Contract
This
AGREEMENT (the "Agreement") is made as of February 28, 2006 (the "Date of
Grant") by and between GEORGIA GULF CORPORATION, a Delaware corporation
(together with any Subsidiaries, as applicable, the "Company"), and ____________
(the
“Optionee”).
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1.
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Grant
of Stock Option.
Subject to and upon the terms, conditions, and restrictions set forth
in
this Agreement and in the Company's 2002 Equity and Performance Incentive
Plan, as amended (the "Plan"), the Company hereby grants to the Optionee
as of the Date of Grant a stock option (the "Option") to purchase
__,____
shares
of the Company's Common Stock (the "Optioned Shares"). The Option
may be
exercised from time to time in accordance with the terms of this
Agreement. The price at which the Optioned Shares may be purchased
pursuant to this Option shall be $28.91 per share, subject to adjustment
as hereinafter provided (the "Option Price"). The Option is intended
to be
a nonqualified stock option and shall not be treated as an "incentive
stock option" within the meaning of that term under Section 422 of
the
Code, or any successor provision thereto.
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2.
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Term
of Option.
The term of the Option shall commence on the Date of Grant and, unless
earlier terminated in accordance with this Agreement, shall expire
ten
(10) years from the Date of Grant.
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3.
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Right
to Exercise.
Subject to the limitations set out below and the expiration or earlier
termination of the Option, the Option shall vest and become exercisable
with respect to the following number of shares on the following
dates:
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Date
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Number
of Shares
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February
28, 2007
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February
28, 2008
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February
28, 2009
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To
the
extent the Option is exercisable, it may be exercised in whole or in part.
In no
event shall the Optionee be entitled to acquire a fraction of one Optioned
Share
pursuant to this Option. The Optionee shall be entitled to the privileges of
ownership with respect to Optioned Shares purchased and delivered to him upon
the exercise of all or part of this Option.
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4.
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Forfeiture
of Option.
At such time as the Optionee ceases to be continuously employed by
the
Company, to the extent any portion of the Option has not theretofore
become exercisable, such portion shall be forfeited. Notwithstanding
the
foregoing, an Optionee shall be treated as being in the continuous
employ
of the Company for purposes of this Section and vesting of the Option
shall continue as provided for in accordance with Section 3 if and
only
for so long as all of the following conditions are met: (i) Optionee’s
employment was terminated other than by the Company for cause; (ii)
at the
time such employment was terminated, the Optionee had attained the
age of
55; (iii) at the time such employment was terminated, the Optionee’s age,
when added to the number of years of continuous employment of such
Optionee by the Company, equaled or exceeded seventy (70); and (iv)
the
Optionee does not engage in any Detrimental Activity (together, a
“Qualifying Retirement”).
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5.
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Transferability.
The Option granted hereby shall be transferable by an Optionee, without
payment of consideration therefor by the transferee, to any one or
more
members of the Optionee's Immediate Family (or to one or more trusts
established solely for the benefit of one or more members of the
Optionee's Immediate Family or to one or more partnerships in which
the
only partners are members of the Participant's Immediately Family);
provided, however, that (i) no such transfer shall be effective unless
reasonable prior notice thereof is delivered to the Company and such
transfer is thereafter effected in accordance with any terms and
conditions that shall have been made applicable thereto by the Company
or
the Board and (ii) any such transferee shall be subject to the same
terms
and conditions hereunder as the
Optionee.
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6.
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Notice
of Exercise; Payment.
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(a)
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To
the extent then exercisable, the Option may be exercised by written
notice
to the Company stating the number of Optioned Shares for which the
Option
is being exercised and the intended manner of payment. Payment equal
to
the aggregate Option Price of the Optioned Shares being exercised
shall be
tendered in full with the notice of exercise to the Company in cash
in the
form of currency or check or other cash equivalent acceptable to
the
Company. The requirement of payment in cash shall be deemed satisfied
if
the Optionee makes arrangements that are satisfactory to the Company
with
a broker that is a member of the National Association of Securities
Dealers, Inc. to sell a sufficient number of Optioned Shares which
are
being purchased pursuant to the exercise, so that the net proceeds
of the
sale transaction will at least equal the amount of the aggregate
Option
Price, and pursuant to which the broker undertakes to deliver to
the
Company the amount of the aggregate Option Price not later than the
date
on which the sale transaction will settle in the ordinary course
of
business.
