Mr. Robert Cizik 8839 Harness Creek Lane Houston, TX 77024
Exhibit 10.1
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0000
Xxxxxxx Xxxxx Xxxx
Xxxxxxx,
XX 00000
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Dear
Xxx:
As
you
know, on October 15, 1999, you entered into a consulting agreement (the
“Consulting Agreement”) with Koppers Inc., a copy of which is attached hereto as
Exhibit
A,
whereby
you agreed to provide certain services to Koppers Inc. (as more specifically
described in the Consulting Agreement) and Koppers Inc. agreed to pay you
certain compensation for such services.
In
addition to the compensation set forth in the Consulting Contract, you have
been
receiving an annual retainer in the amount of $40,000 for your services as
a
Director of Koppers Holdings Inc. (“Koppers Holdings”) and an annual retainer of
$5,000 as the Chairman of Koppers Holdings’ Nominating and Corporate Governance
Committee.
The
Board
of Directors of Koppers Inc. at a meeting held on December 7, 2005 approved
the
termination of the Consulting Agreement. A copy of the resolutions approved
by
the Koppers Inc. Board of Directors with respect to the termination of the
Consulting Agreement is attached hereto as Exhibit
B.
The
Board
of Directors of Koppers Holdings at a meeting held on December 7, 2005 approved
an additional retainer which is payable to the Non-Executive Chairman of Koppers
Holdings. A copy of the resolutions approved by the Koppers Holdings Board
of
Directors with respect to the retainer for the Non-Executive Chairman is
attached hereto as Exhibit
C.
As
you
will recall, you were not privy to the discussions concerning the matters set
forth in Exhibits B and C and you did not participate in the vote to approve
such resolutions. The
effectiveness of the resolutions set forth in Exhibits B and C was not
conditioned on the consummation of an initial public offering of the stock
of
Koppers Holdings.
As
a
result of the approval of such resolutions, I am able to confirm the
following:
| 1. |
This
letter agreement shall constitute the “Termination Agreement” as defined
in Exhibit B;
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| 2. |
Koppers
Inc. and you hereby agree that the Consulting Agreement will terminate
effective January 1, 2006;
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| 3. |
On
December 31, 2005, the sum of $600,000 will be wired to an account
designated by you;
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| 4. |
You
agree to remain
as a Director of Koppers Holdings and Koppers Inc. for a period of
at
least two years from the date that you execute this letter agreement;
provided, however, that such service as a
Director shall be subject to the pleasure of the Board of Directors
and/or
the stockholders of Koppers Holdings and Koppers Inc., respectively;
and
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| 5. |
Nothing
contained in this letter agreement shall affect the
terms and conditions of any other agreements, arrangements or promissory
notes between Koppers Inc and you or between Koppers Holdings and
you.
Without limiting the generality of the foregoing, the promissory
note in
the amount of $600,000 from you to Koppers Inc (f/k/a Koppers Industries
Inc.), a copy of which is attached hereto as Exhibit
D,
shall remain outstanding and shall remain payable in accordance with
its
terms and conditions notwithstanding the execution of this letter
agreement.
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Compensation
of Non-Executive Chairman
| 1. |
Effective
January 1, 2006, as the Non-Executive Chairman of Koppers Holdings,
you
shall receive an annual retainer in the amount of $30,000. This amount
shall be in addition to any amounts which you may currently receive
as a
Director of Koppers Holdings or as Chairman of the Nominating and
Corporate Governance Committee of Koppers Holdings.
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| 2. |
No
amounts shall be payable to you for your service as a Director or
Non-Executive Chairman of Koppers Inc.
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Please
signify your agreement with the above by signing a copy of this letter in the
space provided below and returning it to the attention of the
undersigned.
KOPPERS
INC.
KOPPERS
HOLDINGS INC.
By:
_________________________
By:
_________________________
Xxxxxx X.
Xxxx
Xxxxxx
X.
Xxxx
Title:
SVP,
Administration
Title:
SVP, Administration
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This
____
day of December, 2005
_____________________________
Xxxxxx
Xxxxx
cc: X.
X.
Xxxxxx
-3-
Exhibit
A
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Koppers
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Koppers
Industries, Inc.
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Industries
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000
Xxxxxxx Xxxxxx
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Pittsburgh,
PA 15219-1800
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Xxxxxx
X. Xxxxxx
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Telephone:
(000) 000-0000
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President
and Chief Executive Officer
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Fax
(000) 000-0000
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xxxxxx_xxxxxx@xxxxxxx.xxx
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October
15, 1999
Xxxxxx
Xxxxx
Xxxxx
Interests
600
Travis, Suite 3628
Houston,
Texas 77002
Dear
Bob:
This
letter agreement (the “Agreement”) outlines the terms relating to your
involvement with Koppers Industries, Inc. (“Koppers” or the
“Company”).
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Title:
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Member
of the Board of Directors & Senior Advisor (January 1, 1999 to
June 30, 1999)
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Scope
of
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Retention:
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The
Company hereby retains you to perform the following services:
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(a)
advise the Company’s Board of Directors and its management with respect
to, and to provide leadership and oversight in connection with,
the
establishment and execution of strategic and tactical business
plans,
operating and management policies, and acquisition strategies
and
opportunities to help position the Company for the future.
