FORM OF UNDERWRITING AGREEMENT] 5,250,000 SHARESUnderwriting Agreement • July 27th, 2000 • Graftech Inc • Electrical industrial apparatus • New York
BETWEENStockholder's Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • Delaware
BETWEENLease Agreement • April 18th, 2000 • Graftech Inc • Ohio
ARTICLE 1 DEFINITIONSEmployment Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • Delaware
1 Exhibit 10.12 Domestic 2.99x [GRAFTECH INC. LETTERHEAD] June __, 2000 NAME ADDRESS Dear NAME: The Board of Directors (the "Board") of Graftech Inc. (the "Corporation") has authorized the grant to you of this Severance Compensation Agreement (this...Graftech Inc • July 3rd, 2000 • Electrical industrial apparatus • Delaware
GRAFTECH INC. OUTSIDE DIRECTOR EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • Delaware
1 EXHIBIT 10.17 Assignment Agreement made May 26, 2000 between UCAR Graph-Tech Inc., a Delaware corporation ("ASSIGNOR"), and UCAR Carbon Company Inc., a Delaware corporation ("ASSIGNEE"). RECITALS: WHEREAS a Memorandum of Understanding was made on...Assignment Agreement • July 27th, 2000 • Graftech Inc • Electrical industrial apparatus • Ontario
1 Exhibit 10.7 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SUPPLY AGREEMENT THIS AGREEMENT is made the _____...Supply Agreement • August 1st, 2000 • Graftech Inc • Electrical industrial apparatus • British Columbia
1 EXHIBIT 10.6 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION COLLABORATION AGREEMENTCollaboration Agreement • July 27th, 2000 • Graftech Inc • Electrical industrial apparatus • British Columbia
1 EXHIBIT 10.1.2 SECOND AMENDMENT TO THE TRANSFER AGREEMENT BETWEEN UCAR CARBON COMPANY INC. AND UCAR GRAPH-TECH INC. The Transfer Agreement is hereby amended, in accordance with the following. 1. The second paragraph of Section 4.1 is hereby amended...Transfer Agreement • July 27th, 2000 • Graftech Inc • Electrical industrial apparatus
MADE APRIL 12, 2000 BETWEENConfidentiality Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • Ontario
BETWEEN UCAR CARBON COMPANY INC. ANDCorporate Services Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • Delaware
NOW THEREFORE this Agreement witnesses that the parties mutually covenant and agree as follows: 3 PART 1Collaboration Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • British Columbia
1 Exhibit 10.11 INTELLECTUAL PROPERTY TRANSFER AGREEMENT THIS AGREEMENT, made as of the 28th day of December 1999, by and between UCAR Carbon Technology Corporation, a Delaware corporation having offices at 3102 West End Avenue, Nashville, Tennessee,...Intellectual Property Transfer Agreement • April 18th, 2000 • Graftech Inc • Delaware
1 Exhibit 10.6 EMPLOYEE BENEFITS SERVICES AND LIABILITIES AGREEMENT Following the transfer of the Natural and Flexible Graphite Products business of UCAR Carbon Company Inc. and its subsidiaries, ("UCAR") to UCAR Graph-Tech Inc. ("Graph-Tech")...Employee Benefits Services and Liabilities Agreement • April 18th, 2000 • Graftech Inc • Delaware
1 Exhibit 10.5 TECHNICAL CENTER SERVICES AGREEMENT SERVICES AGREEMENT made as of the 1st day of January 2000 between UCAR CARBON COMPANY INC., a Delaware corporation ("UCAR"), and UCAR GRAPH-TECH INC., a Delaware corporation ("GRAPH- TECH"). W I T N E...Technical Center Services Agreement • April 18th, 2000 • Graftech Inc • Ohio
2 3 LEASE AGREEMENT4 Lease Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • Ohio
BETWEENGraftech Inc • July 18th, 2000 • Electrical industrial apparatus
1 Exhibit 10.9 TAX ALLOCATION AGREEMENT AGREEMENT made as of January 1, 2000, between UCAR International Inc., a Delaware corporation ("UCAR"), and UCAR Graph-Tech Inc., a Delaware corporation ("Graph-Tech"). WHEREAS, UCAR's subsidiary, UCAR Carbon...Tax Allocation Agreement • April 18th, 2000 • Graftech Inc • Delaware
1 Exhibit 10.5 INTELLECTUAL PROPERTY TRANSFER AGREEMENT AGREEMENT, made as of the 27th day of December 1999, by and between UCAR Carbon Technology Corporation, a Delaware corporation having offices at 3102 West End Avenue, Nashville, Tennessee, 37203...Property Transfer Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus • Delaware
1 Exhibit 10.3 TAX SHARING AGREEMENT AGREEMENT made as of February 16, 2000 among UCAR International Inc. ("UCAR") and its subsidiary, UCAR Graph-Tech Inc. ("Graph-Tech"). WHEREAS, UCAR is a party to a Tax Sharing Agreement made as of February 16,...Tax Sharing Agreement • July 3rd, 2000 • Graftech Inc • Electrical industrial apparatus
1 EXHIBIT 10.2.1 AMENDMENT 1 TO THE CORPORATE SERVICES AGREEMENT BETWEEN UCAR CARBON COMPANY INC. AND UCAR GRAPH-TECH INC. The Corporate Services Agreement is hereby amended, in accordance with the following. 1. The following section is hereby added...Corporate Services Agreement • July 18th, 2000 • Graftech Inc • Electrical industrial apparatus
AMENDMENT NO. 2 TO THE STOCKHOLDER'S AGREEMENT BETWEEN UCAR INTERNATIONAL INC. AND GRAFTECH INC.Graftech Inc • July 27th, 2000 • Electrical industrial apparatus
1 EXHIBIT 10.12.1 AMENDMENT 1 TO THE GRAFTECH INC. SEVERANCE COMPENSATION AGREEMENT The Severance Compensation Agreement is hereby amended, as of the effective date set forth therein (the "Effective Date"), in accordance with the following....Graftech Inc • July 18th, 2000 • Electrical industrial apparatus
1 EXHIBIT 10.1.1 AMENDMENT 1 TO THE TRANSFER AGREEMENT BETWEEN UCAR CARBON COMPANY INC. AND UCAR GRAPH-TECH INC. The Transfer Agreement is hereby amended, in accordance with the following. 1. The second paragraph of Section 4.1 of Article 4 is hereby...Transfer Agreement • July 18th, 2000 • Graftech Inc • Electrical industrial apparatus
