FORM OF SEVERANCE COMPENSATION AGREEMENT FOR SENIOR MANAGEMENT (INTERNATIONAL 2.0 VERSION)Severance Compensation Agreement • March 16th, 2006 • Graftech International LTD • Electrical industrial apparatus • Delaware
The Board of Directors (the “Board”) of UCAR International Inc. (the “Corporation”) authorized your participation in the arrangements set forth between UCAR S.N.C. (the “Company”) and you in this Severance Compensation Agreement. The Board recognizes that the possibility of a Change in Control of the Corporation exists, as is the case with many publicly held corporations, and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.
FORM OF RESTRICTED STOCK AGREEMENT (2005 LTIP Version)Restricted Stock Agreement • March 16th, 2006 • Graftech International LTD • Electrical industrial apparatus • Delaware
Restricted Stock Agreement (this “Agreement”), dated as of August 31, 2005 (the “Grant Date”), between GrafTech International Ltd. (the “Corporation”) and (the “Participant”).
FORM OF SEVERANCE COMPENSATION FOR SENIOR MANAGEMENT (U.S. 2.0 VERSION)Severance Compensation Agreement • March 16th, 2006 • Graftech International LTD • Electrical industrial apparatus • Delaware
The Board of Directors (the “Board”) of GrafTech International Ltd.. (the “Corporation”) has authorized the grant to you of this Severance Compensation Agreement (this “Agreement”). The Board recognizes that the possibility of a Change in Control of the Corporation exists, as is the case with many publicly held corporations, and that the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.
FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 16th, 2006 • Graftech International LTD • Electrical industrial apparatus • Delaware
Restricted Stock Unit Agreement (this “Agreement”), dated as of December __, 2005 (the “Effective Date”), between GrafTech International Ltd. (the “Corporation”) and (the “Participant”).
MEMORANDUM OF AGREEMENTMemorandum of Agreement • March 16th, 2006 • Graftech International LTD • Electrical industrial apparatus • New York
GrafTech International Ltd., a duly constituted corporation having its offices at 1521 Concord Pike, Suite 301, Brandywine West, Wilmington, Delaware 19803, herein acting by its duly authorized representative, as he or she so declares (together with its subsidiaries and affiliates, hereinafter referred to as “GTI”)
GRAFTECH INTERNATIONAL LTD. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934Humber Agreement • March 16th, 2006 • Graftech International LTD • Electrical industrial apparatus
THIS AMENDMENT is made effective as of January 1, 2006 (“ The Effective Date”) by and among (1) CONOCOPHILLIPS (U.K.) LIMITED (“Seller”), formerly known as Conoco (U.K.) Limited, of Park House, 116 Park Street, London W1K 6NN and (2) UCAR S.A. (“Buyer”) of 17 Route de Pallatex CH-1163, Etoy Switzerland (each a “Party” and together “the Parties”) and amends an Agreement (the “Agreement”) among the Parties entered as of January 1, 2001, as amended by Amendment No. 1 dated as of January 1, 2004 and Amendment No. 2 dated as of January 1, 2005 in the following particulars:
GRAFTECH INTERNATIONAL LTD. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934Lake Charles Agreement • March 16th, 2006 • Graftech International LTD • Electrical industrial apparatus • Ucar
THIS AMENDMENT is made effective as of January 1, 2006 (“ The Effective Date”) by and among (1) CONOCOPHILLIPS COMPANY (“Seller”), successor by merger to Conoco Inc, of 600 North Dairy Ashford Road, Houston, Texas 77079; and (2) UCAR CARBON COMPANY INC. (“UCARINC”), AND UCAR S.A. (together with UCARINC, “Buyer”) of 17 Route de Pallatex CH-1163, Etoy Switzerland (each a “Party” and together “the Parties”) and amends an Agreement (the “Agreement”) among the Parties entered as of January 1, 2001, as amended by Amendment No. 1 dated as of January 1, 2004 and Amendment No. 2 dated as of January 1, 2005 in the following particulars:
