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Graftech International Ltd – ‘10-K’ for 12/31/18 – ‘EX-10.33’

On: Friday, 2/22/19, at 4:25pm ET · For: 12/31/18 · Accession #: 931148-19-9 · File #: 1-13888

Previous ‘10-K’: ‘10-K’ on 2/27/17 for 12/31/16 · Next: ‘10-K’ on 2/21/20 for 12/31/19 · Latest: ‘10-K’ on 2/14/24 for 12/31/23 · 13 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/22/19  Graftech International Ltd        10-K       12/31/18  129:15M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.37M 
 2: EX-10.32    Material Contract                                   HTML     42K 
 3: EX-10.33    Material Contract                                   HTML     60K 
 4: EX-10.34    Material Contract                                   HTML     52K 
 5: EX-10.35    Material Contract                                   HTML     38K 
 6: EX-21.1     Subsidiaries List                                   HTML     65K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
18: R1          Document And Entity Information                     HTML     72K 
19: R2          Consolidated Balance Sheets                         HTML    148K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     57K 
21: R4          Consolidated Statements Of Income And               HTML    138K 
                Comprehensive Income                                             
22: R5          Consolidated Statements Of Cash Flows               HTML    155K 
23: R6          Consolidated Statements Of Stockholders' Equity     HTML     96K 
24: R7          Consolidated Statements Of Stockholders' Equity     HTML     41K 
                (Parenthetical)                                                  
25: R8          Business And Summary Of Significant Accounting      HTML    118K 
                Policies                                                         
26: R9          Revenue From Contracts With Customers (Notes)       HTML     78K 
27: R10         Discontinued Operations and Related Assets Held     HTML    131K 
                for Sale                                                         
28: R11         Stock Based and Other Management Compensation       HTML     84K 
29: R12         Segment Reporting                                   HTML     71K 
30: R13         Goodwill And Other Intangible Assets                HTML     73K 
31: R14         Debt And Liquidity                                  HTML     92K 
32: R15         Interest Expense                                    HTML     60K 
33: R16         Fair Value Measurements And Derivative Instruments  HTML    121K 
34: R17         Supplementary Balance Sheet Detail                  HTML     93K 
35: R18         Commitments                                         HTML     46K 
36: R19         Retirement Plans And Postretirement Benefits        HTML    413K 
37: R20         Contingencies                                       HTML     60K 
38: R21         Income Taxes                                        HTML    177K 
39: R22         Stockholders' Equity                                HTML     59K 
40: R23         Earnings Per Share                                  HTML     52K 
41: R24         Quarterly Information                               HTML    185K 
42: R25         Subsequent Events                                   HTML     40K 
43: R26         Business And Summary Of Significant Accounting      HTML    194K 
                Policies (Policy)                                                
44: R27         Business And Summary Of Significant Accounting      HTML     77K 
                Policies (Tables)                                                
45: R28         Revenue From Contracts With Customers (Tables)      HTML     66K 
46: R29         Discontinued Operations and Related Assets Held     HTML    130K 
                for Sale (Tables)                                                
47: R30         Stock Based and Other Management Compensation       HTML     80K 
                (Tables)                                                         
48: R31         Segment Reporting (Tables)                          HTML     72K 
49: R32         Goodwill And Other Intangible Assets (Tables)       HTML     74K 
50: R33         Debt And Liquidity (Tables)                         HTML     57K 
51: R34         Interest Expense (Tables)                           HTML     57K 
52: R35         Fair Value Measurements And Derivative Instruments  HTML     68K 
                (Tables)                                                         
53: R36         Supplementary Balance Sheet Detail (Tables)         HTML     94K 
54: R37         Commitments (Tables)                                HTML     47K 
55: R38         Retirement Plans And Postretirement Benefits        HTML    423K 
                (Tables)                                                         
56: R39         Management Compensation And Incentive Plans         HTML     59K 
                (Tables)                                                         
57: R40         Contingencies (Tables)                              HTML     47K 
58: R41         Income Taxes (Tables)                               HTML    167K 
59: R42         Stockholders' Equity (Tables)                       HTML     47K 
60: R43         Earnings Per Share (Tables)                         HTML     50K 
61: R44         Quarterly Information (Tables)                      HTML    185K 
62: R45         Business And Summary Of Significant Accounting      HTML     54K 
                Policies (Narrative) (Details)                                   
63: R46         Business And Summary Of Significant Accounting      HTML     52K 
                Policies (Ranges Of Estimated Useful Lives)                      
                (Details)                                                        
64: R47         Business And Summary Of Significant Accounting      HTML     50K 
                Policies (Schedule Of Estimated Useful Lives For                 
                Each Major Category Of Amortizable Intangible                    
