Exhibit 10.1 - Letter Agreement


    


                                                          
      Exhibit 10.1

    


    
      	
              Mr.
                Robert Cizik

              8839
                Harness Creek Lane

              Houston,
                TX 77024

            


    

    


    Subject:
      Compensation & Consulting Services

    


    Dear
      Bob:

    


    As
      you
      know, on October 15, 1999, you entered into a consulting agreement (the
“Consulting Agreement”) with Koppers Inc., a copy of which is attached hereto as
Exhibit
      A,
      whereby
      you agreed to provide certain services to Koppers Inc. (as more specifically
      described in the Consulting Agreement) and Koppers Inc. agreed to pay you
      certain compensation for such services. 

     

    In
      addition to the compensation set forth in the Consulting Contract, you have
      been
      receiving an annual retainer in the amount of $40,000 for your services as
      a
      Director of Koppers Holdings Inc. (“Koppers Holdings”) and an annual retainer of
      $5,000 as the Chairman of Koppers Holdings’ Nominating and Corporate Governance
      Committee.

     

    The
      Board
      of Directors of Koppers Inc. at a meeting held on December 7, 2005 approved
      the
      termination of the Consulting Agreement. A copy of the resolutions approved
      by
      the Koppers Inc. Board of Directors with respect to the termination of the
      Consulting Agreement is attached hereto as Exhibit
      B.
      

     

    The
      Board
      of Directors of Koppers Holdings at a meeting held on December 7, 2005 approved
      an additional retainer which is payable to the Non-Executive Chairman of Koppers
      Holdings. A copy of the resolutions approved by the Koppers Holdings Board
      of
      Directors with respect to the retainer for the Non-Executive Chairman is
      attached hereto as Exhibit
      C.
      

     

    As
      you
      will recall, you were not privy to the discussions concerning the matters set
      forth in Exhibits B and C and you did not participate in the vote to approve
      such resolutions. The
      effectiveness of the resolutions set forth in Exhibits B and C was not
      conditioned on the consummation of an initial public offering of the stock
      of
      Koppers Holdings.

     

    As
      a
      result of the approval of such resolutions, I am able to confirm the
      following:

     

    Consulting
      Agreement

     

    
      	1.  	
              This
                letter agreement shall constitute the “Termination Agreement” as defined
                in Exhibit B;

            


    

     

    
      	2.  	
              Koppers
                Inc. and you hereby agree that the Consulting Agreement will terminate
                effective January 1, 2006;

            


    

     

    
      	3.  	
              On
                December 31, 2005, the sum of $600,000 will be wired to an account
                designated by you; 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	4.  	
              You
                agree to remain
                as a Director of Koppers Holdings and Koppers Inc. for a period of
                at
                least two years from the date that you execute this letter agreement;
                provided, however, that such service as a
                Director shall be subject to the pleasure of the Board of Directors
                and/or
                the stockholders of Koppers Holdings and Koppers Inc., respectively;
                and

            


    

     

     

    
      	5.  	
              Nothing
                contained in this letter agreement shall affect the
                terms and conditions of any other agreements, arrangements or promissory
                notes between Koppers Inc and you or between Koppers Holdings and
                you.
                Without limiting the generality of the foregoing, the promissory
                note in
                the amount of $600,000 from you to Koppers Inc (f/k/a Koppers Industries
                Inc.), a copy of which is attached hereto as Exhibit
                D,
                shall remain outstanding and shall remain payable in accordance with
                its
                terms and conditions notwithstanding the execution of this letter
                agreement.

            


    

     

    Compensation
      of Non-Executive Chairman

     

    
      	1.  	
              Effective
                January 1, 2006, as the Non-Executive Chairman of Koppers Holdings,
                you
                shall receive an annual retainer in the amount of $30,000. This amount
                shall be in addition to any amounts which you may currently receive
                as a
                Director of Koppers Holdings or as Chairman of the Nominating and
                Corporate Governance Committee of Koppers Holdings.
                

            


    

     

    
      	2.  	
              No
                amounts shall be payable to you for your service as a Director or
                Non-Executive Chairman of Koppers Inc.


            


    

     

    Please
      signify your agreement with the above by signing a copy of this letter in the
      space provided below and returning it to the attention of the
      undersigned.

     

    KOPPERS
      INC.                                                                                         
KOPPERS
      HOLDINGS INC.

