Exhibit 10(p)
AMENDMENT NO. 1 TO
1995 NAPLES RESTRICTED STOCK PLAN AND AGREEMENT
DATED AUGUST 14, 1995
AMENDMENT NO. 1 ("Amendment"), dated and effective as of January 21,
1998, by and between QUAKER CHEMICAL CORPORATION, a Pennsylvania corporation
(the "Company") and XXXXXX X. XXXXXX ("Executive").
BACKGROUND
The Company and Executive entered into the 1995 Naples Restricted Stock
Plan and Agreement on August 14, 1995 (the "Stock Plan Agreement"). The
Company and Executive desire by this Amendment No. 1 to amend the Stock Plan
Agreement in certain respects.
NOW, THEREFORE, intending to be legally bound hereby, the Company and
Executive agree as follows:
1. Paragraph 4(a) of the Stock Plan Agreement ("Additional Stock
Bonus") shall be amended in its entirety as follows:
4. Additional Stock Bonus
(a) The Company shall issue and pay to Naples as an additional
stock bonus (the "Additional Stock Bonus") up to an aggregate of 50,000
additional shares of Common Stock on the following terms: Commencing for
the year 1996, and for each year thereafter during the term of Naples'
employment with the Company, the Company will pay and deliver to Naples,
free of all restrictions (except as otherwise provided in Paragraph 9 of
this Plan and Agreement), 1,000 shares of Common Stock for each $.01 per
share increase, on a cumulative basis, in net income per share ("EPS"),
starting from a base equal to the greater of 1995 EPS or $1.10 per share.
Notwithstanding anything contained herein to the contrary, for the
purposes of calculating the Additional Stock Bonus, foreign currency
translation fluctuations, and extraordinary and non-recurring gains and
losses will be excluded from the determination of EPS. Shares of the
Additional Stock Bonus will be deemed to have been earned by Naples as of
the last day of the year in question (provided Naples is employed by the
Company on the last day of the year), shall be issued not later than
April 15 of the following year and shall be issued even if Naples is not
employed by the Company on the date of payment and delivery of such
shares.
Exhibit 10(p)
Page 1
The application of the preceding paragraph may be illustrated
as follows: If for 1995, EPS is $1.15 and for 1996 EPS is $1.35 per
share, an Additional Stock Bonus of 20,000 shares will be paid; if for
1997 EPS is $1.33, no shares will be paid; and if for 1998 EPS is $1.45,
an Additional Stock Bonus of 10,000 shares will be paid.
2. Except as specifically provided herein, the Stock Plan Agreement
remains in full force and effect without further modification or amendment.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 as of the day and year first above written.
QUAKER CHEMICAL CORPORATION
By:____________________________ ___________________________________
Xxxxxx X. Xxxxxx
Exhibit 10(p)
Page 2
