4. Without Mr. Sheedy entering into this SAR, Mr. Sheedy is not entitled to any of the taxablepayments provided for in subsections 4(a) through 4(e), other than those set forth in Section 4(c),and he shall only obtain such payments upon his executing and not revoking the SAR. Mr. Sheedy isnot being provided, directly or indirectly, with any election as to the taxable year of payments ofany of the following payments. After timely receipt of a fully signed and dated copy of this SARfrom Mr. Sheedy and assuming that Mr. Sheedy does not revoke the SAR under Section 15, CalgonCarbon agrees to: a. pay the COBRA (short for Consolidated OmnibusBudget Reconciliation Act) payments on Mr. Sheedy’s behalf forcontinued medical and dental coverage, in each case for a period ofeighteen (18) months after the Termination Date, without regard to theresidence of Mr. Sheedy during such 18 months, so long as his primaryresidence is within the 48 contiguous United States.  b. extend the time within which Mr. Sheedy mayexercise his already issued and vested stock options for thirteenthousand fifty (13,050) shares of Calgon Carbon stock until the laterof (i) three (3) months from the date of this Agreement and (ii) thirtydays after the Company publicly announces its earnings results for thethird quarter of 2009, but in either case not beyond the originalexpiration date of such stock options. Mr. Sheedy understands thatsuch stock options as extended will be non-statutory and not incentivestock options. The stock options and exercise price of such stockoptions are set forth on “Appendix D.”  c. on the eighth (8th) day after timelyreceipt of a fully signed and dated copy of this SAR from Mr. Sheedy,pay to Mr. Sheedy $4,140.30, less deductions and other withholdingsrequired by law, representing five (5) days of accrued but unused 2009vacation and $9,936.72, less deductions and other withholdings requiredby law,
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   representing twelve (12) days of prorated 2010 vacation, all as accrued prior to theTermination Date.  d. reimburse Mr. Sheedy for the reasonable costsof moving office furniture which is owned by him to a location within50 miles of Pittsburgh, within fifteen (15) days of receipt from Mr.Sheedy of written evidence of such costs; provided, that suchreimbursement must be made on or before March 14, 2010.  e. within thirty (30) days after the date of thisSAR, pay for life insurance coverage for Mr. Sheedy for a period ofeighteen (18) months after the Termination Date.     On the date that is one day after the six month anniversary of the Termination Date, CalgonCarbon agrees to: x. pay Mr. Sheedy $322,950.00, less deductions andother withholdings required by law, which is an amount equal toeighteen (18) months of pay at his base monthly rate as of theTermination Date.  y. Pay Mr. Sheedy $118,250.00, less deductions andother withholdings required by law, which is an amount equal to one andone-half (1.5) of the average of the payments to him under the shortterm incentive plan for the years 2006, 2007 and 2008.     Mr. Sheedy’s accrual of all other benefits and all other participation in Calgon Carbon’s401(k) salary, pension, and all other benefit plans will terminate as of the Termination Dateexcept as otherwise stated in this SAR.     Mr. Sheedy understands and agrees that (i) except as provided herein he will not receive anyshares or other payments under any option agreement, restricted stock agreement or restrictedperformance stock unit agreement and (ii) the options outlined
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in Section 4(b) are in full andfinal settlement and release of all possible legal claims byhim, including without limitation claims under the Equity Agreements or related plans, and, in anyevent, they exceed anything to which he is otherwise entitled to receive from Calgon Carbon exceptunder this SAR.     Until the fourth (4th) business day after the public announcement of third quarterearnings by Calgon Carbon, Mr. Sheedy shall be subject to the insider trading policy of CalgonCarbon. Among other things, this means Mr. Sheedy shall only sell shares of Calgon Carbon stock(including the restricted stock and stock obtained from the restricted performance stock units andthe exercise of stock options received from Calgon Carbon) during any applicable Calgon Carbontrading windows. After such fourth (4th) business day described above, Mr. Sheedy shallno longer be considered an insider under such insider trading policy and shall be free to sell hisshares without being limited to a trading window, subject only to applicable law.          5. Mr. Sheedy understands and agrees that neither Calgon Carbon, nor any successor oraffiliate of Calgon Carbon, will be obligated in any way to provide him with future employment,compensation, or benefits for any reason, except for 401(k) and other pension plan payments dueunder the terms of such plans, payments and benefits specified in this SAR, and the right toconvert to individual insurance coverage or other benefits to the extent required by law. Mr.Sheedy further agrees not to seek any such employment, re-employment compensation, or benefits.          6. By entering into this SAR, Calgon Carbon expressly denies any unlawful or unfair conduct. 7. a. Except as otherwise required by law, including any necessaryadministrative filings, neither Mr. Sheedy— meaning him or anybody acting onhis behalf — nor Calgon Carbon — meaning any member of its senior managementwith actual knowledge of this SAR and who is acting on Calgon Carbon’s behalf — will engage, directly or indirectly, in any publicity or other action oractivity to or with any person or entity that reflects adversely upon Mr.Sheedy or his work performance with Calgon Carbon or adversely
