<PAGE> 1
Exhibit 10.10
GRAFTECH INC.
MANAGEMENT INCENTIVE PLAN
<PAGE> 2
GRAFTECH INC.
MANAGEMENT INCENTIVE PLAN
Section 1. PURPOSE
The purpose of the Plan is to: (a) provide incentives and
rewards to the CEO and other employees of the Corporation who occupy certain
management positions; (b) assist the Corporation in attracting, retaining and
motivating employees of high caliber and experience; and (c) make the
Corporation's compensation program competitive with those of other comparable
employers.
Section 2. EFFECTIVE DATE
The Plan shall be effective on the effective date of the
registration statement filed by Graftech Inc. with the Securities and Exchange
Commission in connection with the initial public offering of the common stock
of Graftech Inc., unless the closing of the offering does not occur within
thirty (30) days after the effective date.
Section 3. DEFINITIONS
3.1 "Award" shall mean the amount of annual incentive
compensation payable to a Participant for a Plan Year.
3.2 "Beneficiary" shall mean a Participant's deemed beneficiary
pursuant to Section 9 hereof.
3.3 "Board" shall mean the Board of Directors of Graftech Inc.
3.4 "CEO" shall mean the Chief Executive Officer of Graftech
Inc.
3.5 "Controlled Affiliates" shall mean each of the direct or
indirect subsidiaries and controlled affiliates of Graftech Inc.
<PAGE> 3
3.6 "Corporation" shall mean Graftech Inc. and its Controlled
Affiliates.
3.7 "Department" shall mean the Corporate Human Resources
Department of the Corporation or its designated representative.
3.8 "Disability" or "Disabled" shall mean a Participant's
inability to engage in any substantial gainful activity because of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted, or can be expected to last, for a
continuous period of six (6) months or longer.
3.9 "Eligible Employee" shall mean any employees in positions
in Grades 13 and above or equivalent.
3.10 "Participant" shall mean the CEO and any Eligible Employee
authorized by the CEO to participate in the Plan.
3.11 "Plan" shall mean this Graftech Inc. Management Incentive
Plan, as it may be amended from time to time.
3.12 "Plan Year" shall mean the calendar year.
3.13 "Retirement" shall mean termination of employment from the
Corporation with the right under the UCAR Carbon Retirement Plan (if the
Corporation is participating in such Plan), or other defined benefit pension
plan adopted by the Corporation, to receive a non-actuarially reduced pension
immediately upon separation from service. If a Participant does not participate
in the UCAR Carbon Retirement Plan or such other plan, "Retirement" means
termination of employment after (i) attaining age 65, (ii) attaining age 62 and
completing at least 10 years of employment, or (iii) having accumulated 85
points, where
3
<PAGE> 4
each year of age and each year of employment count for one point.
3.14 "Savings Plan" shall mean the UCAR Carbon Savings Plan (if
the Corporation is participating in such Plan), or other defined contribution
plan adopted by the Corporation.
Section 4. ADMINISTRATION
4.1 The Plan shall be administered by the Department which,
subject to Section 6.3 hereof, shall have full power and authority to construe
and interpret the Plan, establish and amend administrative regulations to
further the purpose of the Plan, select or authorize the selection criteria of
Participants, authorize Award levels, and take any other action necessary to
administer the Plan. The Department's decisions, actions, and interpretations
regarding the Plan shall be final and binding upon all Participants and
Beneficiaries.
4.2 The Department shall: (i) formulate and recommend to the
Board such changes in the Plan as may facilitate the administration of the
Plan; (ii) maintain summary records of Awards; (iii) prepare reports and data
required by the Corporation and government agencies; (iv) obtain necessary
consents and approvals by government agencies; (v) obtain any data requested by
the Board; and (vi) take such other actions requested by the Board as are
necessary for the effective implementation of the Plan.
Section 6. PARTICIPATION DATA
6.1 The Department shall prepare and submit to the Board a list
which shall set forth (i) the total number of employees who are Participants
and (ii) such other information as the Board shall request.
Section 7. AWARDS
4
<PAGE> 5
7.1 For each Plan Year, the Department, subject to the approval
of the CEO, shall establish a target award level for each Participant.
7.2 The Board shall determine the aggregate amount to be
awarded for each Plan Year and may authorize Awards in such amounts and to such
Participants as the Board in its discretion shall determine. That determination
shall be based upon an evaluation of whether, and to what extent, the corporate
measures of performance have been met during the Plan Year and such other
factors as the Board shall determine. The Board, in its sole discretion, may
increase or decrease the aggregate amount to be awarded for each Plan Year
irrespective of whether the corporate measures of performance have been met.
7.3 The Department shall, subject to the approval of the CEO,
determine the amount of the Award granted to each Participant. The Department
shall consider the extent to which a Participant achieves, during a Plan Year,
specific measures of performance established from time to time prior to or
during the Plan Year.
7.4 The Department shall provide a report to the Board of the
actual Awards for each Plan Year.
