2009 Management Incentive Plan



 Exhibit 10.43 
 

 
 2009 – Management Incentive Plan (also called “KVA Plan”) 
 Eligibility: 
 To be eligible for participation in the
Koppers Inc. Management Incentive Plan, an employee must meet the following criteria: 
  

	 	•	 	 The employee must have a salary grade of at least 25 or higher. 


  

	 	 •
	 	 Employees hired on or before June 30th – eligibility for a pro-rata award in the current plan year will be subject to the discretion of the Chief Executive Officer of Koppers Inc. (the CEO”). 


  

	 	 •
	 	 Employees hired after June 30th – no eligibility for a pro-rata award in the current plan year, but eligible for consideration in the following year’s Plan. 


  

	 	•	 	 Notwithstanding the above, participation in the Plan is at the discretion of the CEO. 


 Purpose: 
 The purpose of the Koppers Inc. Management
Incentive Plan is threefold: 
  

	 	•	 	 To attract, motivate and retain key members of our management team. 


  

	 	•	 	 To stimulate these employees to use their innate creativity and entrepreneurial thinking in carrying out the responsibilities of their present assignments.



  

	 	•	 	 To enhance the business growth and profitability of Koppers Inc. and its subsidiaries (the “Company”) by providing those charged with leadership roles
with an opportunity for additional compensation based upon their contributions to the achievement of the business goals of the Company. 


 Incentive Plan Goals: 
  

	 	•	 	 To align our management team’s goals with those of our shareholders. 


  

	 	•	 	 To foster a spirit of teamwork and mutual supportiveness among key management members by emphasizing the importance of division performance and individual
contributions made to the Company as a whole. 


  

	 	•	 	 To reinforce the principle of continual improvement and tie management compensation to continual improvement of company profitability and the creation of
shareholder value. 


  

	 	•	 	 To encourage a sustained high level of personal performance among all Plan participants and to provide additional motivation for them to remain with the Company on
a long-term basis as key members of our management team. 


  

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 Incentive Plan Threshold Events: 
  

	 	•	 	 Any payments under this incentive plan will be subject to the Company’s compliance with its debt covenants, including interest obligations and scheduled
repayment of debt. 


  

	 	•	 	 The participant’s job performance during the period in question must meet acceptable standards and be in accordance with Company policy before the participant
shall receive any award under this incentive plan. 


  

	 	•	 	 Notwithstanding anything in this incentive plan to the contrary, the decision to make any payments under this incentive plan and the amount of such payments will be
subject to the discretion of the Chief Executive Officer (the “CEO”), Management Development & Compensation Committee (the “Committee”) and/or Board of Directors (the “Board”) of the Company.



  

	 	•	 	 Unless otherwise approved by the Committee or the Board, gains and losses arising from non-recurring and non-operating transactions (such as, but not limited to,
restructuring charges/reversals, impact of lawsuit outcomes, unbudgeted sales/divestitures and changes in accounting rules) will be excluded from calculations of Value Creation under this Plan. 


 Incentive Pool Funding: 
 Value Creation Goals
– For each business unit (including corporate totals), a value creation threshold, target and maximum will be established. Achievement of the threshold performance will result in the threshold payout being contributed to the incentive pool
(awards for performance between the threshold and the target are determined by interpolation). Achievement of the target performance will result in the target payout being contributed to the incentive pool. Achievement of the maximum performance
will result the maximum payout being contributed to the incentive pool (awards for performance between target and maximum are determined by interpolation). 
 A matrix will be distributed to participants in the incentive plan at the beginning of each plan year, which matrix will list the applicable threshold, target and maximum performance and payout amounts. 
 Value Creation is calculated as EBIT minus (a capital charge of 15% times the amount of capital committed to the respective unit or corporation), subject
to any adjustments approved by the Committee or the Board. 
 Payout Procedure: 
 Any incentive payments will be paid in cash within 2.5 months after the close of the program year after all of the following: 
  

	 	•	 	 The Division General Manager and CEO have had sufficient opportunity to review the performance of the participant during the Plan year.



  

	 	•	 	 The CEO has recommended allocations from the incentive pool to incentive plan participants. 


  

	 	•	 	 The Management Development and Compensation Committee of the Board of Directors of the Company has received, reviewed and approved the audited incentive payment
proposals. 


  

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 Administrative Notes: 
  

	 	•	 	 If a Plan participant voluntarily terminates his/her employment during the course of the year or if the Participant is terminated for cause before the payment
occurs, no payment shall be made under the terms of this plan. 


  

	 	•	 	 If a Plan participant voluntarily terminates his/her employment after the program year but before the payment occurs, payment of the participant’s incentive
award will be subject to the sole discretion of the CEO (as approved by the Committee and the Board). 


  

	 	•	 	 If a Plan participant terminates his/her employment involuntarily during the course of the year, payment of a pro-rata share of the incentive award to which he/she
would otherwise have been entitled at year-end will be subject to the sole discretion of the CEO (as approved by the Committee and the Board). 


  

	 	•	 	 If a Plan participant retires during the course of the year, payment of a pro-rata share of the incentive award to which he/she would otherwise have been entitled
at year-end will be subject to the discretion of the CEO (as approved by the Committee and the Board). 


  

	 	•	 	 If a Plan participant dies during the course of the year, a pro-rata share of the incentive award to which he/she would otherwise have been entitled at year-end
will be paid to the Plan participant’s named beneficiary early in the following year. 


  

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