required to accept a primary employment location which is
more than twenty-five (25) miles from the location at which he primarily was
employed during the ninety (90) day period prior to a Change in Control;
provided, however, that no Good Reason shall exist unless the Manager has first
provided written notice to the Company of the event(s) constituting Good Reason
and a reasonable opportunity thereafter to cure or correct.  


 


            “Payment Date” shall mean the 60th day
after the Manager’s Separation from Service, subject to Section 9.


 


            “Release” shall mean a release (in a
form satisfactory to the Company) of any and all claims against the Company and
all related parties with respect to all matters arising out of the Manager’s
employment by the Company and its affiliates, or the termination thereof (other
than claims for any entitlements under the terms of this Agreement, under any
employment agreement between the Manager and the Company, or under any plans or
programs of the Company under which the Manager has accrued a benefit) that the
Company provides to the Manager no later than five days after the date of the
Manager’s Covered Termination.  Notwithstanding any provision of this Agreement
to the contrary, if the Company provides a Release to the Manager, the Manager
shall not be entitled to any payments or benefits under this Agreement unless
the Manager executes the Release within 45 days of the later of the date he
receives the Release or the date of his Covered Termination, and the Manager
does not revoke the Release.


 





  










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            “Separation from Service” shall mean the
Manager’s separation from service with the Company and its affiliates within
the meaning of Treas. Reg. §1.409A-1(h) or any successor thereto.


 


            “Specified Employee” shall mean the
Manager if he is a specified employee as defined in Section 409A of the Code as
of the date of his Separation from Service. 


 


 


4.                
 Severance Allowance.


(a)             
 Amount of Severance Allowance.  In the event of a Covered Termination, the Company shall
pay or cause to be paid to the Manager in cash a severance allowance (the
“Severance Allowance”) equal to 1.5 (one and one-half) times the sum of the
amounts determined in accordance with the following paragraphs (i) and (ii):


(i)               
 An amount equivalent to the highest
annualized base salary which the Manager was entitled to receive from the
Company and its subsidiaries at any time during his employment prior to the
Covered Termination; and


(ii)            
 An amount equal to the average of the
aggregate annual cash amounts paid to the Manager in the Applicable Three-Year
Period under all applicable annual incentive compensation plans maintained by
the Company and its affiliates (other than compensation relating to relocation
expense; the grant, exercise, or settlement of stock options, restricted stock
or performance incentive units or the sale or other disposition of shares
received upon exercise or settlement of such awards); provided, however, that
(x) in determining the average amount paid under the annual incentive plan
during the Applicable Three-Year Period there shall be excluded any year in
which no amounts were paid to the Manager under that plan; and (y) there shall
be excluded from such calculation any amounts paid to the Manager under any
such incentive compensation plan as a result of the acceleration of such
payments under such plan due to termination of the plan, a Change in Control,
or a similar occurrence.  The Applicable Three-Year Period shall be (A) if the
Manager has received an annual incentive compensation plan payment in the
calendar year of his Covered Termination, the calendar year in which such
Covered Termination occurs and the two preceding calendar years, or (B) in any
other case, the three calendar years preceding the calendar year in which the
Manager’s Covered Termination occurs; provided, however, that the Applicable
Three-Year Period shall be determined by substituting “Change In Control” for
“Covered Termination” if such substitution results in a higher amount under
this subsection (ii).    


 


In no event shall any retention bonus or change in control
or success fee be taken into account when determining the amount of the
Severance Allowance hereunder.


 


(b)             
 Payment of Severance Allowance.  The Severance Allowance shall be paid to the Manager in
a lump sum on the Payment Date if the applicable Change in Control is also a
change in control event as defined in Treas. Reg. §1.409A-3(i)(5) (or any successor
thereto).  In any other case, the Severance Allowance shall be paid in eighteen
monthly installments commencing on the Payment Date, each of which is equal to
one eighteenth (1/18th) of the amount of the Severance Allowance determined
under Section 4(a), which are treated as a right to a series of separate
payments for purposes of Section 409A of the Code.


