SEPARATIONAGREEMENTANDGENERALRELEASE
Whereas, Jeewat Bijlani (herein referred to as “Employee”) has been employed by Quaker Houghton (herein referred to as “Employer”) as Executive Vice President, Global Security and Chief Growth Officer; and
Whereas,Employee’semploymentwithEmployerisseparatedeffectiveasofSeptember30,2026,(the “Separation Date”) and Employee wants to enter into an agreement whereby the Employer will provide Employee with certain benefits in exchange for a release as to any claims that Employee might have or assert against Employer.
Whereas,regardlessofwhetherEmployeeentersintothisAgreement,EmployershallprovideEmployee with90 dayspaidsalary,atEmployee'srate asoftheSeparationDate,lessapplicable payrolltaxdeductions,in lieuofnoticeofterminationfortheperiodfromOctober1,2026throughDecember29,2026inaccordancewith Employer'snormalbi-weeklypayrollpracticeandpaytotheinsurancecarriertheentirepremiumforEmployee's continued healthcare coverage at the same coverage level through December 31, 2026. In addition, Employer shall pay Employee for 13 days of PTO on or before October 15th, 2026, less applicable payroll tax deductions.
NOW,THEREFORE,inconsiderationofthemutualpromisescontainedherein,EmployeeandEmployer, intending to be legally bound, hereby agree as follows:
1.In consideration of the promises of Employer set forth in paragraph 2 below, Employee, on behalf of himself and Employee’s spouse, heirs, executors and administrators (hereinafter referred to collectively as “Releasing Parties”), intending to be legally bound, hereby permanently and irrevocably releases and discharges Employer, and its subsidiaries and affiliates, and its and their current and former officers, directors, employees, agents, representatives, successors, assigns, heirs,executors,administrators,and insurers (hereinafter
referredtocollectivelyas“ReleasedParties”),ofandfromanyandallcausesofaction,suits,
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debts, claims and demands whatsoever, which Employee or Releasing Parties had, has, or may have against Released Parties up until the date of Employee’s execution of this Separation AgreementandGeneralRelease(hereinafter“Agreement”).Particularly,butwithoutlimitation, Employee and Releasing Parties release any claims relating in any way to Employee’s employment or the termination of Employee’s employment relationship with Employer, including any claims under any federal, state, or local laws, including Title VII of the Civil Rights Actof1964asamended,42U.S.C.§2000eetseq.(“TitleVII”);theAgeDiscriminationin
EmploymentAct,29U.S.C.§621etseq.(the“ADEA”),as amendedbytheOlderWorkers Benefit
ProtectionAct(the“OWBPA”);theAmericanswithDisabilitiesAct,42U.S.C§12101etseq.
(“ADA”);theEmployeeRetirementIncomeSecurityAct,29U.S.C. §1001etseq.(“ERISA”); the
GeneticInformationNon-DiscriminationActof2008,42U.S.C.§2000ff-1etseq.(“GINA”);42
U.S.C. § 1981 (“Section 1981”); the Pennsylvania Human Relations Act (“PHRA”); the PennsylvaniaWagePaymentandCollectionLaw;thePennsylvaniaWhistleblowerLaw;andany and all other statutory and common law claims, including any tort claims, or claims for breach of contract or arising under state or local anti-discrimination laws.
2.In full consideration of Employee’s execution of this Agreement and agreement to be legally bound by its terms, Employer agrees to the following:
a.Employershallmake bi-weeklyseverance paymentsto Employee at Employee’scurrent bi-weekly rate, less applicable payroll tax deductions, for 12 months (the total payment is hereinafterreferredtoasthe“SeverancePayment”).ThefirstinstallmentoftheSeverance PaymentwillbepaidbyEmployeronthefirstregularlyscheduledpayperiodinaccordance withEmployer’snormalpayrollpracticefollowingJanuary1,2027,providedthatEmployee delivers an executed copy of this Agreement to Employer, and provided further that Employee has not revoked Employee’s acceptance of this Agreement by invoking the procedure identified in Paragraph 10.
