<PAGE> 1
EXHIBIT 10.8.1
AMENDMENT 1 TO THE GRAFTECH INC.
EMPLOYEE EQUITY INCENTIVE PLAN
The Employee Equity Incentive Plan is hereby amended, as of the Effective Date,
in accordance with the following. Notwithstanding anything contained herein to
the contrary, this amendment shall become null and void if such Effective Date
does not occur before September 30, 2000 or the closing of such offering does
not occur within 30 days after such Effective Date.
1. Section 2.7(ii) is hereby amended to read in its entirety as follows:
"(ii) any "person" or "group" within the meaning of Section 13(d) or
14(d)(2) of the Exchange Act acquires by proxy or otherwise the
right to vote on any matter or question with respect to 15% or more
of the then outstanding Common Stock or 15% or more of the combined
voting power of the then outstanding voting securities of the
Corporation;"
2. Section 2.7(v)(x) is hereby amended to read in its entirety as follows:
"(x) a reorganization, restructuring, recapitalization, reincorporation,
merger or consolidation of the Corporation (a "Business
Combination") unless, following such Business Combination, (a) all
or substantially all of the individuals and entities who were the
beneficial owners of the Common Stock and the voting securities of
the Corporation outstanding immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50%
of the common equity securities and the combined voting power of the
voting securities of the corporation or other entity resulting from
such Business Combination outstanding after such Business
Combination (including, without limitation, a corporation or other
entity which as a result of such Business Combination owns the
Corporation or all or substantially all of the assets of the
Corporation or the Company either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of
outstanding Common Stock and the combined voting power of the
outstanding voting securities of the Corporation, respectively, (b)
no "person" or "group" within the meaning of Section 13(d) or
14(d)(2) of the Exchange Act (excluding (1) any corporation or other
entity resulting from such Business Combination and (2) any employee
benefit plan (or related trust) of the Company or any corporation or
other entity resulting from such Business Combination) beneficially
owns 15% or more of the common equity securities or 15% or more of
the combined voting power of the voting securities of the
corporation or other entity resulting from such Business Combination
outstanding after such Business Combination, except to the extent
that such beneficial ownership existed prior to such Business
Combination
<PAGE> 2
with respect to the Common Stock and the voting securities of the
Corporation, and (c) at least a majority of the members of the board
of directors (or similar governing body) of the corporation or other
entity resulting from such Business Combination were members of the
Board at the time of the execution of the initial agreement
providing for such Business Combination or at the time of the action
of the Board approving such Business Combination, whichever is
earlier; or"
3. Section 2.7(III) is hereby amended to read in its entirety as follows:
"(III) pursuant to clause (i) or (ii) above, solely because UCAR remains
the beneficial owner of 15% or more of the then outstanding Common
Stock or 15% or more of the then outstanding voting securities of
the Corporation or increases its beneficial ownership thereof; or"
4. Section 2.7(IV) is hereby amended to read in its entirety as follows:
"(IV) pursuant to clause (i) or (ii) above, if a "person" or "group"
acquires 15% or more of the then outstanding Common Stock or 15% or
more of the then outstanding voting securities of the Corporation
from UCAR (including, without limitation, acquisitions by reason of
distributions thereof by UCAR International Inc. to its
stockholders); provided, however, that a "Change in Control" of the
Corporation shall be deemed to occur if thereafter the beneficial
ownership of Common Stock or voting securities of the Corporation by
such "person" or "group" increases by more than 1% of the then
outstanding shares of Common Stock or the then outstanding voting
securities of the Corporation (excluding increases due to
distributions or repurchases of Common Stock or voting securities of
the Corporation by the Company, and similar transactions, which have
not been directly or indirectly proposed or initiated by such
"person" or "group" and excluding increases by such "person" or
"group" which do not result in the percentage of beneficial
ownership thereof by such "person" or "group" exceeding the
percentage of beneficial ownership of common stock of UCAR
International Inc. by such "person" or "group" on the Effective
Date)."
5. Section 2.17 is hereby amended to read in its entirety as follows:
"2.17 "Fair Market Value" of a share of Common Stock as of a given date
means the closing sales price (or, if there is no such price, the
average of the highest bid and lowest asked prices) of the Common
Stock on the last trading day immediately preceding such date as of
which Fair Market Value is to be determined as reported by the
principal exchange or market on which the Common Stock is traded.
Notwithstanding the foregoing, for those Awards granted effective as
of the Effective Date, Fair Market Value means the initial public
offering price per share of the Common Stock."
