QUAKER CHEMICAL CORPORATION
2001 LONG-TERM PERFORMANCE INCENTIVE PLAN
(Effective January 1, 2001)
1. PURPOSE OF THE PLAN
This 2001 Long-Term Performance Incentive Plan (the "Plan") is being established to provide incentives and
awards to those employees largely responsible for the long-term success of Quaker Chemical Corporation (the
"Company") and its 50% or more owned subsidiaries.
The adoption of the Plan is subject to the approval of the Plan by the Company's shareholders and shall not
become effective until so approved. The Plan is intended to meet certain requirements of the Code relating to the
payment of compensation that qualifies as "performance-based compensation" which is exempt from certain
limitations on deduction imposed under Code
Section 162(m). The Plan is intended to replace the Company's 1999 Long-Term Performance Incentive Plan
(the "1999 Plan"). If the Plan is approved by the Company's shareholders, no further grants of Stock Options,
and no Awards of restricted stock or grants of Performance Incentive Units (as those terms are defined under the
1999 Plan) shall be made under the 1999 Plan. If the Plan is not so approved by the Company's shareholders,
the Plan shall be null and void, and the 1999 Plan shall continue in effect without change.
In addition, the Plan is intended to enable the Company to attract and retain executives in the future and to
encourage key employees to acquire a proprietary interest in the performance of the Company by purchasing and
owning shares of the Company's Common Stock.
2. GENERAL PROVISIONS
As used in the Plan:
(a) "Award" means a restricted stock award granted pursuant to Section 5 of the Plan.
(b) "Act" means the Securities Exchange Act of 1934, as amended.
(c) "Board of Directors" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Compensation/Management Development Committee of the Board of Director