Exhibit 10.1
    

    
      Execution Copy
    

    

    

    
      AGREEMENT
    

    
      This Agreement (this “Agreement”) is made and entered into
      as of March 11, 2013, by and among Calgon Carbon Corporation (the “Company”)
      and the entities and natural persons listed on Exhibit A hereto
      and their respective Affiliates (collectively, “Starboard”)
      (each of the Company and Starboard, a “Party” to this
      Agreement, and collectively, the “Parties”).
    

    
      RECITALS
    

    
      WHEREAS, the Company and Starboard have engaged in various discussions
      and communications concerning the Company’s business, financial
      performance and strategic plans;
    

    
      WHEREAS, Starboard is deemed to beneficially own shares of common stock
      of the Company (the “Common Stock”) totaling, in the
      aggregate, four million nine hundred sixty-five thousand (4,965,000)
      shares, or approximately nine and two tenths percent (9.2%), of the
      Common Stock of the Company issued and outstanding on the date hereof;
    

    
      WHEREAS, Starboard submitted a nomination letter to the Company on
      January 15, 2013 (the “Nomination Letter”) nominating
      director candidates to be elected to the Company’s board of directors
      (the “Board”) at the 2013 annual meeting of stockholders of
      the Company (the “2013 Annual Meeting”); and
    

    
      WHEREAS, the Company and Starboard have determined to come to an
      agreement with respect to the election of members of the Board at the
      2013 Annual Meeting, certain matters related to the 2013 Annual Meeting
      and certain other matters, as provided in this Agreement.
    

    
      NOW, THEREFORE, in consideration of the foregoing premises and the
      mutual covenants and agreements contained herein, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Parties hereto, intending to be legally bound hereby,
      agree as follows:
    

    
      1.  Board Matters; Board Appointments; 2013 Annual Meeting.
    

    
      (a)  Prior to the mailing of its definitive proxy statement for the 2013
      Annual Meeting, the Company agrees that the Board and all applicable
      committees of the Board shall take all necessary actions to (i) increase
      the size of the Board from eight (8) members to nine (9) members, and
      (ii) nominate Donald C. Templin (“Templin”) and Louis S.
      Massimo (the “Starboard Appointee,” and with Templin, the “New
      Appointees”) for election to the Board at the 2013 Annual
      Meeting.  Each of the New Appointees shall be designated as nominees for
      the class of directors with terms expiring at the 2016 annual meeting of
      stockholders (the “2016 Annual Meeting”).
    

    
      (b)  Upon the execution of this Agreement, Starboard hereby irrevocably
      withdraws its Nomination Letter and Starboard hereby agrees not to  (i)
      nominate any person for election at the 2013 Annual Meeting, (ii) submit
      any proposal for consideration at, or bring any other business before,
      the 2013 Annual Meeting, directly or indirectly, or (iii) initiate,
      encourage or participate in any “withhold” or similar campaign with
      respect to the 2013 Annual Meeting, directly or indirectly, and shall
      not permit any of its Affiliates or Associates to do any of the items in
      this Section 1(b).  Starboard shall not publicly or privately encourage
      or support any other stockholder to take any of the actions described in
      this Section 1(b).
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (c)  The Company agrees that it will recommend, support and solicit
      proxies for the election of the New Appointees at the 2013 Annual
      Meeting in the same manner as for the Company’s other nominees standing
      for election to the Board at the 2013 Annual Meeting.
    

