EXHIBIT 10.14
GRAFTECH INTERNATIONAL LTD.
1996 MID-MANAGEMENT EQUITY INCENTIVE PLAN
This 1996 Mid-Management Equity Incentive Plan was originally
adopted by the Board of Directors of GrafTech International Ltd. (formerly, UCAR
International Inc.) as of February 6, 1996. It was subsequently amended. This
document restates the Plan as amended (including amendments to eliminate
provisions which are no longer operative or which have been adopted concurrently
with this restatement) through July 31, 2003.
1. PURPOSES.
The purposes of the GrafTech International Ltd. 1996
Mid-Management Equity Incentive Plan (the "Plan") are to: advance the interests
of GrafTech International Ltd. ("GrafTech") and its stockholders by providing
incentives and rewards to those mid-management employees who are in a position
to contribute to the long-term growth and profitability of GrafTech and its
subsidiaries and owned affiliates (collectively, the "Company"); assist the
Company in attracting, retaining and motivating highly qualified employees; make
the Company's compensation program competitive with those of other major
employers; and allow the Company to use equity to compensate certain
consultants, advisers and other non-employees of the Company and its
Subsidiaries for services rendered to the Company or its Subsidiaries.
2. DEFINITIONS AND INTERPRETATION.
2.1 "Award" means an award or grant made to a Participant under the
Plan.
2.2 "Award Agreement" means the agreement provided in connection with
an Award under the Plan.
2.3 "Award Date" means the date that an Award is made, as specified in
the relevant Award Agreement.
2.4 "Board" means the Board of Directors of GrafTech.
2.5 "Change in Control" means the occurrence of any of the following
events:
(i) any "person" or "group" within the meaning of Section 13(d)
or 14(d)(2) of the Exchange Act becomes the beneficial owner of 15% or
more of the then outstanding Common Stock or 15% or more of the then
outstanding voting securities of GrafTech;
(ii) any "person" or "group" within the meaning of Section 13(d)
or 14(d)(2) of the Exchange Act acquires by proxy or otherwise the
right to vote on any matter or question with respect to 15% or more of
the then outstanding Common Stock or 15% or more of the combined
voting power of the then outstanding voting securities of GrafTech;
(iii) Present Directors and New Directors cease for any reason to
constitute a majority of the Board (and, for purposes of this clause
(iii), "Present Directors" shall mean individuals who at the beginning
of any consecutive twenty-four month period were members of the Board
and "New Directors" shall mean individuals whose election by the Board
or whose nomination for election as directors by GrafTech's
stockholders was approved by a vote of at least two-thirds of the
directors then in office who were Present Directors or New Directors);
(iv) the stockholders of GrafTech approve a plan of complete
liquidation or dissolution of GrafTech; or
(v) consummation of:
(x) a reorganization, restructuring, recapitalization,
reincorporation, merger or consolidation of GrafTech (a
"Business Combination") unless, following such Business
Combination, (a) all or substantially all of the individuals
and entities who were the beneficial owners of the Common
Stock and the voting securities of GrafTech outstanding
immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the common
equity securities and the combined voting power of the
voting securities of the corporation or other entity
resulting from such Business Combination outstanding after
such Business Combination (including, without limitation, a
corporation or other entity which as a result of such
Business Combination owns GrafTech or all or substantially
all of the assets of GrafTech or the Company either directly
or through one or more subsidiaries) in substantially the
same proportions as their ownership immediately prior to
such Business Combination of outstanding Common Stock and
the combined voting power of the outstanding voting
securities of GrafTech, respectively, (b) no "person" or
"group" within the meaning of Section 13(d) or 14(d)(2) of
the Exchange Act (excluding (1) any corporation or other
entity resulting from such Business Combination and (2) any
employee benefit plan (or related trust) of the Company or
any corporation or other entity resulting from such Business
Combination) beneficially owns 15% or more of the common
equity securities or 15% or more of the combined voting
power of the voting securities of the corporation or other
entity resulting from such Business Combination outstanding
after such Business Combination, except to the extent that
such beneficial ownership existed prior to such Business
Combination with respect to the Common Stock and the voting
securities of GrafTech, and (c) at least a majority of the
members of the board of directors (or similar governing
body) of the corporation or other entity resulting from such
Business Combination were members of the Board at the time
of the execution of the initial agreement providing for such
Business Combination or at the time of the action of the
Board approving such Business Combination, whichever is
earlier; or
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(y) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all of the assets of GrafTech or the Company,
whether held directly or indirectly through one or more
subsidiaries (excluding any pledge, mortgage, grant of
security interest, sale-leaseback or similar transaction,
but including any foreclosure sale), provided, that, for
purposes of clauses (v) (x) and (v) (y) above, the
divestiture of less than substantially all of the assets of
GrafTech or the Company in one transaction or a series of
related transactions, whether effected by sale, lease,
exchange, spin-off, sale of stock of or merger or
consolidation of a subsidiary, transfer or otherwise, shall
not constitute a Change in Control.
