Restricted Stock Unit Issuance Agreement - Performance Vesting


 Exhibit 10.63 

KOPPERS HOLDINGS INC. 

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT- PERFORMANCE VESTING 

RECITALS 
 A. The Board has
adopted the Plan for the purpose of retaining the services of selected Employees, non-employee directors of the Board (or the board of directors of any Parent or Subsidiary) and consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary). 
 B. Participant is to render valuable services to the Corporation (or a Parent or
Subsidiary), 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 the attached Appendix A. 

NOW, THEREFORE, it is hereby agreed as follows: 

1. Grant of Restricted Stock Units. The Corporation hereby awards to Participant, as of the Award Date, Restricted Stock Units
under the Plan. Except as otherwise provided in this Agreement, the Restricted Stock Units shall vest on February 22, 2013, provided (i) the Participant continues in Service until February 22, 2013 and (ii) the pre-established
performance objective tied to the Corporation’s Cumulative Koppers Value Added (as defined in Schedule I attached hereto) measured over a specified period is attained. Each Restricted Stock Unit which so vests shall entitle Participant to
receive one share of Common Stock on the specified issue date. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable performance target for the vesting of those shares, the alternative and special vesting
provisions which may become applicable to such shares, the date on which the vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this
Agreement. 
 AWARD SUMMARY 
  

			
	Award Date:	  	February 22, 2010
		
	Target Number of Shares Subject to Award:	  	______________ shares of Common Stock (the “Shares”); provided, however, that the actual number of Restricted Stock Units shall be determined in
accordance with the provisions of Schedule I attached hereto.








			
	Vesting Schedule:	  	The Shares shall vest on February 22, 2013, provided (i) the Participant continues in Service until February 22, 2013 and (ii) the Performance Objective set forth in
the attached Schedule I is attained over the Measurement Period. However, the Shares may also vest in accordance with the special vesting provisions of Paragraph 5 of this Agreement.
		
	Issuance Schedule:	  	The Shares in which Participant vests in accordance with the foregoing Vesting Schedule shall become issuable on February 22, 2013 (or upon the date of an earlier Change in
Control, or six months after the date of an earlier involuntary termination other than for Misconduct following a Change in Control, if so provided herein) (the “Issue Date”). The actual issuance of the Shares shall be subject to the
Corporation’s collection of all applicable Withholding Taxes and 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 (15th) day of the third (3rd) calendar month following such Issue Date. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 7 of this Agreement.


 2. Limited Transferability. Prior to the actual issuance of the Shares which vest hereunder, Participant
may not transfer any interest in the Award or the underlying Shares; provided, however, any Shares which vest hereunder but which otherwise remain unissued at the time of Participant’s death may be transferred pursuant to the
provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may make a beneficiary designation for this Award at any time by filing the appropriate form
with the Plan Administrator or its designee. 
 3. Cessation of Service. Except as otherwise provided in Paragraph 5
below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the number of Restricted Stock Units will be
reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. 

4. Stockholder Rights and Dividend Equivalents 

(a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to
the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. 

(b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on
the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be
credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend

  

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equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted
Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be
subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. 
 (c)
Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and
outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number
of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As
of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units
determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the
outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the
applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. 

5. Special Vesting/Change in Control. 

(a) Should Participant’s Service terminate by reason of his or her Retirement, death or Permanent Disability prior to
February 22, 2013, then on February 22, 2013, Participant shall vest in a number of Shares equal to the number of Shares (if any) in which Participant would have been vested at February 22, 2013 had Participant continued in the
Corporation’s Service through February 22, 2013 multiplied by a fraction, the numerator of which is the number of full months of Service Participant completed between the Award Date and the termination of Participant’s Service,
the denominator of which is thirty-six (36). In the event of the termination of Participant’s Service due to Participant’s Retirement, such vesting shall be conditioned upon Participant’s compliance with the conditions of
Section 9 through February 22, 2013. 
 (b) Any Restricted Stock Units subject to this Award at the
time of a Change in Control may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity which preserves the Fair Market Value of the unvested shares
of Common Stock subject to the Award at the time of the Change in Control and provides for subsequent payout of that value in accordance with the same (or more favorable) vesting schedule in effect for the Award at the time of such Change in
Control. In the event of such assumption or continuation of the Award or such replacement of the Award with a cash retention program, no accelerated vesting of the Restricted Stock Units shall occur at the time of the Change in Control. However, the
vesting provisions in effect for the Award following the Change in Control shall no longer be tied to the attainment of the Performance Objective set forth in Schedule I and shall instead be converted