5.                
 Outplacement and Welfare Benefits.


(a)             
 Outplacement.  Subject to Section 6, for a period of one year following
a Covered Termination of the Manager, the Company shall make or cause to be
made available to the Manager, at its expense, 



  










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outplacement
counseling and other outplacement services comparable to those available for
the Company’s senior managers prior to the Change in Control.


(b)             
 Welfare Benefits.  Subject to Section 6, for a period of eighteen months
following a Covered Termination of the Manager, the Manager and the Manager’s
dependents shall be entitled to participate in the Company’s life, medical, and
dental insurance plans at the Company’s expense, in accordance with the terms
of such plans at the time of such Covered Termination as if the Manager were
still employed by the Company or its affiliates under this Agreement.  If,
however, life, medical, or dental insurance benefits are not paid or provided
under any such plan to the Manager or his dependents because the Manager is no
longer an employee of the Company or its subsidiaries, the Company itself
shall, to the extent necessary, pay or otherwise provide for such benefits to
the Manager and his dependents.


 


6.                
 Effect of Other Employment.


            In the event the Manager becomes employed (as
defined below) during the period with respect to which benefits are continuing
pursuant to Section 5:  (a) the Manager shall notify the Company not later than
the day such employment commences; and (b) the benefits provided for in Section
5 shall terminate as of the date of such employment.  For the purposes of this
Section 6, the Manager shall be deemed to have become “employed” by another
entity or person only if the Manager becomes essentially a full-time employee
of a person or an entity (not more than 30% of which is owned by the Manager
and/or members of his family); and the Manager’s “family” shall mean his
parents, his siblings and their spouses, his children and their spouses, and
the Manager’s spouse and her parents and siblings.  Nothing herein shall
relieve the Company of its obligations for compensation or benefits accrued up
to the time of termination provided for herein.


 


7.                
 Other Payments and Benefits.  


            On the Payment Date, the Company shall pay or
cause to be paid to the Manager the aggregate of:  (a) the Manager’s earned but
unpaid base salary through the Covered Termination at the rate in effect on the
date of the Covered Termination, or if higher, at the rate in effect at any
time during the 90-day period preceding the Change in Control; (b) any unpaid
bonus or annual incentive payable to the Manager in respect of the calendar
year ending prior to the Covered Termination; (c) the pro rata portion of any
and all unpaid bonuses and annual incentive awards for the calendar year in which
the Covered Termination occurs, said pro rata portion to be calculated on the
fractional portion (the numerator of said fraction being the number of days
between January 1 and the date of the Covered Termination, and the denominator
of which is 365) of the target bonuses or annual incentive awards for such
calendar year; and (d) the pro rata portion of any and all awards under the
Company’s long term incentive plan for the performance period(s) in which the
Covered Termination occurs, said pro rata portion to be calculated on the
fractional portion (the numerator of said fraction being the number of days
between the first day of the applicable performance period and the date of the
Covered Termination, and the denominator of which is the total number of days
in the applicable performance period) of the amount of the award which would
have been payable had (i) the Covered Termination not occurred, and (ii) the
target level of performance been achieved for the applicable performance
period.  The Manager shall be entitled to receive any other payments or
benefits that the Manager is entitled to pursuant to the express terms of any
compensation or benefit plan or arrangement of the Company or any of its
affiliates; provided that: (x) the Severance Allowance (i) shall be in lieu of
any severance payments to which the Manager might otherwise be entitled under
the terms of any severance pay plan, policy, or arrangement maintained by the
Company or the Memorandum of Employment or other employment agreement or arrangement,
if any, between the Manager and the Company, and (ii) shall be credited against
any severance payments to which the Manager may be entitled by statute; (y) any
annual incentive described in subsection (b) or (c) shall decrease (or shall be
decreased by), but not below zero, the amount of the annual incentive payable
(or paid) with respect to the same calendar year under the Company’s annual
incentive plan (currently the 2001 Global Annual Incentive Plan); and (z) any
amount described in subsection (d) shall decrease (or shall be decreased by),
but not below zero, the amount of the 



  










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analogous
performance award payable (or paid) with respect to the same performance
period(s) under the Company’s long term incentive plan(s) (currently the 2006
Long-Term Performance Incentive Plan).  