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur pursuant to clause (i) or (ii) above, solely because 15% or
more of the then outstanding Common Stock or the then outstanding voting
securities of GrafTech is or becomes beneficially owned or is directly or
indirectly held or acquired by one or more employee benefit plans (or related
trusts) maintained by the Company.
For purposes hereof, references to "beneficial owner" and
correlative phrases shall have the same definition as set forth in Rule 13d-3
under the Exchange Act (except that ownership by underwriters for purposes of a
distribution or offering shall not be deemed to be "beneficial ownership") and
references to the Exchange Act or rules and regulations thereunder shall mean
those in effect on June 29, 2000.
2.6 "Chief Executive Officer" means the Chief Executive Officer of
GrafTech (or, if there is no such Chief Executive Officer then serving, the
President of GrafTech) or his designee.
2.7 "Code" or "Internal Revenue Code" means the Internal Revenue Code
of 1986, as amended, and any successor statute.
2.8 "Committee" means the Organization, Compensation and Pension
Committee of the Board.
2.9 "Common Stock" means the common stock of GrafTech.
2.10 "Disability" means a Participant's inability to engage in any
substantial gainful activity because of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted,
or can be expected to last, for a continuous period of 6 months or longer.
2.11 "Dividend Equivalent" means an amount in cash equal to the amount
of the cash dividends and distributions that are declared in respect of a number
of outstanding shares of Common Stock equal to the number of shares of Common
Stock covered by the Stock Equivalent Units to which such Dividend Equivalents
relate during the period beginning on the day after the Award Date of such Stock
Equivalent Units and ending on the Settlement Date of such Stock Equivalent
Units.
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2.12 "Employee" means an employee of the Company who is not a member
of the Board.
2.13 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.14 "Market Price" means, as of any date, the mean of the high and
low prices of a share of Common Stock as reported by the principal national
securities exchange on which the Common Stock is listed (or, if not listed on
any national securities exchange, as reported by the principal inter-dealer
quotation system on which the Common Stock is traded) on such date (or on the
next preceding day on which the Common Stock was traded on such exchange or
system).
2.15 "Non-Employee" means any consultant, adviser or other
non-employee of the Company or any of its Subsidiaries who is specifically
identified by the Board or the Committee.
2.16 "Option Price" or "Exercise Price" means the amount that a
Participant must pay to exercise an Option with respect to one share of Common
Stock subject to such Option.
2.17 "Other Award" means, with respect to any Participant, (a) any
award or right that is valued or measured in whole or in part by reference to,
or is otherwise based on, Common Stock, including an award of shares of Common
Stock (other than (i) an award of a Stock Option, Stock Appreciation Right,
Restricted Stock, Stock Equivalent Unit, Dividend Equivalent, Performance Unit
or Restricted Matching Stock or (ii) an "incentive stock option" within the
meaning of Section 422 of the Code or any successor provision) and (b) any award
issued in respect of any Other Award referred to in clause (a) above by way of
distribution or in connection with a merger, consolidation, reorganization,
recapitalization or similar event. Other Awards permitted under the Plan shall
include, without limitation, (a) phantom stock, stock units, performance shares,
stock options and restricted shares of Common Stock with terms different than
those specified herein for an award of a Stock Option, Stock Appreciation Right,
Restricted Stock, Stock Equivalent Unit, Dividend Equivalent, Performance Unit
or Restricted Matching Stock, and unrestricted shares of Common Stock and (b)
awards and rights with respect to compensation previously earned or accrued.
