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Form 10-Q QUAKER CHEMICAL CORP For: Mar 31

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May 6, 2021 4:32 PM EDT
 
 
 
 
 
1
EXHIBIT 10.1
 
MEMORANDUM OF EMPLOYMENT
 
April 19, 2021
Shane W.
 
Hostetter
[ Redacted ]
 
 
The parties
 
to this
 
Memorandum of
 
Employment (“Agreement”)
 
are
Shane W.
 
Hostetter
and
Quaker Chemical
Corporation
, a Pennsylvania corporation, doing business as Quaker Houghton
 
(“Quaker Houghton” or the “Company”).
 
You
 
are appointed Quaker Houghton’s
 
Senior Vice President
 
and Chief Financial Officer
 
effective as of the
 
date listed above
and Quaker Houghton wishes to enter into this Agreement
 
containing certain covenants in connection with this appointment.
 
 
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
Quaker Houghton
 
agrees to
 
employ you
 
and you
 
agree to
 
serve as
 
Quaker Houghton’s
 
Senior
 
Vice President
 
and Chief
Financial Officer,
 
located at our Conshohocken, PA
 
facility.
 
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 Houghton’s
 
Chief Executive Officer.
 
You
 
agree that during the term
of your employment
 
with Quaker Houghton
 
to devote your knowledge,
 
skill, and working time
 
solely and exclusively
 
to the business
and interests of
 
Quaker Houghton and
 
its subsidiaries. Any
 
and all prior
 
employment or other
 
agreements, with the
 
exception of the
April
 
19, 2021 Change of Control agreement, are hereby terminated
 
and have no further legal effect.
 
2. Compensation
 
 
Your
 
base salary will be
 
determined from time to
 
time by the Compensation
 
and Human Resources Committee
 
of the Board
of Directors, in
 
consultation with the
 
Chief Executive Officer.
 
In addition, you
 
will be entitled to
 
participate, to the
 
extent eligible, in
any of Quaker Houghton’s
 
annual and long term
 
incentive plans, retirement savings plan
 
(401k plan), and will be
 
entitled to paid time
off, paid
 
holidays, and
 
medical, dental, and
 
other benefits as
 
are made
 
generally available
 
by Quaker
 
Houghton to
 
its full-time U.S.
employees.
 
3. Term
 
of Employment
.
Your
 
employment with
 
Quaker Houghton
 
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.
 
Notwithstanding the
 
foregoing, Quaker
 
Houghton has
 
the right
 
to terminate
 
your employment
 
upon less
 
than
thirty (30) days’ notice for Cause (as defined below).
 
4. Covenant
 
Not to Disclose
 
a. You
 
acknowledge that the
 
identity of Quaker
 
Houghton's (and any
 
of Quaker Houghton's
 
affiliates’) customers,
 
the
requirements of such customers,
 
pricing and payment
 
terms quoted and charged
 
to such customers, the
 
identity of Quaker Houghton's
suppliers and
 
terms of
 
supply (and
 
the suppliers
 
and related
 
terms of
 
supply of
 
any of
 
Quaker Houghton's
 
customers for
 
which
management services are being
 
provided), information concerning
 
the method and conduct of
 
Quaker Houghton'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
 
Houghton's (and its
 
affiliates’) manuals,
documents, notes,
 
letters, records,
 
and computer
 
programs are
 
Quaker Houghton's
 
confidential information
 
("Confidential
Information") and
 
are Quaker Houghton’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 Houghton
 
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
 
Houghton Confidential
 
Information. Upon
termination of your employment
 
with Quaker Houghton
 
and prior to final payment
 
of all monies due
 
to you under Section
 
2 or at any
other time
 
upon Quaker
 
Houghton's request,
 
you agree
 
to surrender
 
immediately to
 
Quaker Houghton
 
any and
 
all materials in
 
your
possession or control which include or contain any
 
Quaker Houghton Confidential Information.
b. You
 
acknowledge that,
 
by this Section
 
4(b), you
 
have been
 
notified in
 
accordance with
 
the Defend
 
Trade Secrets
Act that, notwithstanding the foregoing:
(i)
 
You
 
will not be
 
held criminally or
 
civilly liable under
 
any federal or
 
state trade secret
 
law or this
Agreement for the disclosure
 
of Confidential Information that:
 
(A) you make (1)
 
in confidence to a
 
federal, state, or local government
official, either
 
directly or
 
indirectly, or
 
to your
 
attorney; and
 
(2) solely
 
for the
 
purpose of
 
reporting or
 
investigating a
 
suspected
violation of law; or (B) you make in a complaint or other
 
document that is filed under seal in a lawsuit or other proceeding.
 