 


8.                
 Death After Covered Termination.


            In the event the Manager dies after a Covered
Termination occurs, (a) any payments due to the Manager under Section 4 and the
first sentence of Section 7 and not paid prior to the Manager’s death shall be
made to the person or persons who may be designated by the Manager in writing
or, in the event he fails to so designate, to the Manager’s personal
representatives, and (b) the Manager’s spouse and dependents shall be eligible
for the welfare benefits described in Section 5(b).  Payments pursuant to
subsection (a) shall be made on the later of (i) the date payment would have
been made to the Manager without regard to Section 9, or (ii) the date of the
Manager’s death.


 


9.                
 Certain Section 409A Rules.  


(a)             
 Specified Employee.  Notwithstanding any provision of this Agreement to the
contrary, if the Manager is a Specified Employee, any payment or benefit under
this Agreement that constitutes deferred compensation subject to Section 409A
of the Code and for which the payment event is Separation from Service shall
not be made or provided before the date that is six months after the date of
the Manager’s Separation from Service.  Any payment or benefit that is delayed
pursuant to this Section 9 shall be made or provided on the first business day
of the seventh month following the month in which the Manager’s Separation from
Service occurs.  With respect to any cash payment delayed pursuant to this
Section 9, the first payment shall include interest, at the Wall Street Journal
Prime Rate published in the Wall Street Journal on the date of the Manager’s
Covered Termination (or the previous business day if such date is not a
business day), for the period from the date the payment would have been made
but for this Section 9 through the date payment is made.  The provisions of
this Section 9 shall apply only to the extent required to avoid the Manager’s
incurrence of any additional tax or interest under Section 409A of the Code.


(b)             
 Reimbursement and In-Kind Benefits.  Notwithstanding any provision of this Agreement to the
contrary, with respect to in-kind benefits provided or expenses eligible for reimbursement
under this Agreement which are subject to Section 409A of the Code, (i) the
benefits provided or the amount of expenses eligible for reimbursement during
any calendar year shall not affect the benefits provided or expenses eligible
for reimbursement in any other calendar year, except as otherwise provided in
Treas. Reg. §1.409A-3(i)(1)(iv)(B), and (ii) the reimbursement of an eligible
expense shall be made as soon as practicable after the Manager requests such
reimbursement (subject to Section 9(a)), but not later than the December 31
following the calendar year in which the expense was incurred.


(c)             
 Interpretation and Construction.  This Agreement is intended to comply with Section 409A
of the Code and shall be administered, interpreted and construed in accordance
therewith to avoid the imposition of additional tax under Section 409A of the
Code.


(d)             
  


10.            
 Confidentiality and Noncompetition.


(a)             
 Confidential Information. The Manager acknowledges that information concerning the
method and conduct of the Company’s (and any affiliate’s) business, including,
without 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 the Company’s (and any
affiliate’s) manuals, documents, notes, letters, records, and computer programs
(“Proprietary Business Information”), are the sole and exclusive property of
the Company (and/or the Company’s affiliates, as the case may be) and are likely
to constitute, contain or reveal trade secrets (“Trade Secrets”) of the Company
(and/or the Company’s affiliates, as the case may be).  The term “Trade
Secrets” as used herein does not include Proprietary Business Information that
is known or becomes 



  










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known to the public through no act
or failure to act on the part of the Manager, or which can be clearly shown by
written records to have been known by the Manager prior to the commencement of
his employment with the Company.


(i)               
 The Manager agrees that at no time
during or following his employment with the Company will he use, divulge, or
pass on, directly or through any other individual or entity, any Trade
Secrets.  


