Georgia Gulf 8-K 02-28-2006
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): March 23, 2006 (February 28, 2006)
 
GEORGIA GULF CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
  
1-9753
  
58-1563799
(State or Other Jurisdiction of Incorporation)
  
(Commission File Numbers)
  
(I.R.S. Employer Identification No.)

 
115 Perimeter Center Place, Suite 460
    
Atlanta, Georgia
  
30346
(Address of Principal Executive Offices)
  
(Zip Code)

 
Registrant’s Telephone Number, Including Area Code:
  
(770) 395-4500
 
N/A 
(Former Name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 1.01
Entry into a Material Definitive Agreement.

On February 28, 2006, the board of directors (the “Board”) of Georgia Gulf Corporation (the “Company”), upon the recommendation of the compensation committee of the Board, approved awards to non-employee directors and executive officers on modified terms pursuant to the Company’s Amended and Restated 2002 Equity and Performance Incentive Plan, as amended (the “Plan”). Copies of the agreements which contain the modified terms are attached as exhibits hereto and incorporated herein by this reference.
 
In addition, on that date the Board approved the grant of certain equity compensation awards pursuant to the Plan to the non-employee directors and executive officers of the Company on the modified terms. The following non-employee directors and executive officers of the Company received the following equity compensation awards for the number of shares indicated:
 
Executive Officers
 
NAME
 
STOCK OPTIONS
RESTRICTED SHARE UNITS
Edward A. Schmitt
94,999
36,951
Mark J. Seal
20,499
7,974
William H. Doherty
20,001
7,779
Joel I. Beerman
18,999
7,389
Paul D. Carrico
18,750
7,290
James T. Matthews
18,750
7,290
C. Douglas Shannon
17,502
6,807
Non-Employee Directors
 
John E. Akitt
3,000
  
Dennis M. Chorba
3,000
  
Patrick J. Fleming
3,000
  
Charles R. Henry
3,000
  
Yoshi Kawashima
3,000
  
Jerry R. Satrum
3,000
  
A summary of the amended terms of the forms of agreement follows and is qualified by reference to the full text of the applicable agreement.
 

Under the restricted share unit agreement as modified, in the event of termination prior to full vesting, if the recipient would meet certain age and years of service requirements, the executive will be deemed to be in the continuous employ of the Company until all such restricted stock units have vested, provided that such recipient ceases to be employed by the Company for a reason other than cause and does not engage in any Detrimental Activity (as defined in the Plan) during such time (compliance with such conditions being deemed a “Qualifying Retirement”).
 
Under the stock option agreement as modified, in the event of termination, if the executive would meet the conditions for a Qualifying Retirement, such stock option will continue to vest and be exercisable as if the grantee remained continuously employed by the Company during such term.
 
Under the revised terms, Messrs. Schmitt, Seal, Beerman, Carrico and Shannon are currently eligible for Qualifying Retirement.
 
Under the stock option agreement for non-employee directors as modified, in the event of termination of a non-employee director’s service, such stock option will continue to vest and be exercisable for the full ten (10) year term of the original grant as if the non-employee director’s service had continued during such term.
 
If a recipient of awards under any agreement engages in any Detrimental Activity prior to vesting and/or exercise, the Company has, and can exercise, all rights given it in the Plan.
 
Item 9.01
Financial Statements and Exhibits.

 
(d)
Exhibits

Exhibit No.
  
Description
     
10.1
  
Form of 2006 Restricted Share Unit Agreement (with qualifying retirement)
     
10.2
  
Form of 2006 Nonqualified Stock Option Agreement
     
10.3
  
Form of 2006 Nonqualified Stock Option Agreement for Non-Employee Directors

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GEORGIA GULF CORPORATION
     
 
By:
/s/ JOEL I. BEERMAN
 
By:
Joel I. Beerman
 
Title:
Vice President, General Counsel and Secretary
 
Date: March 23, 2006
 

EXHIBIT INDEX

Exhibit No.
  
Description
     
 
Form of 2006 Restricted Share Unit Agreement (with qualifying retirement)
     
 
Form of 2006 Nonqualified Stock Option Agreement
     
 
Form of 2006 Nonqualified Stock Option Agreement for Non-Employee Directors