    


    


    


    By:
      _________________________                                                   
By:
      _________________________

                   
      Steven R.
      Lacy                                                                                             
Steven
      R.
      Lacy

    


    


    Title: 
      SVP,
      Administration                                                                      
Title:  
      SVP, Administration 

    



    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    


    


    


    


    ACCEPTED
      AND AGREED TO:

    


    


    This
      ____
      day of December, 2005

    


    


    


    _____________________________

    Robert
      Cizik

    


    


    cc: W.
      W.
      Turner


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    

      


      
        	
                Koppers 

              	
                Koppers
                  Industries, Inc.

              
	
                Industries

              	
                436
                  Seventh Avenue

              
	 	
                Pittsburgh,
                  PA 15219-1800

              


      

      
         

        
          

        

      

      
        	
                Walter
                  W. Turner

              	
                Telephone:
                  (412) 227-2288

              
	
                President
                  and Chief Executive Officer

              	
                Fax
                  (412) 227-2518

              
	 	
                walter_turner@koppers.com

                 

              


      

      


       

    

    October
      15, 1999

     

    Robert
      Cizik

    Cizik
      Interests

    600
      Travis, Suite 3628

    Houston,
      Texas 77002

     

    Dear
      Bob:

     

    This
      letter agreement (the “Agreement”) outlines the terms relating to your
      involvement with Koppers Industries, Inc. (“Koppers” or the
“Company”).

     

    

      

        
          	
                  Title:

                   

                	
                  Member
                    of the Board of Directors & Senior Advisor (January 1, 1999 to
                    June 30, 1999)

                   

                
	
                  Scope
                    of

                	 
	
                  Retention:

                   

                	
                  The
                    Company hereby retains you to perform the following services:

                   

                
	 	
                  (a)
                    advise the Company’s Board of Directors and its management with respect
                    to, and to provide leadership and oversight in connection with,
                    the
                    establishment and execution of strategic and tactical business
                    plans,
                    operating and management policies, and acquisition strategies
                    and
                    opportunities to help position the Company for the future.

                   

                
	 	
                  (b)
                    provide any other advice, service and consultations as you and
                    the Company
                    may mutually agree upon from time to time, subject to your reasonable
                    and
                    convenient availability.

                   

                
	
                  Compensation:

                   

                	
                  (a)
                    Monthly compensation at the rate of $12,500 per month beginning
                    January 1, 1999 and lasting for the period you continue to serve as
                    Chairman of the Board of Directors.

                   

                
	 	
                  (b)
                    Applicable director fee per annum.

                   

                
	 	
                  (c)
                    35,294 shares purchased at $17.00 per share, under a 5-year vesting
                    schedule, financed by a 10-year note.

                   

                
	 	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Term:

                   

                	
                  This
                    Agreement shall be effective as of January 1, 1999 and shall continue
                    for the period in which you continue to serve as Non-Executive
                    Chairman of
                    the Board of Directors of the Company.

                   

                
	
                  Investment:

                   

                	
                  You
                    will have the option to make an initial investment of $340,000
                    to purchase
                    20,000 shares of Koppers’ common stock at $17.00 per share.

                   

                
	
                  Expense
                    

                	 
	
                  Reimbursement:

                   

                	
                  Reimbursement
                    of all reasonable out-of-pocket expenses including (a) reimbursement
                    of
                    first class travel expenses and (b) reimbursement of overnight
                    stays in
                    New York City at the applicable rate for a suite at the Carlisle
                    Hotel in
                    Manhattan (currently $550 per night).

                   

                
	
                  Termination:

                   

                	
                  In
                    the event that you are no longer Non-Executive Chairman of the
                    Board of
                    Directors, you will be entitled to a $75,000 lump sum payment
                    for
                    consulting services provided to the Company for a six-month period.
                    At the
                    end of said six-month period, your employment with the Company
                    shall
                    terminate and no other compensation shall be due or payable.
                    All shares
                    owned by you will be repurchased as provided in the Shareholders
                    Agreement
                    dated December 1, 1997.

                   

                
	
                  Confidentiality:

                   

                	
                  You
                    agree to maintain all information related to the Company in confidence
                    and
                    not to divulge any confidential information to any third party
                    without the
                    prior consent of the Company.

                   

                
	
                  Indemnification:

                   

                	
                  The
                    Company will indemnify you for any actions taken by you in the
                    performance
                    of your duties so long as gross negligence was not involved.

                   

                


        

        
 

      

    

    Should
      the above meet with your approved please be kind enough to sign and return
      a
      copy of this letter to me.