(ii)            
 Upon termination of the Manager’s
employment with the Company regardless of the reason for the termination of the
Manager’s employment hereunder, or at any other time upon the Company’s
request, the Manager agrees to forthwith surrender to the Company any and all
materials in his possession or control which constitute or contain any
Proprietary Business Information, Company laptops, phones or other devices.


(b)             
 Noncompetition.  The Manager agrees that during his employment and for a
period of one (1) year thereafter, regardless of the reason for the termination
of the Manager’s employment, he will not:


(i)               
 directly or indirectly, together or
separately or with any third party, whether as an individual proprietor,
partner, stockholder, officer, 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 the
Company (or any of its affiliates);


(ii)            
 directly or indirectly recruit, solicit
or encourage any employee of the Company (or any of its affiliates) or
otherwise induce such employee to leave the employ of the Company (or any of
its affiliates) or to become an employee or otherwise be associated with him or
any firm, corporation, business or other entity with which he is or may become
associated; or


(iii)          
 solicit, directly or indirectly, for
himself or as agent or employee of any person, partnership, corporation, or
other entity (other than for the Company), any then or former customer,
supplier, or client of the Company with the intent of actively engaging in
business which would cause competitive harm to the Company (or any of its
affiliates).


(c)             
 Severability.  The Manager 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.


(d)             
 Remedies.  The Manager agrees and recognizes that in the event of a
breach or threatened breach of the provisions of the restrictive covenants
contained in this Section 10, the Company may suffer irreparable harm, and
monetary damages may not be an adequate remedy.  Therefore, if any breach
occurs or is threatened, the Company shall be entitled to obtain equitable
remedies, including injunctive relief in any court of applicable jurisdiction
notwithstanding the provisions of Section 12.  In the event of any breach of
the restrictive covenant contained in this Section 10, 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.  Furthermore, if a court
or arbitration panel determines that the Manager has 



  










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breached
any of the provisions of this Section 10, the Company’s obligations to pay
amounts and continue the benefits under this Agreement to the Manager (and his
dependents) shall immediately terminate.


(e)             
 Carve Outs.  The Manager acknowledges that, by this Section, he has
been notified that, notwithstanding the foregoing:


(i)               
 He will not be held criminally or
civilly liable under any federal or state trade secret law or this Agreement
for the disclosure of Trade Secrets that: (A) he makes (1) in confidence to a
federal, state, or local government official, either directly or indirectly, or
to his attorney; and (2) solely for the purpose of reporting or investigating a
suspected violation of law; or (B) he makes in a complaint or other document
that is filed under seal in a lawsuit or other proceeding.


(ii)            
 If he files a lawsuit for retaliation
by the Company for reporting a suspected violation of law, he may disclose
Trade Secrets to his attorney and use the Trade Secrets in the court proceeding
if he: (A) files any document containing Trade Secrets under seal and (B) does
not disclose Trade Secrets, except pursuant to court order.


(iii)          
 Nothing in this Agreement is intended to or shall prevent, impede
or interfere with the Manager’s right, without prior notice to the Company, to
provide information to the government, participate in a government
investigation, file a court or administrative complaint, testify in proceedings
regarding the Company’s past or future conduct, or engage in any future
activities protected under any statute administered by any government agency.


11.            
 Set-Off Mitigation.


            Except as provided in Section 6, the Company’s
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense, or other claim, right, or action which the
Company may have against the Manager or others.  In no event shall the Manager
be obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Manager under any of the provisions of
this Agreement.


 


12.            
 Arbitration:  Costs and Expenses of
Enforcement.


(a)             
 Arbitration.  Except as otherwise provided in Sections 10(d) and 13,
any controversy or claim arising out of or relating to this Agreement or the
breach thereof which cannot promptly be resolved by the parties shall be
promptly submitted to and settled exclusively by arbitration in the City of
Philadelphia, Pennsylvania, in accordance with the laws of the Commonwealth of
Pennsylvania by three arbitrators, one of whom shall be appointed by the Company,
one by the Manager, and the third of whom shall be appointed by the first two
arbitrators.  The arbitration shall be conducted in accordance with the rules
of the American Arbitration Association, except with respect to the selection
of arbitrators which shall be as provided in this Section 12.  Judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.