 
 
 
2
(ii)
 
If you file a lawsuit
 
for retaliation by Quaker
 
Houghton for reporting a
 
suspected violation of law,
you may disclose
 
Confidential Information
 
to your attorney
 
and use the
 
Confidential Information in
 
the court proceeding
 
if you: (A)
file any document containing Confidential
 
Information under seal and (B) do not disclose
 
Confidential Information, except pursuant
 
to
court order.
 
c. Additionally,
 
Quaker Houghton confirms
 
that nothing in
 
this Agreement is
 
intended to or
 
shall prevent, impede
 
or
interfere with
 
your right,
 
without prior
 
notice to
 
Quaker Houghton,
 
to provide
 
information to
 
the government,
 
participate in
 
any
government investigations, file a
 
court or administrative complaint,
 
testify in proceedings regarding
 
Quaker Houghton’s past
 
or future
conduct, or engage in any future activities protected
 
under any statute administered by any government agency.
 
5. Covenant
 
Not to Compete
In consideration of your new position with Quaker
 
Houghton and the training and Confidential Information
 
you are to receive
from Quaker
 
Houghton, you
 
agree that
 
during your
 
employment with
 
Quaker Houghton
 
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 specialty chemical
 
products which are
 
the same, like,
similar to, or which compete with Quaker Houghton’s
 
(or any of its affiliates’) products or services; and
 
b. directly
 
or indirectly
 
recruit, solicit
 
or encourage
 
any Quaker
 
Houghton (or
 
any of
 
its affiliates’)
 
employee or
otherwise induce such employee to leave Quaker
 
Houghton’s (or any
 
of its affiliates’) 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
. solicit
 
or induce
 
any of
 
Quaker Houghton'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 Houghton) to
terminate or alter its contractual relationship with Quaker
 
Houghton (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 reasonab
 
le 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
 
Section 4 or in
 
this Section 5,
 
Quaker Houghton 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
Houghton, at
 
law or
 
in equity,
 
Quaker Houghton
 
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 Section
 
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.
 
6. Contractual
 
Restrictions
 
You
 
represent and warrant to Quaker Houghton
 
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 Houghton
 
and (b)
 
your employment
 
by Quaker
Houghton 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.
 
You
 
further represent that
 
you will not
 
use any trade
 
secret, proprietary or
 
otherwise confidential information
belonging to a prior employer or other third party in connection
 
with your employment with Quaker Houghton.
 
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 Houghton’s
 
expense or
 
at Quaker
 
Houghton's premises
 
or at
 
a customer’s
 
premises or
 
(b) during
 
your employment
 
with
Quaker Houghton and
 
additionally for a
 
period of one
 
year thereafter,
 
and which relate
 
to (i) Quaker
 
Houghton’s business
 
or (ii) any
research, products,
 
processes, devices, or
 
machines under actual
 
or anticipated development
 
or investigation by
 
Quaker Houghton at
the earlier
 
of (i)
 
that time
 
or (ii)
 
as the
 
date of
 
termination of
 
employment, shall
 
be Quaker
 
Houghton’s sole
 
property.
 
You
 
shall
promptly disclose to Quaker
 
Houghton all Inventions that you
 
conceive or become aware of
 
at any time during your
 
employment with
Quaker Houghton 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 Houghton. You
 
hereby transfer and assign to
 
Quaker Houghton 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
 
Houghton.
 
You
 
shall assist Quaker Houghton
 
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
 
Houghton's interests
 
therein.
 
Upon request,
 
you shall
 
execute any
 
and all
 
applications, assignments,
 
or
other documents
 
that Quaker
 
Houghton 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
 
Houghton, and it
 
is agreed that
 
those
inventions shall be excluded from the terms of this Agreement.
 
 
 
 
3
 
8.
 
Termination
 
 
Quaker Houghton, in its sole
 
discretion, may terminate your
 
employment at any time and
 
for any reason, including
 
Cause (as
defined herein).
 
If you incur a
 
Separation from Service
 
by decision and
 
action of Quaker Houghton
 
for any reason
 
other than Cause,
death, or Disability (as defined below), Quaker Houghton
 
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 Houghton'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 a
 
Release within 45
 
days of the
 
later of the
 
date
you receive
 
the Release
 
or your
 
Separation from
 
Service. Continuation
 
of medical
 
and dental
 
coverage’s will
 
be consistent
 
with
current Quaker Houghton severance program in place
 
at the time of termination.
“Separation from Service”
 
means your separation
 
from service with Quaker
 
Houghton and its affiliates
 
within the meaning
of Treas. Reg. §1.409A-1(h) or any
 
successor thereto.
 
“Cause”
 
means your
 
employment with
 
Quaker Houghton
 
has been
 
terminated by
 
reason of
 
(i) your
 
willful and
 
material
breach of
 
this Agreement
 
(after hav
 
ing received
 
notice thereof
 
and a
 
reasonable opportunity
 
to cure
 
or correct)
 
or the
 
Company’s
policies, (ii) dishonesty,
 
fraud, willful malfeasance, gross
 
negligence, or other gross misconduct,
 
in each case relating to the
performance of your duties hereun
 
der which is materially injurious
 
to Quaker Houghton, 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.
 
“Release”
 
means a release
 
(in a form
 
satisfactory to Quaker
 
Houghton) of any
 
and all claims against
 
Quaker Houghton and
all related parties
 
with respect to
 
all matters arising
 
out of your
 
employment with Quaker
 
Houghton, or the
 
termination thereof (other
than for claims for any entitlements under the
 
terms of this Agreement or any plans or programs of
 
Quaker Houghton under which you
have accrued a benefit) that Quaker Houghton
 
provides to you no later than ten days after your
 
Separation from Service.
 