     

    Sincerely,

    Walter
      W.
      Turner

    Chief
      Executive Officer

    Accepted
      & Agreed to:

    Robert
      Cizik

    



    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

     

    Resolutions
      of the Board of Directors of Koppers Inc.

    Approving
      Termination of Consulting Agreement

    December
      7, 2005

     

    WHEREAS,
      the
      Company and Robert Cizik are parties to a letter agreement dated October 15,
      1999 relating to Mr. Cizik’s involvement with the Company (the “Consulting
      Agreement”); and

     

    WHEREAS,
      on
      November 10, 2005, the Board of Directors of the Company passed resolutions
      with
      respect to the termination of the Consulting Contract (the “November 10
      Resolutions”); and

     

    WHEREAS,
      the
      Board of Directors desires to revoke the November 10 Resolutions;
      and

     

    WHEREAS
      the
      Board of Directors desires to approve certain additional provisions with respect
      to the termination of the Consulting Contract;

     

    NOW,
      THEREFORE, BE IT:

     

    RESOLVED,
      that
      the November 10 Resolutions be, and they hereby are, revoked in their entirety;
      and

     

    FURTHER
      RESOLVED,
      that
      the Company be, and it hereby is, authorized and empowered to enter into and
      any
      officer or officers of the Company be, and each individually hereby is,
      authorized and empowered to execute, in the name and on behalf of the Company,
      and to deliver to Robert Cizik, when so executed, an agreement terminating
      the
      Consulting Agreement (the “Termination Agreement”) in such form as the officer
      or officers executing it shall approve as necessary or desirable, such approval
      to be conclusively established by their execution thereof, and to perform,
      in
      the name and on behalf of the Company, all of the Company’s agreements and
      obligations under the Termination Agreement; and

     

    FURTHER
      RESOLVED,
      that in
      consideration of Mr. Cizik’s execution of the Termination Agreement, the Company
      be, and it hereby is, authorized to pay to Mr. Cizik the sum of $600,000,
      provided that Mr. Cizik shall agree to remain as Director of the Company for
      a
      period of at least two years (subject to the pleasure of the Board of Directors
      and/or the stockholders of the Company); and

     

    FURTHER
      RESOLVED,
      that
      any person dealing with any officer or officers of the Company in connection
      with any of the foregoing matters shall be conclusively entitled to rely upon
      the authority of such officer and by his or her execution of any document,
      agreement or 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    instrument,
      the same shall be a valid and binding obligation of the Company enforceable
      in
      accordance with its terms.

     

    



    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

     

     

    Resolution
      of the
      Board of Directors of Koppers Holdings Inc.

    Approving
      Compensation of Non-Executive Chairman

    December
      7, 2005

     

    Whereas,
      on
      November 10, 2005, the Board of Directors of the Company passed a
      resolution with respect to the compensation of the Company’s Non-Executive
      Chairman (the “November 10 Resolution”); and

     

    Whereas,
      the
      Board of Directors desires to revoke the November 10 Resolution;
      and

     

    Whereas,
      the
      Board of Directors desires to approve certain changes to the compensation of
      the
      Non-Executive Chairman.

     

    NOW,
      THEREFORE, BE IT:

     

    RESOLVED,
      that
      the November 10 Resolution be, and it hereby is, revoked in its entirety;
      and

     

    FURTHER
      RESOLVED,
      that
      effective January 1, 2006, the Company’s Non-Executive Chairman be paid an
      annual retainer in the amount of $30,000 in addition to any other retainers
      to
      which the Non-Executive Chairman shall be entitled as either a Director of
      the
      Company or as Chairman of the Company’s Nominating and Corporate Governance
      Committee.

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

     

    PROMISSORY
      NOTE

    


    $600,000                                                                                                                                                                                               
      October
      15, 1999

    


    FOR
      VALUE
      RECEIVED, the undersigned, ROBERT CIZIK (“Borrower”), HEREBY PROMISES TO PAY to
      the order of KOPPERS INDUSTRIES, INC., a Pennsylvania corporation (“Lender”),
      the principal sum of SIX HUNDRED THOUSAND DOLLARS ($600,000) (the “Principal
      Amount”) upon the terms and conditions contained herein:

     

    1.
      Maturity
      Date.
      The
      entire unpaid Principal Amount (together with any accrued but unpaid interest
      thereon) under this Note shall be due and payable upon the first to occur of
      (a)
      August      , 2009 or (b) the date that Borrower
      sells, transfers or otherwise disposes of the beneficial ownership of the shares
      of common stock of the Lender (the “Shares”) purchased with the proceeds of this
      note (the “Maturity Date”).

