17 unchanged sentences
Other Information.
−Removed: Not applicable.
+Added: Insider Trading Arrangements and Policies
+Added: No director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the Company’s fourth quarter ended December 31, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
40 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive ( Loss) Income
+Added: Consolidated Statements of Comprehensive Inc ome (Loss)
Consolidated Balance Sheets
20 unchanged sentences
10.1 — Claim Handling and Funding Agreement between SB Decking, Inc., an inactive subsidiary of Registrant, and Employers Insurance Company of Wausau dated September 25, 2007.
−Removed: Incorporated by reference to Exhibit 10(ffff) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.
+Added: Incorporated by reference to Exhibit 10( k ) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.
10.2 — Settlement Agreement and Mutual Release entered into between AC Products, Inc., wholly owned subsidiary of Registrant, and Orange County Water District, effective November 8, 2007.
Incorporated by reference to Exhibit 10.47 as filed by the Registrant with Form 10-K for the year ended 2007.
−Removed: 10.3 — Employment Agreement by and between Registrant and Michael F.
−Removed: Barry dated July 1, 2008.
−Removed: Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.
−Removed: 10.4 — Employment Agreement by and between L.
−Removed: Willem Platzer and Quaker Chemical B.V., a Netherlands corporation and a subsidiary of Registrant, dated August 21, 2006.
−Removed: Incorporated by reference to Exhibit 10 as filed by the Registrant with Form 8-K filed on August 22, 2006.
−Removed: 10.5 — Change in Control Agreement by and between Registrant and L.
−Removed: Willem Platzer dated April 2, 2007, effective January 1, 2007.
−Removed: Incorporated by reference to Exhibit 10(aaaa) as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2007.
10.3 — Memorandum of Employment by and between Registrant and Joseph Berquist dated April 1, 2010.
4 unchanged sentences
Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Q for the quarter ended September 30, 2021.
−Removed: 10.9 — Employment Agreement by and between Dieter Laininger and Quaker Chemical B.V., a subsidiary of the registrant, dated June 1, 2011, effective June 15, 2011.
−Removed: Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2011.
−Removed: 10.10 — Change in Control Agreement by and between Registrant and Dieter Laininger dated May 31, 2011, effective June 15, 2011.
−Removed: Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2011.
10.6 — Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on October 11, 2021.
2 unchanged sentences
Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended on September 30, 2021.
−Removed: 10.13 — Expatriate Agreement by and between the Registrant and Dieter Laininger, dated September 27, 2017, effective August 1, 2019.
−Removed: Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q, filed on November 12, 2019.†
−Removed: 10.14 — Expatriate Agreement by and between the Registrant and Adrian Steeples, dated October 12, 2017, effective August 1, 2019.
−Removed: Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q, filed on November 12, 2019.†
−Removed: 10.15 — Form of Memorandum of Employment by and between the Registrant and certain executive officers (including Robert Traub, Jeewat Bijlani, and David Slinkman).
−Removed: Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q, filed on November 12, 2019 .†
10.8 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Robert Traub, Jeewat Bijlani, and David Slinkman).
4 unchanged sentences
Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter that ended on March 31, 2021.
−Removed: 10.19 — Memorandum of Employment by and between the Registrant and David Will dated March 22, 2021 and effective April 19, 2021.
−Removed: Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021.
−Removed: 10.20 — Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples, dated December 7, 2010.
−Removed: Incorporated by reference to Exhibit 10.19 as filed by the Registrant with Form 10-K for the year ended 2019.†
10.11 — Memorandum of Employment by and between the Registrant and Melissa Leneis dated May 24, 2022 and effective July 5, 2022.
4 unchanged sentences
Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†
−Removed: 10.24 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Dhruwa Rai).
+Added: 10.14 — Memorandum of Employment by and between the Registrant and Jeffrey Kutz dated November 30, 2023 and effective January 2, 2024.*†
+Added: 10.15 — Employment Agreement by and between the Registrant and Anna Ransley dated July 31, 2023, effective July 31,2023.
Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2023.
−Removed: 10.25 — Amendment to Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples, dated June 15, 2011.
−Removed: Incorporated by reference to Exhibit 10.20 as filed by the Registrant with Form 10-K for the year ended 2019.
+Added: 10.16 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Anna Ransley).
+Added: Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2023.
+Added: 10.17 — Employment Agreement by and between the Registrant and Jeffrey Fleck dated January 23, 2023, effective February 27, 2023.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2023.†
+Added: 10.18 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Jeffrey Fleck).
+Added: Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2023.†
10.19 — Supplemental Retirement Income Program (as amended and restated effective January 1, 2008), approved November 19, 2008.
2 unchanged sentences
Incorporated by reference to Appendix B to the Registrant’s definitive proxy statement filed on March 28, 2013.
+Added: 10.21 — Quaker Chemical Corporation 2023 Director Stock Ownership Plan.
+Added: Incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed on March 31, 2023.†
10.22 — Retirement Savings Plan, as amended and restated effective January 22, 2021, approved November 1, 2021.
2 unchanged sentences
Incorporated by reference to Appendix C to the Registrant’s definitive proxy statement filed on March 28, 2016.
−Removed: 10.31 — Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2011 Long- Term Performance Incentive Plan.
−Removed: Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10- Q for the quarter ended March 31, 2012 .
−Removed: 10.32 — 2016 Long-Term Performance Incentive Plan.
−Removed: Incorporated by reference to Appendix C to the Registrant’s definitive proxy statement filed on March 28, 2016.
10.25 — Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan.
18 unchanged sentences
Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.
+Added: 10.35 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.
+Added: Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2023.
10.36 — Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman & Co.
19 unchanged sentences
Incorporated by reference to Exhibit 10.1 as filed by Registrant with Form 8-K filed on August 2, 2019 .
−Removed: 10.51 — Non-Competition and Non-Solicitation Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation, Gulf Houghton Lubricants Ltd., Gulf Oil International, Ltd., GOCL Corporation Limited and Gulf Oil Lubricants India, Ltd.
−Removed: Incorporated by reference to Exhibit 10.2 as filed by Registrant with Form 8-K filed on August 2, 2019.***
10.44 — Escrow Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Houghton Lubricants, Ltd.
17 unchanged sentences
Section 1350.**
+Added: 97.0 — Quaker Houghton Compensation Recoupment Policy
101.INS — Inline XBRL Instance Document*
21 unchanged sentences
Tometich Principal Executive Officer and Director
−Removed: HOSTETTER Senior Vice President, Chief Financial Officer February 23, 2023
+Added: HOSTETTER Executive Vice President, Chief Financial Officer February 29, 2024
Hostetter Principal Financial Officer
−Removed: WILL Vice President, Chief Accounting Officer February 23, 2023
−Removed: Will Principal Accounting Officer
+Added: /s/ JEFFREY J.
+Added: KUTZ Vice President, Chief Accounting Officer February 29, 2024
+Added: Kutz Principal Accounting Officer
/s/ MICHAEL F.
BARRY Director, Non-Executive Chair of the Board February 29, 2024
−Removed: /s/ DONALD R.
−Removed: CALDWELL Director February 23, 2023
+Added: /s/ RUSSELL R.
+Added: SHALLER Director February 29, 2024
/s/ CHARLOTTE C.
−Removed: DECKER Director February 23, 2023
+Added: HENRY Director February 29, 2024
DOUGLAS Director February 29, 2024
3 unchanged sentences
OSBORNE Director February 29, 2024
−Removed: /s/ ROBERT H.
−Removed: ROCK Director February 23, 2023
/s/ FAY WEST Director February 29, 2024
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.