2.18 "Performance Unit" means an Award that entitles the Participant
to receive on the relevant Settlement Date a payment based on the attainment,
over a specified period, of individual performance targets or other parameters.
2.19 "Retirement" means retirement from employment by the Company with
the right to receive immediately a non-actuarially reduced pension from the
Company.
2.20 "Restricted Matching Stock" means Restricted Stock granted to a
Participant pursuant to Section 13.
2.21 "Restricted Stock" means an Award to a Participant of a specified
number of shares of Common Stock subject to specified restrictions.
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2.22 "Settlement Date" means: (i) with respect to any Stock Option
that has been exercised in whole or in part, the date upon which shares of Stock
are to be delivered to the Participant and the Option Price therefor paid; (ii)
with respect to any SARs that have been exercised, the date upon which cash or
shares of Stock are to be paid or delivered to the Participant, as the case may
be; (iii) with respect to Performance Units, the date upon which cash or shares
of Stock are to be paid or delivered to the Participant, as the case may be;
(iv) with respect to Dividend Equivalents, the date upon which cash or an Award
of shares of Stock is to be paid or made to the Participant; (v) with respect to
Stock Equivalent Units, the date upon which cash is to be paid to the
Participant; or (vi) such other date as may be set forth in the relevant Award
Agreement, in each case determined in accordance with the terms of the relevant
Award Agreement.
2.23 "Stock Appreciation Right" or "SAR" means an Award that entitles
a Participant to receive on the relevant Settlement Date an amount in cash or
shares of Common Stock as described in Section 7.
2.24 "Stock Equivalent Unit" means an Award that entitles the
Participant to receive on the relevant Settlement Date an amount in cash equal
to the Market Price on such Settlement Date of a specified number of shares of
Common Stock.
2.25 "Stock Option" means an Award that entitles a Participant to
purchase up to a specified number of shares of Common Stock.
In addition, and notwithstanding anything contained in the Plan to the
contrary, in the event that any Award is made hereunder concurrently with an
award under any version of The GrafTech International Ltd. Management Stock
Incentive Plan (collectively, the "MSIP"), then the definitions and provisions
of the MSIP shall apply to and govern the Award made hereunder to the extent
necessary or appropriate for consistent administration and interpretation
thereof and consistency in benefits and obligations with respect thereto.
3. PARTICIPATION.
The participants in the Plan ("Participants") shall be (i)
those Employees serving in a managerial, administrative or professional position
who are selected to participate in the Plan by the Chief Executive Officer and
(ii) Non-Employees, except that directors of GrafTech and officers (as defined
in Rule 16a-1(f) under the Exchange Act) are not eligible for Awards under the
Plan.
4. ADMINISTRATION.
The Plan shall be administered by the Chief Executive Officer.
The Chief Executive Officer shall have full power to: (i) interpret the Plan;
(ii) select recipients of Awards; (iii) establish the terms and conditions of
Awards; (iv) establish administrative regulations to further the purposes of the
Plan; and (v) take any other action desirable or necessary to interpret or
implement properly the Plan. All decisions and acts of the Chief Executive
Officer shall be final and binding upon all Participants. The Chief Executive
Officer shall inform the Board or the Committee of any Awards made hereunder.
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5. AWARDS.
5.1 Types of Awards. Awards may be made in any or all of the following
forms: (i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted
Stock; (iv) Stock Equivalent Units; (v) Dividend Equivalents; (vi) Performance
Units; (vii) Restricted Matching Stock; or (viii) Other Awards.
5.2 Award Agreements. Each Award shall be made pursuant to an Award
Agreement between the Participant and GrafTech. An Award Agreement shall set
forth the terms and conditions for the relevant Award. Such terms and conditions
may include the term of the Award, any requirement of continued employment with
the Company and any provisions applicable in the event the termination of
employment of the Participant, any circumstances under which an Award shall be
forfeited or cancelled and GrafTech's authority to unilaterally or bilaterally
amend, modify, suspend, cancel or rescind any Award. The Award Agreements shall
be in such form as the Chief Executive Officer may approve from time to time.
