exhibit103







 

 

 

 
1 
Exhibit 10.3 
INCENTIVE STOCK OPTION AWARD 
An Incentive Stock Option (the 
“Option”) for a total of 
XXX shares of $1.00 par 
value per share Common Stock 
(the “Stock”) of Quaker 
Chemical Corporation, 
also known as Quaker Houghton, 
a Pennsylvania corporation (the “Company”), is hereby granted 
as of MM DD, 
YEAR (the “Grant Date”) to First Name Last Name (the “Optionee”), subject to the terms and provisions 
of the Quaker Houghton 2016 
Long-Term 
Performance Incentive Plan 
(the “Plan”) insofar 
as the same 
are applicable to 
Options granted there 
under. The 
terms and 
provisions of the Plan are incorporated herein by reference. 
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.
 
The Option Price as determined by the 
Compensation 
and Human Resources Committee (the “Committee”) which has 
the authority 
for administering the 
Plan for the 
Company is $XXX.XX 
per share, having 
been determined pursuant 
to Section 3.2 
of the Plan, 
which is equal to 100% of the Fair Market Value 
(as defined in the Plan) of the Stock on the Grant Date. 

 
2.
 
Subject to the 
provisions of Paragraphs 
3 and 4 
hereof, the Option 
may be exercised 
in whole at any 
time or in part 
from time to 
time on or after the 
date the Option, or any 
portion thereof, first becomes exercisable. 
The Option terminates on 
the earlier of the 
date when fully exercised under the provisions of the Plan, the date fixed pursuant to Section 3.7(a), 3.7(b), or 3.7(c) of the Plan, or 
DATE 
. 
 
3.
 
The Option may 
not be exercised 
if the issuance 
of the Stock 
upon such exercise 
would constitute a 
violation of any 
applicable 
Federal or state securities or other law or valid regulation. 
Further, exercise of an Option 
granted pursuant to this Agreement shall 
be under and subject to Paragraph 3.4 of the Plan. 

 
4.
 
The Option shall be exercisable in consecutive and near 
equal installments in accordance with the following Schedule: 

 
Incentive Stock Options 
Exercisable on or After 
XXX 
VESTING DATE 
 
Notwithstanding any provision to 
the contrary, following 
termination of Optionee’s 
employment by the Company 
or a Subsidiary 
of the Company for any reason not 
specified in Sections 3.7(a) or (b) of the Plan, 
the Option shall not be or become exercisable 
as 
to any shares other than those shares as to which the Option shall have been exercisable in accordance with the preceding Schedule 
on the date of such termination. 

 
5.
 
The Option may 
not be transferred 
in any manner 
other than by 
will or the 
laws of descent 
or distribution and 
may be exercised 
during the lifetime of the Optionee 
only by the Optionee, 
pursuant to the terms of the 
Plan. 
The terms of the Option shall 
be binding 
upon the executors, administrators, heirs, successors, and 
assigns of the Optionee. 

 
6.
 
The Option may 
be exercised in 
accordance with such 
procedures as the 
Company may determine 
, 
through the Optionee’s 
stock 
plan account with the Plan’s third-party administrator. 
The Optionee may exercise the Option by logging in to the Optionee’s stock 
plan account at 
https://shareworks.solium.com
. The Company 
reserves the right 
to change the 
means of exercising 
options or the 
third-party administrator 
at any time. 
The third-party administrator, 
on behalf of 
the Company, 
shall be 
entitled to withhold 
(or 
secure payment from the Optionee in 
lieu of withholding) the amount 
of any withholding or other 
tax required by law to 
be withheld 
or paid by the Company with respect to the Option 
exercise. 
 
7.
 
Optionee shall have 
none of the rights 
of a shareholder 
with respect to any 
shares of Stock subject 
to the Option, except 
as to the 
shares with respect to 
which Optionee has validly 
exercised the Option granted 
herein and tendered to 
the Company the full price 
therefor. 

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






 

 

 
2 
8.
 
Nothing in the Plan or this Agreement 
will be construed as creating any right in the 
Optionee to continued employment or service, 
or as altering or amending the existing terms and conditions 
of the Optionee’s employment 
or service. 
 
9.
 
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 Optionee at Optionee’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. 
 
10.
 
To the 
extent not preempted 
by Federal law, 
this Agreement shall 
be construed, admin 
istered and governed 
in all respects 
under 
and by the laws of the Commonwealth of Pennsylvania, 
without giving effect to its conflict of laws principles. 
 
11.
 
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. 
You 
represent 
that, in 
executing this 
Agreement, you 
have 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: 

 
Michael F. Barry 
 
 
Optionee represents that Optionee is familiar with 
the terms and provisions of the Plan, and 
hereby accepts the Option subject 
to the terms and provisions of 
the Plan insofar as they relate 
to Options granted thereunder. 
Optionee agrees hereby to accept as 
binding, 
conclusive, and final all decisions or 
interpretations of the Committee upon 
any questions arising under the 
Plan or the Option. 
Optionee 
authorizes the Company to withhold in accordance with 
applicable law from any compensation payable to Optionee 
any taxes required 
to be 
withheld by 
Federal, state, 
or local 
law as 
a result 
of the 
exercise of 
the Option. 
Optionee represents 
that, in 
executing this 
Agreement, Optionee 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. 
 
 
OPTIONEE REPRESENTS 
THAT, 
AT THE 
TIME THE 
OPTION IS 
GRANTED, OPTIONEE 
DOES NOT 
OWN 
DIRECTLY OR INDIRECTLY (AS DETERMINED UNDER SECTION 424(d) OF THE INTERNAL REVENUE CODE OF 1986, 
AS AMENDED), STOCK POSSESSING MORE THAN 10% OF 
THE TOTAL COMBINED VOTING POWER OF ALL CLASSES 
OF STOCK OF QUAKER CHEMICAL CORPORATION 
OR ANY OF ITS SUBSIDIARIES. 

 
 
 
By: 

 
First Name Last Name