NON-EMPLOYEE DIRECTOR
NON-EMPLOYEE
DIRECTOR
This
AGREEMENT (the "Agreement") is made as of February 28, 2006 (the "Date of
Grant") by and between GEORGIA GULF CORPORATION, a Delaware corporation (the
"Company"), and _________________ (“Optionee”).
1. 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 (the "Plan"),
the Company hereby grants to the Optionee as of the Date of Grant a stock option
(the "Option") to purchase 3,000 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.
2. Term
of Option.
The
term of the Option shall commence on the Date of Grant and, unless earlier
terminated in accordance with Section 6 hereof, shall expire ten (10) years
from
the Date of Grant.
3. Right
to Exercise.
Subject
to expiration or earlier termination, 100% of the Option shall become
exercisable on the first anniversary of the Date of Grant. 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.
4. 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.
5. Notice
of Exercise; Payment.
(a)
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.
(b)
The Optionee may also tender the Option Price by (i) the actual or constructive
transfer to the Company of nonforfeitable, nonrestricted Common Shares that
have
been owned by the Optionee for more than six months prior to the date of
exercise, or (ii) by any combination of the foregoing methods of payment,
including a partial tender in cash and a partial tender in nonforfeitable,
nonrestricted Common Shares.
(c)
Within ten (10) days after notice, the Company shall direct the due issuance
of
the Optioned Shares so purchased.
(d)
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 as defined in the Plan.
(e)
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 Compensation
Committee shall in its sole discretion deem necessary or advisable. The date
of
such notice shall be the exercise date.
6. Termination
of Agreement.
The
Agreement and the Option granted hereby shall terminate automatically and
without further notice ten (10) years from the Date of Grant.
In
the
event that the Optionee's termination from service on the Board for cause (as
determined by the Board), the Agreement shall terminate at the time of such
termination notwithstanding any other provision of this Agreement.
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 and 7 hereof, on the date of termination from service
on
the Board. For the purposes of this Agreement, the continuous service of the
Optionee with the Company shall not be deemed to have been interrupted if an
Optionee subsequently becomes an employee of the Company or a Subsidiary while
remaining a member of the Board.
7. 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.
8. 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 result in a violation of any such law.
9. Adjustments.
The
Committee 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 Compensation Committee 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
Compensation Committee 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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 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).
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.
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GEORGIA
GULF CORPORATION
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By:
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Vice
President
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