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Exhibit 10.16.0
NON-QUALIFIED STOCK OPTION
AGREEMENT
(Standard Option Version as of
April 2, 2007)
Non-Qualified Stock Option
Agreement (this “Option Agreement”), dated as of
(the “Grant Date”), between GrafTech International Ltd.
(the “Company”) and
(the “Participant”).
BACKGROUND
Pursuant to the GrafTech
International Ltd. 2005 Equity Incentive Plan as amended through
the date hereof (the “Plan”), a copy of which has been
furnished to the Participant and the terms of which are
incorporated herein by reference, the Company intends to provide
incentives to certain management employees of the Company and its
Subsidiaries by providing them with opportunities to purchase
shares of Common Stock.
The Board or the Committee
has determined that it would be in the best interest of the Company
and its stockholders to grant the Options to the Participant under
the Plan.
In consideration of the
covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise indicated
herein, whenever capitalized terms are used in this Option
Agreement, they shall have the meanings set forth in (i) the
written employment agreement between the Participant and the
Company or a Subsidiary or (ii) if not set forth in such an
agreement or if there is no such agreement, as set forth below or,
if not set forth below, as set forth in the Plan
“ Cause ”
shall mean:
(a) gross neglect or
willful and continuing refusal by the Participant to substantially
perform his or her duties or responsibilities for or owed to the
Company (other than due to death, Disability or
Retirement);
(b) breach by the
Participant of his or her confidentiality obligations owed to the
Company;
(c) willful engagement
by the Participant in conduct which is demonstrably injurious to
the Company (including a breach by the Participant of his or her
confidentiality, non-competition or non-solicitation obligations
owed to the Company); or
(d) conviction or plea
of nolo contendere by the Participant to a felony or
a misdemeanor involving dishonesty or financial or economic
wrongdoing (such as fraud, embezzlement, insider trading, bribery,
theft, price fixing, graft or corrupt payments, perjury or false
certification).
“ Disability
” means a disability for purposes of the then current or most
recent UCAR Carbon Long-Term Disability Plan, regardless of whether
the Participant is or would have been covered thereby.
“ Retirement
” means the Participant’s retirement from employment by
the Company and its Subsidiaries (i) with the right to receive
a non-actuarially reduced pension benefit under the UCAR Carbon
Retirement Plan (or a successor plan) or (ii) if not eligible
to participate therein or if such Plan (or a successor plan) is not
then in effect or shall have been changed in a manner which makes
it materially more onerous to become eligible to receive such a
benefit than it is on the Grant Date, at any time after attaining
age 62 with at least 10 years of employment with the Company and
its Subsidiaries or after attaining age 65 or after attaining that
age where the sum of the Participant’s age and years of
employment with the Company and its Subsidiaries equals or exceeds
85.
ARTICLE II
GRANT OF OPTIONS
2.1 Grant of Options .
The Participant is hereby granted Options representing the right to
purchase
(
) shares of Common Stock. Such Options are Standard Options. Unless
otherwise indicated herein, references herein to
“Options” means the Options granted hereby.
2.2 Exercise Price .
The Exercise Price of the Options shall be $
per share.
2.3 Grant Information
. The Board or the Committee authorized the grant of the Options on
the following date:
.
ARTICLE III
EXERCISABILITY OF
OPTIONS
Options shall vest upon the
earliest to occur of the events described in Sections 3.1, 3.2 or
3.3 and shall become exercisable as described in Section 3.4,
in each case subject to the limitations set forth in
Section 3.6:
3.1 Time Vesting . If
not sooner vested or terminated, all Options shall vest as to
one-third of the Options hereby granted on each of the first three
anniversaries of the Grant Date...
3.2 Vesting upon Change in
Control . If not sooner vested or terminated, all Options shall
vest upon the occurrence of a Change in Control.
3.3 Discretionary Vesting
and Exercisability . The Committee or the Board may, in its
sole discretion, accelerate the vesting, the exercisability or both
of any or all Options at any time and for any reason.
2
3.4 Exercise; Restriction
on Exercise . No unvested Options shall be exercisable. All
vested Options shall become exercisable at the time they first vest
and shall cease to be exercisable at the time they expire as
provided in Section 3.5 or Article V.
3.5 Effect of Termination
of Employment and Other Events on Vesting; Expiration of Unvested
Options . Unless otherwise determined by the Board or the
Committee, unvested Options shall cease to vest and shall expire
upon the earliest to occur of (i) the time of notification of
the Participant’s termination of employment by the Company or
its Subsidiaries for Cause or (ii) the date of (1) the
Participant’s Retirement, death or Disability, (ii) the
Participant’s termination of employment by the Company or its
Subsidiaries without Cause or upon lay-off, (3) the
Participant’s resignation from employment with the Company or
its Subsidiaries (including resignation due to disability),
(4) expiration as provided in Article V or
(5) cancellation as provided in Article VI.
ARTICLE IV
EXERCISE OF OPTIONS
4.1 Person Who Can
Exercise . Exercisable Options may only be exercised by the
Participant, except that, in the event of Disability, those
Opti
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