    
      (d)  The Company agrees that if the Starboard Appointee or any
      Replacement Director (as defined below) is unable to serve as a
      director, resigns as a director or is removed as a director prior to the
      2016 Annual Meeting, and at such time Starboard beneficially owns in the
      aggregate at least the lesser of 3.0% of the Company’s then outstanding
      Common Stock (subject to adjustment for stock splits, reclassifications,
      combinations and similar adjustments), the Company and Starboard shall
      discuss in good faith the mutual recommendation to the Governance
      Committee of the Board (the “Governance Committee”) of the
      appointment of a substitute person to fill the resulting vacancy in the
      class of directors with terms expiring at the 2016 Annual Meeting, which
      person shall (i) be independent of Starboard, (ii) qualify as
      “independent” pursuant to NYSE listing standards, and (iii) have
      relevant financial and business experience.  The appointment of any such
      person to the Board will be subject to the approval of the Governance
      Committee, in its sole discretion, after exercising its fiduciary duties
      in good faith (any such replacement nominee appointed in accordance with
      the terms of this Section 1(d) shall be referred to as the “Replacement
      Director”).  Upon the acceptance of a Replacement Director nominee
      by the Governance Committee, the Board will appoint such Replacement
      Director to the Board no later than five (5) business days after the
      Governance Committee recommendation of such Replacement Director.
    

    
      (e)  At the 2013 Annual Meeting, Starboard agrees to appear in person or
      by proxy at the 2013 Annual Meeting and vote all shares of Common Stock
      beneficially owned by it (i) in favor of the election of each of the
      Company’s nominees for election to the Board (ratably with respect to
      all nominees) and (ii) in accordance with the Board’s recommendation
      with respect to the Company’s “say-on-pay” proposal, unless, as relates
      solely to the Company’s “say-on-pay” proposal, Institutional Shareholder
      Services Inc. recommends otherwise.
    

    
      (f)  Starboard agrees that it will cause its Affiliates and Associates
      to comply with the terms of this Agreement.  As used in this Agreement,
      the terms “Affiliate” and “Associate” shall have the respective meanings
      set forth in Rule 12b-2 promulgated by the Securities and Exchange
      Commission under the Securities Exchange Act of 1934, as amended, or the
      rules or regulations promulgated thereunder (the “Exchange Act”)
      and shall include all persons or entities that at any time during the
      term of this Agreement become Affiliates or Associates of any person or
      entity referred to in this Agreement.
    

    
      (g)  As of the date of this Agreement, the New Appointees are appointed
      as observers to the Board (the “Board Observers”) until the
      2013 Annual Meeting.  Each of the Board Observers will (i) receive
      copies of all notices and written information furnished to the full
      Board, reasonably in advance of each meeting to the extent practicable,
      and (ii) be permitted to be present at all meetings of the full Board
      (whether by phone or in person).  Notwithstanding the foregoing, (A) the
      Company shall be entitled to withhold any information and exclude the
      Board Observers from any meeting, or any portion thereof, as is
      reasonably determined by the Company to be necessary to protect the
      Company’s attorney-client privilege, or as otherwise may be appropriate
      until the New Appointees are elected to the Board, and (B) the Board
      Observers shall execute a confidentiality agreement in form and
      substance reasonably acceptable to the Company with respect to the
      information and discussions to which the Board Observers will have
      access.
    

    

    

    
      
        

        

      

      
        
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      (h)  Within five (5) business days following the date of this Agreement,
      the Company shall amend its Rights Agreement, dated as of January 27,
      2005, as amended, to replace any mention of “ten percent” or “10%” in
      the definition of “Acquiring Person” in Section 1(a) thereof with
      “fifteen percent” or “15%”, and to make any necessary conforming changes.
    

    
      (i)  The Company shall use its reasonable best efforts to hold the 2013
      Annual Meeting no later than May 31, 2013.
    

    
      (j)  The Company shall have dissolved the Executive Committee of the
      Board on or prior to the date of this Agreement.  The Company agrees
      that if a new Executive Committee of the Board is created, the Board
      will take all action necessary in furtherance of the appointment of the
      Starboard Appointee to the Executive Committee of the Board.
    

    
      (k)  The Company agrees that promptly following the conclusion of the
      2013 Annual Meeting, but in any event no later than thirty (30) days
      thereafter, the Board will take all action necessary in furtherance of
      (i) the appointment of Templin to the Audit Committee of the Board and
      (ii) the appointment of the Starboard Appointee to the Compensation
      Committee of the Board.
    

    
      2.  Standstill Provisions.
    

    
         (a)  Starboard agrees that, from the date of this Agreement until the
      earlier of (i) the date that is fifteen (15) business days prior to the
      deadline for the submission of stockholder nominations for the 2014
      annual meeting of stockholders of the Company pursuant to the Company’s
      bylaws or (ii) the date that is one-hundred (100) days prior to the
      first anniversary of the 2013 Annual Meeting (the “Standstill
      Period”), neither it nor any of its Affiliates or Associates under
      its control or direction will, and it will cause each of its Affiliates
      and Associates under its control not to, directly or indirectly, in any
      manner:
    

    
      (i)  engage in any solicitation of proxies or consents or become a
      “participant” in a “solicitation” as such terms are defined in
      Regulation 14A under the Exchange Act of proxies or consents (including,
      without limitation, any solicitation of consents that improperly seeks
      to call a special meeting of stockholders), in each case, with respect
      to securities of the Company;
    

    
      (ii)  form, join or in any way participate in any “group” (within the
      meaning of Section 13(d)(3) of the Exchange Act) with respect to the
      Common Stock (other than a “group” that includes all or some of the
      persons identified on Exhibit A, but does not include any other
      entities or persons not identified on Exhibit A as of the date
      hereof); provided, however, that nothing herein shall limit the ability
      of an Affiliate of Starboard to join the “group” following the execution
      of this Agreement, so long as any such Affiliate agrees to be bound by
      the terms and conditions of this Agreement;
    

    

    

    
      
        

        

      

      
        
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      (iii)  deposit any Common Stock in any voting trust or subject any
      Common Stock to any arrangement or agreement with respect to the voting
      of any Common Stock, other than any such voting trust, arrangement or
      agreement solely among the members of Starboard and otherwise in
      accordance with this Agreement;
    

    
      (iv)  seek or encourage any person to submit nominations in furtherance
      of a “contested solicitation” for the election or removal of directors
      with respect to the Company or seek, encourage or take any other action
      with respect to the election or removal of any directors;
    

    
      (v)  (A) make any proposal for consideration by stockholders at any
      annual or special meeting of stockholders of the Company, (B) make any
      offer or proposal (with or without conditions) with respect to a merger,
      acquisition, recapitalization, restructuring, disposition or other
      business combination involving Starboard and the Company, or encourage,
      initiate or support any other third party in any such related activity
      or (C) make any public communication in opposition to any Company
      acquisition or disposition activity approved by the Board;
    

    
      (vi)  seek, alone or in concert with others, representation on the
      Board, except as specifically contemplated in Section 1;
    

    
      (vii)  seek to advise, encourage, support or influence any person with
      respect to the voting or disposition of any securities of the Company at
      any annual or special meeting of stockholders, except in accordance with
      Section 1; or
    

    
      (viii)  make any request or submit any proposal to amend the terms of
      this Agreement other than through non-public communications with the
      Company that would not be reasonably determined to trigger public
      disclosure obligations for any Party.
    

    
         (b)  Except as expressly provided in Section 1 or Section 2(a), each
      member of Starboard shall be entitled to:
    

    
       (i)  vote their shares on any other proposal duly brought before the
      2013 Annual Meeting, or otherwise vote as each member of Starboard
      determines in its sole discretion; or
    

    
      (ii)  disclose, publicly or otherwise, how it intends to vote or act
      with respect to any securities of the Company, any stockholder proposal
      or other matter to be voted on by the stockholders of the Company and
      the reasons therefore; provided that, as applicable, all such activity
      is in compliance with the requirements of this Agreement.
    