2
<PAGE> 3
6. Section 2.34 is hereby amended to read in its entirety as follows:
"2.34 "UCAR" means UCAR International Inc., a Delaware corporation, and
its subsidiaries (other than the Company)."
7. Paragraph 1 of Exhibit 1 is hereby deleted in its entirety.
8. Section 19.3 in Paragraph 2 of Exhibit 1 is hereby amended to read in its
entirety as follows:
"19.3 New Graftech Option Exercise Price, Terms and Conditions. Each New
Graftech Option shall be based on the Option Price and the terms and
conditions of the corresponding UCAR IPO Date Option as in effect on
the IPO Date."
9. Section 19.6(d) in Paragraph 2 of Exhibit 1 is hereby amended to read in its
entirety as follows:
"(d) Notwithstanding anything contained herein to the contrary, to the
extent required by UCAR in its sole discretion, the exercise prices
of each New UCAR Option and each New Graftech Option shall be
adjusted to the extent necessary to avoid compensation expense to
UCAR and/or Graftech under generally accepted accounting principles
as applied by UCAR on the IPO Date (as changed by UCAR thereafter to
the extent, but only to the extent, required to comply with
generally accepted accounting principles or applicable laws, rules
or regulations); provided, however, that such adjustments are "fair"
to Graftech. For purposes hereof, "fair" shall mean either that: (i)
such adjustments shall not increase the compensation expense which
Graftech would have otherwise incurred, as determined by UCAR in its
sole discretion; or (ii) such adjustments shall be approved by a
majority of the directors of Graftech who are not employees or
directors of UCAR."
10. Paragraph 1 of Exhibit 2 is hereby deleted in its entirety.
11. Section 11.2.2 in Paragraph 2 of Exhibit 2 is hereby amended to read in its
entirety as follows:
"11.2.2 New Graftech Option Exercise Price, Terms and Conditions. Each New
Graftech Option shall be based on the Exercise Price and the terms
and conditions of the corresponding UCAR IPO Date Option as in
effect on the IPO Date."
12. Section 11.5(d) in Paragraph 2 of Exhibit 2 is hereby amended to read in its
entirety as follows:
"(d) Notwithstanding anything contained herein to the contrary, to the
extent required by UCAR in its sole discretion, the exercise prices
of each New
3
<PAGE> 4
UCAR Option and each New Graftech Option shall be adjusted to the
extent necessary to avoid compensation expense to UCAR and/or
Graftech under generally accepted accounting principles as applied
by UCAR on the IPO Date (as changed by UCAR thereafter to the
extent, but only to the extent, required to comply with generally
accepted accounting principles or applicable laws, rules or
regulations); provided, however, that such adjustments are "fair" to
Graftech. For purposes hereof, "fair" shall mean either that: (i)
such adjustments shall not increase the compensation expense which
Graftech would have otherwise incurred, as determined by UCAR in its
sole discretion; or (ii) such adjustments shall be approved by a
majority of the directors of Graftech who are not employees or
directors of UCAR."
13. Paragraph 1 of Exhibit 3 is hereby deleted in its entirety.
14. Section 11.2.2 in Paragraph 2 of Exhibit 3 is hereby amended to read in its
entirety as follows:
"11.2.2 New Graftech Option Exercise Price, Terms and Conditions. Each New
Graftech Option shall be based on the Exercise Price and the terms
and conditions of the corresponding UCAR IPO Date Option as in
effect on the IPO Date."
15. Section 11.5(d) in Paragraph 2 of Exhibit 3 is hereby amended to read in its
entirety as follows:
"(d) Notwithstanding anything contained herein to the contrary, to the
extent required by UCAR in its sole discretion, the exercise prices
of each New UCAR Option and each New Graftech Option shall be
adjusted to the extent necessary to avoid compensation expense to
UCAR and/or Graftech under generally accepted accounting principles
as applied by UCAR on the IPO Date (as changed by UCAR thereafter to
the extent, but only to the extent, required to comply with
generally accepted accounting principles or applicable laws, rules
or regulations); provided, however, that such adjustments are "fair"
to Graftech. For purposes hereof, "fair" shall mean either that: (i)
such adjustments shall not increase the compensation expense which
Graftech would have otherwise incurred, as determined by UCAR in its
sole discretion; or (ii) such adjustments shall be approved by a
majority of the directors of Graftech who are not employees or
directors of UCAR."
4