5.3 Maximum Number of Shares Available. The total number of shares of
Common Stock as to which Awards may be made under the Plan shall not exceed
1,000,000 shares. If an Award expires unexercised or is forfeited, surrendered,
cancelled or settled in cash in lieu of shares of Common Stock, the shares of
Common Stock previously set aside for such Award shall be available for
distribution in connection with future Awards.
5.4 Adjustment in the Event of Recapitalization and Other Events. In
the event of any change in the outstanding shares of Common Stock by reason of
any stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change or in the
event of any special distribution to stockholders, the Chief Executive Officer
shall make such equitable adjustments in the number of shares and Option Prices
or Award Prices (as defined below in Section 7.3) applicable to Awards then
outstanding and in the number of shares which are available thereafter for
Awards under the Plan as the Chief Executive Officer shall determine are
necessary and appropriate. Any such adjustment shall be conclusive and binding
for all purposes of the Plan.
6. STOCK OPTIONS.
6.1 Grant of Award. Stock Options may be awarded to any Participant.
Except as otherwise provided below, Awards of Stock Options shall be subject to
such terms and conditions as are established by the Chief Executive Officer and
set forth in the relevant Award Agreement. No Stock Options shall constitute
incentive stock options within the meaning of Section 422 of the Code.
6.2 Option Price. The Option Price under each Stock Option shall be
specified in the relevant Award Agreement, but in no event shall the Option
Price be less than the Market Price on the relevant Award Date; provided,
however, that in the case of a Stock Option granted retroactively in tandem with
or as a substitution for another Award, the Option Price shall not be less than
100% of the Market Price on the Award Date of such other Award.
6.3 Terms of Option. A Stock Option shall have a duration of no longer
than 10 years and shall be exercisable only after the earliest of: (i) the
expiration of such period of
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time or satisfaction of such conditions as the Chief Executive Officer may
establish; (ii) the Participant's death; or (iii) a Change in Control. During a
Participant's lifetime, a Stock Option shall be exercisable only by the
Participant. A Stock Option shall be exercisable by a Participant only while the
Participant is in active employment with the Company, except: (a) in the case of
a Participant's death, Retirement or Disability; (b) during a three year period
commencing on the date of a Participant's termination of employment by the
Company other than for cause; (c) during a three year period commencing on the
date of termination of employment, by the Participant or the Company, after a
Change in Control, unless such termination of employment is for cause; (d) if
the Participant is a Non-Employee, in which case the Chief Executive Officer
shall determine the exercise period of the Stock Option; or (e) as otherwise
determined by the Chief Executive Officer in the best interest of the Company. A
Stock Option may not be exercised pursuant to this Section 6.3 after the
expiration date of such Stock Option.
6.4 Payment of Option Price. A Stock Option may be exercised with
respect to part or all of the shares subject to such Stock Option by giving
written notice to GrafTech. Without limiting the authority of the Chief
Executive Officer under Section 15, the Option Price payable as to a Stock
Option which has been exercised shall be paid within ten business days after the
date of exercise in cash, in whole shares of Common Stock, in a combination of
cash and whole shares of Common Stock or in any other manner that the Chief
Executive Officer may approve. The value of any share of Common Stock delivered
in payment of the Option Price shall be the Market Price on the date the
relevant Stock Option is exercised.
6.5 Dividends on Shares Covered by Options. The relevant Award
Agreement may provide that a Participant holding a Stock Option shall have the
right to receive, with respect to each share of Common Stock covered by such
Stock Option, payment of an amount in cash equal to the cash dividends or
distributions paid to holders of outstanding shares of Common Stock during the
period that such Stock Option is outstanding. Such Award Agreement may provide
that such dividends and distributions shall be paid currently or credited to
such Participant's account for payment upon exercise of such Stock Option, the
terms and conditions to which such dividends and distributions are subject and
whether such dividends and distributions shall be reinvested in shares of Common
Stock.