(b)             
 Costs and Expenses.  In the event that it shall be necessary or desirable for
the Manager to retain legal counsel and/or incur other costs and expenses in
connection with the enforcement of any and all of his rights under this
Agreement at any time during his lifetime, the Company shall pay (or the
Manager shall be entitled to recover from the Company, as the case may be) his
reasonable attorneys’ fees and costs and expenses in connection with the
enforcement of his said rights (including those incurred in or related to any
arbitration proceedings provided for in subsection (a) and the enforcement of
any arbitration award in court), regardless of 



  










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the
final outcome unless Manager’s assertion of claims are found by a court or
arbitrator to be frivolous or without merit. 


13.            
 Limitation on Payment Obligation.


(a)             
 Definitions.  For purposes of this Section 13, all terms capitalized
but not otherwise defined herein shall have the meanings as set forth in
Section 280G of the Code.  In addition:


(i)               
 the term “Parachute Payment” shall mean
a payment described in Section 280G(b)(2)(A) or Section 280G(b)(2)(B) of the
Code (including, but not limited to, any stock option rights, stock grants, and
other cash and noncash compensation amounts that are treated as payments under
either such section) and not excluded under Section 280G(b)(4)(A) or Section
280G(b)(6) of the Code;


(ii)            
 the term “Reasonable Compensation”
shall mean reasonable compensation for prior personal services as defined in
Section 280G(b)(4)(B) of the Code and subject to the requirement that any such
reasonable compensation must be established by clear and convincing evidence;
and


(iii)          
 the portion of the “Base Amount” and
the amount of “Reasonable Compensation” allocable to any “Parachute Payment”
shall be determined in accordance with Section 280G(b)(3) and (4) of the Code.


(b)             
 Limitation.  Notwithstanding any other provision of this Agreement,
Parachute Payments to be made to or for the benefit of the Manager but for this
subsection (b), whether pursuant to this Agreement or otherwise, shall be
reduced if and to the extent necessary so that the aggregate Present Value of
all such Parachute Payments shall be at least one dollar ($1.00) less than the
greater of (i) three times the Manager’s Base Amount and (ii) the aggregate
Reasonable Compensation allocable to such Parachute Payments.  Any reduction in
Parachute Payments caused by reason of this subsection (b) shall be applied in
the manner least economically detrimental to the Manager.  In the event
reduction of two or more types of payments would be economically equivalent,
the reduction shall be applied pro-rata to such types of payments.


            This subsection (b) shall be interpreted and
applied to limit the amounts otherwise payable to the Manager under this
Agreement or otherwise only to the extent required to avoid any material risk
of the imposition of excise taxes on the Manager under Section 4999 of the Code
or the disallowance of a deduction to the Company under Section 280G(a) of the
Code.  In the making of any such interpretation and application, the Manager
shall be presumed to be a disqualified individual for purposes of applying the
limitations set forth in this subsection (b) without regard to whether or not
the Manager meets the definition of disqualified individual set forth in
Section 280G(c) of the Code.  In the event that the Manager and the Company are
unable to agree as to the application of this subsection (b), the Company’s
independent auditors shall select independent tax counsel to determine the
amount of such limits.  Such selection of tax counsel shall be subject to the
Manager’s consent, provided that the Manager shall not unreasonably withhold
his consent.  The determination of such tax counsel under this Section 13 shall
be final and binding upon the Manager and the Company.


 


(c)             
 Illegal Payments.  Notwithstanding any other provision of this Agreement,
no payment shall be made hereunder to or for the benefit of the Manager if and
to the extent that such payments are determined to be illegal.


