Exhibit 10.59
QUAKER CHEMICAL
CORPORATION
DIRECTORS’ DEFERRED
COMPENSATION PLAN
(Amended and Restated as of
January 1, 2005)
Section 1 - Statement of
Purpose
This Plan is designed and
implemented for the purpose of providing to the members of the
Board who have made significant contributions to the
Company’s success, the opportunity to accumulate capital on a
tax-deferred basis, thereby increasing the incentive for such
Directors to remain on the Board and to make the Company more
profitable. This goal is accomplished through a pre-tax deferral of
Board compensation and the deemed investment of those funds on a
tax-deferred basis.
Section 2 -
Definitions
2.1 “Account Balance”
means the amount, as denominated in dollars, of a
Participant’s account as indicated in the records of the
Administrator.
2.2 “Administrator”
means the person designated by the Company pursuant to
Section 3.1 to administer the Plan on behalf of the
Company.
2.3 “Beneficiary” means
the person to whom the share of a deceased Participant’s
total account is payable, as designated by a Participant in writing
on a form satisfactory to the Company. In the absence of any living
designated Beneficiary, a deceased Participant’s Beneficiary
shall be the deceased Participant’s then living spouse, if
any, for his or her life; if none, or from and after such
spouse’s death, then the living children of the deceased
Participant, if any, in equal shares, for each of their lives; and
if none, or after the death of all such children, the estate of the
deceased Participant.
2.4 “Board” means the
Board of Directors of the Company, or any committee of such Board
that is authorized to oversee, administer and amend the
Plan.
2.5 “Code” means the
Internal Revenue Code of 1986, as amended.
2.6 “Company” means
Quaker Chemical Corporation and any successors that shall maintain
this Plan. The Company is a corporation, with principal offices in
the Commonwealth of Pennsylvania.
2.7 “Compensation” with
respect to a Participant means all fees that would, but for this
Plan, be payable to a Participant in cash by reason of serving on
the Board or on committees of the Board.
2.8 “Director” means a
member of the Board.
2.9 “Participant” means
any Director who participates in the Plan as provided in
Section 4 and has not for any reason become ineligible to
participate further in the Plan.
2.10 “Plan” means the
Quaker Chemical Corporation Directors’ Deferred Compensation
Plan, as contained in this instrument, including all amendments
thereto.
2.11 “Plan Participation
Agreement” means the agreement signed by a Director
authorizing the deferral of his or her Compensation to the Plan
pursuant to Sections 4.2 and 5.1.
2.12 “Plan Year” means the
Plan’s accounting year. Effective January 1, 2006, the
Plan Year shall be the calendar year. Prior to January 1,
2006, the Plan Years were as follows:
(a) The six-month period beginning
July 1, 2002, and ending December 31, 2002;
(b) The calendar year beginning
January 1, 2003, and ending December 31, 2003;
(c) The period beginning
January 1, 2004, and ending May 4, 2004;
(d) The period beginning May 5,
2004 and ending May 10, 2005; and
(e) The period beginning
May 11, 2005 and ending December 31, 2005.
2.13 “Separation from
Service” means a Participant’s death, retirement, or
other termination of service with the Company and all affiliated
companies, within the meaning of Treas. Reg. §1.409A-1(h) or
any successor thereto.
2.14 “Vested” means the
nonforfeitable portion of any account maintained on behalf of a
Participant.
Section 3 - Plan
Administration
3.1 Powers and Duties of the
Administrator. The Company shall appoint the Administrator,
who shall administer the Plan for the exclusive benefit of the
Participants and their Beneficiaries, subject to the specific terms
of the Plan. The Administrator shall administer the Plan in
accordance with its terms and shall have the power and discretion
to construe the terms of the Plan and to determine all questions
arising in connection with the administration, interpretation, and
application of the Plan. Any such determination by the
Administrator shall be conclusive and binding upon all persons. The
Administrator may establish procedures, correct any defect, supply
any information, or reconcile any inconsistency in such manner and
to such extent as shall be deemed necessary or advisable to carry
out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in
a nondiscriminatory manner based upon uniform principles
consistently applied. The Administrator shall have all powers
necessary or appropriate to accomplish the duties under this
Plan.
The Administrator shall be charged
with the duties of the general administration of the Plan,
including, but not limited to, the following:
(a) The discretion to determine all
questions relating to the eligibility of a Director to participate
or remain a Participant hereunder and to receive benefits under the
Plan;
(b) To compute and make
determinations with respect to the amount of benefits to which any
Participant shall be entitled hereunder;
(c) To authorize and make
nondiscretionary or otherwise directed disbursements to
Participants;
(d) To maintain all necessary
records for the administration of the Plan;
(e) To interpret the provisions of
the Plan and to make and publish such rules for the regulation of
the Plan as are consistent with the terms hereof;
(f) To prepare and implement a
procedure to notify Directors that they may elect to have a portion
of Compensation deferred or paid to them in cash; and
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(g) To assist any Participant
regarding his or her rights, benefits, or elections available under
the Plan.
3.2 Records and
Reports. The Administrator shall keep a record of all
actions taken and shall keep all other books of account, records,
and other data that may be necessary for proper administration of
the Plan and shall be responsible for supplying all information and
reports to the Company, Participants and Beneficiaries.
