12/11/2024 | Press release | Distributed by Public on 12/11/2024 15:31
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, Andrew E. Tometich has departed Quaker Chemical Corporation (the "Company") and is no longer serving as the Company's Chief Executive Officer and President or as a member of the Board, effective November 18, 2024. Mr. Tometich's departure was not related to any disagreement between him and the Company.
On December 5, 2024, the Company and Mr. Tometich entered into a Separation Agreement and General Release (the "Separation Agreement") related to Mr. Tometich's involuntary termination. Subject to the terms and conditions of the Separation Agreement, Mr. Tometich will be entitled to receive the severance payments and benefits as described in the Company's Current Report on Form 8-K filed on November 20, 2024 and further detailed in the Company's proxy statement filed with the Securities and Exchange Commission on March 28, 2024, with the below modifications.
Under the Separation Agreement, Mr. Tometich will also receive accelerated, prorated vesting of any outstanding Stock Options, Restricted Stock Units, Performance Stock Units ("PSUs") and Restricted Stock, in each case, as defined in the Quaker Chemical Corporation 2016 Long-Term Incentive Plan (the "2016 Plan"). Achievement as to Performance Program Targets, as defined in the 2016 Plan, for the various performance-based awards will be measured at the end of the respective performance periods and paid out if earned at that time. PSUs will continue to be paid at the same time that they otherwise would have been paid.
The foregoing summary of the Separation Agreement does not purport to be a complete description of all of the terms and conditions of the document and is qualified in its entirety by reference to the full text of the document, which is filed as an exhibit to this Current Report on Form 8-K.