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   affects orreflects upon Calgon Carbon, its board, officers, employees, agents, andbusiness, including any successor or affiliate of Calgon Carbon. Mr. Sheedy understands and agreesthat this includes, without limit, any conversation or activity thatcould or would foster conflict, negativism, low morale, or ananti-management posture among Calgon Carbon’s employees and/or thepublic, as well as any untruthful, defamatory, harassing ordisparaging communications about Calgon Carbon, its board, officers,employees, agents, and business, including any successor or affiliateof Calgon Carbon. This would apply, for instance, to anymodification to Calgon Carbon’s strategic plan or managementstructure. Mr. Sheedy and Calgon Carbon further agree that theseobligations will continue, without termination or expiration, despitethe termination or expiration of any other obligation in this SAR.  b. Mr. Sheedy agrees to keep confidential anyproprietary information and other knowledge acquired or otherwiselearned from or on behalf of Calgon Carbon during his employment to theextent such information or knowledge has not been published, has notbeen disseminated, or is not otherwise a matter of general publicknowledge.  c. Except as otherwise required by law, Mr. Sheedyand Calgon Carbon agree to keep confidential and not disclose the termsof this SAR to any person, with the exception of attorneys or otherindividuals consulted by Mr. Sheedy and Calgon Carbon to understand theinterpretation, application, or legal or financial effect of this SARor to implement any portion of it, so long as, as a precondition ofreceipt of this SAR or any information contained in it, any such personpledges to strictly maintain such confidentiality.
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 8. a. Mr. Sheedy agrees to continue to fully comply with thecovenants previously made by him under Stock Option Agreements with CalgonCarbon and in Sections 7, 8 and 9of the Existing Employment Agreement. The applicable provisions ofthe Stock Option Agreements are attached and incorporated here as“Appendix A.”    b. In addition, Calgon Carbon and Mr. Sheedyrestate Section 17 of the Existing Employment Agreement as follows:[17]Indemnification and Insurance.     The Company shall defend and hold Employee harmless to the fullest extent permitted byapplicable law in connection with any claim, action, suit, investigation or proceeding arising outof or relating to performance by Employee of services for, or action of Employee as a director,officer or employee of the Company, or of any other person or enterprise at the request of theCompany. Expenses incurred by Employee in defending a claim, action, suit or investigation orcriminal proceeding shall be paid by the Company in advance of the final disposition thereof uponthe receipt by the Company of an undertaking by or on behalf of the Executive to repay said amountunless it shall ultimately be determined that Employee is entitled to be indemnified hereunder.The foregoing shall be in addition to any indemnification rights Employee may have by law,contract, charter, by-law or otherwise. Employee shall be covered under any director and officerliability insurance purchased or maintained by the Company on a basis no less favorable than theCompany makes available to peer executives. After the occurrence of a Change of Control, theCompany shall maintain in effect and shall provide to Employee director and officer liabilityinsurance coverage that is no less favorable to Employee than that coverage in effect immediatelyprior to such Change of Control.          9. Mr. Sheedy agrees to immediately return any and all Calgon Carbon documents or othermaterials — whether in “hard copy,” electronic or other form — including, without limit, allstrategic plans, budgets, pricing, and other financial and business information, customer lists andall other customer information, files, software, policy manuals, office supplies, keys, name tags,and all other Calgon Carbon property and equipment in his possession or under his control,irrespective of whether such information is considered and kept confidential by and for CalgonCarbon, except to the extent any of the same is needed by Mr. Sheedy to perform consulting servicesto Calgon Carbon, in which case the same shall be returned at the conclusion of such consultingservices.