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(b)
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The
Optionee may also tender the Option Price by the actual or constructive
transfer to the Company of: (i) nonforfeitable, nonrestricted Common
Shares, (ii) nonforfeitable, nonrestricted Common Shares acquired
by
Optionee pursuant to the exercise of other stock options, provided
such
exercise occurred more than six months prior to transfer, or (iii)
by any
combination of the foregoing methods of payment, including a partial
tender in cash and a partial tender in nonforfeitable, nonrestricted
Common Shares.
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(c)
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Within
ten (10) days after notice, the Company shall direct the due issuance
of
the Optioned Shares so purchased.
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(d)
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Nonforfeitable,
nonrestricted Common Shares that are transferred by the Optionee
in
payment of all or any part of the Option Price shall be valued on
the
basis of their Market Value per
Share.
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(e)
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As
a further condition precedent to the exercise of this Option, the
Optionee
shall comply with all regulations and the requirements of any regulatory
authority having control of, or supervision over, the issuance of
Common
Stock and in connection therewith shall execute any documents which
the
Board shall in its sole discretion deem necessary or advisable. The
date
of such notice shall be the exercise date.
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7.
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Termination
of Agreement.
The Agreement and the Option granted hereby shall terminate automatically
and without further notice on the earliest of the following
dates:
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(a)
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Three
(3) years after the Optionee's death (if the Optionee dies while
in the
employ of the Company);
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(b)
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Three
(3) years after the date of the Optionee's permanent and total disability
that is confirmed by a licensed physician's statement if the Optionee
becomes permanently and totally disabled while an employee of the
Company;
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(c)
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Three
(3) years after the Optionee’s retirement under a retirement plan of the
Company at or after the earliest voluntary retirement age provided
for in
such retirement plan or retirement at any earlier age with the consent
of
the Board;
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(d)
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Except
as provided on a case-by-case basis, 60 days after the date the Optionee
ceases to be an employee of the Company for any reason other than
as
described in this Section 7 hereof;
or
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(e)
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Ten
(10) years from the Date of Grant,
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provided
that, if the Optionee would have met the conditions for a Qualifying Retirement
on the date of the occurrence of the applicable event, the Agreement and the
Option granted hereby shall terminate in accordance with subsection (e)
hereof.
This
Agreement shall not be exercisable for any number of Optioned Shares in excess
of the number of Optioned Shares for which this Agreement is then exercisable,
pursuant to Sections 3, 4 and 7 hereof, on the date of termination of
employment, provided, however, that for purposes of this Section, if and for
so
long as an Optionee continues to meet the requirements for a Qualifying
Retirement, such Optionee shall not be deemed to have “retired” for purposes of
subsection (c) hereof or terminated his or her employment.
In
the
event that the Optionee's employment is terminated for cause, the Agreement
shall terminate at the time of such termination notwithstanding any other
provision of this Agreement.
3
For
purposes of this provision, "cause" shall mean the Optionee shall have committed
prior to termination of employment any of the following acts: (i) an intentional
act of fraud, embezzlement, theft, or any other material violation of law in
connection with the Optionee's duties or in the course of the Optionee's
employment; (ii) intentional wrongful damage to material assets of the Company;
(iii) intentional wrongful disclosure of material confidential information
of
the Company; (iv) intentional wrongful engagement in any competitive activity
that would constitute a material breach of the duty of loyalty; or (v)
intentional breach of any stated material employment policy of the Company.
Any
determination of whether the Optionee's employment was terminated for cause
shall be made by the Board, whose determination shall be binding and
conclusive.
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8.
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Acceleration
of Option.
Notwithstanding Section 3, but subject to earlier termination, the
Option
granted hereby shall become immediately exercisable in full in the
event
of a Change of Control.
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9.
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Rights
of Company Upon Occurrence of Detrimental Activity.
Upon a finding by the Board that an Optionee who has met the conditions
for a Qualifying Retirement has engaged in any Detrimental Activity
during
the period of time beginning when such conditions are first met and
ending
when all rights under this Agreement terminate, and forthwith upon
notice
of such finding, the Optionee shall forfeit any unexercised Option
(or
portion thereof) to the Company, whether or not vested, and the Optionee
hereby expressly agrees that the Company may exercise any and all
other
rights available to it under the
Plan.
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10.
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No
Employment Contract.
Nothing contained in this Agreement shall confer upon the Optionee
any
right with respect to continuance of employment by the Company, nor
limit
or affect in any manner the right of the Company to terminate the
employment or adjust the compensation of the
Optionee.