    
      3.  Representations and Warranties of the Company.
    

    
      The Company represents and warrants to Starboard that (a) the Company
      has the corporate power and authority to execute this Agreement and to
      bind it thereto, (b) this Agreement has been duly and validly
      authorized, executed and delivered by the Company, constitutes a valid
      and binding obligation and agreement of the Company, and is enforceable
      against the Company in accordance with its terms, except as enforcement
      thereof may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent conveyance or similar laws
      generally affecting the rights of creditors and subject to general
      equity principles, (c) the execution, delivery and performance of this
      Agreement by the Company does not and will not violate or conflict with
      (i) any law, rule, regulation, order, judgment or decree applicable to
      the Company, or (ii) result in any breach or violation of or constitute
      a default (or an event which with notice or lapse of time or both could
      constitute such a breach, violation or default) under or pursuant to, or
      result in the loss of a material benefit under, or give any right of
      termination, amendment, acceleration or cancellation of, any
      organizational document, agreement, contract, commitment, understanding
      or arrangement to which the Company is a party or by which it is bound,
      and (d) the Company has dissolved the Executive Committee of the Board.
    

    

    

    
      
        

        

      

      
        
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      4.  Representations and Warranties of Starboard.
    

    
      Starboard represents and warrants to the Company that (a) the authorized
      signatory of Starboard set forth on the signature page hereto has the
      power and authority to execute this Agreement and any other documents or
      agreements to be entered into in connection with this Agreement and to
      bind it thereto, (b) this Agreement has been duly authorized, executed
      and delivered by Starboard, and is a valid and binding obligation of
      Starboard, enforceable against Starboard in accordance with its terms,
      except as enforcement thereof may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, fraudulent conveyance or similar
      laws generally affecting the rights of creditors and subject to general
      equity principles, (c) the execution of this Agreement, the consummation
      of any of the transactions contemplated hereby, and the fulfillment of
      the terms hereof, in each case in accordance with the terms hereof, will
      not conflict with, or result in a breach or violation of the
      organizational documents of Starboard as currently in effect, (d) the
      execution, delivery and performance of this Agreement by Starboard does
      not and will not violate or conflict with (i) any law, rule, regulation,
      order, judgment or decree applicable to Starboard, or (ii) result in any
      breach or violation of or constitute a default (or an event which with
      notice or lapse of time or both could constitute such a breach,
      violation or default) under or pursuant to, or result in the loss of a
      material benefit under, or give any right of termination, amendment,
      acceleration or cancellation of, any organizational document, agreement,
      contract, commitment, understanding or arrangement to which such member
      is a party or by which it is bound, and (e) as of the date of this
      Agreement, (i) Starboard is deemed to beneficially own in the aggregate
      four million nine hundred sixty-five thousand (4,965,000) shares of
      Common Stock and (ii) Starboard does not currently have, and does not
      currently have any right to acquire, any interest in any other
      securities of the Company (or any rights, options or other securities
      convertible into or exercisable or exchangeable (whether or not
      convertible, exercisable or exchangeable immediately or only after the
      passage of time or the occurrence of a specified event) for such
      securities or any obligations measured by the price or value of any
      securities of the Company or any of its Affiliates, including any swaps
      or other derivative arrangements designed to produce economic benefits
      and risks that correspond to the ownership of Common Stock, whether or
      not any of the foregoing would give rise to beneficial ownership (as
      determined under Rule 13d-3 promulgated under the Exchange Act), and
      whether or not to be settled by delivery of Common Stock, payment of
      cash or by other consideration, and without regard to any short position
      under any such contract or arrangement).
    

    

    

    
      
        

        

      

      
        
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      5.  Press Release.
    

    
      Promptly following the execution of this Agreement, the Company and
      Starboard shall jointly issue a mutually agreeable press release (the “Mutual
      Press Release”) announcing certain terms of this Agreement, in the
      form attached hereto as Exhibit B.  Prior to the issuance of the
      Mutual Press Release, neither the Company nor Starboard shall issue any
      press release or public announcement regarding this Agreement without
      the prior written consent of the other Party.  Until the 2013 Annual
      Meeting, neither the Company nor Starboard or the Starboard Appointee
      shall make any public announcement or statement that is inconsistent
      with or contrary to the statements made in the Mutual Press Release,
      except as required by law or the rules of any stock exchange or with the
      prior written consent of the other Party.
    