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          10. Mr. Sheedy agrees to cooperate fully with Calgon Carbon in the defense of any claims madeby or against Calgon Carbon by, among other things, making himself periodically available to CalgonCarbon and its representatives, at reasonable times and on reasonable notice, consistent with Mr.Sheedy’s scheduled professional responsibilities, to discuss and provide assistance concerning suchclaimsto the extent that they relate to services performed by him for Calgon Carbon or its clients,information known by him, or any alleged act or omission by him. Beyond this, Mr. Sheedy willremain fully supportive of Calgon Carbon in all matters, including litigation matters. Nothing inthis Section, however, will be interpreted to obligate Mr. Sheedy to violate the law or any legalobligation. Mr. Sheedy further agrees to cooperate in authorizing and processing any documentationneeded by Calgon Carbon for any other business—related matter and by providing reasonableconsulting assistance to his successor at Calgon Carbon. Calgon Carbon will reimburse Mr. Sheedyfor his reasonable, out-of-pocket expenses associated with such cooperation, including reasonabletravel expenses. All reimbursement payments with respect to expenses incurred within a particularyear shall be made within fifteen (15) days of receipt from Mr. Sheedy of evidence of suchexpenses, and in any event no later than the end of Mr. Sheedy’s taxable year following the taxableyear in which the expense was incurred. The amount of reimbursable expenses incurred in onetaxable year of Mr. Sheedy shall not affect the amount of reimbursable expenses in a differenttaxable year and such reimbursement shall not be subject to liquidation of exchange for anotherbenefit.          11. Mr. Sheedy and Calgon Carbon understand and agree that the terms and conditions of thisSAR constitute the full and complete understandings, agreements, and promises of the parties, andthat there are no oral or written understandings, agreements, promises or inducements made oroffered with respect to the matters covered hereby other than those set forth in this SAR. Anyamendment to this SAR must be in writing and signed by Mr. Sheedy and Calgon Carbon to beeffective.
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          12. In exchange for Calgon Carbon’s promises contained in this SAR, and other good andsufficient consideration, and intending to be legally bound, Mr. Sheedy has executed the Releaseattached and incorporated herein as “Appendix B-1.” If, contrary to this Release and SAR, alawsuit is filed by or on behalf of Mr. Sheedy, or Mr. Sheedy otherwise commits a material breachof this SAR, Calgon Carbon will have the right, without affecting the continued validity andenforceability of this SAR, and in addition to its other legal and equitable remedies, todiscontinue all further paymentsand benefits due under this SAR and to seek damages and other redress at law for any and alldamages, costs and fees until full and final resolution of the alleged breach. Mr. Sheedyunderstands and agrees that the consideration outlined in this SAR, including, without limit, theoptions, benefits, and payments in Section 4 are provided by Calgon Carbon with the expectation ofand in reliance upon Mr. Sheedy’s full and final settlement of all possible legal claims, as wellas his pledge to fully comply with the terms of this SAR, specifically including the promises inSections 7, 8 and 9. Calgon Carbon has executed the Release attached and incorporated herein as“Appendix B-2.”          13. Mr. Sheedy acknowledges receipt of Calgon Carbon’s letter outlining possible legal rightsunder the federal Older Workers Benefit Protection Act (“OWBPA”) and urging him to consult with anattorney, that he has had at least a twenty-one (21) day opportunity — an opportunity he is freeto use in whole or in part — to consider the terms of this SAR, and that he has agreed to andsigned this SAR voluntarily after such twenty-one (21) day opportunity. Attached as “Appendix C”is a true and correct copy of that letter.          14. Mr. Sheedy and Calgon Carbon swear that they have read this SAR carefully, understand itfully, and intend to be legally bound by its terms. Mr. Sheedy further swears that he has had afull and fair opportunity to consult with an attorney to help him fully understand and appreciatethe interpretation, application, and full legal effect of this SAR and that he has agreed to andsigned this SAR voluntarily following good faith bargaining over its terms.          15. This SAR will become legally effective and enforceable on the eighth (8th) calendar dayfollowing Mr. Sheedy’s timely execution of this SAR unless,
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during the intervening seven (7) days,Mr. Sheedy has revoked his agreement to this SAR in writing and delivered such revocation to CalgonCarbon.          16. Mr. Sheedy is solely responsible for all tax liabilities and other consequences beyond thedeductions made by Calgon Carbon from amounts payable under this SAR. Mr. Sheedy agrees thatCalgon Carbon has no such responsibility, and Mr. Sheedy will indemnify and hold Calgon Carbonharmless from any such tax liabilities or other consequences, with no requirement to pay anyfurther sum to him for any reason, including, without limit, unanticipated tax liabilities or otherconsequences.          17. This SAR will be governed by Pennsylvania law, except as preempted by federal law.          18. Mr. Sheedy and Calgon Carbon waive any right to a court (including jury) proceeding andinstead agree to submit any dispute over the application, interpretation, validity, or any otheraspect of the SAR to final and binding arbitration consistent with the application of the FederalArbitration Act and the employment or comparable procedural rules of the American ArbitrationAssociation (“AAA”) before an arbitrator who is a member of the National Academy of Arbitrators(“NAA”) out of an NAA panel of eleven (11) arbitrators to be supplied by the AAA. Only trueneutrals will be eligible for consideration as arbitrators and under no circumstances will AAAfurnish the names of individuals who represent employees, unions, or employers.          19. If a court, arbitrator, or other authority determines that any term, condition, clause, orother provision of this SAR is void or invalid, it, he, or she will have discretion to modify suchterm, condition, clause, or other provision of this SAR to make it valid. Alternatively, if it,he, or she declines to make such a modification and rules it invalid, the remaining portions ofthis SAR will remain in full force and effect.          20. Nothing in this SAR will prevent or otherwise hinder Mr. Sheedy’s access to the FederalEqual Employment Opportunity Commission. But the Release in Appendix B-1, as stated, will bar Mr.Sheedy from any remedy.