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11.
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Taxes
and Withholding.
If the Company shall be required to withhold any federal, state,
local or
foreign tax in connection with the exercise of the Option, and the
amounts
available to the Company for such withholding are insufficient, the
Optionee shall pay the tax or make provisions that are satisfactory
to the
Company for the payment thereof. The Optionee may elect to satisfy
all or
any part of any such withholding obligation by surrendering to the
Company
a portion of the Optioned Shares that are issued or transferred to
the
Optionee upon the exercise of the Option, and the Optioned Shares
so
surrendered by the Optionee shall be credited against any such withholding
obligation at the Market Value per Share of such shares on the date
of
such surrender. The Company will pay any and all issue and other
taxes in
the nature thereof which may be payable by the Company in respect
of any
issue or delivery upon a purchase pursuant to this
Option.
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12.
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Compliance
with Law.
The Company shall make reasonable efforts to comply with all applicable
federal and state securities laws; provided, however, notwithstanding
any
other provision of this Agreement, the Option shall not be exercisable
if
the exercise thereof would, in the reasonable opinion of the Company,
result in a violation of any such
law.
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13.
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Adjustments.
The Board may make or provide for such adjustments in the number
of
Optioned Shares covered by this Option, in the Option Price applicable
to
such Option, and in the kind of shares covered thereby, as the Board
may
determine is equitably required to prevent dilution or enlargement
of the
Optionee's rights that otherwise would result from (a) any stock
dividend,
stock split, combination of shares, recapitalization, or other change
in
the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial
or
complete liquidation, or other distribution of assets or issuance
of
rights or warrants to purchase securities, or (c) any other corporate
transaction or event having an effect similar to any of the foregoing.
In
the event of any such transaction or event, the Board may provide
in
substitution for this Option such alternative consideration as it
may
determine to be equitable in the circumstances and may require in
connection therewith the surrender of this
Option.
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14.
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Relation
to Other Benefits.
Any economic or other benefit to the Optionee under this Agreement
shall
not be taken into account in determining any benefits to which the
Optionee may be entitled under any profit-sharing, retirement or
other
benefit or compensation plan maintained by the Company and shall
not
affect the amount of any life insurance coverage available to any
beneficiary under any life insurance plan covering employees of the
Company.
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15.
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Amendments.
Any amendment to the Plan shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto;
provided,
however, that no amendment shall adversely affect the rights of the
Optionee under this Agreement without the Optionee's
consent.
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16.
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Severability.
In the event that one or more of the provisions of this Agreement
shall be
invalidated for any reason by a court of competent jurisdiction,
any
provision so invalidated shall be deemed to be separable from the
other
provisions hereof, and the remaining provisions hereof shall continue
to
be valid and fully enforceable.
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17.
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Relation
to Plan.
This Agreement is subject to the terms and conditions of the Plan.
In the
event of any inconsistent provisions between this Agreement and the
Plan,
the Plan shall govern. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Plan. The Board acting
pursuant to the Plan, as constituted from time to time, shall, except
as
expressly provided otherwise herein, have the right to determine
any
questions which arise in connection with this option or its
exercise.
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18.
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Successors
and Assigns.
The provisions of this Agreement shall inure to the benefit of, and
be
binding upon, the successors, administrators, heirs, legal representatives
and assigns of the Optionee, and the successors and assigns of the
Company.
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19.
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Governing
Law.
The interpretation, performance, and enforcement of this Agreement
shall
be governed by the laws of the State of Georgia, without giving effect
to
the principles of conflict of laws thereof.
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20.
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Notices.
Any notice to the Company provided for herein shall be in writing
to the
Company, marked Attention: Vice President - General Counsel and Secretary,
and any notice to the Optionee shall be addressed to said Optionee
at his
or her address stated below. Except as otherwise provided herein,
any
written notice shall be deemed to be duly given if and when delivered
personally or deposited in the United States mail, first class registered
mail, postage and fees prepaid, and addressed as aforesaid. Any party
may
change the address to which notices are to be given hereunder by
written
notice to the other party as herein specified (provided that for
this
purpose any mailed notice shall be deemed given on the third business
day
following deposit of the same in the United States mail).
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5
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and Optionee has also executed this
Agreement in duplicate, as of the day and year first above written.
| GEORGIA GULF CORPORATION | ||
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By:
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Xxxx
X. Xxxxxxx
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Vice
President & General Counsel
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OPTIONEE
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Address:
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