14.            
 Notices.


            Any notices, requests, demands, and other
communications provided for by this Agreement shall be sufficient if in
writing, and if hand delivered or if sent by registered or certified mail, if
to the Manager, at the 



  










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last address he had filed in
writing with the Company or if to the Company, at its principal executive
offices.  Notices, requests, etc. shall be effective when actually received by
the addressee or at such address.


 


15.            
 Withholding


            Notwithstanding any provision of this Agreement
to the contrary, the Company may, to the extent required by law, withhold
applicable Federal, state and local income and other taxes from any payments
due to the Manager hereunder.


 


16.            
 Assignment and Benefit


(a)             
 This Agreement is personal to the
Manager and shall not be assignable by the Manager, by operation of law, or
otherwise without the prior written consent of the Company otherwise than by
will or the laws of descent and distribution.  This Agreement shall inure to
the benefit of and be enforceable by the Manager’s heirs and legal
representatives.


(b)             
 This Agreement shall inure to the
benefit of and be binding upon the Company and its successors and assigns,
including, without limitation, any subsidiary of the Company to which the Company
may assign any of its rights hereunder; provided, however, that no assignment
of this Agreement by the Company, by operation of law, or otherwise shall
relieve it of its obligations hereunder except an assignment of this Agreement
to, and its assumption by, a successor pursuant to subsection (c).


(c)             
 The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, operation of
law, or otherwise) to all or substantially all of the business and/or assets of
the Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place, but, irrespective of any such assignment
or assumption, this Agreement shall inure to the benefit of and be binding upon
such a successor.  As used in this Agreement, “Company” shall mean the Company
as hereinbefore defined and any successor to its business and/or assets as
aforesaid.


17.            
 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.


 


18.            
 Entire Agreement; Amendment


(a)             
 This Agreement supersedes the Change in
Control Agreement entered into between the Manager and the Company on [date],
which agreement shall be null and void as of the Effective Date.  Except for
the change in control provisions set forth in the Company’s annual incentive
plan and long term incentive plans, and any Memorandum of Employment or other
employment agreement to which the Manager is a party, this Agreement represents
the entire agreement and understanding of the parties with respect to the
subject matter hereof.  The Manager understands and acknowledges that the
Company’s severance plan, annual incentive plan and long term incentive plans
are hereby amended with respect to the Manager to avoid duplication of
benefits, as provided in Section 7.  In the event of any overlap in the restrictions
contained herein, including Section 10 above, with similar restrictions
contained in any other agreement (including any Memorandum of Employment or
other employment agreement), such restrictions shall be read together so as to
provide the broadest restriction possible.


(b)             
 The Company reserves the right to
unilaterally amend this Agreement without the consent of the Manager to the
extent the Compensation/Management Development Committee of the Company’s Board
of Directors (in its sole discretion) determines is necessary or appropriate to
avoid the additional tax under Section 



  










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409A(a)(1)(B)
of the Code; otherwise, this Agreement may not be altered or amended except by
an agreement in writing executed by the Company and the Manager.


19.            
 No Waiver


            The failure to insist upon strict compliance
with any provision of this Agreement by any party shall not be deemed to be a
waiver of any future noncompliance with such provision or of noncompliance with
any other provision.


 


20.            
 Severability


            In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect.


 


21.            
 Indemnification


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


 


22.            
 Contingency


             This Agreement is in all respects 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 Thereto,
and Gulf Houghton Lubricants LTD, as the same may be amended by the parties
thereto (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 if never executed.


 


            IN WITNESS WHEREOF, the Manager has hereunto
set his hand and, pursuant to the authorization from its Board of Directors,
the Company has caused these presents to be executed in its name and on its
behalf and attested by its Secretary or Assistant Secretary, all as of the day
and year first above written.


 


                                                                        MANAGER


 


                                                                                                                                      


                                                                        Name


 


                                                                        QUAKER
CHEMICAL CORPORATION


 


                                                                        By:       ______________                                  


 


                                                                        Title:    ___________________________          


ATTEST:


 


_______________