3.3 Information from
Company. To enable the Administrator to perform the
functions under the Plan, the Company shall supply full and timely
information to the Administrator on all matters relating to the
Compensation of all Participants, their retirement, death,
disability, or termination of service as a member of the Board, and
such other pertinent facts as the Administrator may require. The
Administrator may rely upon such information as is supplied by the
Company and shall have no duty or responsibility to verify such
information.
3.4 Claims
Procedure. Claims for benefits under the Plan may be filed
with the Administrator on forms supplied by the Company. Written or
electronic notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In
the event the claim is denied, in whole or in part, the notice
shall set forth in language calculated to be understood by the
claimant (i) the specific reason or reasons for the denial,
(ii) specific reference to pertinent Plan
.
provisions on which
the denial is based, (iii) a description of any additional
material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is
necessary, and (iv) a description of the Plan’s review
procedures and the time limits applicable to such procedures,
including a statement of the claimant’s right, if any, to
bring a civil action under section 502(a) of the Employee
Retirement Income Security Act of 1974, as amended
(“ERISA”), following an adverse benefit determination
on review.
3.5 Claims Review
Procedure. Any Director, former Director, or Beneficiary
who has been denied a benefit by a decision of the Administrator
pursuant to Section 3.4, or his or her authorized
representative (the “claimant”), shall be entitled to
request the Administrator to give further consideration to his or
her claim by filing with the Administrator a request for a hearing.
Such request, together with a written statement of the reasons why
the claimant believes his or her claim should be allowed, shall be
filed with the Administrator no later than 60 days after receipt of
the notification provided for in Section 3.4. The claimant
shall be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits.
The Administrator shall then conduct a hearing within the next 60
days, at which the claimant shall have an opportunity to submit
comments, documents, records, and other information relating to the
claim without regard to whether such information was submitted or
considered in the initial benefit determination. The Administrator
shall make a final decision as to the allowance of the claim within
60 days of receipt of the appeal, unless special circumstances
require an extension of time, in which case notice of the extension
and circumstances shall be provided to the claimant prior to the
termination of the initial 60-day period and a decision shall be
rendered as soon as possible but not later than 120 days after
receipt of the request for review; provided, however, in the event
the claimant fails to submit information necessary to make a
benefit determination on review, such period shall be tolled from
the date on which the extension notice is sent to the claimant
until the date on which the claimant responds to the request for
additional information. The decision on review shall be written or
electronic and, in the case of an adverse determination, shall
include specific reasons for the decision, in a manner calculated
to be understood by the claimant, and
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specific references to the pertinent Plan
provisions on which the decision is based. The decision on review
shall also include (i) a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, or other
information relevant to the claimant’s claim for benefits,
and (ii) a statement describing any voluntary appeal
procedures offered by the Plan, and a statement of the
claimant’s right, if any, to bring an action under section
502(a) of ERISA. No legal actions concerning a claimant’s
benefit under the Plan may be brought prior to exhausting the
Plan’s claims process and review process, as described in
Section 3.4 and 3.5, in a timely manner.
Section 4 -
Eligibility
4.1 Eligibility. The
Company identified and notified those Directors who were serving on
the Board on June 30, 2002. A Director whose service on the
Board commences after June 30, 2002 shall be identified and
notified of the Plan at that time. Participation in the Plan shall
be voluntary.
4.2 Participation. A
Director becomes a Participant in the Plan upon the execution and
delivery by him or her and the Company of a Plan Participation
Agreement. Elections by Participants with respect to a Plan Year
beginning on or after January 1, 2006 shall be made before the
first day of such Plan Year. With respect to the Plan Year
beginning May 5, 2004, elections were required to be made
before May 5, 2004. With respect to the Plan Year beginning
May 11, 2005, elections were required to be made on or before
March 15, 2005. In the first year in which a Director becomes
eligible to participate in the Plan (or in any other plan which
would be aggregated with this Plan under Treas. Reg.
§1.409A-1(c)(2) or any successor thereto), the Director may
make an election, within 30 days after the date the Director
becomes eligible to Participate, with respect to Compensation for
services to be performed subsequent to the election during that
Plan Year (as determined under Treas. Reg. §1.409A-2(a)(7) or
any successor thereto). Elections made (or deemed to be made
pursuant to Section 5.1) with respect to any Plan Year are
irrevocable on the last day an election may be made with respect to
such Plan Year; provided, however, that an election made by a new
Director with respect to a Plan Year on or after the first day of
the Plan Year shall be irrevocable on the date the Director
delivers to the Company a Plan Participation Agreement that he or
she has executed.
4.3 Effective Date of
Participation. A Director shall become a Participant
effective as of the first day of the Plan Year for which a Plan
Participation Agreement under Section 4.2 is in effect,
provided that the Director is still serving on such date. A new
Director shall become a Participant as of the first day for which
his or her election to defer is effective.
4.4 Election Not to
Participate. Any Director may elect not to participate in
the Plan. A Director who fails to execute and deliver a Plan
Participation Agreement in accordance with Section 4.2 shall
be deemed to have elected not to participate in the
Plan.
Section 5 - Contributions to
the Plan
5.1 Participant’s
Compensation Deferral. A Participant may elect to defer up
to 100% of his or her Compensation each Plan Year. The total amount
of Compensation that is deferred shall be considered as the
Participant’s contribution to the Plan for that Plan Year.
Deferral elections shall continue in effect from Plan Year to Plan
Year unless changed or revoked by the Participant. Any change or
revocation shall not be effective prior to the first day of the
Plan Year beginning