If a release is
not provided to you within this time period, the severance
 
shall be paid even if you do not sign a release.
“Disability”
 
means total and permanent
 
disability as defined
 
in the long-term disability
 
plan maintained by
 
Quaker
Houghton for employees
 
generally or,
 
if Quaker Houghton
 
does not maintain
 
such a plan, the
 
long-term disability plan
 
most recently
maintained by Quaker Houghton for employees generally.
9. Indemnification.
 
The Company
 
shall defend you
 
and hold you
 
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
 
you of services
 
for, or
 
action of you,
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
 
you in
 
defending such
 
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
 
you to
 
repay said
 
amount unless
 
it shall
 
ultimately be
 
determined that
 
you are
 
entitled to
 
be
indemnified hereunder;
 
provided, however,
 
that this
 
shall not
 
apply to
 
a nonderivative
 
action commenced
 
by the
 
Company against
you.
 
10. 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.
 
 
 
 
 
 
 
4
11. Miscellaneous
 
This Agreement and
 
any Change in
 
Control Agreement to
 
which you are
 
a party,
 
constitute 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 Houghton’s
 
prior written consent.
 
Quaker Houghton may
 
assign
this Agreement
 
in its discretion,
 
including to
 
any affiliate
 
or upon
 
a sale
 
of assets
 
or equity,
 
merger or
 
other corporate
 
transaction;
provided that Quaker
 
Houghton obtains the
 
assignee’s written
 
commitment to honor
 
the terms and
 
conditions contained herein.
 
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 Houghton
 
as well
 
as its
 
successors and
 
assigns.
 
In the
 
event of
 
any overlap
 
in the
 
restrictions contained
 
herein,
including Sections 4 and/or 5
 
above, with similar restrictions contained
 
in any other agreement, such restrictions
 
shall be read together
so as to provide the broadest restriction possible.
 
 
IN WITNESS WHEREOF,
 
the parties hereto have executed this Agreement the
 
day and year first above written.
 
WITNESS:
QUAKER CHEMICAL CORPORATION
 
DBA
QUAKER HOUGHTON
/s/ Robert T. Traub
/s/ Michael F. Barry
 
 
Michael F. Barry
WITNESS:
/s/ Victoria K. Gehris
/s/ Shane W.
 
Hostetter
 
 
Shane W.
 
Hostetter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
 
 
 
 
 
 
 
 
 
Shane W. Hostetter
ADDENDUM 1
 
Base Salary:
Your
 
salary will be
 
payable on a
 
bi-weekly basis at
 
an annualized rate
 
of $390,000.
 
You
 
will be eligible for your next salary increase in 2022.
Annual and Long-
Term Bonuses:
For your position, you are
 
eligible to participate in
 
the Annual Incentive Plan
(“AIP”) with target
 
and double target
 
award percentages
 
for 2021 under
 
the AIP of
60% and
 
120%, respectively,
 
of your
 
base salary,
 
dependent upon
 
Quaker
Houghton’s financial
 
results and other objectives to be determined.
You
 
were eligible to
 
participate in the 2021
 
-2023 Long Term
 
Incentive Plan (LTIP)
at a
 
target level
 
award of
 
$103,000.
 
In consideration
 
of accepting
 
your new
 
role,
you award will be increased by $200,000 for a total target
 
level award opportunity of
$303,000.
 
Your
 
award for the 2021
 
-2023 performance period
 
includes an even
 
mix
of time-based restricted stock, stock options, and target
 
performance stock units.
 
All incentive compensation
 
awards are made
 
at the Company’s
 
discretion, are
subject to change, and require the approval of the Compensation
 
Committee.
Benefits:
Quaker Houghton offers
 
a Flexible Benefits Program
 
that is subject to
 
change.
 
This
gives you the
 
opportunity to choose
 
from a variety of
 
options creating a
 
customized
benefits package.
 
The following benefits
 
are currently 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)
●
 
Retirement Savings Plan (401k)
PTO/Holidays:
You
 
will be
 
eligible for
 
the amount
 
of PTO
 
days per
 
calendar year
 
based on
 
your
tenure with
 
Quaker Houghton
 
per the
 
Company’s PTO
 
Plan.
 
In addition,
 
you will
continue to be
 
eligible to be
 
paid for regional
 
holidays.
 
Unused PTO days
 
will not
roll over from
 
year to year
 
(other than a
 
maximum of 5
 
days in 2021
 
as previously
announced by the Company).
 
 
 
 
1
EXHIBIT 10.3
 
 
 
 
 
 
March 22, 2021
 
David Will
Quaker Houghton
 
Dear David:
 
Congratulations!
 
I am pleased to
 
offer you this
 
promotion with Quaker
 
Houghton as VP,
 
Global Controller.
 
Your
 
tentative start date
for this
 
position is
 
April 19,
 
2021.
 