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(b)
provide any other advice, service and consultations as you and
the Company
may mutually agree upon from time to time, subject to your reasonable
and
convenient availability.
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Compensation:
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(a)
Monthly compensation at the rate of $12,500 per month beginning
January 1, 1999 and lasting for the period you continue to serve as
Chairman of the Board of Directors.
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(b)
Applicable director fee per annum.
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(c)
35,294 shares purchased at $17.00 per share, under a 5-year vesting
schedule, financed by a 10-year note.
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Term:
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This
Agreement shall be effective as of January 1, 1999 and shall continue
for the period in which you continue to serve as Non-Executive
Chairman of
the Board of Directors of the Company.
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Investment:
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You
will have the option to make an initial investment of $340,000
to purchase
20,000 shares of Koppers’ common stock at $17.00 per share.
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Expense
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Reimbursement:
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Reimbursement
of all reasonable out-of-pocket expenses including (a) reimbursement
of
first class travel expenses and (b) reimbursement of overnight
stays in
New York City at the applicable rate for a suite at the Carlisle
Hotel in
Manhattan (currently $550 per night).
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Termination:
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In
the event that you are no longer Non-Executive Chairman of the
Board of
Directors, you will be entitled to a $75,000 lump sum payment
for
consulting services provided to the Company for a six-month period.
At the
end of said six-month period, your employment with the Company
shall
terminate and no other compensation shall be due or payable.
All shares
owned by you will be repurchased as provided in the Shareholders
Agreement
dated December 1, 1997.
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Confidentiality:
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You
agree to maintain all information related to the Company in confidence
and
not to divulge any confidential information to any third party
without the
prior consent of the Company.
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Indemnification:
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The
Company will indemnify you for any actions taken by you in the
performance
of your duties so long as gross negligence was not involved.
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Should
the above meet with your approved please be kind enough to sign and return
a
copy of this letter to me.
Sincerely,
Xxxxxx
X.
Xxxxxx
Chief
Executive Officer
Accepted
& Agreed to:
Xxxxxx
Xxxxx
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EXHIBIT
B
Resolutions
of the Board of Directors of Koppers Inc.
Approving
Termination of Consulting Agreement
December
7, 2005
WHEREAS,
the
Company and Xxxxxx Xxxxx are parties to a letter agreement dated October 15,
1999 relating to Xx. Xxxxx’x involvement with the Company (the “Consulting
Agreement”); and
WHEREAS,
on
November 10, 2005, the Board of Directors of the Company passed resolutions
with
respect to the termination of the Consulting Contract (the “November 10
Resolutions”); and
WHEREAS,
the
Board of Directors desires to revoke the November 10 Resolutions;
and
WHEREAS
the
Board of Directors desires to approve certain additional provisions with respect
to the termination of the Consulting Contract;
NOW,
THEREFORE, BE IT:
RESOLVED,
that
the November 10 Resolutions be, and they hereby are, revoked in their entirety;
and
FURTHER
RESOLVED,
that
the Company be, and it hereby is, authorized and empowered to enter into and
any
officer or officers of the Company be, and each individually hereby is,
authorized and empowered to execute, in the name and on behalf of the Company,
and to deliver to Xxxxxx Xxxxx, when so executed, an agreement terminating
the
Consulting Agreement (the “Termination Agreement”) in such form as the officer
or officers executing it shall approve as necessary or desirable, such approval
to be conclusively established by their execution thereof, and to perform,
in
the name and on behalf of the Company, all of the Company’s agreements and
obligations under the Termination Agreement; and
FURTHER
RESOLVED,
that in
consideration of Xx. Xxxxx’x execution of the Termination Agreement, the Company
be, and it hereby is, authorized to pay to Xx. Xxxxx the sum of $600,000,
provided that Xx. Xxxxx shall agree to remain as Director of the Company for
a
period of at least two years (subject to the pleasure of the Board of Directors
and/or the stockholders of the Company); and
FURTHER
RESOLVED,
that
any person dealing with any officer or officers of the Company in connection
with any of the foregoing matters shall be conclusively entitled to rely upon
the authority of such officer and by his or her execution of any document,
agreement or
instrument,
the same shall be a valid and binding obligation of the Company enforceable
in
accordance with its terms.
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EXHIBIT
C
Resolution
of the
Board of Directors of Koppers Holdings Inc.
Approving
Compensation of Non-Executive Chairman
December
7, 2005
Whereas,
on
November 10, 2005, the Board of Directors of the Company passed a
resolution with respect to the compensation of the Company’s Non-Executive
Chairman (the “November 10 Resolution”); and
Whereas,
the
Board of Directors desires to revoke the November 10 Resolution;
and
Whereas,
the
Board of Directors desires to approve certain changes to the compensation of
the
Non-Executive Chairman.