  

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into the following Service-vesting schedule: The Award (whether in its assumed or continued form or as converted into a cash retention program) shall vest in full upon Participant’s
continuation in Service through February 22, 2013. Following the completion of such Service vesting period, the securities, cash or other property underlying the vested Award shall be issued on the applicable Issue Date. The Award may also vest
in accordance with the special vesting provisions of Paragraphs 5(a) and (e) of this Agreement. 
 (c) In
the event the Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into
which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time. However, in the event that the
Change in Control occurs within the first twelve (12) months of the Measurement Period, the Award shall remain outstanding and eligible for vesting under the terms of this Agreement with respect only to the number of Shares that would have been
earned pursuant to the performance objective identified in Schedule A if the Corporation’s performance at the end of such Measurement Period was at the Target level. In the event that the Change in Control occurs on or after the first day of
the thirteenth (13th) month of the Measurement Period and prior to the end of the Measurement Period, the Award shall remain outstanding and eligible for vesting under the terms of this Agreement only with respect to the number of Shares that
would have been earned pursuant to the performance objective identified in Schedule A based on the Corporation’s actual performance through the effective date of the Change in Control. To the extent the actual holders of the outstanding Common
Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or parent entity) may, in connection with the assumption or continuation of the Restricted Stock Units subject to the Award
at that time, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided such common stock is readily tradable on
an established U.S. securities exchange or market. 
 (d) If the Restricted Stock Units subject to this Award at
the time of the Change in Control are not assumed or otherwise continued in effect or replaced with a cash retention program in accordance with Paragraph 5(b), then (i) if the Change in Control occurs before December 31, 2011, a number of
units equal to the Target Number of Shares subject to the Award (less any Shares in which Participant is at the time vested) will vest immediately prior to the closing of the Change in Control and (ii) if the Change in Control occurs on or
after December 31, 2011, a number of units equal to the number of Shares that have been earned pursuant to the performance objective identified in Schedule A based on the Corporation’s actual performance through December 31, 2011 will
vest immediately prior to the closing of the Change in Control. The Shares that vest under this subparagraph (d) will be issued on the Issue Date triggered by the Change in Control (or otherwise converted into the right to receive the same
consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control and distributed at the same time as such stockholder payments), subject to the Corporation’s collection of
the applicable Withholding Taxes pursuant to the provisions of Paragraph 7. For purposes of this Section 5(d), the Issue Date shall be the effective date of the Change in Control so long as it qualifies as a “change in the ownership or
effective control” of the Corporation within the meaning of Section 409A(a)(2)(A)(v) of the Code and regulations thereunder. If it does not so qualify, the Issue Date shall be February 22, 2013. 

 

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 (e) Upon an involuntary termination of Participant’s Service for
reasons other than Misconduct within twenty-four (24) months following a Change in Control transaction and prior to February 22, 2013 which does not otherwise result in the accelerated vesting of the Restricted Stock Units pursuant to the
provisions of subparagraph (d) of this Paragraph 5, (i) if such termination occurs before December 31, 2011, a number of units equal to the Target Number of Shares subject to the Award (less any Shares in which Participant is at the
time vested) will vest on the date of termination and (ii) if such termination occurs on or after December 31, 2011, a number of units equal to the number of Shares that have been earned pursuant to the performance objective identified in
Schedule A based on the Corporation’s actual performance through December 31, 2011 shall vest on such date of termination. Any unvested cash account maintained on Participant’s behalf pursuant to the cash retention program established
in accordance with subparagraph (b) of this Paragraph 5 shall also vest at the time of such involuntary termination. The Issue Date for such vested Shares or cash shall be six months after the date of termination (or, if earlier,
February 22, 2013), so long as the Change in Control qualifies as a “change in the ownership or effective control” of the Corporation within the meaning of Section 409A(a)(2)(A)(v) of the Code and regulations thereunder. If it
does not so qualify, the Issue Date shall be February 22, 2013. 
 (f) This Agreement shall not in any way
affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

