Exhibit 10.57
AMENDMENT TO THE
KOPPERS HOLDINGS INC. BENEFIT
RESTORATION PLAN
WHEREAS, Koppers Holdings Inc. (the
“Company”) sponsors the Benefit Restoration Plan for
the benefit of certain key employees;
WHEREAS, the Company has reserved
the right to amend the Plan in Section 7.1 of the Plan;
and
WHEREAS, the Company wishes to amend
the Plan to ensure compliance with the requirements of
Section 409A of the Internal Revenue Code and final the
Treasury Regulations issued thereunder.
NOW, THEREFORE, BE IT
RESOLVED, that the Plan shall be and
hereby is amended, effective January 1, 2009, as
follows:
1. Section 2.5 of the Plan is
amended in its entirety to read as follows:
2.5 Change in Control .
Change in Control means the first to occur of any of the following
events:
|
|
(a)
|
a
person, partnership, joint venture, corporation or other entity, or
two or more of any of the foregoing acting as a
“person” within the meaning of Sections 13(d)(3) of the
Securities Exchange Act of 1934 (the “Exchange Act”),
other than the Company, a majority-owned subsidiary of the Company
or an employee benefit plan of the Company or such subsidiary (or
such plan’s related trust), become(s) the “beneficial
owner” (as defined in Rule 13d-3 under the Act) of fifty
percent (50%) or more of the then outstanding voting stock of
the Company;
|
|
|
(b)
|
during
any 12-consecutive month period, individuals who at the beginning
of such period constitute the board of directors of the Company
(together with any new board member whose election by the
Company’s board or whose nomination for election by the
Company’s stockholders, was approved by a vote of at least
two-thirds of the board members then still in office who either
were board members at the beginning of such period or whose
election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the board members
then in office;
|
|
|
(c)
|
all
or substantially all of the business of the Company is disposed of
pursuant to a merger, consolidation or other transaction in which
the Company is not the surviving corporation or the Company
combines with another company and is the surviving corporation
(unless the Company’s stockholders immediately following such
merger, consolidation, combination, or other transaction
beneficially own, directly or indirectly, more than fift
|