We believe
 
you can
 
make significant
 
contributions in
 
this role
 
and will
 
find this
 
opportunity
exciting and rewarding.
 
Please review the details of the offer below.
 
 
Salary
Your
 
new annualized salary
 
is $260,000 and
 
is inclusive of
 
your 2020 merit
 
increase and is
 
effective on April
 
19
,
2021.
 
You
 
will be
eligible for your next merit increase in April 2022, reflective of
 
performance year 2021.
 
Annual Incentive Plan
 
You
 
will be eligible to participate in our 2021 Annual Incentive Plan
 
(AIP), with an annual bonus target of 30% of
 
your base salary.
 
Long Term
 
Incentive Plan
You
 
will be eligible to
 
participate in our 2021
 
Long Term
 
Incentive Plan (LTIP)
 
at a level valued at
 
$70,000 which is inclusive
 
of the
$47,000 grant you
 
received on March
 
15
th
.
 
The $23,000 value
 
in the difference
 
will be reflected
 
in an additional
 
grant on your
 
start
date of April 19, 2021.
 
As a reminder, the grant will consist of Restricted
 
Stock (60%) and Performance Stock Units (40%).
 
 
The terms and conditions of your employment
 
as they existed remain in effect, except
 
as specifically set forth above and in restrictions
from what you signed previously.
 
Quaker Houghton reserves the right to modify
 
your job title, duties and compensation, as well as all
company rules, practices and other terms of employment.
 
We are
 
excited about this
 
opportunity for
 
you David and
 
look forward to
 
you accepting this
 
role with Quaker
 
Houghton.
 
After your
review of this offer,
 
please sign below to confirm your acceptance and return
 
to me with a copy to Rob Traub and Kym
 
Johnson.
 
Sincerely,
 
/s/ Shane Hostetter
Shane Hostetter
VP,
 
Finance and Chief Accounting Officer
 
Employee Offer Acceptance
I accept the terms and conditions outlined above:
 
 
/s/ David Will
 
4/7/2021
 
David Will
 
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
EXHIBIT 10.4
TRANSITION AGREEMENT
 
This Transition Agreement (this “
Agreement
”), dated as of April 22, 2021 is made between Michael F.
 
Barry (“
Executive
”)
and Quaker Chemical Corporation (“
Quaker
” or the “
Company
”).
 
 
WHEREAS, Executive and Quaker are parties to the
 
Employment Agreement dated July 1, 2008 regarding Executive’s
employment as the Company’s
 
Chief
 
Executive Officer and President (the “
Employment Agreement
”);
 
 
WHEREAS, Executive and Quaker contemplate that
 
effective December 31, 2021, Executive will retire as the
 
Chief
Executive Officer and President and will continue
 
to serve on the Board of Directors of the Company (the “
Board
”) as a non-
executive director;
 
WHEREAS, as used in this Agreement, any reference
 
to Executive shall include Executive and, in their capacities as such,
Executive’s heirs, administrators,
 
representatives, executors, legatees, successors, agents and
 
assigns; and
 
WHEREAS, all capitalized terms used but not defined
 
in this Agreement shall have the meanings ascribed to such terms
 
in the
Employment Agreement;
 
 
In consideration of the mutual promises, agreements and
 
representations contained herein, the parties agree as follows:
 
1.
 
Transition
. Executive shall continue to serve as President and
 
Chief Executive Officer of the Company,
 
at his current level of
compensation (including the full amount of his Annual
 
Incentive
 
Plan (
“AIP”
) bonus earned with respect to calendar year 2021)
and benefits (with such increases as may be approved
 
by the Board) through December 31, 2021. Effective
 
January 1, 2022,
Executive shall resign as an employee of the Company,
 
and from such positions and from all positions as an officer
 
or director of
any Company subsidiary (but, for the sake of clarity,
 
he shall not be expected to resign as a director of the Company).
 
However,
with the approval
 
of the Board, Executive may resign from such positions
 
prior to January 1, 2022, and in that event may also, if
he desires, resign as an employee prior to January 1, 2022.
 
In either event, Executive shall make himself reasonably
 
available to
the Board to provide strategic advice and counsel through
 
December 31, 2021 and shall continue to receive, through December
31, 2021 the same level of compensation and benefits to
 
which he was entitled as of the date of his resignation as President
 
and
Chief Executive Officer (including the
 
full amount of his AIP bonus earned with respect to calendar
 
year 2021).
 
If the Board
requests, and Executive provides his written consent,
 
Executive’s employment may
 
be extended beyond December 31, 2021 at his
current level of compensation and benefits, or upon such
 
other terms and conditions that the Board and Executive
 
may mutually
agree. The date of Executive’s
 
resignation as President and Chief Executive Officer
 
of the Company is referred to in the
Agreement as the “
Resignation Date.
” Following his resignation as President and Chief Executive
 
Officer, Executive shall,
subject to further action by the Board, continue to
 
serve as Chair of the Board, in the capacity as non-executive
 
Chair.
 
 
2.
 
Compensation.
 