7. STOCK APPRECIATION RIGHTS.
7.1 Additional Right SAR. SARs may be awarded to any Participant
separately from any other Award to such Participant ("Additional Right SAR").
The exercise of an Additional Right SAR shall have no effect on the
exercisability of any other Award and the exercise of any other Award shall have
no effect on the exercisability of an Additional Right SAR.
7.2 Alternative Right SAR. SARs may be awarded to any Participant in
conjunction with any other Award to such Participant ("Alternative Right SAR").
The exercise of an Award granted in conjunction with an Alternative Right SAR
shall terminate such Alternative Right SAR to the extent of the shares of Common
Stock with respect to which such Award is exercised. The exercise of an
Alternative Right SAR granted in conjunction with any other Award shall
terminate such other Award to the extent of the shares of Common Stock with
respect to which such Alternative Right SAR is exercised.
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7.3 Award. Upon the exercise of an SAR, the Participant shall receive
an amount equal to the excess of the Market Price on the relevant Settlement
Date over the relevant Award Price (as defined below) as to the number of SARs
exercised. Except as otherwise provided in the next sentence, Awards of SARs
shall be subject to such terms and conditions as are established by the Chief
Executive Officer and set forth in the relevant Award Agreement. "Award Price"
means (i) as to an Additional Right SAR, 100% of the Market Price on the
relevant Award Date and (ii) as to an Alternative Right SAR, 100% of the Market
Price on the Award Date of the Award in conjunction with which it is granted;
provided, however, that, in the case of an SAR granted retroactively in tandem
with or as a substitution for another Award, the Award Price of such SAR shall
not be less than 100% of the Market Price on the Award Date of such other Award.
7.4 Form of Settlement. The relevant Award Agreement shall specify
whether an SAR is to be settled in cash or shares of Common Stock.
8. RESTRICTED STOCK.
8.1 Award. Restricted Stock may be awarded to any Participant. Except
as otherwise provided below, Awards of Restricted Stock shall be subject to such
terms and conditions as are established by the Chief Executive Officer and set
forth in the relevant Award Agreement. Such terms and conditions may include,
but are not limited to, achievement of specific business objectives and other
measurements of individual or business unit performance (that may include, but
are not limited to, earnings per share, net profits, total shareholder return,
cash flow, return on stockholders' equity and cumulative return on net assets
employed), the manner in which such Restricted Stock is held, the extent to
which the holder of such Restricted Stock has rights of a stockholder and
forfeiture of such Restricted Stock if those objectives or measurements are not
achieved.
8.2 Transferability of Restricted Stock. Restricted Stock may not be
assigned, transferred, pledged or sold by the Participant until the termination
or lapse of the restrictions relating to such Restricted Stock.
8.3 Dividends. The relevant Award Agreement shall specify whether
dividends and distributions on Restricted Stock shall be paid currently or
credited to the relevant Participant's account for payment upon termination or
lapse of the restrictions relating to such Restricted Stock, the terms and
conditions to which such dividends or distributions are subject and whether any
of such dividends or distributions which are payable in cash shall be reinvested
in shares of Common Stock or in additional Restricted Stock.
9. STOCK EQUIVALENT UNITS.
Stock Equivalent Units may be awarded to any Participant.
Awards of Stock Equivalent Units shall be subject to such conditions and
restrictions as are established by the Chief Executive Officer and set forth in
the relevant Award Agreement. Such terms and conditions may include, but are not
limited to, the achievement of specific business objectives and other
measurements of individual or business unit performance (that may include, but
shall
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not be limited to, earnings per share, net profits, total shareholder return,
cash flow, return on stockholders' equity and cumulative return on net assets
employed).
10. DIVIDEND EQUIVALENTS.
Any Award of Stock Equivalent Units may provide that such
Stock Equivalent Units shall accrue Dividend Equivalents. In lieu of awarding
Dividend Equivalents, such Award may provide for awards of additional Stock
Equivalent Units on each date that cash dividends or distributions are paid on
the outstanding shares of Common Stock, effective as of the date such dividends
or distributions are declared, in an amount equal to (i) the product of the
dividend or distribution per share times the total number of Stock Equivalent
Units then covered by such Award, divided by (ii) the Market Price on such
payment date.