NOW,
THEREFORE, BE IT:
RESOLVED,
that
the November 10 Resolution be, and it hereby is, revoked in its entirety;
and
FURTHER
RESOLVED,
that
effective January 1, 2006, the Company’s Non-Executive Chairman be paid an
annual retainer in the amount of $30,000 in addition to any other retainers
to
which the Non-Executive Chairman shall be entitled as either a Director of
the
Company or as Chairman of the Company’s Nominating and Corporate Governance
Committee.
EXHIBIT
D
PROMISSORY
NOTE
$600,000
October
15, 1999
FOR
VALUE
RECEIVED, the undersigned, XXXXXX XXXXX (“Borrower”), HEREBY PROMISES TO PAY to
the order of KOPPERS INDUSTRIES, INC., a Pennsylvania corporation (“Lender”),
the principal sum of SIX HUNDRED THOUSAND DOLLARS ($600,000) (the “Principal
Amount”) upon the terms and conditions contained herein:
1.
Maturity
Date.
The
entire unpaid Principal Amount (together with any accrued but unpaid interest
thereon) under this Note shall be due and payable upon the first to occur of
(a)
August , 2009 or (b) the date that Borrower
sells, transfers or otherwise disposes of the beneficial ownership of the shares
of common stock of the Lender (the “Shares”) purchased with the proceeds of this
note (the “Maturity Date”).
2.
Interest
Rate.
No
interest will accrue on the unpaid Principal Amount of this Note from the date
upon which the Borrower receives such Principal Amount until such Principal
Amount is paid in full, provided
that the
Borrower remains as the Non-Executive Chairman of the Lender. In the event
that
Xxxxxxxx relinquishes the role of Non-Executive Chairman of the Lender,
Xxxxxxxx, in his discretion, may elect to repay this Note in either of the
following manners:
(a)
Borrower may repay the outstanding Principal Amount in its entirety at that
time; or
(b)
Borrower may repay the outstanding Principal Amount on or before the Maturity
Date with interest beginning to accrue on the date Borrower relinquishes the
role of Non-Executive Chairman of Lender, at the applicable federal rate
published in accordance with Section 1274 of the Internal Revenue Code of 1986,
as amended.
3.
Limited
Recourse.
Borrower shall be personally liable for payment of thirty percent (30%) of
the
Principal Amount and any interest thereon (the “Recourse Amount”). Borrower
shall not be personally liable for payment of the remaining seventy percent
(70%) of the Principal Amount (the “Nonrecourse Amount”). In the event of a
failure by Borrower to pay any portion of the Nonrecourse Amount, Lender will
look solely to the Shares given to secure payment of this Note. The foregoing
limitation of liability shall not impair or otherwise affect the validity or
enforceability of (a) the debt evidenced by the Note or (b) Xxxxxx’s liens,
security interests, rights and remedies with respect to the Shares.
4.
Manner
and Place of Payments.
All
amounts due and payable by the Borrower to the Lender under this Note shall
be
paid in lawful money of the United States of America at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx, 00000, or at such other place as the Lender may from
time to time designate in writing.
5.
Prepayment.
The
Borrower may, at any time prior to the Maturity Date, prepay all or any part
of
the Principal Amount without penalty.
6.
Waivers.
The
Borrower and all parties becoming a party to this Note, or any endorser or
guarantor of this Note, expressly waive demand, presentment for payment,
protest, and notice of dishonor.
7.
Successors
and Assigns; Amendment.
The
provisions of this Note shall bind Xxxxxxxx and his successors and assigns
and
inure to the benefit of Xxxxxx and its successors and assigns. This Note may
not
be changed, amended, modified or discharged orally, but only by an instrument
signed by Xxxxxxxx and Lender.
8.
Notices.
All
notices required or permitted by this Note shall be in writing and shall be
deemed to have been duly given when delivered against receipt, or deposited
in
the United States mails, registered mail, postage prepaid, return receipt
requested, addressed to the Borrower at his address as it appears on the records
of the Lender and addressed to the Lender at its principal place of business.
Either party may change the address to which notices are to be sent by giving
notice of such change of address in conformity with the foregoing
provision.
9.
Rights
and Remedies: Non-Waiver.
Each
right, power and remedy of the Lender under this Note or under applicable law
shall be cumulative and concurrent and the exercise of any one or more of them
shall not preclude the simultaneous or later exercise by the Lender of any
or
all such other rights, powers or remedies. No failure or delay by the Lender
to
insist upon the strict performance of any one or more provisions of this Note,
or to exercise any right, power or remedy consequent upon a breach of or default
under this Note shall constitute a waiver of performance or preclude the Lender
from exercising any such right, power or remedy.
10.
Governing
Law.
This
Note shall be governed, construed and enforced in strict accordance with the
laws of the Commonwealth of Pennsylvania without regard to any conflicts of
laws
principles which would cause the substantive law of another jurisdiction to
apply. Borrower hereby consents to the jurisdiction of the courts of the
Commonwealth of Pennsylvania and agrees that venue shall be proper in any county
within the Commonwealth of Pennsylvania.
IN
WITNESS WHEREOF, Xxxxxxxx has executed and delivered this Note as of the day
and
year first written above.
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WITNESS:
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BORROWER:
______________________________________
XXXXXX
XXXXX
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