**Exhibit 10.3**

**CALGON CARBON CORPORATION**

**1993 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN**

**(as amended through September 13, 2005)**

The purposes of the 1993 Non-Employee Directors’ Stock Option Plan (the “Plan”) are to promote the long-term success of Calgon Carbon Corporation (the “Company”) by creating a long-term mutuality of interestsbetween the non-employee Directors and stockholders of the Company, to provide an additional inducement for such Directors to remain with the Company and to provide a means through which the Company may attract able persons to serve as Directors ofthe Company. 

**SECTION 1**

**Administration**

The Plan shall be administered by a Committee (the “Committee”) appointed by the Board ofDirectors of the Company (the “Board”) and consisting of not less than two members of the Board. The Committee shall keep records of action taken at its meetings. A majority of the Committee shall constitute a quorum at any meeting, andthe acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee. 

The Committee shall interpret the Plan and prescribe such rules, regulations and procedures in connection with the operations of the Plan as it shalldeem to be necessary and advisable for the administration of the Plan consistent with the purposes of the Plan. All questions of interpretation and application of the Plan, or as to stock options granted under the Plan, shall be subject to thedetermination of the Committee, which shall be final and binding. 

Notwithstanding the above, the selection of the Directors to whom stockoptions are to be granted, the timing of such grants, the number of shares subject to any stock option, the exercise price of any stock option, the vesting or forfeiture of any stock option, the periods during which any stock option may be exercisedand the term of any stock option shall be as hereinafter provided, and the Committee shall have no discretion as to such matters. 

**SECTION 2**

**Shares Available under the Plan**

The aggregate number of shares which may be issued or delivered and as to which grants of stock options may be made under the Plan, effective from thedate of amendment and restatement of Plan, is 978,500 shares of the Common Stock, $.01 par value, of the Company (the “Common Stock”) (consisting of 434,677 shares of Common Stock reserved for outstanding stock options and 543,823 sharesof Common Stock available for stock options which have not yet been granted), subject to adjustment and substitution as set forth in Section 5. If any stock option granted under the Plan is cancelled by mutual consent, is forfeited orterminates or expires for any reason without having been exercised in full, the number of shares subject thereto shall again be available for purposes of the Plan. The shares which may be issued or delivered under the Plan may be either authorizedbut unissued shares or reacquired shares or partly each, as shall be determined from time to time by the Board. 

**SECTION 3**

**Grant of Stock Options**

On the first business day following the day of each annual meeting of thestockholders of the Company, each person who is then a member of the Board and who is not then an employee of the Company or any of its subsidiaries (a “non-employee Director”) shall automatically and without further action by the Board orthe Committee be granted a “nonstatutory stock option” (i.e., a stock option which does not qualify under Sections 422 or 423 of the Internal Revenue Code of 1986 (the “Code”)) to purchase the Calculated Number (as definedbelow) of shares of Common Stock, subject to adjustment and substitution as set forth in Section 5. As used herein, “Calculated Number” shall mean the number of options for shares of Common Stock of the Company having a then currentoption value of $25,000, calculated using the Black-Scholes formula for option value (or such successor formula as may exist from time to time), with such calculation being accomplished by or on behalf of the Company on April 1 (or the nextbusiness day thereafter if April 1 is not a business day) of each year for the next succeeding option grant. If the number of shares then remaining available for the grant of stock options under the Plan is not sufficient for each non-employeeDirector to be granted an option for the number of shares to which such non-employee Director is entitled (or the number of adjusted or substituted shares pursuant to Section 5), then each non-employee Director shall be granted an option for anumber of whole shares equal to the number of shares then remaining times a percentage obtained by dividing the number of option shares to which such non-employee Director is entitled by the total number of option shares to be granted to allnon-employee Directors at such time, disregarding any fractions of a share. 