If the Resignation Date occurs before January 1, 2022, the
 
Company shall compensate Executive through
December 31, 2021 as provided in Section 1 above.
 
From and after January 1, 2022 and continuing for as long
 
as Executive
serves as a director, the Company
 
shall compensate Executive for his services as a director on the same
 
basis as it compensates
the non-management members of the Board and shall
 
pay him additional compensation of $100,000 per annum (or
 
such greater
amount as may be approved by the Board)
 
for his services as non-executive Chair.
 
Such compensation shall be paid on the same
basis as the compensation payable to the Lead Director
 
(if there is one, otherwise on the same basis as for those directors serving
as chairs of Board committees), pro-rated in the event of
 
a partial year; provided that Executive’s
 
compensation for serving as
non-executive Chair shall, if paid in cash, shall be paid in
 
monthly installments. The Company shall reimburse Executive for
 
all
reasonable business expenses incurred
 
by him in the performance of duties as a director and non-executive
 
Chair in accordance
with the Company’s business
 
expense reimbursement policies. While serving as non
 
-executive Chair, the Company shall provide
Executive with support services as Executive may reasonably
 
request, including computer and telephone access, IT support and
support from an administrative assistant.
 
3.
 
Non-Executive Chair of the Board.
 
As the non-executive Chair, it is contemplated
 
that Executive shall, when present, preside at
all meetings of the Board and at all meetings of shareholders of
 
the Company, and together
 
with the President and Chief
Executive Officer and (if there is one) the
 
Lead Director, set the agenda for meetings
 
of the Board. In addition, Executive shall,
upon request, provide his advice and counsel with respect
 
to the transition of management,
 
new business opportunities, strategic
planning, customer and investor relations and such
 
other matters as the Company’s
 
Chief Executive Officer or the Board may
reasonably request.
 
4.
 
No Termination
 
of Service
. Executive and the Company hereby acknowledge that the Compensation
 
and Human Resources
Committee of the Board (or such other committee described
 
in the LTIP)
 
has provided that Executive will not be considered to
have had a “
Termination
 
of Service
” as defined in the LTIP
 
for so long as Executive is a director or employee of
 
the Company.
 
 
 
 
 
 
 
 
 
 
 
 
 
2
Any further amendment to the interpretation of Termination
 
of Service will be considered an amendment to an outstanding
 
award
pursuant to section 2.6 of the LTIP
 
and may only be made with the Executive’s
 
consent.
 
5.
 
Company’s Obligations
.
 
a.
 
The Company will pay Executive for any amounts of Executive’s
 
accrued salary payable under the Employment Agreement
and reimbursement for any reasonable business expenses
 
and other amounts to which Executive is entitled thereunder.
 
Such
payment will be made in accordance with the Company’s
 
regular payroll practices.
 
b.
 
Executive shall receive
 
any incentive cash bonus amount accrued or earned by Executive
 
in accordance with the terms of an
award granted under the AIP or LTIP
 
prior January 1, 2022 in accordance with the terms of the AIP
 
or LTIP,
 
as applicable.
Any such amount shall be paid to Executive as provided
 
under the AIP or LTIP,
 
as applicable.
 
 
c.
 
Following the Resignation Date, Executive shall not be
 
eligible to participate in the Company’s
 
benefit plans except as
provided below with respect to Executive’s
 
participation in the Company’s
 
existing medical plan, as such plan may be
changed by the Company from time to time for its senior employees
 
generally (“
Medical Coverage
”) and the Company’s
existing short-term disability plan and long-term disability
 
plan as such plans may be changed by the Company
 
from time to
time for its senior employees generally (“
Disability Coverage
”):
 
i.
 
Subject to approval from the applicable insurance provider,
 
if any, the Company
 
shall, until April 30, 2023, permit
Executive to elect Medical Coverage (including medical,
 
vision and dental coverage) for himself and his family
 
as
follows:
 
1.
 
Executive shall pay the premium cost of the Medical Coverage
 
he elects at the rate provided to active employees of
the Company, and
 
on an after-tax basis. In addition, the Company will pay
 
the portion of the premium cost paid by
the Company for active employees for such Medical Coverage
 
and the portion of the premium cost paid by the
Company will be includable in Executive’s
 
taxable income.
 
 
2.
 
Upon the termination of the Medical Coverage, Executive
 
and if applicable, his family may be eligible to elect
COBRA continuation coverage in accordance with the
 
terms of the Medical Coverage and applicable law.
 
 
3.
 
If at any time during such period Executive is not eligible
 
to participate in the Medical Coverage, the Company will
pay to Executive additional compensation in an amount
 
necessary to purchase coverage similar to the Medical
Coverage.
 
ii.
 
For as long as Executive is entitled to elect Medical Coverage
 
from the Company,
 
Executive will continue to be eligible
for Disability Coverage under the same terms and conditions as
 
active employees, subject to approval from the applicable
insurance provider, if any.
 
d.
 
Executive’s outstanding
 
equity awards as of December 31, 2021 shall be administered
 
according to the terms of the
applicable award agreements (the “
Award Agreements
”) and the terms of the LTIP.
 
e.
 
