Exhibit 10.2
KOPPERS HOLDINGS INC.
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT
NON-EMPLOYEE DIRECTOR - TIME vesting
RECITALS
A. The Board has adopted the Plan for the purpose of retaining the services of selected employees, non-employee members of the Board (or the board of directors of any Affiliate) and consultants who provide services to the Corporation (or any Affiliate).
B. Participant is to render valuable services to the Company, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to Participant under the Plan.
C. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or the attached Appendix A.
NOW, THEREFORE, it is hereby agreed as follows:
AWARD SUMMARY
Award Date: | ________ |
Number of Shares Subject to Award: | ________ shares of Common Stock (the “Shares”). |
Vesting Schedule: | The Shares shall vest on the earlier to occur of (i) the date which is 365 days after the Award Date or (ii) the date of the next annual meeting of the Corporation’s shareholders immediately following the Award Date, provided that the Participant remains in continuous Service as a director of the Corporation during such period (the “Vesting Date”). However, some or all of the Shares may vest earlier in accordance with the special vesting provisions of Paragraph 5. |
Issuance Schedule: | The Shares in which Participant vests in accordance with the foregoing Vesting Schedule shall become issuable on the date specified in clause (i) or (ii) below as applicable: (i) If the Participant has not elected to defer receipt of such Shares pursuant to the terms of the Koppers Holdings Inc. Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”), the |
| Vesting Date (or upon the date of earlier vesting pursuant to a Change in Control or termination of Service, if so provided herein). The actual issuance of such Shares pursuant to this clause (i) shall be effected on the applicable Issue Date or as soon as administratively practicable thereafter, but in no event later than the close of the calendar year in which such Issue Date occurs or (if later) the fifteenth day of the third calendar month following such Issue Date. OR (ii) If the Participant has elected to defer receipt of such Shares pursuant to the terms of the Director Deferred Compensation Plan, the date(s) determined pursuant to such election and the terms of the Director Deferred Compensation Plan. Each date on which Shares are issued pursuant to this Agreement is referred to as an “Issue Date”. In no event, however, shall any fractional shares be issued under this Agreement, including by reason of Paragraph 4. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share. |
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.
KOPPERS HOLDINGS INC. [Name]
By: _____________________________ _________________________
General Counsel and Secretary Signature
[Residence Address]
[City, State, Zip Code]
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APPENDIX A
DEFINITIONS
When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). The following definitions shall be in effect under the Agreement:
(i) a person, partnership, joint venture, corporation or other entity, or two or more of any of the foregoing acting as a “person” within the meaning of Sections 13(d)(3) of the 1934 Act, other than the Corporation, a majority-owned subsidiary of the Corporation or an employee benefit plan of the Corporation or such subsidiary (or such plan’s related trust), become(s) the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act) of fifty percent (50%) or more of the then outstanding voting stock of the Corporation;
(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (together with any new Board member whose election by the Corporation’s Board or whose nomination for election by the Corporation’s stockholders, was approved by a vote of at least two-thirds of the Board members then still in office who either were Board members at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board members then in office;
(iii) all or substantially all of the business of the Corporation is disposed of pursuant to a merger, consolidation or other transaction in which the Corporation is not the surviving corporation or the Corporation combines with another company and is the surviving corporation (unless the Corporation’s stockholders immediately following such merger, consolidation, combination, or other transaction beneficially own, directly or indirectly, more than fifty percent (50%) of the aggregate voting stock or other ownership interests of (x) the entity or entities, if any, that succeed to the business of the Corporation or (y) the combined company);
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(iv) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the Act) of securities possessing more than twenty percent (20%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders which the Board does not recommend such stockholders to accept.
(i) If the Common Stock is at the time traded on the Nasdaq Global Market, then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the Nasdaq Global Market on the date in question, as such price is reported by the National Association of Securities Dealers for that particular Stock Exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any other Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
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