    
      6.  Specific Performance.
    

    
      Each of Starboard, on the one hand, and the Company, on the other hand,
      acknowledges and agrees that irreparable injury to the other party
      hereto would occur in the event any of the provisions of this Agreement
      were not performed in accordance with their specific terms or were
      otherwise breached and that such injury would not be adequately
      compensable by the remedies available at law (including the payment of
      money damages).  It is accordingly agreed that Starboard, on the one
      hand, and the Company, on the other hand (the “Moving Party”),
      shall each be entitled to specific enforcement of, and injunctive relief
      to prevent any violation of, the terms hereof, and the other party
      hereto will not take action, directly or indirectly, in opposition to
      the Moving Party seeking such relief on the grounds that any other
      remedy or relief is available at law or in equity.  This Section 6 is
      not the exclusive remedy for any violation of this Agreement.
    

    
      7.  Expenses.
    

    
      The Company shall reimburse Starboard for its reasonable, documented
      out-of-pocket fees and expenses (including legal expenses) incurred in
      connection with the matters related to the 2013 Annual Meeting, the
      filing of a Schedule 13D amendment in connection with this Agreement and
      the negotiation and execution of this Agreement, provided that such
      reimbursement shall not exceed Fifty Thousand dollars ($50,000) in the
      aggregate.
    

    
      8.  Severability.
    

    
      If any term, provision, covenant or restriction of this Agreement is
      held by a court of competent jurisdiction to be invalid, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions of this Agreement shall remain in full force and effect and
      shall in no way be affected, impaired or invalidated.  It is hereby
      stipulated and declared to be the intention of the Parties that the
      Parties would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such which may be hereafter
      declared invalid, void or unenforceable.  In addition, the Parties agree
      to use their best efforts to agree upon and substitute a valid and
      enforceable term, provision, covenant or restriction for any of such
      that is held invalid, void or enforceable by a court of competent
      jurisdiction.
    

    

    

    
      
        

        

      

      
        
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      9.  Notices.
    

    
      Any notices, consents, determinations, waivers or other communications
      required or permitted to be given under the terms of this Agreement must
      be in writing and will be deemed to have been delivered:  (i) upon
      receipt, when delivered personally; (ii) upon receipt, when sent by
      facsimile (provided confirmation of transmission is mechanically or
      electronically generated and kept on file by the sending party); or
      (iii) one business day after deposit with a nationally recognized
      overnight delivery service, in each case properly addressed to the party
      to receive the same.  The addresses and facsimile numbers for such
      communications shall be:
    


    	
          
            If to the Company:
          

        
	
           
        
	
           
        	
           
        	
          Calgon Carbon Corporation
        
	

        	

        	
          500 Calgon Carbon Drive
        
	

        	

        	
          Pittsburgh, Pennsylvania 15205
        
	

        	

        	
          Attention: Randall S. Dearth
        
	

        	

        	
          
            Richard D. Rose, Esq.
          

        
	

        	

        	
          Telephone: (412) 787-6725
        
	

        	

        	
          Facsimile: (412) 787-4774
        
	

        	

        	
           
        
	
          with a copy (which shall not constitute notice) to:
        
	

        	

        	
           
        
	

        	

        	
          Jones Day
        
	

        	

        	
          901 Lakeside Avenue
        
	

        	

        	
          Cleveland, Ohio 44114-1190
        
	

        	

        	
          Attention: Lyle G. Ganske, Esq.
        
	
          
             
          

        	

        	
          
            Telephone: (216) 586-7264
          

        
	

        	

        	
          Facsimile: (216) 579-0212
        
	

        	

        	
           
        
	

        	

        	
          500 Grant Street, Suite 4500
        
	

        	

        	
          Pittsburgh, Pennsylvania 15219
        
	

        	

        	
          Attention: David A. Grubman, Esq.
        
