MEMORANDUM OF
EMPLOYMENT


 


 


 


Effective: November 30, 2015


 


 


 


	
  NAME: 

  	
  Mary
  Dean Hall

  
	
  ADDRESS: 

  	
  1833
  Buckingham Court

  Kingsport,
  TN 37660

  






 


 


The parties to this Memorandum of Employment (“Agreement”) are MARY
DEAN HALL and Quaker Chemical Corporation, a Pennsylvania corporation
(“Quaker”).


 


WHEREAS,  Quaker 
desires  to  employ 
you  and  you  desire  to  be  employed 
by Quaker;


 


WHEREAS, both parties
wish to define and clarify all terms
and conditions of the employment relationship; and


 


WHEREAS,  both  parties  want  to  avoid  any
disputes over any terms and conditions of the employment relationship;


 


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 


 


Effective as  of  your  start  date,  Quaker
agrees to employ you and you agree to serve as  Quaker’s 
Vice  President,  Chief  Financial  Officer 
&  Treasurer  which 
includes the responsibilities  in  line  with  that  of  a  public
company Chief Financial Officer, reporting to Michael F. Barry or his
replacement as Chief Executive Officer. 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’s  Chief  Executive  Officer. You agree  that  during  the  term of
your  employment  with  Quaker  to  devote  your  knowledge,  skill,  and  working 
time solely and exclusively to the business and interests of Quaker and its subsidiaries; provided, however,  after  one  year  of  employment  you are eligible to accept a position as a
director on a board of a for-profit public company.


 


2.               Compensation 


 


Your base salary will be determined from
time to time by the Compensation / Management
Development  Committee  of  the  Board  of  Directors, in consultation with the Chairman, Chief  Executive  Officer & President. In addition, you will be entitled to participate, to  the  extent  eligible,  in  any  of Quaker’s annual and long term incentive
plans, retirement savings plan (401k plan),
stock purchase plan, and will be entitled to vacations, paid  holidays,  and  medical,  dental, and other benefits as are made
generally available by  Quaker  to  its  full-time employees. 













 


 












 





3.               Term  of  Employment 


 


Your employment  with  Quaker may be terminated on thirty (30) days' written notice by  either  party,  with  or  without  cause  or  reason  whatsoever. Within thirty  (30) days after  termination  of  your  employment,  you will be given an accounting of all monies due you.


 


4.               Covenant  Not  to  Disclose 


 


You acknowledge that the identity of Quaker's (and any of Quaker's
affiliates’) customers, the  requirements  of  such  customers,  pricing and payment terms quoted and charged to  such  customers,  the identity of Quaker's suppliers
and terms of supply (and the suppliers and related terms of supply of any of Quaker's customers for which
management services  are  being  provided),  information concerning the method and conduct of Quaker'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's (and its
affiliates’) manuals, documents, notes,  letters, 
records,  and  computer programs are Quaker's trade secrets ("Trade Secrets")  and  are  Quaker’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  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 Trade Secrets. Upon  termination  of  your
employment with Quaker and prior to final payment of all monies  due  to  you  under  Paragraph  2  or  at any other time upon Quaker's request,
you agree  to  surrender  immediately
to Quaker any and all materials in your possession or control which include or
contain any Quaker Trade Secrets.


 


5.               Covenant  Not  to  Compete 


 


In consideration  of  your  employment 
with Quaker and the training you are to receive from  Quaker,  you  agree  that  during  your  employment  with Quaker and for a period of  one  (1)  year  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  chemical  specialty 
products  which  are  the  same,  like,  similar
to, or which compete with Quaker (or any of its affiliates’) products or services; and


 


b.               
at
the Chemical Management Services sites to which you are, have, or  will  specifically  ever  be assigned in
the future, 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 provider of chemical management
services which are the same, like, similar to, or which compete with Quaker (or any of its affiliates’) services; and


 


c.                
recruit
or solicit any Quaker employee or otherwise induce such employee to  leave  Quaker’s 
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


 


d.               
solicit
or induce any of Quaker'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 services by Quaker) to
terminate or alter its contractual relationship with Quaker (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 Paragraph 4 or
in this Paragraph 5, Quaker 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, at  law  or  in  equity,
Quaker 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 Paragraph 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.


 





 2



 












 





6.               Contractual  Restrictions 


 


You represent and warrant to Quaker 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  and  (b)  your  employment  by Quaker 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.


 


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’s expense  or  at  Quaker's 
premises  or  at  a  customer’s  premises 
or  (b)  during your employment  with  Quaker  and  additionally  for  a  period  of
one year thereafter, and which relate to (i) Quaker’s business or (ii) any research, products, processes,
devices, or machines  under  actual  or  anticipated  development  or  investigation
by Quaker at the earlier of (i) that time or (ii) as the date of termination of employment, shall be Quaker’s sole property. You shall  promptly  disclose 
to  Quaker  all  Inventions
that you conceive or become aware  of  at  any  time
during your employment with Quaker
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. You hereby transfer 
and  assign  to  Quaker  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. You shall assist Quaker 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's interests therein.  Upon request, you shall execute any and all
applications, assignments,  or  other  documents that Quaker 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,  and  it  is agreed that those inventions shall be
excluded from the terms of this Agreement.


 


8.               Termination 


 


Quaker,
in  its  sole  discretion,  may  terminate your employment at any time and
without notice  for  any  reason, 
including  Cause. If you  incur  a  Separation  from  Service
by action  of  Quaker  for  any  reason  other  than  Cause,  death,  disability
or by obtaining normal retirement age, Quaker agrees to:


 


a.            
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 your request.