In the event of the death of Executive, any payments due
 
to Executive under this Agreement or the Award
 
Agreements and
not paid prior to Executive’s
 
death shall be made to the personal representative of Executive’s
 
estate.
 
f.
 
The Company shall withhold from any payments under this
 
Agreement any federal, state and local taxes that the Company
 
is
required to withhold pursuant to any law or governmental
 
rule or regulation. Executive shall be responsible for all Executive
taxes applicable to amounts payable under this Agreement.
 
g.
 
Executive shall not be entitled to any severance amounts
 
under any severance plans of the Company or the
 
Employment
Agreement.
 
6.
 
Restrictive Covenants
. Executive shall comply with the Restrictive Covenants set forth
 
in Section 6 of the Employment
Agreement (the “
Restrictive Covenants
”) for the applicable periods set forth therein; provided
 
that, notwithstanding anything to
the contrary in the Employment Agreement, Executive
 
shall comply with the Restrictive Covenants set forth in Section
 
6.2 of the
Employment Agreement regarding non-competition
 
and non-solicitation for so long as he is a member of the Board,
 
and for a
period of 18 months following the end of Executive’s
 
Board service.
 
7.
 
Return of Property
.
 
Executive agrees to return all Company property to the Company
 
on or before the Resignation Date (other
than as relates to his services as a director,
 
including his computer, cellphone and
 
email access) and not retain any property of the
 
 
 
 
 
 
 
 
 
 
3
Company (other than his cellphone, computer and any
 
other items that the Company expressly permits Executive
 
to keep). To the
extent that Executive retains any such items, or if he made
 
use of his own personal
 
computing devices (e.g., cellphone, laptop,
thumb drive, etc.), Executive will, upon request, deliver such
 
items to the Company for review and will permit the
 
Company to
delete all Company property and information therefrom,
 
and/or permit the Company to remotely delete all Company property
 
and
information from such items. For the avoidance of doubt,
 
notwithstanding anything to the contrary,
 
Executive shall be permitted
to retain his contacts (in electronic and paper form).
 
The Company shall pack and ship at its expense the personal items of
Executive that are in his office at the Company following
 
the Resignation Date.
 
8.
 
Cooperation
. Executive agrees that, upon the Company’s
 
reasonable notice to Executive and taking into consideration
Executive’s other commitments and
 
obligations, Executive shall fully cooperate with the Company
 
in investigating, defending,
prosecuting, litigating, filing, initiating or asserting any actual or
 
potential claims or investigations that may be made
 
by or against
the Company to the extent that such claims or investigations relate
 
to any matter in which Executive was involved (or alleged to
have been involved) while employed with the Company,
 
or during his service as a director, of
 
which Executive has knowledge by
virtue of Executive’s employment
 
with the Company or Executive’s
 
capacity as a director of the Company.
 
The Company will
advance to Executive the reasonable out-of-pocket expenses incurred
 
in rendering such cooperation.
 
9.
 
Permitted Conduct
. Nothing in this Agreement or the Employment Agreement
 
shall prohibit or restrict Executive from initiating
communications directly with, or responding to any inquiry
 
from, or providing testimony before, the Equal Employment
Opportunity Commission, the Department of Justice, the
 
Securities and Exchange Commission, or any other federal,
 
state or local
regulatory authority.
 
To the extent permitted
 
by law, upon receipt of any
 
subpoena, court order, or other legal process
 
compelling
the disclosure of any confidential information and trade secrets of
 
the Company, Executive agrees
 
to give prompt written notice to
the Company so as to permit the Company to protect its interests
 
in confidentiality to the fullest extent possible. Please take
 
notice
that federal law provides criminal and civil immunity
 
to federal and state claims for trade secret misappropriation
 
to individuals
who disclose a trade secret to their attorney,
 
a court, or a government official in certain, confidential
 
circumstances that are set
forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related
 
to the reporting or investigation of a suspected violation of the law,
 
or in
connection with a lawsuit for retaliation for reporting
 
a suspected violation of the law.
 
10.
 
Indemnification.
The Company shall defend and hold Executive harmle
 
ss 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 Executive
 
of
services for, or action of Executive
 
hereunder or as a director, officer,
 
employee or executive of the Company or of any parent,
subsidiary or affiliate of the Company,
 
or of any other person or enterprise at the Company’s
 
request. Expenses incurred by
Executive 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 Executive to repay said
amount unless it shall ultimately be determined that Executive
 
is entitled to be indemnified hereunder; provided, however,
 
that
this shall not apply to a nonderivative action commenced
 
by the Company against Executive. This indemnification
 
obligation is in
addition to the obligations of the Company pursuant to
 
its articles of incorporation and bylaws.
 
11.
 
Controlling Law
.
 
This Agreement and all matters arising out of, or relating
 
to it, shall be governed by,
 
and construed in
accordance with, the laws of the Commonwealth of Pennsylvania.
 
12.
 
 
Jurisdiction
.
 