6. Adjustment in Shares. In the event of any of the following transactions affecting the outstanding shares of Common Stock as a
class without the Corporation’s receipt of consideration: any stock split, stock dividend, spin-off transaction, extraordinary distribution (whether in cash, securities or other property), recapitalization, combination of shares, exchange of
shares or other similar transaction affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration or in the event of a substantial reduction to the value of the outstanding shares of Common Stock by reason
of a spin-off transaction or extraordinary distribution, then equitable adjustments shall be made to the total number and/or class of securities issuable pursuant to this Award in such manner as the Plan Administrator deems appropriate in order to
reflect such change and thereby prevent the dilution or enlargement of benefits hereunder. In determining such adjustments, the Plan Administrator shall take into account any amounts credited to Participant pursuant to the dividend equivalent right
provisions of Paragraph 4 in connection with such transaction, and the determination of the Plan Administrator shall be final, binding and conclusive. 

7. Collection of Withholding Taxes. 

(a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of Participant a certificate (which may be
in electronic form) for the applicable number of underlying shares of Common Stock, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. 

 

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 (b) Until such time as the Corporation provides Participant with written or
electronic notice to the contrary, the Corporation shall collect Withholding Taxes required to be withheld with respect to the vesting or issuance of the vested Shares hereunder (including shares attributable to the dividend equivalent rights
provided under Paragraph 4) through an automatic share withholding procedure pursuant to which the Corporation will withhold, at the time of such vesting or issuance, a portion of the Shares with a Fair Market Value (measured as of the vesting or
issuance date, as applicable) equal to the amount of those taxes (including taxes resulting from such withholding) (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld
shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes that are applicable to supplemental taxable income.
Participant shall be notified in writing or electronically in the event such Share Withholding Method is no longer available. 

(c) Should any Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) be
distributed at a time when the Share Withholding Method is not available, then the Withholding Taxes required to be withheld with respect to those Shares shall be collected from Participant through either of the following alternatives: 

 

	 	•	 	 Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or 



 

	 	•	 	 the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the
Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not
otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002. 



(d) Notwithstanding the provisions of subparagraphs (a) and (b) of this Paragraph 7, the employee portion of the
federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares (the “Employment Taxes”) shall in all events be collected from Participant no later than the last business
day of the calendar year in which the Shares vest hereunder. Accordingly, to the extent the Issue Date for one or more vested Shares (including shares attributable to the dividend equivalent rights provided under Paragraph 4) is to occur in a year
subsequent to the calendar year in which those Shares vest, Participant shall, on or before the last business day of the calendar year in which the Shares vest, deliver to the Corporation a check payable to its order in the dollar amount equal to
the Employment Taxes required to be withheld with respect to those Shares. 
 (e) Except as otherwise provided in
Paragraph 5 and Paragraph 4, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. 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. 

8. Compliance with Laws and Regulations. The issuance of shares of Common Stock pursuant to the Award shall be subject to
compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Stock may be listed for trading at the time of such issuance.

  

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 9. Additional Conditions. 

(a) The Corporation may cancel this Award, and Participant shall cease to have any further right to the underlying shares
at any time Participant is not in compliance with this Agreement, the Plan and the following conditions: 
 (i)
Participant shall not render services for any organization or engage, directly or indirectly, in any business which, in the judgment of the Plan Administrator or, if delegated by the Plan Administrator to the Chief Executive Officer, in the judgment
of such officer, is or becomes competitive with the Corporation or any Affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of the Corporation or any Affiliate. Such judgment shall be based on
Participant’s positions and responsibilities while employed by the Corporation or an Affiliate, Participant’s post-Service responsibilities and position with the other organization or business, the extent of past, current and potential
competition or conflict between the Corporation or an Affiliate and the other organization or business, the effect on customers, suppliers and competitors of Participant’s assuming the post-Service position and such other considerations as are
deemed relevant given the applicable facts and circumstances. Participant shall be free, however, to purchase as an investment or otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized
securities exchange or traded over the counter, and such investment does not represent a substantial investment to Participant or a greater than one percent (1%) equity interest in the organization or business. 