Section 8. PAYMENT OF AWARDS
8.1 The Board shall authorize Awards for a Plan Year at such
time after the end of such Plan Year as the Board in its discretion may
determine. The Board, in its discretion, may authorize the payment of Awards in
cash, stock, or a combination thereof.
8.2 The Board reserves the right to defer payment of some or
all Awards, in whole or in part, upon such terms and conditions as the Board in
its discretion may determine. The Board's decision regarding the deferral of an
Award shall be final and binding
5
<PAGE> 6
on all Participants and Beneficiaries.
Section 8. TERMINATION OF EMPLOYMENT
8.1 If a Participant's employment with the Corporation is
terminated during a Plan Year, by the Corporation without cause or because of
the death, Disability or Retirement of the Participant, then the Award to such
Participant shall equal the amount which would have been granted to such
Participant under the Plan had such Participant's employment with the
Corporation not been terminated multiplied by a fraction, the numerator of
which is the number of months during such Plan Year that such Participant was
employed by the Corporation and the denominator of which is 12.
8.2 If a Participant's employment with the Corporation is
terminated during a Plan Year, by the Corporation for cause or by the
Participant for any reason other than death, Disability or Retirement, then
such Participant shall not be entitled to an Award for such Plan Year. The CEO
(and the Board in the case of the executive officers of the Corporation, as
such group is determined from time to time by the Department) may, however, in
his or her discretion, determine that it is in the best interests of the
Corporation to authorize all or part of an Award to such Participant. If the
CEO shall so authorize an Award, then such Award shall be determined pursuant
to the guidelines set forth in Section 8.1 hereof.
8.3 A Participant whose employment with the Corporation is
terminated for any reason shall be deemed to have terminated employment with
the Corporation on the last day of the month in which termination occurs.
Section 9. CHANGE OF POSITION DURING A PLAN YEAR
9.1 If a Participant is reassigned to a different position
during a
6
<PAGE> 7
Plan Year, the total Award will be determined proportionally based on the
relative performance and time in each position.
Section 10. BENEFICIARY DESIGNATION
10.1 The beneficiary or beneficiaries designated by the
Participant or deemed to have been designated by the Participant under the
Savings Plan shall be deemed to be the Participant's Beneficiary and a deceased
Participant's unpaid Award shall be paid to his or her Beneficiary. If a
Participant does not participate in the Savings Plan or if a Participant does
participate in the Savings Plan and has not designated or been deemed to have
designated a beneficiary thereunder, then a deceased Participant's unpaid Award
shall be distributed to the Participant's estate. If a Participant's
Beneficiary does not survive the Participant, then a deceased Participant's
unpaid Award shall be distributed to the Participant's estate. If the
Beneficiary of a deceased Participant survives the Participant, and dies before
such Participant's Award is distributed, then such unpaid Award shall be
distributed to the Beneficiary's estate.
Section 12. GENERAL PROVISIONS
12.1 A Participant may not assign an Award without the
Department's prior written consent. Any attempted assignment without such
consent shall be null and void. For purposes of this paragraph, any designation
of, or payment to, a Beneficiary shall not be deemed an assignment.
12.2 The Plan is intended to constitute an unfunded incentive
compensation arrangement for a select group of key personnel. Nothing contained
in the Plan, and no action taken pursuant to the Plan, shall create or be
construed to create a trust of any kind. A Participant's right to receive an
Award shall be no greater than the right of an unsecured
7
<PAGE> 8
general creditor of the Corporation. All Awards shall be paid from the general
funds of the Corporation, and no special or separate fund shall be established
and no segregation of assets shall be made to assure payment of such Awards.
12.3 Nothing contained in the Plan shall give any Participant
the right to continue in the employment of the Corporation, or affect the right
of the Corporation to discharge a Participant.
12.4 The Plan shall be construed and governed in accordance with
the laws of the State of Delaware.
Section 13. AMENDMENT, SUSPENSION OR TERMINATION
13.1 The Board reserves the right to amend, suspend, or
terminate the Plan at any time; provided, however, that any amendment,
suspension or termination shall not adversely affect the rights of Participants
or Beneficiaries to receive Awards granted prior to such action.
GRAFTECH INC.
Dated: June 29, 2000 By: /s/
-----------------------------
8
<PAGE> 9
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Section 1. PURPOSE.........................................................1
Section 2. EFFECTIVE DATE..................................................1
Section 3. DEFINITIONS.....................................................1
Section 4. ADMINISTRATION..................................................3
Section 5. PARTICIPATION DATA..............................................3
Section 6. AWARDS..........................................................3
Section 7. PAYMENT OF AWARDS...............................................4
Section 8. TERMINATION OF EMPLOYMENT.......................................4
Section 9. CHANGE OF POSITION DURING A PLAN YEAR...........................5
Section 10. BENEFICIARY DESIGNATION.........................................5
Section 11. GENERAL PROVISIONS..............................................6
Section 12. AMENDMENT, SUSPENSION OR TERMINATION............................7
</TABLE>