11. PERFORMANCE UNITS.
Performance Units may be awarded to any Participant. Awards of
Performance Units shall be subject to such conditions and restrictions as are
established by the Chief Executive Officer and set forth in the relevant Award
Agreement. Performance Units shall be based on the attainment, over a specified
period, of individual performance targets or other parameters, which may
include, but are not limited to, earnings per share, net profits, total
shareholder return, return on stockholders' equity, cash flow and cumulative
return on net assets employed. The relevant Award Agreement shall specify
whether Performance Units are to be paid in cash or shares of Common Stock.
12. EXERCISE PAYMENTS.
The relevant Award Agreement may award Participants the right
to receive exercise payments when they exercise a Stock Option or SAR while an
active Employee. The amount of the exercise payment shall be determined by the
Chief Executive Officer, but may not exceed 60% of the excess of the Market
Price on the date of exercise over the relevant Option Price or Award Price, as
the case may be. Such amount shall be reduced by any dividend or distribution
payments received or credited with respect to the Award being exercised during
the period that such Award was outstanding. At the discretion of the Chief
Executive Officer, the exercise payments may be made in cash, shares of Common
Stock or any combination thereof. In the case of the Participant's death, any
exercise payments awarded to the Participant shall be paid if the Award is
exercised within nine months after a Participant's death, but before the
expiration of the Award. In the case of a Participant's Retirement, any exercise
payments awarded to the Participant shall be paid if the Award is exercised
within the later of (i) three months after Retirement or (ii) three months after
such Award becomes exercisable, but in each case before the expiration date of
such Award.
13. RESTRICTED MATCHING STOCK.
The Chief Executive Officer may from time to time authorize a
Participant to elect, within 60 days of the receipt of a variable compensation
payment from the Company, to deposit with GrafTech shares of Common Stock owned
by such Participant with a value on the date of deposit not exceeding
twenty-five percent (25%) of such variable compensation payment and receive a
matching grant of an equal number of shares of Restricted Stock subject to such
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terms and conditions as are established by the Chief Executive Officer. Awards
under this Section 13 shall be subject to the following provisions:
(a) Such Participant may designate shares of Common Stock held
for the Participant's account in the UCAR Carbon Savings Plan in lieu of
depositing shares of Common Stock owned by the Participant.
(b) Such Restricted Matching Stock shall be issued and registered
in the name of the Participant but shall be held in custody by GrafTech until
such Restricted Matching Stock becomes non-forfeitable.
(c) Such Restricted Matching Stock shall be nontransferable until
such time as the Chief Executive Officer shall specify.
(d) Such Restricted Matching Stock shall be forfeitable by such
Participant in accordance with such terms and conditions as are established by
the Chief Executive Officer and set forth in the relevant Award Agreement.
This Section 13 does not limit the Chief Executive Officer's authority under
Section 8 to grant Restricted Stock to Participants under different terms and
conditions than those described in this Section 13.
14. OTHER AWARDS.
Commencing January 16, 2003, Other Awards may be granted to
Employees and, commencing June 26, 2003, Other Awards may be granted to
Non-Employees. The Chief Executive Officer shall grant Other Awards to Employees
and Non-Employees. Other Awards may be granted alone or in addition to any other
Awards granted under the Plan. The Chief Executive Officer shall establish the
terms and conditions applicable to Other Awards granted by him or her at the
time of grant, which terms and conditions shall be set forth in the relevant
Award Agreement or in amendments to the Plan. Such terms and conditions may
include, without limitation, settlement in cash or shares of Common Stock or a
combination thereof (which form of settlement may be either prescribed by the
Chief Executive Officer or subject to the discretion of GrafTech or the
Participant), performance measures, tandem or reload features, vesting schedules
(and provisions regarding acceleration of vesting), registration provisions
(including indemnification and contribution arrangements), terms and conditions
relating to withholding of taxes, transferability provisions, forfeiture and
clawback provisions, anti-dilution provisions and provisions relating to
adjustments to reflect business combinations, provisions relating to dividends
and distributions, and exercise provisions (including provisions relating to
conditional exercises, net exercises and payment of exercise prices with
outstanding shares of Common Stock). Notwithstanding any provision in this Plan
to the contrary, this provision shall be applied, in relation to grants of Other
Awards to officers and directors, so that adoption hereof would not have
required stockholder approval under Section 17[CAN WE DELETE THIS SENTENCE? NO
AWARDS CAN BE MADE TO OFFICERS (AS DEFINED IN RULE 16A-1(F)) AND DIRECTORS UNDER
THIS PLAN].
