OTHER INFORMATION
−Removed: On November 2, 2020, the Management Development and Compensation Committee of the Board of Directors of Koppers Holdings Inc.
−Removed: (the “Company”) approved a one-time cash incentive payment in the aggregate amount of $3.0 million to participants in the 2020 Koppers Annual Incentive Plan.
−Removed: This one-time cash incentive is intended to not only recognize the successful completion of the sale of the Company’s 75-percent owned subsidiary, Koppers (Jiangsu) Carbon Chemical Company Limited (“KJCC”), on September 30, 2020, but also to recognize that annual incentive determinations in prior years were impacted by the understated pricing paid by KJCC’s largest customer in such prior years.
−Removed: As a result, the following one-time cash incentive payments were approved:
−Removed: Named Executive Officer
−Removed: One-Time Cash
−Removed: Incentive Payment
−Removed: President and Chief Executive Officer
−Removed: Chief Financial Officer
−Removed: Assistant to the President of Koppers Inc.
−Removed: Executive Vice President and Chief Operating Officer
−Removed: President, Performance Chemicals
−Removed: These one-time cash incentive payments will be made by the end of January 2021.
−Removed: Third Supplemental Indenture, dated as of August 20, 2020, among Koppers Utility Services LLC, the Issuer, Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee
−Removed: Fifth Amendment to Credit Agreement, dated as of August 28, 2020, by and among Koppers Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Assocation, as Administrative Agent
+Added: Not applicable.
+Added: Form of Change in Control Agreement entered into as of March 1, 2021 between the Company and the named Executive.
+Added: First Amendment to the Koppers Holdings Inc.
+Added: 2020 Long Term Incentive Plan (Incorporated by reference to Exhibit 99.2 to our Registration Statement on Form S-8 filed on May 7, 2021 (File No.
+Added: 333-255869)).
+Added: Amended and Restated Koppers Holdings Inc.
+Added: Employee Stock Purchase Plan (Incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed on May 7, 2021 (File No.
+Added: 333-255870)).
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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(R EGISTRANT )
−Removed: November 4, 2020
/s/ M ICHAEL J.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.