	

        	

        	
          Telephone: (412) 394-7223
        
	

        	

        	
          Facsimile: (412) 394-7959
        
	

        	

        	
           
        
	
          If to Starboard or any member thereof:
        
	

        	

        	
           
        
	

        	

        	
          Starboard Value LP
        
	

        	

        	
          599 Lexington Avenue, 19th Floor
        
	

        	

        	
          New York, New York 10022
        
	

        	

        	
          Attention: Jeffrey C. Smith
        
	

        	

        	
          Telephone: (212) 845-7955
        
	

        	

        	
          Facsimile: (212) 845-7988
        
	

        	

        	
           
        
	
          with a copy (which shall not constitute notice) to:
        
	

        	

        	
           
        
	

        	

        	
          Olshan Frome Wolosky LLP
        
	

        	

        	
          Park Avenue Tower
        
	

        	

        	
          65 East 55th Street
        
	

        	

        	
          New York, New York 10022
        
	

        	

        	
          Attention: Steve Wolosky, Esq.
        
	

        	

        	
          Telephone: (212) 451-2333
        
	

        	

        	
          Facsimile: (212) 451-2222
        


    

    

    

    
      
        

        

      

      
        
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      10.  Applicable Law.
    

    
      This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of Delaware without reference to
      the conflict of laws principles thereof.  Each of the Parties hereto
      irrevocably agrees that any legal action or proceeding with respect to
      this Agreement and the rights and obligations arising hereunder, or for
      recognition and enforcement of any judgment in respect of this Agreement
      and the rights and obligations arising hereunder brought by the other
      party hereto or its successors or assigns, shall be brought and
      determined exclusively in the Delaware Court of Chancery and any state
      appellate court therefrom within the State of Delaware (or, if the
      Delaware Court of Chancery declines to accept jurisdiction over a
      particular matter, any state or federal court within the State of
      Delaware).  Each of the Parties hereto hereby irrevocably submits, with
      regard to any such action or proceeding for itself and in respect of its
      property, generally and unconditionally, to the personal jurisdiction of
      the aforesaid courts and agrees that it will not bring any action
      relating to this Agreement in any court other than the aforesaid
      courts.  Each of the Parties hereto hereby irrevocably waives, and
      agrees not to assert in any action or proceeding with respect to this
      Agreement, (i) any claim that it is not personally subject to the
      jurisdiction of the above-named courts for any reason, (ii) any claim
      that it or its property is exempt or immune from jurisdiction of any
      such court or from any legal process commenced in such courts (whether
      through service of notice, attachment prior to judgment, attachment in
      aid of execution of judgment, execution of judgment or otherwise) and
      (iii) to the fullest extent permitted by applicable legal requirements,
      any claim that (A) the suit, action or proceeding in such court is
      brought in an inconvenient forum, (B) the venue of such suit, action or
      proceeding is improper or (C) this Agreement, or the subject matter
      hereof, may not be enforced in or by such courts.
    

    
      11.  Counterparts.
    

    
      This Agreement may be executed in two or more counterparts, each of
      which shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each of the Parties and
      delivered to the other Party (including by means of electronic delivery
      or facsimile).
    

    
      12.  Entire Agreement; Amendment and Waiver; Successors and
      Assigns; Third Party Beneficiaries.
    

    
      This Agreement contains the entire understanding of the Parties hereto
      with respect to its subject matter.  There are no restrictions,
      agreements, promises, representations, warranties, covenants or
      undertakings between the Parties other than those expressly set forth
      herein.  No modifications of this Agreement can be made except in
      writing signed by an authorized representative of each the Company and
      Starboard, except that the signature of an authorized representative of
      the Company will not be required to permit an Affiliate of Starboard to
      agree to be listed on Exhibit A and be bound by the terms and
      conditions of this Agreement.  No failure on the part of any party to
      exercise, and no delay in exercising, any right, power or remedy
      hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of such right, power or remedy by such party preclude
      any other or further exercise thereof or the exercise of any other
      right, power or remedy.  All remedies hereunder are cumulative and are
      not exclusive of any other remedies provided by law.  The terms and
      conditions of this Agreement shall be binding upon, inure to the benefit
      of, and be enforceable by the Parties hereto and their respective
      successors, heirs, executors, legal representatives, and permitted
      assigns.  No party shall assign this Agreement or any rights or
      obligations hereunder without, with respect to any member of Starboard,
      the prior written consent of the Company, and with respect to the
      Company, the prior written consent of Starboard.  This Agreement is
      solely for the benefit of the Parties hereto and is not enforceable by
      any other persons.
    