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          21. All notices required or permitted under this SAR will be in writing and considereddelivered when delivered in person or deposited in the United States mail, with postage prepaid andaddressed as follows:   To: Dennis M. Sheedy        109 Wesport Drive        Pittsburgh, PA 15238    To: William Gerak        Director of Human Resources        Calgon Carbon Corporation        P.O. Box 717        Pittsburgh, PA 15230These addresses may be changed by either party by written notice to the other party as stated.[Remainder of page left blank intentionally]
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This SAR is signed on the dates set forth below to be effective as of the 14th day ofOctober, 2009.     AGREED:                       Dated: October 6, 2009  /s/ Dennis M. Sheedy  Dennis M. Sheedy  For Myself, My Heirs, PersonalRepresentative and Assigns   CALGON CARBON CORPORATION                       Dated: October 6, 2009  By: /s/ John S. Stanik   John S. Stanik       Title:     Chairman & CEO   
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**APPENDIX A**ATTACHMENT(This attachment is attached to and constitutes part of the Stock Option Agreement, and theprovisions hereof are binding on the Optionee.)     1. Confidential Information, etc.          (a) Optionee recognizes and acknowledges that: (i) in the course of Optionee’s employment bythe Company it will be necessary for Optionee to acquire information which could include, in wholeor in part, information concerning the Company’s sales, sales volume, sales methods, salesproposals, customers and prospective customers, identity of customers and prospective customers,identity of key purchasing personnel in the employ of customers and prospective customers, amountor kind of customers’ purchases from the Company, the Company’s sources of supply, computerprograms, system documentation, special hardware, product hardware, related software development,manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions orother confidential or proprietary information belonging to the Company or relating to the Company’saffairs (collectively referred to herein as the “Confidential Information”); (ii) the ConfidentialInformation is the property of the Company; (iii) the use, misappropriation or disclosure of theConfidential Information would constitute a breach of trust and could cause irreparable injury tothe Company; and (iv) it is essential to the protection of the Company’s good will and to themaintenance of the Company’s competitive position that the Confidential Information be kept secretand that Optionee not disclose the Confidential Information to others or use the ConfidentialInformation to Optionee’s own advantage or the advantage of others.          (b) Optionee further recognizes and acknowledges that it is essential for the properprotection of the business of the Company that Optionee be restrained (i) from soliciting ofinducing any Optionee of the Company or of any subsidiary of the Company (collectively, the“Company”) to leave the employ of the Company, (ii) from hiring or attempting to hire any Optioneeof the Company, (iii) from soliciting the trade of or trading with the customers and suppliers ofthe Company for any business purpose, and (iv) from competing against the Company for a reasonableperiod.          (c) Optionee agrees to hold and safeguard the Confidential Information in trust for theCompany, its successors and assigns and agrees that he or she shall not, without the prior writtenconsent of the Company, disclose or make available to anyone for use outside the Company at anytime, either during his or her employment by the Company or subsequent to the termination of his orher employment by the Company for any reason, including without limitation termination by theCompany in a termination for cause or otherwise, any of the Confidential Information, whether ornot developed by the Optionee, except as required in the performance of Optionee’s duties to theCompany.          (d) Upon the termination of Optionee’s employment by the Company or by Optionee for anyreason, including without limitation termination by the Company in a termination for cause orotherwise, Optionee shall promptly deliver to the Company all
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originals and copies of correspondence, drawings, blueprints, financial and business records,marketing and publicity materials, manuals, letters, notes, notebooks, reports, flow-charts,programs, proposals and any documents concerning the Company’s customers or concerning products orprocesses used by the Company and, without limiting the foregoing, shall promptly deliver to theCompany any and all other documents or materials containing or constituting ConfidentialInformation.     2. Non-Solicit; Non-compete          (a) Optionee agrees that during his or her employment by the Company he or she shall not,directly or indirectly, solicit the trade of, or trade with, any customer, prospective customer orsupplier of the Company for any business purpose other than for the benefit of the Company.Optionee further agrees that for a period of two years after termination of employment, Optioneeshall not, directly or indirectly, solicit the trade of, or trade with, any customers or suppliers,or prospective customers or suppliers, of the Company, or solicit or induce, or attempt to solicitor induce, any employee of the Company to leave the Company for any reason whatsoever or hire anyemployee of the Company.          (b) Optionee covenants and agrees that during the period of Optionee’s employment hereunderand for a period of two (2) years after termination of employment Optionee shall not, in anyCompetitive Territory, engage, directly or indirectly, whether as principal or as agent, officer,director, employee, consultant, shareholder or otherwise, alone or in association with any otherperson, corporation or other entity, in any Competing Business. For purposes of this Agreement,(i) the term “Competing Business” shall mean any person, corporation or other entity which sells orattempts to sell any products or services which are the same as or similar to the products andservices sold by the Company at any time and from time to time during the last two years prior tothe termination of Optionee’s employment, and (ii) the term “Competitive Territory” shall mean theUnited States of America, Great Britain, Belgium, Germany, Japan and any other nation in which, tothe knowledge of Optionee, the Company has made or considered making such sales, either itself orthrough a subsidiary, affiliate or joint venture partner, during the last two years prior to thetermination of Optionee’s employment.          (c) Prior to accepting employment during the non-compete period referred to herein, Optioneeshall notify the Company in order to determine if the position the Optionee is seeking violatesthis Agreement.     3. Injunctive and other relief.          (a) Optionee represents that his or her experience and capabilities are such that theprovisions of paragraphs 1 and 2 herein will not prevent him or her from earning his or herlivelihood, and acknowledges that it would cause the Company serious and irreparable injury andcost if Optionee were to use his or her ability and knowledge in competition with the Company or tootherwise breach the obligations contained in said paragraphs.
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          (b) In the event of a breach by Optionee of the terms of this Agreement, the Company shall beentitled, if it shall so elect, to institute legal proceedings to obtain damages for any suchbreach, or to enforce the specific performance of this Agreement by Optionee and to enjoin Optioneefrom any further violation of this Agreement and to exercise such remedies cumulatively or inconjunction with all other rights and remedies provided by law. Optionee acknowledges, however,that the remedies at law for any breach by him or her of the provisions of this Agreement may beinadequate and that the Company shall be entitled to injunctive relief against him or her in theevent of any breach whether or not the Company may also be entitled to recover damages hereunder.          (c) It is the intention of the parties that the provisions of paragraphs 1 and 2 hereof shallbe enforceable to the fullest extent permissible under applicable law, but that theunenforceability (or modification to conform to such law) of any provision or provisions hereofshall not render unenforceable, or impair, the remainder thereof. If any provision of provisionshereof shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shallbe deemed amended to delete or modify, as necessary, the offending provision or provisions and toalter the bounds thereof in order to render it valid and enforceable.
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**APPENDIX B-1****RELEASE**I, Dennis M. Sheedy, in exchange for the promises contained in the attached Separation Agreement,unconditionally release Calgon Carbon Corporation, its subsidiaries and affiliates, their boardofficers, directors, employees, shareholders, agents, successors and/or assigns (collectivelycalled “Company”), from any and all claims, issues, or causes of action, known or unknown, arisingout of my Company employment and cessation of that employment, including the federal AgeDiscrimination in Employment Act, Retirement Income Security Act of 1974, Civil Rights Act of 1964,Civil Rights Act of 1991, Rehabilitation Act of 1973, Americans with Disabilities Act, Family andMedical Leave Act of 1993, Older Workers Benefit Protection Act, Equal Pay Act; the PennsylvaniaHuman Relations Act; federal, state and local wrongful discharge laws; and any and all otherfederal, state, and/or local employment and other legal claims, such as whistleblower claims andclaims for possible attorneys’ fees and costs. To the extent, however, that any entity or personsues on my behalf concerning any possible claim, I agree that this Separation Agreement and Release(“SAR”) has fully and finally satisfied any and all possible claims, and I agree to waive andotherwise relinquish eligibility for any recovery beyond what I received in this SAR, even if Iparticipate or otherwise assist in such litigation.I have read this Release.I understand this Release.I execute this Release voluntarily and without coercion.I understand I have the right to consult with an attorney.I intend to be legally bound by this Release.     /s/ Dennis M. Sheedy  Signature    Dennis M. Sheedy Print Name   SWORN TO and subscribed before me this