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b.Employer shall pay Employee a 2026 Annual Incentive Plan (“AIP”) payment equal to Employee’s actual AIP payout as determined by Employer’s standard performance evaluation process applied through the year end period of December 31, 2026.Such paymentshallbemadenolaterthanthedateonwhichEmployerpaysAIPawardstoactive employees for the 2026 performance year, and in no event later than March 31, 2027, assuming Employee’s execution and no revocation of, and compliance with (in Employer’s discretion), this Agreement and compliance with the MOE (as defined below).
c.Employer shall pay Employee certain payments for 2026 under Employer’s Long Term IncentivePlanasdeterminedbyEmployer’sstandardprocessappliedthroughtheyearend period of December 31, 2026, assuming Employee’s execution and no revocation of, and compliance with (in Employer’s discretion), this Agreement and compliance with the MOE (as defined below).
d.FollowingDecember31,2026,EmployeeshallbeeligibletocontinueEmployee’scoverage, pursuanttoCOBRAifthisistheoptionEmployeechoosesforEmployee’scontinuedmedical and/or dental plans.If Employee is enrolled in Employer’s medical and/or dental plans as of the Separation Date, in further consideration for the execution by Employee of this Agreement and in compliance with the promises made herein, Employer shall make bi-weekly payments equivalent to the Employer-paid portion for Employee’s existing medical and/or dental coverage to Employee for a period of 18 months(the “COBRA ReimbursementPeriod”)inaccordancewithEmployer’spayrollschedule,subjecttonormal payroll tax withholding.Following the COBRA Reimbursement Period, Employee shall be responsible for the entire COBRA premium (or other premiums, as applicable) for the remainder of any applicable COBRA or other health care continuation period.
e.Employer shall provide Employee with twelve (12) months of outplacement services through a provider to be identified by Employer.
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f.EmployershallreimburseEmployeeforfinancialandwell-beingservicesfor2026and2027 under Employer’s executive benefit program, subject to Employee’s timely submission of receipts for reimbursement pursuant to the terms of the program.
3.ExceptassetforthinthisAgreement,itisexpresslyagreedandunderstoodthatEmployerdoes not have, and will not have, any obligation to provide Employee at any time in the future with any payments, benefits, or considerations other than those recited in this Agreement, except for any vested retirement,pension or COBRA benefitsto which Employee isor may be entitled by law.
4.Employee hereby agreesandrecognizesthatEmployee’semploymentwithEmployerhas been permanentlyseveredandthatEmployerhasnoobligationtore-employEmployeeinthefuture.
5.EmployeeagreesandacknowledgesthatthisAgreementisnotandshallnotbeconstruedtobe anadmissionofaviolationbyEmployerofanyfederal,stateorlocalstatuteorregulation,orof any duty owed by Employer.
6.Employee shall not make any statement, orally or in writing, regardless of whether such statement is truthful, nor take any action, that (a) in any way could disparage Employer or Released Parties or which could reasonably be expected to harm the reputation or goodwill of Employer, or (b) in any way, directly or indirectly, could knowingly cause or encourage or condonethemakingofsuchstatementsorthetakingofsuchactionsbyanyoneelse.Employer shall not make any statement, orally or in writing, regardless of whether such statement is truthful, nor take any action, that in any way could disparage Employee or which could reasonably be expected to harm Employee’s business reputation and shall use its reasonable best efforts to ensure compliance with same by its employees.
7.Prior to being eligible to receive the consideration set forth herein, Employee shall return to Employer all Employer-owned property including any business or other records of Employer in any form.
