Contract
2006
RESTRICTED SHARES UNITS AGREEMENT
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 "Grantee").
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1.
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Grant
of Shares.
Subject to and upon the terms, conditions, and restrictions set forth
in
this Agreement and in the Company's Amended and Restated 2002 Equity
and
Performance Incentive Plan, as amended (the "Plan"), the Company
hereby
grants to the Grantee, as of the Date of Grant, ____________Restricted
Share Units. Each Restricted Share Unit shall represent the right
to
receive one share of Common Stock. The Restricted Share Units granted
hereunder are, and shall be for all purposes of the Plan, Deferred
Shares.
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2.
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Restrictions
on Transfer of Restricted Share Units.
The Restricted Share Units may not be transferred, sold, pledged,
exchanged, assigned or otherwise encumbered or disposed of by the
Grantee,
except to the Company, until they have become nonforfeitable in accordance
with this Agreement. Any purported transfer, encumbrance or other
disposition of the Restricted Share Units that is in violation of
this
Section 2 shall be null and void, and the other party to any such
purported transaction shall not obtain any rights to or interest
in the
Restricted Share Units.
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3.
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Vesting
of Restricted Share Units.
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(a)
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On
each of the first three (3) anniversaries of the Date of Grant, a
number
of Restricted Share Units equal to thirty-three and one-third percent
(33⅓%) multiplied by the number of Restricted Share Units specified in
Section 1 of this Agreement shall become nonforfeitable on a
cumulative basis until all of the Restricted Share Units have become
nonforfeitable.
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(b)
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Notwithstanding
the provisions of Section 3(a), but subject to earlier forfeiture
as
described below, all of the Restricted Share Units shall immediately
become nonforfeitable in the event of a Change in
Control.
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4.
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Forfeiture
of Restricted Share Units.
Except as the Board may determine on a case-by-case basis, at such
time as
the Grantee ceases to be continuously employed by the Company, any
Restricted Share Units that have not theretofore become nonforfeitable
shall be forfeited. Notwithstanding the foregoing, a Grantee shall
be
treated as being in the continuous employ of the Company for purposes
hereof and vesting of Restricted Share Units 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) Grantee’s employment was terminated
other than by the Company for cause; (ii) at the time such employment
was
terminated, the Grantee had attained the age of 55; (iii) at the
time such
employment was terminated the Grantee’s age, when added to the number of
years of continuous employment of such Grantee by the Company, equaled
or
exceeded seventy (70); and (iv) the Grantee does not engage in any
Detrimental Activity (together, a “Qualifying Retirement”).
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For
purposes of this provision, "cause" shall mean the Grantee 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 Grantee's duties or in the course of the Grantee'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 Grantee's employment was
terminated for cause shall be made by the Board, whose determination
shall
be binding and conclusive.
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5.
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Payment
of Restricted Share Units.
At such time as the Restricted Share Units shall become nonforfeitable
as
specified in this Agreement, shares of Common Stock underlying such
Restricted Share Units shall be transferred to the Grantee, except
as
otherwise provided in Section 7.
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6.
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Dividend,
Voting and Other Rights.
The Grantee shall have no rights of ownership in the Restricted Share
Units and shall have no right to vote them until the date on which
the
shares of Common Stock are transferred to the Grantee pursuant to
Section
5 above and a stock certificate representing such shares of Common
Stock
is issued to the Grantee. From and after the Date of Grant and until
the
earlier of (a) the time when the Grantee receives the shares of Common
Stock underlying the Restricted Share Units in accordance with
Section 5 hereof or (b) the time when the Grantee's right to receive
the Restricted Share Units is forfeited in accordance with Section
4
hereof, the Company shall pay to the Grantee, whenever a normal cash
dividend is paid on shares of Common Stock, an amount of cash equal
to the
product of the per-share amount of the dividend paid times the number
of
such Restricted Share Units.
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7.
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Retention
of Restricted Share Units by the Company.
The shares of Common Stock underlying the Restricted Share Units
shall be
released to the Grantee by the Company’s transfer agent (currently
EquiServe) at the direction of the Company. At such time as the Restricted
Share Units become nonforfeitable as specified in this Agreement,
the
Company shall direct the transfer agent to forward all such nonforfeitable
shares of Common Stock to the Grantee except in the event that the
Grantee
has notified the Company of his or her election to satisfy any tax
obligations by surrender of a portion of such shares, the transfer
agent
will be directed to forward the remaining balance of shares after
the
amount necessary for such taxes has been
deducted.
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8.
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Rights
of Company Upon Occurrence of Detrimental Activity.
Upon a finding by the Board that a Grantee 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 Grantee shall forfeit any Restricted Share Units
with
respect to which the forfeiture provisions hereunder have not lapsed,
and
the Grantee hereby expressly agrees that the Company may exercise
any and
all other rights available to it under the
Plan.
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9.
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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 Company shall not be obligated
to
issue any Restricted Share Units or shares of Common Stock or other
securities pursuant to this Agreement if the issuance thereof would,
in
the reasonable opinion of the Company, result in a violation of any
such
law.
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10.
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Relation
to Other Benefits.
Any economic or other benefit to the Grantee under this Agreement
shall
not be taken into account in determining any benefits to which the
Grantee
may be entitled.
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11.
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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
Grantee under this Agreement without the Grantee's
consent.
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12.
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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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13.
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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 shall, except as expressly provided otherwise
herein,
have the right to determine any questions which arise in connection
with
this grant.
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14.
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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 Grantee, and the successors and assigns of the
Company.
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15.
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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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16.
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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 Grantee shall be addressed to said Grantee
at his or
her address currently on file with the Company. 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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3
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and Grantee has also executed this
Agreement in duplicate, as of the day and year first above written.
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GEORGIA
GULF CORPORATION
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By:
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Xxxx
X. Xxxxxxx
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Vice
President, General Counsel &
Secretary
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GRANTEE:
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Name:
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