                Assets) (Details)                                                
65: R48         Business And Summary Of Significant Accounting      HTML     63K 
                Policies - Reclass Adjustments (Details)                         
66: R49         Revenue From Contracts With Customers -             HTML     53K 
                Disaggregation of Revenue (Details)                              
67: R50         Revenue From Contracts With Customers - Contract    HTML     58K 
                Balances Outstanding (Details)                                   
68: R51         Revenue From Contracts With Customers - Remaining   HTML     51K 
                Performance Obligation (Details)                                 
69: R52         Revenue From Contracts With Customers - Narratives  HTML     40K 
                (Details)                                                        
70: R53         Discontinued Operations and Related Assets Held     HTML    161K 
                for Sale (Details)                                               
71: R54         Discontinued Operations and Related Assets Held     HTML     61K 
                for Sale - Narratives (Details)                                  
72: R55         Stock Based and Other Management Compensation -     HTML     94K 
                Narratives (Details)                                             
73: R56         Stock Based and Other Management Compensation -     HTML     59K 
                Deferred and Restricted Stock Units Rollforwards                 
                (Details)                                                        
74: R57         Stock Based and Other Management Compensation -     HTML     54K 
                Valuation Assumptions (Details)                                  
75: R58         Stock Based and Other Management Compensation -     HTML     56K 
                Stock Options Outstanding and Exercisable                        
                (Details)                                                        
76: R59         Stock Based and Other Management Compensation -     HTML     53K 
                Unvested Stock Options Rollforward (Details)                     
77: R60         Acquisitions (Narrative) (Details)                  HTML     41K 
78: R61         Acquisitions (Summary Of The Third-Party Debt       HTML     40K 
                Assumed And Not Repaid In Connection With The                    
                Close Of The Acquisitions) (Details)                             
79: R62         Segment Reporting (Schedule Of Financial            HTML     45K 
                Information Concerning Reportable Segments)                      
                (Details)                                                        
80: R63         Segment Reporting Revenue from External Customers   HTML     56K 
                by Products and Services (Details)                               
81: R64         Segment Reporting Summary Of Information Of         HTML     56K 
                Long-Lived Assets In Different Geographic Areas                  
                (Details)                                                        
82: R65         Goodwill And Other Intangible Assets (Narrative)    HTML     58K 
                (Details)                                                        
83: R66         Goodwill And Other Intangible Assets (Schedule Of   HTML     44K 
                Changes In The Carrying Value Of Goodwill)                       
                (Details)                                                        
84: R67         Goodwill And Other Intangible Assets (Schedule Of   HTML     54K 
                Intangible Assets With Determinable Useful Lives                 
                By Major Category) (Details)                                     
85: R68         Debt And Liquidity (Schedule Of Long-Term Debt)     HTML     58K 
                (Details)                                                        
86: R69         Debt And Liquidity (Old Revolving Facility and      HTML     94K 
                Term Loan Facility) (Details)                                    
87: R70         Debt And Liquidity (Refinancing) (Details)          HTML    100K 
88: R71         Interest Expense (Details)                          HTML     64K 
89: R72         Fair Value Measurements And Derivative Instruments  HTML     74K 
                (Narrative) (Details)                                            
90: R73         Fair Value Measurements And Derivative Instruments  HTML     63K 
                Fair Value Measurements And Derivative Instruments               
                (Schedule Of Fair Value Of Derivatives) (Details)                
91: R74         Fair Value Measurements And Derivative Instruments  HTML     49K 
                (Schedule Of Realized (Gains) Losses On                          
                Derivatives Recognized In Statement Of Operations)               
                (Details)                                                        
92: R75         Supplementary Balance Sheet Detail (Schedule Of     HTML     99K 
                Amounts Recognized In Balance Sheet) (Details)                   
93: R76         Supplementary Balance Sheet Detail (Schedule Of     HTML     46K 
                Analysis Of The Allowance For Doubtful Accounts)                 
                (Details)                                                        
94: R77         Commitments (Narrative) (Details)                   HTML     40K 
95: R78         Commitments (Schedule Of Lease Commitments Under    HTML     55K 
                Non-Cancelable Operating Leases) (Details)                       
96: R79         Retirement Plans And Postretirement Benefits        HTML     64K 
                (Narrative) (Details)                                            
97: R80         Retirement Plans And Postretirement Benefits        HTML     58K 
                (Components Of Consolidated Net Pension Costs                    
                Retirement Plans) (Details)                                      
98: R81         Retirement Plans And Postretirement Benefits        HTML    133K 
                (Reconciliation Of Pension Plans' Benefit                        
                Obligations, Fair Value Of Assets Retirement                     
                Plans) (Details)                                                 
99: R82         Retirement Plans And Postretirement Benefits (Fair  HTML     80K 
                Asset Values Of Plan Assets) (Details)                           
100: R83         Retirement Plans And Postretirement Benefits (Fair  HTML     49K  
                Value Hierarchy, Assets At Fair Value) (Details)                 
101: R84         Retirement Plans And Postretirement Benefits        HTML     52K  
                (Assumptions Used To Determine Net Pension Costs                 
                And Projected Benefit Obligations) (Details)                     
102: R85         Retirement Plans And Postretirement Benefits        HTML     50K  
                (Retirement Plan Weighted Average Asset                          
                Allocations) (Details)                                           
103: R86         Retirement Plans And Postretirement Benefits        HTML     48K  
                (Pension Plans With An Accumulated Benefit                       
                Obligation In Excess Of Plan Assets) (Details)                   
104: R87         Retirement Plans And Postretirement Benefits        HTML     47K  
                (Pension Plans With Projected Benefit Obligation                 
                In Excess Of Plan Assets) (Details)                              
105: R88         Retirement Plans And Postretirement Benefits        HTML     62K  
                (Projected Future Pension Plan Cash Flow By Year)                
                (Details)                                                        
106: R89         Retirement Plans And Postretirement Benefits        HTML     63K  
                (Components Of Net Postretirement Costs) (Details)               
107: R90         Retirement Plans And Postretirement Benefits (Fair  HTML    116K  
                Value Of Assets Of, And The Funded Status Of,                    
                Postretirement Plans) (Details)                                  
108: R91         Retirement Plans And Postretirement Benefits (Net   HTML     56K  
                Postretirement Benefit Costs And Postretirement                  
                Projected Benefit Obligation) (Details)                          
109: R92         Retirement Plans And Postretirement Benefits        HTML     53K  
                (One-Percentage Point Change In Assumed Health                   
                Care Cost Trend Rates) (Details)                                 
110: R93         Retirement Plans And Postretirement Benefits        HTML     69K  
                (Projected Future Postretirement Cash Flow By                    
                Year) (Details)                                                  
111: R94         Management Compensation And Incentive Plans         HTML     42K  
                (Narrative) (Details)                                            
112: R95         Contingencies (Details)                             HTML     46K  
113: R96         Contingencies - Narratives (Details)                HTML     55K  
114: R97         Income Taxes (Narrative) (Details)                  HTML    108K  
115: R98         Income Taxes (Schedule Of U.S. And Non-U.S.         HTML     47K  
                Components Of Income (Loss) Before Provision                     
                (Benefit) For Income Taxes) (Details)                            
116: R99         Income Taxes (Schedule Of Income Tax Expense        HTML     59K  
                (Benefit)) (Details)                                             
117: R100        Income Taxes (Schedule Of Income Tax Expense        HTML     80K  
                (Benefit) Computed By Applying The U.S. Federal                  
                Income Tax Rate) (Details)                                       
118: R101        Income Taxes (Schedule Of Deferred Tax Assets And   HTML     93K  
                Deferred Tax Liabilities) (Details)                              
119: R102        Income Taxes (Schedule Of Valuation Allowance       HTML     47K  
                Activity) (Details)                                              
120: R103        Income Taxes (Reconciliation Of The Beginning And   HTML     52K  
                Ending Amount Of Unrecognized Tax Benefits)                      
                (Details)                                                        
121: R104        Stockholders' Equity (Schedule Of Accumulated       HTML     51K  
                Other Comprehensive Loss) (Details)                              
122: R105        Stockholders' Equity - Narratives (Details)         HTML     80K  
123: R106        Earnings Per Share - Basic and Diluted (Details)    HTML     49K  
124: R107        Earnings Per Share Treasury Share Buyback           HTML     40K  
                (Details)                                                        
125: R108        Quarterly Information (Details)                     HTML     85K  
126: R109        Subsequent Events (Details)                         HTML     43K  
128: XML         IDEA XML File -- Filing Summary                      XML    249K  
127: EXCEL       IDEA Workbook of Financial Reports                  XLSX    155K  
12: EX-101.INS  XBRL Instance -- gti-20181231                        XML   4.28M 
14: EX-101.CAL  XBRL Calculations -- gti-20181231_cal                XML    369K 
15: EX-101.DEF  XBRL Definitions -- gti-20181231_def                 XML   1.22M 
16: EX-101.LAB  XBRL Labels -- gti-20181231_lab                      XML   2.44M 
17: EX-101.PRE  XBRL Presentations -- gti-20181231_pre               XML   1.72M 
13: EX-101.SCH  XBRL Schema -- gti-20181231                          XSD    254K 
129: ZIP         XBRL Zipped Folder -- 0000931148-19-000009-xbrl      Zip    400K

‘EX-10.33’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.33

AMENDED AND RESTATED
GRAFTECH INTERNATIONAL LTD.
DIRECTOR DEFERRED FEE PLAN
(Amended as of November 1, 2018)


1.	Purpose

The purpose of this Plan is to provide Eligible Directors of the Company with the opportunity to defer payment of Fees, at their election, in accordance with the provisions hereof and to increase the proprietary interest of the Eligible Directors in the Company by tying the value of any such deferred compensation to the performance of the Company’s Common Stock.


2.	Definitions

As used herein, the following terms shall have the meanings set forth below:

“Account” shall mean the Account established for a Participant pursuant to Section 4.

“Beneficiary” shall mean the person or persons designated by a Participant in accordance with Section 6 to receive any amount, including any shares of Common Stock, payable under this Plan by reason of the Participant’s death.

“Board” shall mean the Board of Directors of the Company.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder.

“Committee” shall have the meaning set out in Section 8.

“Common Stock” shall mean the shares of the Company’s common stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 4(d).

“Company” shall mean GrafTech International Ltd., a Delaware corporation, and any successor thereto.

“Director” shall mean any individual who is a member of the Board.

“Director Year” shall mean the period commencing upon each Eligible Director’s due election as an Eligible Director of the Company at an annual meeting of stockholders and ending on the date of the next annual meeting of stockholders.

“Deferred Share Unit” or “DSU” shall mean the right to receive a share of Common Stock in the future with none of the attendant rights of a holder of such share, including, without limitation, the right to vote such share or the right to receive dividends thereon, except to the extent otherwise specifically provided herein.

“Effective Date ” shall have the meaning set out in Section 12.

“Eligible Director” shall mean any individual who is a member of the Board and who is not an employee of the Company (other than a Designated Director as defined in the Stockholder Rights Agreement, dated as of April 23, 2018, by and between the Company and BCP IV GrafTech Holding L.P., as it may be amended from time to time).

“Fees” shall mean, for each Director Year of service, the sum of all quarterly cash fees paid to an Eligible Director for service on the Board and any committee thereof on which the Eligible Director serves, excluding any expense reimbursement.

“Market Value” shall mean, with respect to a share of Common Stock, as of the applicable date of determination, the closing price as reported on the date of determination on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading (or if the market is not open for trading on such date, the immediately preceding day on which the market is open for trading). In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion.