(ii) Participant shall not, without prior written authorization from the Corporation, disclose to anyone outside the
Corporation, or use in other than the Corporation’s business, any secret or confidential information, knowledge or data, relating to the business of the Corporation or an Affiliate in violation of his or her agreement with the Corporation or
the Affiliate. 
 (iii) Participant shall disclose promptly and assign to the Corporation or the Affiliate all
right, title and interest in any invention or idea, patentable or not, made or conceived by Participant during employment by the Corporation or the Affiliate, relating in any manner to the actual or anticipated business, research or development work
of the Corporation or the Affiliate and shall do anything reasonably necessary to enable the Corporation or the Affiliate to secure a patent where appropriate in the United States and in foreign countries. 

(iv) Participant shall not in any way, directly or indirectly (a) induce or attempt to induce any employee of the
Corporation to quit employment with the Corporation; (b) otherwise interfere with or disrupt the Corporation’s relationship with its employees; (c) solicit, entice, or hire away any employee of the Corporation; or (d) hire or
engage any employee of the Corporation or any former employee of the Company whose employment with the Corporation ceased less than one (1) year before the date of such hiring or engagement. 

 

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 (v) Participant will not divert or attempt to divert from the Corporation
any business the Corporation had enjoyed or solicited from its customers during the two (2) years prior to the diversion or attempted diversion of such business. 

(vi) Participant shall not make any disparaging statements about the Corporation to any of the Corporation’s past,
present, or future customers, employees, clients, contractors, vendors, or to the media or to any other person either orally or by any other medium of communication, including internet communication. As used herein, the term “disparaging
statement” means any communication, oral or written, which would cause or tend to cause humiliation or embarrassment or to cause a recipient of such communication to question the business condition, integrity, product, service, quality,
confidence, or good character of the Corporation. 
 (b) Notwithstanding any other provision of the Plan or this
Agreement, the Plan Administrator in its sole discretion may cancel this Award at any time prior to the issuance of the Shares, if the employment of Participant shall be terminated, other than by reason of death, unless the conditions in this
Section 9 are met. 
 (c) Failure to comply with the conditions of this Section 9 prior to, or during
the six months after, any payment or delivery pursuant to this Award shall cause the issuance of the Shares to be rescinded. The Corporation shall notify Participant in writing of any such rescission within two (2) years after such delivery of
the Shares and within ten (10) days after receiving such notice, Participant shall either return the delivered Shares to the Corporation or pay to the Corporation the amount of the proceeds recognized upon any sale or other disposition of those
Shares. 
 (d) Upon delivery of the Shares pursuant to this Award, the Plan Administrator may require Participant
to certify on a form acceptable to the Plan Administrator, that Participant is in compliance with the terms and conditions of the Plan and this Agreement. 

10. Notices. Any notice required to be given or delivered to the Secretary of the Corporation under the terms of this Agreement
shall be in writing and addressed to the Corporation at its principal corporate office at 436 Seventh Avenue, Pittsburgh, PA 15219. Except to the extent electronic notice is expressly authorized hereunder, any notice required to be given or
delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this Agreement. All notices shall be deemed effective upon personal delivery (or electronic delivery to the
extent authorized hereunder) or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

11. Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award
designated by Participant. 
 12. Construction. This Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on
all persons having an interest in the Award. 
  

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 13. Governing Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the Commonwealth of Pennsylvania without resort to Pennsylvania’s conflict-of-laws rules. 

14. Employment at Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in Service
for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by
each, to terminate Participant’s Service at any time for any reason, with or without cause, unless such rights are otherwise limited pursuant to a separate agreement between the Corporation (or any Parent or Subsidiary) and Participant.

 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above. 

 

			
	KOPPERS HOLDINGS INC.
		
	By:	 	 
		
	Title:	 	 



			
	
	________________________, PARTICIPANT
		
	Signature:	 	 
		
	Address:	 	 
		
		 	 
		
		 	 


  

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 APPENDIX A  

DEFINITIONS 

The following definitions shall be in effect under the Agreement: 

A. Affiliate means any entity that, directly or through one or more intermediaries, is controlled by the Corporation, and any
entity in which the Corporation has a significant equity interest as determined by the Plan Administrator. 
 B.
Agreement shall mean this Restricted Stock Unit Issuance Agreement. 
 C. Award shall mean the award of restricted
stock units made to Participant pursuant to the terms of this Agreement. 
 D. Award Date shall mean the date the
restricted stock units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the Agreement. 

