Exhibit 10.2
TERMINATION AND RELEASE
AGREEMENT
Gary R. Whitaker
(“Employee”) and GrafTech International Holdings Inc.,
its successors, assigns, parents, subsidiaries, divisions,
affiliates, officers, directors, employees, agents and
representatives (collectively, “Employer”) hereby
knowingly and voluntarily agree to enter into this Settlement and
Release Agreement (“Agreement”) made this 30
th
day of June 2008, in
order to resolve all outstanding issues and set forth all the
obligations between the parties arising out of Employee’s
employment and separation from employment with Employer.
NOW, THEREFORE, Employee and
Employer, in consideration of the mutual promises and covenants
contained herein, agree as follows:
First: Employee’s employment
with Employer will terminate effective June 30, 2008. During
the notice period, Employee agrees to continue the performance of
his duties and responsibilities in a professional manner and to
cooperate in the transition of such duties and
responsibilities.
Second: In consideration for
entering into this Agreement, Employer will pay Employee his
regular monthly base salary ($24,153.75), less applicable payroll
deductions and in accordance with Employer’s regular payroll
practices, through December 31, 2008. In addition, Employer
shall pay to Employee all outstanding accrued vacation for 2008.
Employee will retain right to 21,999 unvested shares as restricted
stock; 6,666 shares will time vest as of May 1, 2009 and
15,333 shares will performance vest on February 28, 2009,
provided the Company meets its targets for vesting under the Long
Term Incentive Plan, if not, then 10,000 shares will time vest on
February 26, 2010, in accordance with the time vesting
provisions applicable to restricted stock granted on
October 23, 2006 and the balance of 5,333 shares will be
canceled.
Third: Employee acknowledges that he
has been advised that he may continue health insurance benefits
pursuant to COBRA and that he will receive additional information
regarding COBRA under separate cover. Further, Employer agrees that
provided Employee elects to continue coverage under COBRA the
premium payments for such coverage will be the same as if he were
an active employee until the earlier of December 31, 2008, or
the date on which Employee becomes enrolled in comparable medical
coverage under another group plan. Thereafter, all premium payments
will be the responsibility of Employee.
Fourth: Employer will provide
outplacement service through Lee Hecht Harrison for a period of
twelve (12) months following the date of termination of
employment.
Fifth: All obligations under this
Agreement shall commence after this Agreement has been executed and
the seven (7) day revocation period provided for herein has
expired. Benefits under this Agreement will be revoked if Employee
terminates employment prior to June 30, 2008, or if Employee
fails to cooperate with the transition of his duties and
responsibilities during the notice period.
Sixth: Upon termination, Employee
will return all Employer-owned or leased property, documents,
records and other information of any type whatsoever concerning or
relating to the business and affairs of Employer or any
successor.
Seventh: Employee acknowledges that
he is not entitled to any other benefits, payments or wages, except
as set forth in this Agreement. This Agreement supersedes any and
all previous agreements and plans, whether written or oral, between
Employee and Employer.
Eighth: Employee agrees that
acceptance of this Agreement constitutes a complete, voluntary and
knowing waiver of any claims that may be legally waived, asserted
or non-asserted, that Employee may have against Employer arising
out of his employment and termination of employment (other than
Employee’s vested rights under Employer’s pension
plan), including any claims Employee may have under applicable
state laws for torts, contracts or employment agreements or under
any federal, state, or local statute, regulation, rule, ordinance
or order which covers or purports to cover or relates to any aspect
of employment, including, but not limited to, discrimination based
on race, sex, age, religion, national origin, sexual orientation,
physical, medical or mental condition, or marital status under,
among other statutes, Title VII of the Civil Rights Act of 1964 as
amended, the Civil Rights Act of 1991, the Americans with
Disabilities Act as amended, the Rehabilitation Act of 1973, the
Age Discrimination in Employment Act as amended, the Older Workers
Benefit Protection Act, the Sarbanes-Oxley Act, the Ohio Civil
Rights Act, and any other federal, state or local civil rights,
disability, discrimination, retaliation or labor law, or any theory
of contract or tort law.
Ninth: As a material inducement to
Employ