     

    2.
      Interest
      Rate.
      No
      interest will accrue on the unpaid Principal Amount of this Note from the date
      upon which the Borrower receives such Principal Amount until such Principal
      Amount is paid in full, provided
      that the
      Borrower remains as the Non-Executive Chairman of the Lender. In the event
      that
      Borrower relinquishes the role of Non-Executive Chairman of the Lender,
      Borrower, in his discretion, may elect to repay this Note in either of the
      following manners:

     

    (a)
      Borrower may repay the outstanding Principal Amount in its entirety at that
      time; or

     

    (b)
      Borrower may repay the outstanding Principal Amount on or before the Maturity
      Date with interest beginning to accrue on the date Borrower relinquishes the
      role of Non-Executive Chairman of Lender, at the applicable federal rate
      published in accordance with Section 1274 of the Internal Revenue Code of 1986,
      as amended.

     

    3.
      Limited
      Recourse.
      Borrower shall be personally liable for payment of thirty percent (30%) of
      the
      Principal Amount and any interest thereon (the “Recourse Amount”). Borrower
      shall not be personally liable for payment of the remaining seventy percent
      (70%) of the Principal Amount (the “Nonrecourse Amount”). In the event of a
      failure by Borrower to pay any portion of the Nonrecourse Amount, Lender will
      look solely to the Shares given to secure payment of this Note. The foregoing
      limitation of liability shall not impair or otherwise affect the validity or
      enforceability of (a) the debt evidenced by the Note or (b) Lender’s liens,
      security interests, rights and remedies with respect to the Shares.

     

    4.
      Manner
      and Place of Payments.
      All
      amounts due and payable by the Borrower to the Lender under this Note shall
      be
      paid in lawful money of the United States of America at 436 Seventh Avenue,
      Pittsburgh, Pennsylvania, 15222, or at such other place as the Lender may from
      time to time designate in writing.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    5.
      Prepayment.
      The
      Borrower may, at any time prior to the Maturity Date, prepay all or any part
      of
      the Principal Amount without penalty.

     

    6.
      Waivers.
      The
      Borrower and all parties becoming a party to this Note, or any endorser or
      guarantor of this Note, expressly waive demand, presentment for payment,
      protest, and notice of dishonor.

     

    7.
      Successors
      and Assigns; Amendment.
      The
      provisions of this Note shall bind Borrower and his successors and assigns
      and
      inure to the benefit of Lender and its successors and assigns. This Note may
      not
      be changed, amended, modified or discharged orally, but only by an instrument
      signed by Borrower and Lender.

     

    8.
      Notices.
      All
      notices required or permitted by this Note shall be in writing and shall be
      deemed to have been duly given when delivered against receipt, or deposited
      in
      the United States mails, registered mail, postage prepaid, return receipt
      requested, addressed to the Borrower at his address as it appears on the records
      of the Lender and addressed to the Lender at its principal place of business.
      Either party may change the address to which notices are to be sent by giving
      notice of such change of address in conformity with the foregoing
      provision.

     

    9.
      Rights
      and Remedies: Non-Waiver.
      Each
      right, power and remedy of the Lender under this Note or under applicable law
      shall be cumulative and concurrent and the exercise of any one or more of them
      shall not preclude the simultaneous or later exercise by the Lender of any
      or
      all such other rights, powers or remedies. No failure or delay by the Lender
      to
      insist upon the strict performance of any one or more provisions of this Note,
      or to exercise any right, power or remedy consequent upon a breach of or default
      under this Note shall constitute a waiver of performance or preclude the Lender
      from exercising any such right, power or remedy.

     

    10.
      Governing
      Law.
      This
      Note shall be governed, construed and enforced in strict accordance with the
      laws of the Commonwealth of Pennsylvania without regard to any conflicts of
      laws
      principles which would cause the substantive law of another jurisdiction to
      apply. Borrower hereby consents to the jurisdiction of the courts of the
      Commonwealth of Pennsylvania and agrees that venue shall be proper in any county
      within the Commonwealth of Pennsylvania.

     

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the day
      and
      year first written above.

     

    

      
        	
                WITNESS:

              	
                BORROWER:

                 

                ______________________________________

                ROBERT
                  CIZIK

              


      

      
 

       

       

       

      -2-