Directors' Fee Plan [1997] (2002)Full Document 

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                            CALGON CARBON CORPORATION
                            1997 DIRECTORS' FEE PLAN

                                    SECTION 1
                         PURPOSE; RESERVATION OF SHARES
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       The purposes of the 1997 Directors' Fee Plan (the "Plan") are to provide
each Director of Calgon Carbon Corporation (the "Corporation") who is not also
an employee of the Corporation or its Subsidiaries (a "Director") with payment
alternatives for retainer (but not meeting) fees payable for future services as
a member of the Board of Directors of the Corporation (hereinafter referred to
as the "Board") or as the Chairman of any committee thereof ("Director Fees")
and to increase the identification of interests between such Directors and the
stockholders of the Corporation by providing Directors the opportunity to elect
to receive payment of Director Fees in shares of Common Stock, par value $.01
per share, of the Corporation ("Common Stock"). For purposes of the Plan, the
term "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Corporation, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain. The aggregate number of shares of Common Stock
which may be issued under Current Stock Elections or credited to Deferred Stock
Compensation Accounts for subsequent issuance under the Plan is limited to
100,000 shares, subject to adjustment and substitution as set forth in Section
4(b).

                                    SECTION 2
                                   ELIGIBILITY
                                   -----------

       Any non-employee Director of the Corporation who is separately
compensated in the form of Director Fees for services on the Board or as the
Chairman of any committee of the Board shall be eligible to participate in the
Plan.

                                    SECTION 3
                            DIRECTOR FEES; ELECTIONS
                            ------------------------

       (a)  Payment Date. Director Fees shall be paid by the Corporation on the
twentieth day (or the next business day thereafter, if such day is not a
business day) after the annual meeting of the Corporation in each calendar year.
If a Director dies or otherwise ceases service as a Director prior to the
above-stated payment date, no such payment shall be made to the Director.

       (b)  Director Fee Payment Alternatives.  For each calendar year
beginning January 1, 1998, a Director may elect any one of the following
alternatives for the payment of Director Fees:

               (1)  to receive current payment in cash, on the date on which the
       Director Fees are payable, of all Director Fees in such calendar year;

               (2)  to receive current payment in shares of Common Stock, on the
       date on which the Director Fees are payable, of all Director Fees in such
       calendar year (a "Current Stock Election");

               (3)  to defer payment of all the Director Fees in such calendar
       year for subsequent payment in shares of Common Stock (a "Stock Deferral
       Election").


       (c)  Filing and Effectiveness of Elections. The election by a Director to
receive payment of Director Fees other than in cash on the date on which the
Director Fees are otherwise payable is made by filing with the Secretary of the
Corporation a Notice of Election in the form prescribed by the Corporation (an
"Election"). In order to be effective for any calendar year, an Election must be
received by the Secretary of the Corporation on or before December 31 of the
preceding calendar year, except that if a Director files a Notice of Election on
or before five days subsequent to the Director's initial election to the office
of Director, or any subsequent re-election if immediately prior thereto such
person was not serving as a Director, the Election shall be effective on the
date of filing with respect to Director Fees payable for any portion of the
calendar year which remains at the date of such filing. An Election may not be
modified or terminated after the beginning of a calendar year for which it is
effective. Unless modified or terminated by filing a new Notice of Election on
or before December 31 immediately preceding the calendar year for which such
modification or termination is effective, an Election shall be effective for and
apply to Director Fees payable for each subsequent calendar year. Director Fees
earned at any time for which an Election is not effective shall be paid in cash
on the date when the Director Fees are otherwise payable. Any Election shall
terminate on the date a Director ceases to be a member of the Board.

       (d)  Current Stock Elections. During the period a Current Stock Election
is effective, all Director Fees payable shall be paid by the issuance to the
Director of a number of whole shares of Common Stock equal to (x) the cash
amount of the Director Fees payable divided by (y) the Fair Market Value of one
share of the Common Stock, as defined in Section 10 hereof, on the date on which
such Director Fees are payable. Any amount of Director Fees which is not paid in
Common Stock on the date otherwise payable because less than the Fair Market
Value of a whole share shall be accumulated in cash without interest and added
to the amount used in computing the number of shares of Common Stock issuable on
the next succeeding date on which Director Fees are payable under the Current
Stock Election. Any such accumulated fractional amount remaining as of the
effective date of any termination of a Current Stock Election or of the
termination of the Plan shall be paid to the Director in cash on the next
succeeding date on which Director Fees would have been payable to the Director
under the Current Stock Election. The Corporation shall issue share certificates
to the Director for the shares of Common Stock acquired. As of the date on which
the Director Fees are payable in shares of Common Stock, the Director shall be a
stockholder of the Corporation with respect to such shares.

       (b)  Stock Deferral Elections. Director Fees deferred pursuant to a Stock
Deferral Election shall be deferred and paid as provided in Sections 4 and 5. A
Stock Deferral Election shall apply to all Director Fees otherwise payable with
respect to a calendar year, or portion thereof, for which such Stock Deferral
Election is effective.

                                    SECTION 4
                       DEFERRED STOCK COMPENSATION ACCOUNT
                       -----------------------------------

       (a)  General. The amount of any Director Fees deferred in accordance with
a Stock Deferral Election shall be credited to a deferred stock compensation
account maintained by the Corporation in the name of the Director (a "Deferred
Stock Compensation Account"). A separate Deferred Stock Compensation Account
shall be maintained for each calendar year for which a Director has elected a
different number of payment installments or as otherwise determined by the
Board. On each date on which Director Fees are otherwise payable and a Stock
Deferral Election is effective for a Director, the Director's Deferred Stock
Compensation Account for that calendar year shall be credited with a number of
shares of Common Stock (including fractional shares) equal to (x) the cash
amount of the Director Fees payable divided by (y) the Fair Market Value of one
share of the Common Stock, as defined in Section 10 hereof, on the date on which

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