Any action arising out of, or relating to, any breach
 
of the Restrictive Covenants shall be brought and prosecuted
only in the United States District Court for the Eastern
 
District of Pennsylvania, or if such court does not have jurisdiction
 
or will
not accept jurisdiction, in any court
 
of general jurisdiction in Philadelphia, Pennsylvania, and the
 
jurisdiction of such court in any
such proceeding shall be exclusive. Executive also irrevocably
 
and unconditionally consents to the service of any process,
pleadings, notices or other papers.
 
13.
 
Amendment
.
 
The parties agree that this Agreement may not be altered,
 
amended or modified, in any respect, except by a writing
duly executed by both Parties.
 
14.
 
Entire Agreement
.
 
The parties understand that no promise, inducement or
 
other agreement not expressly contained herein has
been made conferring any benefit upon them, and that
 
this Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, and that the terms of
 
this Agreement are contractual and not recitals only.
 
Prior to the
Resignation Date, the Employment Agreemen
 
t
 
shall apply to any termination of Executive’s
 
employment with the Company,
provided, however, that in the
 
event of a Separation from Service prior to the Resignation
 
Date, by action of the Company for any
reason other than Cause or the death or Disability of the
 
Executive, Executive shall receive the same compensation and benefits
that he would receive in the event of a resignation
 
prior to January 1, 2022, as set forth in Section 1 of this Agreement,
 
in lieu of
any payment under Section 4.4 of the Employment
 
Agreement. Following the Resignation Date, the provisions of
 
this Agreement
shall govern Executive’s service
 
as a director other than those provisions of the Employment
 
Agreement that by their terms apply
following termination of Executive’s
 
employment
 
as Chief Executive Officer and President of the Company
 
(including without
limitation Section 6 and 7.7), which shall continue
 
to apply to Executive.
 
 
 
 
 
 
 
 
 
4
 
15.
 
Section 409A
.
 
 
a.
 
This Agreement is intended to comply with Code section
 
409A, or an exemption, and the provisions of this Subsection
 
shall
apply notwithstanding any provisions of this Agreement
 
to the contrary. For purposes of
 
section 409A of the Code, the right
to a series of payments under this Agreement shall be treated
 
as a right to a series of separate payments and each payment
shall be treated as a separate payment. With
 
respect to any payments that are subject to section 409A of
 
the Code, in no event
shall Executive, directly or indirectly,
 
designate the calendar year of a payment and if a payment could
 
be made in more than
one taxable year, based on timing
 
of the execution of this Agreement, payment shall be made in the
 
later taxable year. Any
reimbursements and in-kind benefits provided under
 
this Agreement shall be made or provided in accordance with
 
the
requirements of section 409A of the Code.
 
b.
 
Notwithstanding any provision of this Agreement to
 
the contrary, 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 a Separation
 
from
Service shall not be made or provided before the date that
 
is six months after the date of Executive’s
 
Separation from Service.
Any payment or benefit that is delayed pursuant to this Subsection
 
shall be made or provided on the first business day of the
seventh month following the month in which Executive’s
 
Separation from Service occurs. With respect
 
to any cash payment
delayed pursuant to this Subsection, the first payment
 
shall include interest, at the Wall
 
Street Journal Prime Rate published
in the Wall Street
 
Journal on the date of Executive’s
 
Separation from Service (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 Subsection through the date
payment is made. The provisions of this Subsection shall
 
apply only to the extent required to avoid Executive’s
 
incurrence of
any additional tax or interest under section 409A of the
 
Code.
 
For purposes of this Subsection, a “
Separation from Service
”
shall mean Executive’s separation
 
from service with the Company and its affiliates within
 
the meaning of Treas. Reg.
§1.409A-1(h) or any successor thereto.
 
16.
 
Agreement Severability
.
 
If any provision of this Agreement is construed to be invalid,
 
unlawful or unenforceable, then the
remaining provisions hereof shall not be affected
 
thereby and shall be enforceable without regard thereto.
 
 
IN WITNESS WHEREOF,
 
and intending to be legally bound, the parties agree
 
to the terms of this Agreement.
 
 
Quaker Chemical
 
Corporation
Date: 4/22/2021
 
 
By:
 
/s/ Robert T. Traub
 
Name:
 
Robert T. Traub
 
Title:
 
Sr. VP,
 
General Counsel and Corporate Secretary
Date: 4/22/2021
 
By:
 
/s/ Michael F. Barry
 
 
Michael F. Barry
 
 
 
 
1
EXHIBIT 31.1
 
 
CERTIFICATION
 
OF CHIEF EXECUTIVE OFFICER OF THE COMPANY
 
PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
I, Michael F.
 