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8.Employeeshallcomplywithallpost-employmentobligationsinanyconfidentialityorrestrictive covenantagreementssignedbyEmployeeduringEmployee’semploymentwithEmployerorany predecessor, including but not limited to any Memorandum of Employment, including but not limited to the MOE dated September 28, 2017 and the addenda thereto (collectively, the “MOE”), which post-employment obligations shall remain in full force and effect. NotwithstandingtheaboveandinfurtherconsiderationforEmployee’sexecutionoftheRelease herein without revoking same, for purposes of Section 5(a) of the MOE concerning noncompetition,thepartiesagreethattheone-yearnoncompetitionperiodsetforthinSection 5oftheMOE(the“RestrictedPeriod”)shallrunfromtheSeparationDate,andSection5(a)only is replacedinitsentiretywiththe followingrestriction:Duringthe RestrictedPeriod, Employee shall not,withoutthe priorconsentofEmployer (which may bedeliveredviaemail), directlyor indirectly, together or separately or with any third party, whether as an employee, individual proprietor, partner, stockholder, officer, director, advisor, investor,or any other capacity whatsoever, actively engage in business or assist anyone or any firm in connection with the following list of entities: TotalEnergies, Castrol, Fuchs, Henkel, MKS Atotech, BASF Chemetall Surventis, Element Solutions, Nihon Parkerizing, Daido, Yushiro, Moresco, Petrofer, Dubois, Blaser, Kodiak, Chemtrend (Freundenberg), Kluber (Freudenberg), Godfrey and Wing, Qualichem(Yushiro),Idemitsu,,Kluthe,,andCSWIndustrials(Whitmore),andanyprivateequity firm or other investor seeking to invest in Employer. Nothing in this Agreement shall prohibit Employeefromservingasanoperatingexecutive,advisor,boardmember,consultant,operating partner, or executive partner to any private equity firm or other investment vehicle, provided that during the Restricted Period, Employee is not involved in, advising on, planning for, financing,ormanaginganacquisitionoforinvestmentinEmployer.Fortheavoidanceofdoubt, this Section 8 amends and replaces Section 5(a) only of the MOE. Employee's general employment by or affiliation with a private equity firm that may, independently of Employee's
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involvement,evaluateduringtheRestrictedPeriodorpursueaninvestmentinEmployershall
not constitute a breach of this provision, so long as Employee complies with this Section 8. Should Employer determine, within its discretion, that Employee has breached any obligations under this Agreement or the MOE (as amended above), Employer shall notify Employee in writing. All other provisions of the MOE shall remain in full force and effect as originally executed.
9.EmployeeacknowledgesthatEmployeewasgivenforty-five(45)daystoreview,signandreturn this Agreement since receiving it, and that Employee has reviewed it with an attorney to the extent Employee chose to do so.Employee also acknowledges that Employee has been instructednottosignorreturnthesignedAgreementtoEmployerbeforethecloseofbusiness on the Separation Date.Employee acknowledges that Employee has seven (7) days after Employee signs and delivers the Agreement (the “Revocation Period”) to revokeit by notifying Employerinwriting.TheAgreementisnoteffectiveorenforceableuntiltheRevocationPeriod has expired.
10.In the event of any actual or threatened default in or breach of any of the covenants or agreements in this Agreement, Employer shall have the right of specific performance and injunctive relief from a court of competent jurisdiction giving effect to Employer’s rights under this Agreement without the need to post bond, in addition to any and all other rights and remedies which shall be cumulative.Employee agrees that any such breach or threatened breach would cause irreparable injury, that the remedies at law for any such breach or threatenedbreach,includingmonetarydamages,areinadequatecompensationforanylossand thatanydefenseinanyactionforspecificperformancethataremedyatlawwouldbeadequate iswaived.NothinginthisparagraphshallbeconstruedasawaiverbyEmployeeofanydefense toanyclaimbyEmployerthatmonetarydamagesareinadequatecompensationforabreachof the nondisparagement provision in paragraph 7 of this Agreement.
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11.This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without regard to choice of law principles.In the event of a breach of any provision of this Agreement, either party may institute an action to be decided by a judge of competent jurisdiction specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach.Should any provision of this Agreement be declared illegal or unenforceablebyanycourtofcompetentjurisdictionandcannotbemodifiedtobeenforceable, excludingthegeneralreleaselanguage,suchprovisionshallimmediatelybecomenullandvoid, leaving the remainder of this Agreement in full force and effect.
