Exhibit 10.2
RESTRICTED SHARE UNIT
AGREEMENT
This AGREEMENT (the
“Agreement”) is made as of
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2009 (the “Date of Grant”) by and between GEORGIA GULF
CORPORATION, a Delaware corporation (together with any
Subsidiaries, as applicable, the “Company”), and
(the “Grantee”).
1.
Grant of Restricted Share
Units. Subject to
and upon the terms, conditions, and restrictions set forth in this
Agreement and in the Company’s 2009 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.
2.
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.
3.
Vesting of Restricted Share
Units.
(a)
50% of the of Restricted Share Units
specified in Section 1 of this Agreement shall vest as
follows:
(i)
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 (33
1 / 3
%) multiplied by the number
equal to 50% of Restricted Share Units specified in Section 1
of this Agreement shall become nonforfeitable on a cumulative basis
until such 50% of the Restricted Share Units have become
nonforfeitable.
(ii)
Notwithstanding the provisions of
Section 3(a)(i), but subject to earlier forfeiture as
described below, all of the Restricted Share Units subject to
Section 3(a) shall immediately become nonforfeitable in
the event of a Change in Control.
(b)
50% of the of Restricted Share Units
specified in Section 1 of this Agreement shall vest as
follows:
(i)
If the Company is in compliance with
the financial covenants set forth in Section 8.11 (the
“Financial Covenants”) of the Credit Agreement dated as
of October 3, 2006 among the Company, Royal Group, Inc.,
the various subsidiaries of the Company party thereto as
Guarantors, the various financial institutions party thereto as
lenders, and Bank of America, National Association, as Domestic
Administrative Agent and Bank of America, National Association
acting through its Canada branch, as Canadian
Administrative Agent (the
“Credit Agreement”), then 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 (33
1 / 3
%) multiplied by the number
equal to 50% of Restricted Share Units specified in Section 1
of this Agreement shall become nonforfeitable on a cumulative basis
until such 50% of the Restricted Share Units have become
nonforfeitable.
(ii)
In the event the Company is not in
compliance with the Financial Covenants on any anniversary of the
Date of Grant, the Restricted Share Units scheduled to vest on such
anniversary of the Date of Grant shall immediately be
forfeited.
(iii)
Notwithstanding the provisions of
Section 3(b)(ii), but subject to the forfeiture provision in
Section 4, in the event the Company refinances the debt
incurred pursuant to the Credit Agreement prior to the third
anniversary of the Date of Grant, any Restricted Share Units
subject to Section 3(b) that have not theretofore become
nonforfeitable (including any Restricted Share Units previously
forfeited pursuant to Section 3(b)(ii)), and have not
otherwise been forfeited pursuant to Section 4, shall
immediately vest in full.
(iv)
Notwithstanding the provisions of
Section 3(b)(i), but subject to earlier forfeiture as
described below, all of the Restricted Share Units subject to
Section 3(b) shall immediately become nonforfeitable in
the event of a Change in Control.
4.
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”).
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
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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 s