Barry, certify that:
 
1.
I have reviewed this quarterly report on Form 10
 
-Q of Quaker Chemical Corporation;
 
2.
Based on my knowledge, this report does not contain
 
any untrue statement of a material fact or omit to state a material
 
fact
necessary to make the statements made, in light of
 
the circumstances under which such statements were made,
 
not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and
 
other financial information included in this report, fairly
 
present in all
material respects the financial condition, results of operations
 
and cash flows of the registrant as of, and for,
 
the periods presented
in this report;
 
4.
The registrant’s other certifying
 
officer and I are responsible for establishing and
 
maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and
 
15d-15(e)) and internal control over financial reporting (as defined
 
in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant
 
and have:
 
 
(a)
Designed such disclosure controls and procedures, or
 
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
 
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
 
entities, particularly during the period in which this report
 
is
being prepared;
 
 
(b)
Designed such internal control over financial reporting,
 
or caused such internal control over financial reporting to
 
be
designed under our supervision, to provide reasonable
 
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
 
in accordance with generally accepted accounting
principles;
 
 
(c)
Evaluated the effectiveness of the registrant’s
 
disclosure controls and procedures and presented in this report
 
our
conclusions about the effectiveness of the disclosure
 
controls and procedures, as of the end of the period covered
 
by
this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the registrant’s
 
internal control over financial reporting that occurred during
the registrant’s most recent
 
fiscal quarter (the registrant’s
 
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely
 
to materially affect, the registrant’s
 
internal control over financial
reporting; and
 
5.
The registrant’s other certifying
 
officer and I have disclosed, based on our most recent
 
evaluation of internal control over financial
reporting, to the registrant’s
 
auditors and the audit committee of the registrant’s
 
board of directors (or persons performing the
equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the
 
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
 
the registrant’s ability to record,
 
process, summarize and
report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management
 
or other employees who have a significant role in the
registrant’s internal control
 
over financial reporting.
Date: May 6, 2021
 
/s/ Michael F. Barry
Michael F. Barry
Chief Executive Officer
 
 
 
1
EXHIBIT 31.2
 
 
CERTIFICATION
 
OF CHIEF FINANCIAL OFFICER OF THE COMPANY
 
PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
I, Shane Hostetter, certify that:
 
1.
I have reviewed this quarterly report on Form 10
 
-Q of Quaker Chemical Corporation;
 
2.
Based on my knowledge, this report does not contain
 
any untrue statement of a material fact or omit to state a material
 
fact
necessary to make the statements made, in light of
 
the circumstances under which such statements were made,
 
not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and
 
other financial information included in this report, fairly
 
present in all
material respects the financial condition, results of operations
 
and cash flows of the registrant as of, and for,
 
the periods presented
in this report;
 
4.
The registrant’s other certifying
 
officer and I are responsible for establishing and
 
maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and
 
15d-15(e)) and internal control over financial reporting (as defined
 
in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant
 
and have:
 
 
(a)
Designed such disclosure controls and procedures, or
 
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
 
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
 
entities, particularly during the period in which this report
 
is
being prepared;
 
 
(b)
Designed such internal control over financial reporting,
 
or caused such internal control over financial reporting to
 
be
designed under our supervision, to provide reasonable
 
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
 
in accordance with generally accepted accounting
principles;
 
 
(c)
Evaluated the effectiveness of the registrant’s
 
disclosure controls and procedures and presented in this report
 
our
conclusions about the effectiveness of the disclosure
 
controls and procedures, as of the end of the period covered
 
by
this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the registrant’s
 
internal control over financial reporting that occurred during
the registrant’s most recent
 
fiscal quarter (the registrant’s
 
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely
 
to materially affect, the registrant’s
 
internal control over financial
reporting; and
 
5.
The registrant’s other certifying
 
officer and I have disclosed, based on our most recent
 
evaluation of internal control over financial
reporting, to the registrant’s
 
auditors and the audit committee of the registrant’s
 
board of directors (or persons performing the
equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the
 
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
 
the registrant’s ability to record,
 
process, summarize and
report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management
 
or other employees who have a significant role in the
registrant’s internal control
 
over financial reporting.
Date: May 6, 2021
 
/s/ Shane W.
 
Hostetter
Shane W.
 
Hostetter
Chief Financial Officer
 
 
 
1
EXHIBIT 32.1
 
CERTIFICATION
 
PURSUANT TO 18 U.S.C. SECTION 1350
 
The undersigned hereby certifies that the Form 10-Q Quarterly
 
Report of Quaker Chemical Corporation (the “Company”)
 
for the
quarterly period ended March 31, 2021 filed with
 
the Securities and Exchange Commission (the “Report”) fully
 
complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
 
Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition
 
and results of operations of the Company.
 
 
Dated: May 6, 2021
 
 
/s/ Michael F. Barry
 
 
Michael F. Barry
 
 
Chief Executive Officer of Quaker Chemical
 
Corporation
 
 
 
1
EXHIBIT 32.2
 
CERTIFICATION
 
PURSUANT TO 18 U.S.C. SECTION 1350
 
The undersigned hereby certifies that the Form 10-Q Quarterly
 
Report of Quaker Chemical Corporation (the “Company”)
 
for the
quarterly period ended March 31, 2021 filed with
 
the Securities and Exchange Commission (the “Report”) fully
 
complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
 
Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition
 
and results of operations of the Company.
 
 
Dated: May 6, 2021
 
 
/s/ Shane W.
 
Hostetter
 
 
Shane W.
 
Hostetter
 
 
Chief Financial Officer of Quaker Chemical Corporation
 

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