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EXHIBIT 10.9.1
AMENDMENT 1 TO THE GRAFTECH INC.
OUTSIDE DIRECTOR EQUITY INCENTIVE PLAN
The Outside Director 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 2.6(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 2.6(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
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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 2.6(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 2.6(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 2.15 is hereby amended to read in its entirety as follows:
"2.15 "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."
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6. Section 2.26 is hereby amended to read in its entirety as follows:
"2.26 "UCAR" means UCAR International Inc., a Delaware corporation, and
its subsidiaries (other than the Company)."
7. Section 5.3 is hereby amended to read in its entirety as follows:
"5.3 Maximum Number of Shares Available. 400,000 shares of Common Stock
are initially reserved for issuance in connection with Awards
granted under the Plan, subject to Section 5.4 hereof. Such shares
may consist in whole or in part of authorized and unissued shares or
treasury shares. At the time shares of Common Stock are issued
pursuant to an Award, the number of shares of Common Stock reserved
for issuance under the Plan shall automatically be increased by the
number of shares of Common Stock issued with respect to such Award.
If an Award expires unexercised or is forfeited, surrendered,
cancelled or settled in cash in lieu of Common Stock, shares of
Common Stock previously set aside for such Award shall be available
for use in connection with future Awards."
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