 


b.            
Pay  you  one  year's  severance in twenty-four semi-monthly installments commencing  on  the  Payment  Date  and  continuing  on  Quaker's  normal semi-monthly payroll dates each
month thereafter, each of which is
equal to your semi- monthly base salary at the time of your Separation from Service, provided you sign (and
thereafter do  not  timely  revoke) 
a  Release within 45 days of
the later of the date you receive the  Release 
or  your  Separation  from  Service.  Quaker  will  provide  continuation of medical and dental
coverage’s at Quaker’s cost for one year.


 


“Separation from  Service”  means 
your  separation  from  service 
with  Quaker and its affiliates
within the meaning of Treas. Reg.
§1.409A-1(h) or any successor thereto.


 


“Cause”
means  your  employment  with  Quaker  has  been  terminated  by  reason
of (i) your willful and material breach of this Memorandum of Employment, (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, 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.





 3



 












 





 


“Release” means
a release (in a form satisfactory to Quaker) of any and all claims against 
Quaker  and  all  related  parties  with
respect to all matters arising out of your employment  with  Quaker,  or  the  termination  thereof  (other than for claims for any entitlements under  the  terms  of  this Memorandum of Employment or any plans
or programs of  Quaker  under  which
you have accrued a benefit) that Quaker provides to you no  later  than  ten  days  after  your  Separation  from  Service. Such Release  will  not modify any of your rights to
indemnification or director’s and
officer’s insurance coverage as such are available to you based on your
position.


 


9.              Non-Disparagement 


 


The parties agree not to make any statements, written or verbal, or cause or
encourage others  to  make  any  statements, 
written  or  verbal,  that  defame,  disparage  or in any  way  criticize  the  personal  or  business  reputation,  practices,  or  conduct  of  the
other party  or  any  of  its  employees,  directors,  and  officers.
The Parties  acknowledge and agree that this prohibition extends to
statements, written or verbal, made to anyone, including but not limited to,
the news media, investors, potential
investors, any board of directors or advisory board or directors, industry
analysts, competitors, strategic partners, vendors, employees (past and present), and clients.


 


10.             Miscellaneous 


 


This Agreement  constitutes  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’s prior written consent. 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
as well as its successors and assigns.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.


 


 


 


 


 


ATTEST:                                                                                               QUAKER
CHEMICAL CORPORATION


 


 


 


 


                /s/
Robert T. Traub                                                                              /s/
Michael F. Barry                                                            


 


 


WITNESS:


 


 


 


 


/s/
Ronald S. Ettinger                                                                          /s/
Mary Dean Hall                                                             


                                                                                                                MARY
DEAN HALL





 





 4



 












 





ADDENDUM 1


 


	
  Base Salary:

  	
  Your
  salary will be payable on a semi-monthly basis at the rate of $14,583.34,
  which is annualized at $350,000.16. You will be eligible for your next salary
  increase in 2016.

   

  
	
  Annual and Long-

  Term Bonuses:

  	
  For
  your position, you are eligible to participate in the Global Annual Incentive
  Plan (GAIP).  Your annual cash bonus is up to a maximum of 75% of your base
  salary with a targeted amount at 41.25% of salary.  This bonus is adjusted
  for annual company performance.  For 2015, you will receive a minimum
  guaranteed GAIP payment of $144,375.00 payable in March of 2016, subject to
  normal withholdings.   

  You
  were approved for the LTIP 2016-2018 plan period, by the
  Compensation/Management Development Committee of the Board of Directors (the
  “Compensation Committee”) with a targeted amount worth $167,000.00 with
  one-third in restrictive stock, one-third in options, and one-third in
  performance cash.  

  On
  your start date you will be awarded with $300,000.00 worth of restricted
  shares of Quaker common stock.  These shares will vest over a three and
  one-half year period.  One quarter of the award will vest on June 1, 2016 and
  on each annual anniversary or such four year period.  You must be actively
  employed by Quaker on each vesting date to receive any of the respective
  vested shares.  

   

  All
  incentive compensation awards are made at the company's discretion and are
  subject to change, and require the approval of the Quaker Compensation and
  Management Development Committee of the Board of Directors.

   

  
	
  Financial Planning:

  	
  You
  will be eligible to be reimbursed for up to $3,500.00 per calendar year for
  expenses incurred for financial planning and/or tax preparation.

   

  
	
  Relocation:

  	
  You
  will receive, as soon as administratively possible after your start date, a
  lump sum payment of $100,000.00 (Gross) to cover all relocation expenses. 
  This payment is subject to all normal withholdings.  If you should voluntarily
  leave Quaker within one year of receipt, all financial relocation assistance
  must be reimbursed to Quaker.

   

  
	
  Benefits:

  	
  Quaker
  offers a Flexible Benefits Program. This gives you the opportunity to choose
  from a variety of options creating a customized benefits package.  The
  following benefits are 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)

   

  In
  addition to these flexible benefits, Quaker also offers the following benefit
  plans:

   

  ·        
  Retirement
  Savings Plan (401K)

   

  
	
  Vacation/Holidays:

  	
  You
  are currently eligible for five weeks of vacation annually and you will start
  to accrue, on a monthly basis, up to an additional 5 days of vacation per
  calendar year when you meet the next service level as defined in the plan. 
  In addition, you are also eligible for the same paid holidays made generally
  available by Quaker to its other full-time employees.  The company currently
  has 11 1⁄2 paid holidays.

  






 


 


 







 5