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Exhibit 4.3
GEORGIA GULF CORPORATION
Second Amendment to
Employee Stock Purchase Plan
1. THE PLAN. Georgia Gulf Corporation (the "Company") has adopted the
Employee Stock Purchase Plan dated as of December 5, 1995, as amended by the
First Amendment to Employee Stock Purchase Plan dated February 8, 2000 (the
"First Amendment") and as amended by this Second Amendment to Employee Stock
Purchase Plan (the "Second Amendment") as set out below (the "Plan").
2. COMMON STOCK AVAILABLE UNDER THE PLAN. The Plan, in paragraph 2,
authorized 800,000 shares of the Company's Common Stock, of the par value of
$0.01 each (the "Shares") to be issued under the Plan. The First Amendment
authorized an additional 200,000 Shares to be issued.
3. AMENDMENT TO AUTHORIZE ADDITIONAL SHARES UNDER THE PLAN. As a result of
employee participation in the Plan since its inception, the majority of the
1,000,000 Shares previously authorized for issuance thereunder have been issued,
and currently the Plan does not have enough Shares to permit its continued
operation. Therefore, the Plan is hereby amended to authorize the issuance of an
additional 1,000,000 Shares in accordance with the terms and conditions of the
Plan and this Second Amendment.
4. LIMITATION OF NUMBER OF SHARES ISSUABLE EACH YEAR. In order to limit the
number of shares issuable each year under the Plan, Paragraph 4.(d) is hereby
amended to read, in its entirety:
(d) In the event that any year of the Plan the aggregate number
of shares subscribed for pursuant to this Plan shall exceed
200,000, then all subscriptions for such year shall be reduced
proportionally, but disregarding fractions of shares, to the
extent necessary so that the aggregate number of shares covered
by all such subscriptions shall not exceed 200,000.
5. NO OTHER CHANGES. Except as specifically set out above, there are no
changes to any of the other terms and conditions of the Plan and the Plan
remains in full force and effect.