E. Board shall mean the Corporation’s Board of Directors. 

F. Change in Control of the Corporation shall have occurred in the event that: 

(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 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 closing of the sale of all or substantially all of the assets of
the Corporation or a liquidation or dissolution of the Corporation; or 
 (v) 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. 
 G. Code shall mean the Internal Revenue
Code of 1986, as amended. 
 H. Common Stock shall mean shares of the Corporation’s common stock. 

I. Corporation shall mean Koppers Holdings Inc., a Pennsylvania corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Koppers Holdings Inc. which shall by appropriate action adopt the Plan. 
 J.
Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

 K. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the
following provisions: 
 (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. 
 L. Measurement Period
shall mean the period over which the Performance Objective is to be measured. That period shall be the two (2)-year period measured from January 1, 2010 to December 31, 2011. 

 

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 M. Misconduct shall mean the commission of any act of fraud, embezzlement or
dishonesty by Participant, any unauthorized use or disclosure by Participant of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Participant adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss
Participant or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds
for termination for Misconduct. 
 N. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to
time. 
 O. Participant shall mean the person to whom the Award is made pursuant to the Agreement. 

P. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain. 
 Q. Permanent Disability shall mean the inability of Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of twelve (12) months or more. 

R. Plan shall mean the Corporation’s 2005 Long-Term Incentive Plan. 

S. Plan Administrator shall mean the committee(s) designated by the Board to administer the Plan. 

T. Retirement shall mean Participant’s voluntary termination from Service (i) on or after his attainment of age sixty
five (65), (ii) on or after his attainment of age sixty (60) with at least twenty-five (25) years of service, or (iii) on or after his attainment of age 55 with at least ten (10) years of service, or involuntary termination
from Service with at least thirty (30) years of service other than in connection with a termination for Misconduct. “Years of service” means Participant’s total number of years of “accumulated service” as such term is
defined with respect to salaried employees under the Retirement Plan for Koppers Inc. (regardless of whether Participant is eligible to receive a benefit under such plan). 

U. Service shall mean Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity
of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events:
(i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the
Corporation, even though Participant may subsequently continue to perform services for that entity. Service shall not be 

 

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deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, however, that except to the extent otherwise required by
law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence. 

V. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global Market or the New York Stock Exchange. 

W. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain. 
 X. Withholding Taxes shall mean the federal, state and local income and
employment taxes required to be withheld by the Corporation in connection with the vesting and concurrent issuance of the shares of Common Stock under the Award, including any additional shares resulting from the dividend equivalent right provisions
of the Award. 
  

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 SCHEDULE I 

PERFORMANCE OBJECTIVE 

One hundred percent (100%) of the Restricted Stock Units shall vest on February 22, 2013, provided (i) the Participant continues in
Service until February 22, 2013 and (ii) the realization of “Cumulative Koppers Value Added” of $                     over
the two (2)-year period measured from January 1, 2010 to December 31, 2011 (the “Measurement Period”). 
 The actual number
of Restricted Stock Units to vest on February 22, 2013 (provided Participant continues in Service until February 22, 2013) shall be determined in accordance with the following chart: 

 

									
	 Performance Level
	  	 Performance %
of Target
	  	Cumulative
Koppers Value
Added	  	% of
Restricted
Stock Units
Vesting	 
	 Outstanding
	  	120% or more	  	$	______________	  	150	% 
	 Target
	  	100%	  	$	______________	  	100	% 
	 Threshold
	  	80%	  	$	______________	  	50	% 
	 Below Threshold
	  	less than 80%	  			  	0	% 

 If the Corporation’s
performance falls within the range of the Threshold and Target and the Target and Outstanding achievement levels, then the number of Restricted Stock Units will be calculated based on a linear interpolation between the 80% and 100% levels and the
100% and the 120% levels, respectively. 
 The term, “Cumulative Koppers Value Added” shall mean the cumulative Koppers Value Added
over the Measurement Period as set forth in the above table in the row entitled “Target” (i.e., $                ). 

The term “Koppers Value Added” shall mean the Corporation’s earnings before the deduction of interest and taxes minus a capital charge of
15% times the amount of capital committed to the Corporation, subject to such exclusions as may be approved by the Corporations’ Management Development and Compensation Committee in its discretion. 

 

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