Exhibit 10.46
KOPPERS HOLDINGS INC.
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT – TIME VESTING
RECITALS
NOW, THEREFORE, it is hereby agreed as follows:
AWARD SUMMARY
Award Date: | ____________ |
Number of Shares Subject to Award: | ____________ shares of Common Stock (the “Shares”) |
Vesting Schedule:
| 100% of the Shares shall vest upon Participant’s completion of a consecutive twenty-four (24)-month period of Service measured from the Award Date. However, one or more Shares may be subject to accelerated vesting in accordance with the provisions of Paragraph 5 of this Agreement. |
Issuance Schedule: | The Shares in which Participant vests in accordance with the foregoing Vesting Schedule shall become issuable upon the Issue Date. Except to the extent otherwise specified in Paragraph 5, the “Issue Date” with respect to any Shares shall be the date on which such Shares become vested pursuant to such Vesting Schedule or otherwise. The actual |
| issuance of the Shares shall be subject to the Corporation’s collection of all applicable Withholding Taxes and shall be effected on the applicable Issue Date or as soon as administratively practicable thereafter, but in no event later than the close of the calendar year in which such Issue Date occurs or (if later) the fifteenth (15th) day of the third (3rd) calendar month following such Issue Date. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 7 of this Agreement. |
Restrictive Covenants: | The Award is being made by the Corporation in consideration for the Participant’s services to the Corporation and its Affiliates and acceptance of, and agreement to be bound by, the terms, conditions and restrictions of the restrictive covenants set forth in Paragraph 9 of this Agreement, which acceptance and agreement shall be evidenced by the Participant’s execution of this Agreement. |
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Participant’s delivery of his or her separate check payable to the Corporation in the amount of such taxes, or
the use of the proceeds from a next-day sale of the Shares issued to Participant, provided and only if (i) such a sale is permissible under the Corporation’s trading policies governing the sale of Common Stock, (ii) Participant makes an irrevocable commitment, on or before the Issue Date for those Shares, to effect such sale of the Shares and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the Award Date indicated above.
KOPPERS HOLDINGS INC. | |
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By: |
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Title: |
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Participant: | |
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Signature: |
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APPENDIX A
DEFINITIONS
The following definitions shall be in effect under the Agreement:
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