“Participant” shall mean any Eligible Director who has made an election under Section 3 to defer Fees.

“Participation Date” shall mean the later of the Effective Date or the date such Director first becomes an Eligible Director.

“Plan” shall mean this Amended and Restated GrafTech International Ltd. Director Deferred Fee Plan, as amended from time to time.


3.	Deferral Elections

(a) With respect to any Eligible Director, the Company shall defer payment of all or any portion of the Fees payable by the Company to such Eligible Director upon the Company’s receipt of written notification that such Eligible Director elects to defer payment of such Fees which notification must be received by the Company (i) not later than thirty (30) days following the Eligible Director’s Participation Date with respect to Fees for the Director Year in which such Participation Date occurs and (ii) not later than fifteen (15) days prior to the beginning of the calendar year in which a Director Year begins with respect to Fees for any Director Year beginning after the Director Year in which such Participation Date occurred. If an Eligible Director does not make such an election, then none of his or her Fees payable in such Director Year shall be deferred under this Plan.

(b) Any deferral election made by an Eligible Director pursuant to Section 3(a) shall be irrevocable with respect to the covered Fees and related amounts payable in accordance with Section 4(b).


4.	Accounts

For each Participant, there shall be established on the books and records of the Company, for bookkeeping purposes only, a separate Account to reflect the Participant’s interest under this Plan. The Account so established shall be maintained in accordance with the following in respect of each deferral election made pursuant to Section 3:

(a) On each day that, absent such deferral election, Fees would be paid to the Participant for service as an Eligible Director, the Participant’s Account shall be credited with DSUs, the number of which shall be determined by dividing (i) the amount of Fees payable on such date being deferred by (ii) the Market Value of one share of Common Stock on such date.

(b) As of each date on which the Company pays a cash dividend on its Common Stock, each Participant’s Account shall be credited with additional DSUs, the number of which shall be determined by (i) multiplying the number of DSUs in the Participant’s Account on the record date for such dividend by the per-share amount of the dividend so paid, and (ii) dividing the amount determined pursuant to clause (i) by the Market Value of one share of Common Stock on the dividend payment date.

(d) In the event of any change in the Common Stock occurring by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or any rights offering to purchase such shares at a price substantially below fair market value, or any similar change affecting the Common Stock, the number and kind of shares represented by DSUs shall be appropriately adjusted to reflect such change in such manner as the Committee, in its sole discretion, may deem appropriate; provided that no adjustment shall be made pursuant to this Section 4(d) to the extent that such adjustment would cause any tax to become due under section 409A of the Code. The Committee shall give notice to each Participant of any adjustment made pursuant to this Section 4(d), and such adjustment shall be effective and binding for all purposes of this Plan.


5.	Payment of Account Balance

(a) A Participant’s Account shall become payable upon the Participant ceasing to be a Director for any reason. Such payment shall be made to the Participant or the Participant’s Beneficiary, as the case may be, as soon as practicable following the date of termination of service as a Director (but in any event no later than the last day of the calendar year in which such termination occurs), in a single lump sum consisting of (x) a number of whole shares of Common Stock equal to the total number of whole DSUs in the Account as of the date of such termination of service and (y) a cash payment for any fractional DSUs in the Account (determined by multiplying such fractional part by the Market Value of one share of Common Stock on the date of termination of service). Any DSUs settled in shares of Common Stock will be delivered under the GrafTech International Ltd. Omnibus Equity Incentive Plan or any other applicable stockholder-approved equity plan of the Company.

(b) There shall be deducted from the amount of any payment otherwise required to be made under this Plan all federal, state and local taxes required by law to be withheld by the Company, if any, with respect to such payment.


6.	Designation and Change of Beneficiary

Each Participant shall file with the Committee a written designation of one or more persons as the Beneficiary who shall be entitled to receive any amount, including shares of Common Stock, payable under this Plan by reason of the Participant’s death. A Participant may, from time to time, revoke or change his or her Beneficiary designation, without the consent of any previously designated Beneficiary, by filing a new written designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless delivered to the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such delivery. If at the date of a Participant’s death, there is no designation of a Beneficiary in effect for the Participant pursuant to the provisions of this Section 6, or if no Beneficiary designated by the Participant in accordance with the provisions hereof survives to receive any amount payable under this Plan by reason of the Beneficiary’s death, the Participant’s estate shall be treated as the Participant’s Beneficiary for purposes of this Plan.