15. SETTLEMENT OF AWARDS.
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The Chief Executive Officer may (i) require or permit
Participants to defer the vesting, settlement or payment of Awards (whether in
cash or shares of Common Stock) and (ii) specify that Awards subject to deferred
vesting, settlement or payment shall accrue interest on deferred cash amounts or
Dividend Equivalents on deferred shares of Common Stock.
16. GENERAL PROVISIONS.
16.1 Transferability of Awards. No Awards under the Plan shall be
assignable, alienable, saleable or otherwise transferable other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined by the Code) or Title I of the Employee Retirement
Income Security Act or the rules thereunder, unless otherwise determined by the
Chief Executive Officer.
16.2 Unfunded Plan. Nothing contained herein shall require the
Company to segregate any monies from its general funds, to create any trusts or
to make any special deposits for any immediate or deferred amounts payable to
any Participant for any year.
16.3 No Right to Employment. Participation in this Plan shall not
affect the Company's right to discharge a Participant or constitute an agreement
of employment between a Participant and the Company.
16.4 Rights as a Shareholder. Except as otherwise provided in the
relevant Award Agreement, a Participant shall have no rights as a stockholder of
GrafTech until he or she becomes the holder of record of the shares of Common
Stock covered thereby.
16.5 Applicable Law. The validity, construction and effect of the
Plan, and any actions taken or relating to the Plan, shall be determined in
accordance with the laws of the State of Connecticut and applicable federal laws
(as to grants made prior to March 1, 2002) or the State of Delaware (as to
grants made on or after March 1, 2002).
16.6 Successors and Assigns. The Plan and the relevant Award
Agreement shall be binding on all successors and assigns of a Participant,
including, without limitation, the estate of the Participant, the executor,
administrator or trustee of such estate or any receiver, trustee in bankruptcy
or representative of creditors of such Participant or estate.
16.7 Authority of the Board and the Committee. Notwithstanding
any provision contained in the Plan to the contrary, the Board and the Committee
shall have the same authority provided under the Plan to the Chief Executive
Officer.
17. AMENDMENT, SUSPENSION, OR TERMINATION.
17.1 General Rule. The Board or the Committee may suspend,
terminate or amend the Plan, including, but not limited to, such amendments as
may be necessary or desirable resulting from changes in the federal income tax
or securities laws.
17.2 Compliance with Section 16. Notwithstanding anything
contained herein or in any Award Agreement to the contrary, the Chief Executive
Officer may amend any Award or Award Agreement as he may deem necessary or
appropriate to ensure that (i) any Participant
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who becomes subject to Section 16 of the Exchange Act after receiving an Award,
(ii) any outstanding Award to such Participant and (iii) any vesting or exercise
of such Award shall comply with such Section 16 and the rules and regulations
thereunder (including any exemptions thereunder which the Chief Executive
Officer deems relevant).
18. TAX WITHHOLDING.
The Company shall have the right to (i) make deductions from
any settlement of an Award, including the delivery or vesting of shares of
Common Stock, or require shares of Common Stock, cash or any combination thereof
be withheld from any Award, in each case in an amount sufficient to satisfy
withholding of any federal, state, local or foreign taxes required by law or
(ii) take such other action as may be necessary or appropriate to satisfy any
such withholding obligations. The Chief Executive Officer may determine the
manner in which such tax withholding may be satisfied, and may permit shares of
Common Stock (rounded up to the next whole number) to be used to satisfy
required tax withholding based on the Market Price as of the Settlement Date of
the applicable Award.
19. EFFECTIVE DATE AND DURATION OF THE PLAN.
The Plan shall become effective upon February 6, 1996.
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