12.Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating,testifying,orassistinginanyinvestigation,hearing,orotherproceedingbeforeany federal, state, or local government agency including the Equal Employment Opportunity Commission, or comparable state or local agencies, or the National Labor Relations Board. However, to the maximum extent permitted by law, Employee agrees that if such an administrativeclaimismade,Employeeshallnotbeentitledtorecoveranyindividualmonetary relief or other individual remedies.
13.Employeehastherightunderfederallawtocertainprotectionsforcooperatingwithorreporting legal violations to the Securities and Exchange Commission (the “SEC”) and/or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatoryorganizations.As such, nothing in this Agreement or otherwise prohibits or limits Employee from disclosing this Agreement to, or from cooperating with or reporting violations to or initiatingcommunicationswith,theSECoranyothersuchgovernmentalentityorself-regulatory organization, and Employee may do so without notifying Employer.Neither Employer nor any of its subsidiaries or affiliates may retaliate against Employee for any of these activities, and nothing in this Agreement or otherwise requires Employee to waive any monetary award or other payment that Employee might become entitled to from the SEC or any other comparable
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governmental entity or self-regulatory organization.Moreover, nothing in this Agreement or otherwiseprohibitsEmployeefromnotifyingEmployer thatEmployeeisgoingtomakea report ordisclosureto lawenforcement.Notwithstandinganythingtothe contrary inthis Agreement or otherwise, as provided for in the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local governmentofficial,eitherdirectlyorindirectly,ortoanattorney,and(ii)solelyforthepurpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.Without limiting the foregoing, if Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose the trade secret to his or her attorney and use the trade secret information in the court proceeding, if Employee (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order.
14.If anyclaimisnotsubjectto release,totheextentpermitted bylaw, Employee waivesanyright or ability to be a class or collective action representative or to otherwise participate in any putativeorcertifiedclass,collectiveormulti-partyactionorproceedingbasedonsuchaclaimin which the Employer or any other related entity identified in this Agreement is a party.
15.BysigningthisAgreement,Employeecertifiesandacknowledgesthat:
a.Employee has read the terms of this Agreement completely and understands its terms and effects, including the fact that Employee has agreed to RELEASE and FOREVER DISCHARGE Employer and the Released Parties from any legal action arising out of Employee’s employment relationship with Employer, the terms and conditions of that employment relationship, and the termination of that employment relationship.
b.EmployeehashadtheopportunitytoconsiderthetermsofthisAgreement.
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c.Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against the Employer.
d.Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Employee signs this Agreement.Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
e.Employee further affirms that Employee has no known workplace injuries or occupational diseases.
f.Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with statute and/or common law and Employee’s contractual obligationsassetforthhereinandinSection4(CovenantNottoDisclose)oftheMOE,which provision shall remain in full force and effect.This Agreement constitutes written notice of termination of employment pursuant to Section 3 of the MOE.
16.Employee further affirms that Employee has not been retaliated against for reporting any allegations of corporate fraud by Employer or its officers.
18.Employeefurtheragreesthat:
a.Employee has been advised to consult with an attorney prior to executing this Agreement and Employee has done so to the extent Employee chose to do so.
b.Employee understands and means everything that Employee said in this Agreement andEmployee agrees to all its terms, and
c.EmployeeisnotrelyingonEmployeroranyrepresentativeofEmployertoexplainthis Agreement to Employee.
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INWITNESSWHEREOF,andintendingtobelegallyboundhereby,thepartieshaveexecutedthe foregoing Agreement this 30th day of September, 2026.
EMPLOYEE
/s/ JEEWAT BIJLANI
DATE: 09/30/2026
EMPLOYER
/s/ KRISTIN ROKOSKY
QUAKER HOUGHTON DBA
QUAKER HOUGHTON
DATE: 09/30/2026
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