7.	Rights of Participants

A Participant’s rights and interests under this Plan shall be subject to the following provisions:

(a) A Participant shall have the status of a general unsecured creditor of the Company with respect to his or her right to receive any payment under this Plan. This Plan shall constitute a mere promise by the Company to make payments in the future of the benefits provided for herein. It is intended that the arrangements reflected in this Plan be treated as unfunded for tax purposes.

(b) A Participant’s right to payments under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or his or her Beneficiary.


8.	Administration

(a) This Plan shall be administered by or under the direction of the same committee of the Board administering the GrafTech International Ltd. Omnibus Equity Incentive Plan from time to time (the “Committee”).

(b) All decisions, actions or interpretations of the Committee under this Plan shall be final, conclusive and binding upon all parties.

(c) No member of the Committee shall be liable for any action, omission, or determination relating to this Plan, and the Company shall indemnify and hold harmless each

member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission, or determination relating to this Plan, unless, in either case, such action, omission, or determination was taken or made by such member, director, or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

(d) Any instrument may be delivered to the Committee by certified mail (and/or email), return receipt requested, addressed to the Committee at the principal executive office of the Company. Delivery shall be deemed complete on the third business day after such mailing. A copy of any instrument so delivered shall similarly and simultaneously be mailed (and/or emailed) to the Secretary of the Company.


9.	Section 409A

This Plan is intended to comply with section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding anything to the contrary in this Plan, to the extent required to avoid accelerated taxation and tax penalties under section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided under this Plan during the six month period immediately following the Participant’s termination of service as a Director shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.


10.	Amendment or Termination

The Board may, with prospective or retroactive effect, amend, suspend or terminate this Plan or any portion thereof at any time; provided, however, that (a) no amendment, suspension or termination of this Plan shall deprive any Participant of any right to receive payment due him or her under the terms of this Plan as in effect prior to such amendment without his or her written consent and (b) no amendment, suspension or termination may change the time and form of payment under any Participant’s Account except in accordance with section 409A of the Code.


11.	Successor Company

The obligations of the Company under this Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation, or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provision for the preservation of Participants’ rights under this Plan in any agreement or plan

which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.


12.	Effective Date

The effective date of this Plan is May 1, 2018 (the “Effective Date”).


13.	Governing Law

This Plan and the rights of all persons under this Plan shall be construed and administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/22/19
For Period end:	12/31/18	4
	11/1/18
	5/1/18
	4/23/18	3/A, 4
		List all Filings

13 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  GrafTech International Ltd.       10-K       12/31/23  143:27M
 2/14/23  GrafTech International Ltd.       10-K       12/31/22  144:14M
 2/22/22  GrafTech International Ltd.       10-K       12/31/21  136:14M
 5/26/21  GrafTech International Ltd.       424B7                  1:528K                                   Donnelley … Solutions/FA
 5/24/21  GrafTech International Ltd.       424B7                  1:526K                                   Donnelley … Solutions/FA
 3/03/21  GrafTech International Ltd.       424B7                  1:513K                                   Donnelley … Solutions/FA
 3/01/21  GrafTech International Ltd.       424B7                  1:511K                                   Donnelley … Solutions/FA
 2/23/21  GrafTech International Ltd.       10-K       12/31/20  120:14M
 1/19/21  GrafTech International Ltd.       424B7                  1:621K                                   Donnelley … Solutions/FA
 1/14/21  GrafTech International Ltd.       424B7                  1:618K                                   Donnelley … Solutions/FA
12/16/20  GrafTech International Ltd.       424B7                  1:546K                                   Donnelley … Solutions/FA
12/14/20  GrafTech International Ltd.       424B7                  1:542K                                   Donnelley … Solutions/FA
11/10/20  GrafTech International Ltd.       424B7                  1:378K                                   Donnelley … Solutions/FA

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Filing Submission 0000931148-19-000009 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)