0001193125-07-057168 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT (2005 LTIP Version)
Restricted Stock Agreement • March 16th, 2007 • 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”).

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GRAFTECH INTERNATIONAL LTD. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
Graftech International LTD • March 16th, 2007 • Electrical industrial apparatus

THIS AMENDMENT is made effective as of January 1, 2007 (“The Effective Date”) by and among (1) CONOCOPHILLIPS (U.K.) LIMITED (“Seller”), formerly known as Conoco (U.K.) Limited, of Portman house, 2 Portman St, London W1H 6DU, united Kingdom and (2) UCAR S.A. (“Buyer”) of Route de Renens 1, 1030 Bussigny-pres-Lausanne, Switzerland (each a “Party” and together “the Parties”) and amends an Agreement (the “Agreement”) among the Parties entered as of January 1, 2001, 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 1934
Technology License Agreement • March 16th, 2007 • Graftech International LTD • Electrical industrial apparatus • Ucar

TECHNOLOGY LICENSE AGREEMENT, dated as of December 5, 2006, among GRAFTECH INTERNATIONAL LTD., a Delaware corporation (“GTI”), UCAR CARBON COMPANY INC., a Delaware corporation (“UCAR”), ALCAN FRANCE, a French société par actions simplifiée (formerly known as Pechiney) (“Buyer”), and CARBONE SAVOIE, a French société par actions simplifiée (“Carbone Savoie”).

GRAFTECH INTERNATIONAL LTD. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
Graftech International LTD • March 16th, 2007 • Electrical industrial apparatus

THIS AMENDMENT is made effective as of January 1, 2007 (“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 Route de Renens 1, 1030 Bussigny-pres-Lausanne, 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 January 1, 2004, Amendment No. 2 dated January 1, 2005 and Amendment No. 3 dated January 1, 2006, in the following particulars:

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