On the day that each person who was not prior thereto a memberof the Board and who is not then an employee of the Company or any of its subsidiaries is elected to the Board, other than such person being elected at an Annual Meeting of the Company (the “Join Date”), such person shall automatically andwithout further action by the Board be granted a nonstatutory stock option to purchase a pro rata share of the last Calculated Number of shares of Common Stock based upon the number of months from the Join Date until the anniversary of the lastAnnual Meeting, rounded to the nearest 1,000 shares (and rounded downward at 500 shares), subject to adjustment and substitution as set forth in Section 5. As an example of the foregoing, for an Annual Meeting anniversary date in April, with anew Director elected in July, such Director would be entitled to 75% of the Calculated Amount (July is nine months before April), and 9 ÷ 12 = 75%. 

**SECTION 4**

**Terms and Conditions of Stock Options**

Stock options granted under the Plan shall be subject to the following terms and conditions: 

(A) The purchase price at which each stock option may be exercised (the “option price”) shall be one hundred percent(100%) of the fair market value per share of the Common Stock on the date of the grant of stock options pursuant to the Plan, determined as provided in Section 4(G). 

(B) The option price for each stock option shall be paid in full upon exercise and shall be payable in cash in United States dollars(including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program; provided, however, that in lieu of such 

 

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cash the person exercising the stock option may pay the option price in whole or in part by delivering to the Company shares of the Common Stock having afair market value on the date of exercise of the stock option, determined as provided in Section 4(G), equal to the option price for the shares being purchased; except that (i) any portion of the option price representing a fraction of ashare shall in any event be paid in cash and (ii) no shares of the Common Stock which have been held for less than one year may be delivered in payment of the option price of a stock option. If the person exercising a stock option participatesin a broker or other agent-sponsored exercise or financing program, the Company will cooperate with all reasonable procedures of the broker or other agent to permit participation by the person exercising the stock option in the exercise or financingprogram. Notwithstanding any procedure of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, the exercise of the stock option shall not be deemed to occur and no shares of the Common Stock will beissued or delivered until the Company has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. The date of exercise of a stock option shall be determined under proceduresestablished by the Committee, and as of the date of exercise the person exercising the stock option shall be considered for all purposes to be the owner of the shares with respect to which the stock option has been exercised. Payment of the optionprice with shares shall not increase the number of shares of the Common Stock which may be issued or delivered under the Plan as provided in Section 2. 

(C) Stock options granted hereunder shall vest and be exercisable six months following the date of grant, except in the case of death asprovided in Section 4(E); provided, however, that the stock options granted in 1997 shall vest and be exercisable in accordance with the Plan prior to its amendment and restatement. Subject to the terms of Section 4(E)providing for earlier termination of a stock option, no stock option shall be exercisable after the expiration of ten years from the date of grant. A stock option to the extent exercisable at any time may be exercised in whole or in part.

(D) No stock option shall be transferable by the grantee otherwise than by Will, or if the grantee dies intestate, by thelaws of descent and distribution of the state of domicile of the grantee at the time of death. All stock options shall be exercisable during the lifetime of the grantee only by the grantee or the grantee’s guardian or legal representative.

(E) If a grantee ceases to be a Director of the Company, any outstanding stock options held by the grantee shall vest andbe exercisable and shall terminate, according to the following provisions: 

(i) If a grantee ceases to be a Director of theCompany for any reason other than resignation, removal for cause or death, any then outstanding stock option held by such grantee shall be exercisable by the grantee (but only to the extent that such stock option is vested and exercisable by thegrantee immediately prior to ceasing to be a Director) at any time prior to the expiration date of such stock option or within one year after the date the grantee ceases to be a Director, whichever is the shorter period; 

(ii) If during his term of office as a Director a grantee resigns from the Board or is removed from office for cause, any then outstandingstock option held by such grantee shall be exercisable by the grantee (but only to the extent that such stock option is vested and exercisable by the grantee immediately prior to ceasing to be a Director) at any time prior to the expiration date ofsuch 

 

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stock option or within 90 days after the date of resignation or removal, whichever is the shorter period; 

(iii) Following the death of a grantee during service as a Director of the Company, any outstanding stock option held by the grantee atthe time of death (whether or not vested and exercisable by the grantee immediately prior to death) shall vest and be exercisable by the person entitled to do so under the Will of the grantee, or, if the grantee shall fail to make testamentarydisposition of the stock option or shall die intestate, by the legal representative of the grantee at any time prior to the expiration date of such stock option or within one year after the date of death, whichever is the shorter period; 

(iv) Following the death of a grantee after ceasing to be a Director (but only to the extent that such stock option is vested andexercisable by the grantee immediately prior to ceasing to be a Director), any outstanding stock option held by the grantee at the time of death shall vest and be exercisable by such person entitled to do so under the Will of the grantee or by suchlegal representative at any time prior to the expiration date of such stock option or within one year after the date of death, whichever is the shorter period. 

(F) All stock options shall be confirmed by an agreement, or an amendment thereto, which shall be executed on behalf of the Company by theChief Executive Officer (if other than the President), the President or any Vice President and by the grantee. 

(G) Fairmarket value of the Common Stock shall be the mean between the following prices, as applicable, for the date as of which fair market value is to be determined as quoted in The Wall Street Journal (or in such other reliable publication as theCommittee, in its discretion, may determine to rely upon): (a) if the Common Stock is listed on the New York Stock Exchange, the highest and lowest sales prices per share of the Common Stock as quoted in the NYSE-Composite Transactions listingfor such date, (b) if the Common Stock is not listed on such exchange, the highest and lowest sales prices per share of Common Stock for such date on (or on any composite index including) the principal United States securities exchangeregistered under the Securities Exchange Act of 1934 (the “1934 Act”) on which the Common Stock is listed, or (c) if the Common Stock is not listed on any such exchange, the highest and lowest sales prices per share of the CommonStock for such date on the National Association of Securities Dealers Automated Quotations System or any successor system then in use (“NASDAQ”). If there are no such sale price quotations for the date as of which fair market value is tobe determined but there are such sale price quotations within a reasonable period both before and after such date, then fair market value shall be determined by taking a weighted average of the means between the highest and lowest sales prices pershare of the Common Stock as so quoted on the nearest date before and the nearest date after the date as of which fair market value is to be determined. The average should be weighted inversely by the respective numbers of trading days between theselling dates and the date as of which fair market value is to be determined. If there are no such sale price quotations on or within a reasonable period both before and after the date as of which fair market value is to be determined, then fairmarket value of the Common Stock shall be the mean between the bona fide bid and asked prices per share of Common Stock as so quoted for such date on NASDAQ, or if none, the weighted average of the means between such bona fide bid and asked priceson the nearest trading date before and the nearest trading date after the date as of which fair market value is to be determined, if both such dates are within a reasonable period. The average is to be determined in the manner described above in

 

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this Section 4(G). If the fair market value of the Common Stock cannot be determined on the basis previously set forth in this Section 4(G) for thedate as of which fair market value is to be determined, the Committee shall in good faith determine the fair market value of the Common Stock on such date. Fair market value shall be determined without regard to any restriction other than arestriction which, by its terms, will never lapse. 

(H) The obligation of the Company to issue or deliver shares of theCommon Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Company,(ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock shares may then be listed and (iii) all other applicablelaws, regulations, rules and orders which may then be in effect. 

Subject to the foregoing provisions of this Section 4 and the otherprovisions of the Plan, any stock option granted under the Plan may be subject to such restrictions and other terms and conditions, if any, as shall be determined, in its discretion, by the Committee and set forth in the agreement referred to inSection 4(F), or an amendment thereto. 

**SECTION 5**

**Adjustment and Substitution of Shares**

If a dividend or other distribution shall be declared uponthe Common Stock payable in shares of the Common Stock, the number of shares of the Common Stock set forth in Section 3, the number of shares of the Common Stock then subject to any outstanding stock options and the number of shares of theCommon Stock which may be issued or delivered under the Plan but are not then subject to outstanding stock options shall be adjusted by adding thereto the number of shares of the Common Stock which would have been distributable thereon if suchshares had been outstanding on the date fixed for determining the stockholders entitled to receive such stock dividend or distribution. 

