exhibit101







 
1 
EXHIBIT 10.1 
RESTRICTED STOCK AWARD 
Pursuant to the current compensation 
structure for a member of the 
Board of Directors of Quaker Houghton 
(the “Board”), First Name 
Last Name 
(the “Grantee”), 
is hereby 
issued shares 
of $1.00 
par value 
Common Stock 
of Quaker 
Houghton (the 
“Company”) as 
a 
Restricted Stock 
Award 
(the “Award”) 
under the 
Quaker Houghton 
2016 Long-Term 
Performance Incentive 
Plan (the 
“Plan”) 
representing a $110,000.00 
equity award calculated as of MM DD, YYYY (the “Effective 
Date”) at $XXX.XX per share. 
This Award 
is subject to Grantee’s acceptance 
of the terms and conditions of this Award 
set forth in this agreement (the “Agreement”). 

 
Except as provided herein and in the Plan, shares of 
Restricted Stock subject to this Award will vest in a single installment on the earlier 
of (i) MM 
DD, YYYY or 
(ii), if Grantee’s 
retirement date is 
the date of 
the Company’s 
annual meeting in 
the next service 
year (and 
Grantee is not 
up for re-election 
to serve a 
new term on 
the Board), the 
day before the 
date of the 
Company’s annual 
meeting in that 
year. 
 
The terms and conditions 
of this Award 
are governed by this Agreement 
and the Plan. 
Unless otherwise defined herein, 
terms used in 
this Agreement have the meanings assigned to them in the Plan. 
In the event of any inconsistency between the terms of this Agreement 
and the terms of the Plan, the terms of the Plan shall govern. 
 
1.
 
As soon as practicable 
after the Effective 
Date of this Award, 
the Company will transfer 
the number of shares 
of Common Stock 
designated in this Award 
into a book entry account, opened in Grantee’s 
name with the Company’s transfer 
agent. 

 
2.
 
Shares of Restricted Stock 
transferred under paragraph 1 
are subject to certain 
restrictions for so long 
as such shares remain 
unvested 
and subject 
to a risk 
of forfeiture. 
Shares of Restricted 
Stock that 
have not 
fully vested 
under the 
vesting provisions 
described 
herein, notwithstanding 
Grantee’s right 
to vote such 
stock and receive 
dividends thereon, may 
not be sold, 
assigned, transferred, 
exchanged, pledged, hypothecated or 
otherwise encumbered. Grantee may, 
however, grant to 
another person a revocable proxy 
to 
vote unvested shares of Restricted Stock at a Company 
stockholders’ meeting. 
 
3.
 
Grantee (or Grantee’s 
beneficiary) will have 
full voting rights 
with respect to 
shares of Restricted 
Stock granted pursuant 
to this 
Award. 
 
4.
 
Grantee will be entitled to receive cash dividends on 
shares of Restricted Stock payable to shareholders of record after 
the Effective 
Date (unless and until such 
Restricted Stock is forfeited). 
Cash dividends paid on unvested 
shares of Restricted Stock will 
be treated 
as ordinary compensation and are 
subject to withholding. 
Any stock dividends (or other 
non-cash dividends) on shares of 
Restricted 
Stock will be subject to the same restrictions as the Restricted 
Stock. 
 
5.
 
Under the Plan, 
unvested shares of 
Restricted Stock will 
be forfeited 
in the event 
Grantee’s Board 
directorship ends prior 
to the 
completion of the 
vesting period, unless 
such termination is 
due to (i) death, 
(ii) Total 
Disability or (iii) 
retirement after attaining 
the retirement age under the Board’s 
retirement policy. 
 
6.
 
Shares of 
Restricted Stock 
that are 
no longer 
subject to 
forfeiture, will 
be deposited 
to Grantee’s 
stock plan 
account with 
the 
Company’s third-party administrator as soon as practicable 
after the date on which 
they irrevocably vest. 
Upon the vesting of shares 
of Restricted Stock, the 
prohibition against the 
sale or transfer of 
such shares will be 
lifted and such 
shares may be treated 
as any 
other shares 
of Common 
Stock of 
the Company, 
subject to 
any restrictions 
on transfer 
that may 
be applicable 
under Federal 
securities laws or the Company’s 
Insider Trading Policy. 

 
7.
 
Nothing in the Plan 
or this Agreement will 
be construed as creating 
any right in the 
Grantee to continued 
employment or service, 
or as altering or amending the existing 
terms and conditions of the Grantee’s 
employment or service. 

 
Quaker Chemical Corporation 
A Quaker Houghton Company 
901 E. Hector Street 
Conshohocken, PA 19428-2380 
T: 610.832.4000 
quakerhoughton.com.






 

 

 
2 
8.
 
All notices required 
to be given 
hereunder shall 
be mailed by 
registered or 
certified mail to 
the Company 
to the attention 
of its 
Secretary, at 
901 E. Hector 
Street, Conshohocken, Pennsylvania 
19428, and to 
Grantee at Grantee’s 
address as it 
appears on the 
Company’s books and 
records unless either of said parties has duly notified the other 
in writing of a change in address. 
 
9.
 
To the 
extent not preempted 
by Federal law, 
this Agreement shall 
be construed, administered 
and governed in 
all respects under 
and by the laws of the Commonwealth of Pennsylvania, 
without giving effect to its conflict of laws principles. 
 
10.
 
This Agreement contains all the 
understandings between the parties 
hereto pertaining to the 
matter referred to herein, and 
supersedes 
all undertakings and agreements, 
whether oral or in 
writing, previously entered into 
by them with respect 
thereto. 
Grantee represents 
that, in 
executing this Agreement, 
Grantee has not 
relied upon any 
representation or 
statement not set 
forth herein 
made by 
the 
Company with regard to the subject matter of this Agreement. 
 
 
QUAKER HOUGHTON 
 
 
 
By: 

 
Robert T. Traub 
 
 
 
 
Grantee represents that Grantee is familiar with the terms and provisions of the Plan, and hereby accepts this Award 
subject to 
the terms and 
provisions of the Plan 
insofar as they 
relate to Restricted Stock 
granted thereunder. 
Grantee agrees hereby 
to accept as 
binding, conclusive, and final all decisions or interpretations 
of the Committee upon any questions arising under 
the Plan or this Grant. 

Grantee authorizes the 
Company to withhold 
in accordance with applicable 
law from any 
compensation payable to 
Grantee any taxes 
required to be withheld by Federal, state, or local law as a result of the vesting of this Award 
. 
Grantee represents that, in executing this 
Agreement, Grantee has 
not relied upon 
any representation or 
statement not set 
forth herein made 
by the Company 
with regard to 
the 
subject matter of this Agreement. 

 
 
 
 
 
By: 

 
First Name Last Name