    

    

    
      
        

        

      

      
        
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      13.  Mutual Non-Disparagement.
    

    
      Subject to applicable law, each of the Parties covenants and agrees
      that, during the Standstill Period, or if earlier, until such time as
      the other Party or any of its agents, subsidiaries, affiliates,
      successors, assigns, officers, key employees or directors shall have
      breached this Section, neither it nor any of its respective agents,
      subsidiaries, affiliates, successors, assigns, officers, key employees
      or directors, shall in any way publicly disparage, call into disrepute,
      or otherwise defame or slander the other Parties or such other Parties’
      subsidiaries, affiliates, successors, assigns, officers (including any
      current officer of a Party or a Parties’ subsidiaries who no longer
      serves in such capacity following the execution of this Agreement),
      directors (including any current director of a Party or a Parties’
      subsidiaries who no longer serves in such capacity following the
      execution of this Agreement), employees, stockholders, agents, attorneys
      or representatives, or any of their products or services, in any manner
      that would damage the business or reputation of such other Parties,
      their products or services or their subsidiaries, affiliates,
      successors, assigns, officers (or former officers), directors (or former
      directors), employees, stockholders, agents, attorneys or
      representatives.  For purposes of this Section 13, the
      Starboard Appointee shall not be deemed to be an agent, affiliate,
      officer, key employee or director of the Company or Starboard and no
      actions taken by any agent or other representative of a Party in any
      capacity other than as a representative of such Party shall be covered
      by this Agreement.
    

    
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          - 9 -
        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
      by the duly authorized signatories of the Parties as of the date hereof.
    


    	
           
        	
          CALGON CARBON CORPORATION
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
          By:
        	
          
            /s/ Randall S. Dearth
          

        
	
          
             
          

        	
          
            Name:
          

        	
          
            Randall S. Dearth
          

        
	

        	
          
            Title:
          

        	
          
            Chief Executive Officer
          

        


    

    

    

    
      

      


    


    	
          STARBOARD:
        	

        
	

        	
           
        
	
          STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
        	
          
            STARBOARD VALUE GP LLC
          

        
	
          
            By: Starboard Value LP, its investment manager
          

        	
          
            By: Starboard Principal Co LP, its member
          

        
	

        	
          
             
          

        
	
          
            STARBOARD VALUE AND OPPORTUNITY S LLC
          

        	
          
            STARBOARD PRINCIPAL CO LP
          

        
	
          
            By: Starboard Value LP, its manager
          

        	
          
            By: Starboard Principal Co GP LLC, its general partner
          

        
	

        	
          
             
          

        
	
          STARBOARD VALUE LP
        	
          
            STARBOARD PRINCIPAL CO GP LLC
          

        
	
          
            By: Starboard Value GP LLC, its general partner
          

        	

        


    

    
      

      


    


    	
           
        	
          
            By:
          

        	
          
            /s/ Jeffrey C. Smith
          

        
	

        	
          
            Name:
          

        	
          
            Jeffrey C. Smith
          

        
	

        	
          
            Title:
          

        	
          
            Authorized Signatory
          

        


    

    
      

      

      


    

    
      [Signature Page to Agreement]
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT A
    

    
      Starboard
    

    
      STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
STARBOARD VALUE AND
      OPPORTUNITY S LLC
STARBOARD VALUE LP
STARBOARD VALUE GP LLC
STARBOARD
      PRINCIPAL CO LP
STARBOARD PRINCIPAL CO GP LLC
JEFFREY C. SMITH
MARK
      R. MITCHELL
PETER A. FELD
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT B
    

    
      PRESS RELEASE