Ifthe outstanding shares of the Common Stock shall be changed into or exchangeable for a different number or kind of shares of stock or other securities of the Company or another corporation, whether through reorganization, reclassification,recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each share of the Common Stock set forth in Section 3, for each share of the Common Stock subject to any then outstandingstock option, and for each share of the Common Stock which may be issued or delivered under the Plan but which is not then subject to any outstanding stock option, the number and kind of shares of stock or other securities into which eachoutstanding share of the Common Stock shall be so changed or for which each such share shall be exchangeable. 

In case of any adjustment orsubstitution as provided for in this Section 5, the aggregate option price for all shares subject to each then outstanding stock option prior to such adjustment or substitution shall be the aggregate option price for all shares of stock orother securities (including any fraction) to which such shares shall have been adjusted or which shall have been substituted for such shares. Any new option price per share shall be carried to at least three decimal places with the last decimalplace rounded upwards to the nearest whole number. 

 

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No adjustment or substitution provided for in this Section 5 shall require the Company to issue ordeliver or sell a fraction of a share or other security. Accordingly, all fractional shares or other securities which result from any such adjustment or substitution shall be eliminated and not carried forward to any subsequent adjustment orsubstitution. 

**SECTION 6**

**Effect of the Plan on the Rights of Company and Stockholders**

Nothing in the Plan, in any stock option granted under thePlan, or in any stock option agreement shall confer any right to any person to continue as a Director of the Company or interfere in any way with the rights of the stockholders of the Company or the Board of Directors to elect and remove Directors.

**SECTION 7**

**Amendmentand Termination**

The right to amend the Plan at any time and from time to time and the right to terminate the Plan at any time arehereby specifically reserved to the Board; provided always that no such termination shall terminate any outstanding stock options granted under the Plan; and provided further that no amendment of the Plan shall (a) be made without stockholderapproval if stockholder approval of the amendment is at the time required for stock options under the Plan to qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3 or by the rules of the NASDAQ National MarketSystem or any stock exchange on which the Common Stock may then be listed, (b) amend more than once every six months the provisions of the Plan relating to the selection of the Directors to whom stock options are to be granted, the timing ofsuch grants, the number of shares subject to any stock option, the exercise price of any stock option, the periods during which any stock option may be exercised and the term of any stock option other than to comport with changes in the Code or therules and regulations thereunder or (c) otherwise amend the Plan in any manner that would cause stock options under the Plan not to qualify for the exemption provided by Rule 16b-3. No amendment or termination of the Plan shall, without thewritten consent of the holder of a stock option theretofore awarded under the Plan, adversely affect the rights of such holder with respect thereto. 

Notwithstanding anything contained in the preceding paragraph or any other provision of the Plan or any stock option agreement, the Board shall have the power to amend the Plan in any manner deemed necessary oradvisable for stock options granted under the Plan to qualify for the exemption provided by Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of the 1934 Act), and any such amendment shall, to the extent deemednecessary or advisable by the Board, be applicable to any outstanding stock options theretofore granted under the Plan notwithstanding any contrary provisions contained in any stock option agreement. In the event of any such amendment to the Plan,the holder of any stock option outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability of such option, execute a conforming amendment in the form prescribed by the Committee to the stock optionagreement referred to in Section 4(F) within such reasonable time as the Committee shall specify in such request. 

 

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**SECTION 8**

**Effective Date and Duration of Plan**

The effective date and date of adoption of the Plan shall beFebruary 11, 1993, the date of adoption of the Plan by the Board, such Plan having been thereafter also approved by the stockholders of the Company, and the effective date and date of adoption of the amendment and restatement of the Plan shallbe February 4, 2005, the date of adoption of the same by the Board, provided that the amendment and restatement is approved by the stockholders at a meeting of stockholders duly called, convened and held on or prior to January 31, 2006, atwhich a quorum representing a majority of the outstanding voting stock of the Company is, either in person or by proxy, present and voting on the Plan. No stock option granted under the Plan on or after February 4, 2005 may be exercised untilafter such approval; provided, that the foregoing shall not apply to stock options granted with shares which were available under the Plan prior to the amendment and restatement of the Plan on February 4, 2005. No stock option may begranted under the Plan subsequent to January 31, 2015. 

 

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