Exhibit 10.14.1
FORM OF IRS 409A AMENDMENT
TO
GRAFTECH INTERNATIONAL
LTD.
SEVERANCE COMPENSATION AGREEMENT FOR SENIOR
MANAGEMENT
WHEREAS, GrafTech International Ltd.
(“GrafTech”) entered into Severance Compensation
Agreements with Senior Management (U.S. 2.0, U.S.2.99,
International 2.0 and International 2.99 Versions) (each, an
“Agreement” and collectively, the
“Agreements”), the terms of which are consistent with
forms published as exhibits to the GrafTech Form 10-K;
and
WHEREAS, GrafTech wishes to amend
the Agreements (including the forms) to comply with
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder;
NOW, THEREFORE, the forms of
Agreements are hereby amended, and the officers of GrafTech are
hereby authorized to enter into agreements to amend the actual
Agreements on behalf of GrafTech, effective January 1, 2005,
as follows:
1. Each reference in the Agreement
to the “Company” is replaced with a reference to the
“Corporation”.
2. Section 1.d. of the
Agreement is amended to read in its entirety as follows:
““ Disability
” shall mean you are unable to engage in any substantial
gainful activity by reason of a medically determinable physical or
mental impairment that can be expected to result in death or last
for a continuous period of not less than 12
months.”
3. Section 2.a.(i) of the
Agreement is amended by inserting the following immediately after
the phrase “Date of Termination”:
“, but in no event later than
sixty (60) days following a “separation from
service” within the meaning of Code Section 409A and the
regulations promulgated thereunder (“ Section 409A
”)”
4. Section 2.a.(ii) of the
Agreement is amended by inserting the following immediately after
the phrase “Date of Termination”:
“, but in no event later than
sixty (60) days following a “separation from
service” within the meaning of
Section 409A”
5. Section 2.a.(iv) of the
Agreement is amended by inserting the following immediately after
the phrase “Date of Termination”:
“, but in no event later than
sixty (60) days following a “separation from
service” within the meaning of
Section 409A”
6. A new Section 2.a.(vi)(F) is
added to the Agreement to read in its entirety as
follows:
“Any Gross-Up Payment, as
determined pursuant to this Section 2.a.(vi), shall be paid by
the Corporation within five (5) days of the receipt of the
Accounting Firm’s determination; provided that, the Gross-Up
Payment, if any, shall in all events be paid no later than the end
of your taxable year next following your taxable year in which the
Excise Tax (or any income or other related taxes or interest or
penalties thereon) on a Payment is remitted to the Internal Revenue
Service or any other applicable taxing authority. The Gross-Up
Payment shall be paid to you; provided that the Corporation, in its
sole discretion
