GrafTech International (GTI)

PROCEDURES AFFECTING PERFORMANCE SHARES

4.1 Delivery of Performance Shares.

(i) The unvested Earned Shares will be delivered to the Participant in book entry or other electronic form by causing the unvested Earned Shares to be credited to an account for the Participant maintained by the Corporation’s transfer agent or as may otherwise be designated from time to time by the Corporation to assist in the administration of the Plan (the “Participant’s Account”).

(ii) The unvested Earned Shares will be credited to the Participant’s Account within thirty (30) days following the date such Earned Shares are set aside as unvested Earned Shares in accordance with Section 3.1.

(iii) Such Earned Shares shall be subject to such stop transfer instructions as provided in connection with the Company’s insider trading and other compliance policies and procedures, except to the extent that any such Earned Shares may be sold pursuant to Section 4.3 to satisfy Withholding Requirements. Upon forfeiture of any Performance Shares, the Broker and such transfer agent will be instructed to debit such Performance Shares from the Participant’s Account and return them to the Corporation.

(iv) Each book entry relating to Performance Shares may otherwise include such restrictive instructions in such forms as the Corporation may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

4.2 Transfer of Performance Shares.

(i) Unvested Performance Shares (including unvested Earned Shares) cannot be Transferred to any Person or entity for any purpose without the prior written consent of the Corporation. Any attempt to effect a Transfer of unvested Performance Shares (including unvested Earned Shares) without such consent shall be null and void.

(ii) To the extent necessary (as determined by the Corporation) to permit resale by the Participant of vested Earned Shares, the Corporation will use reasonable efforts to register the resale of such Earned Shares under the Securities Act, so long as the Corporation is permitted to do so on Form S-3 or S-8 or a similar abbreviated form and subject to the terms and conditions set forth in the Plan and such other reasonable or customary terms and conditions as may be imposed by the Corporation (including those relating to indemnification by the Participant for errors or omissions from information provided by the Participant).

4.3 Withholding Taxes.

(i) The Company shall withhold or deduct from any or all payments or amounts due to or held for the Participant, whether due from the Company or held in the Participant’s Account, an amount (the “Withholding Amount”) equal to all taxes (including social security and Medicare, and other governmental charges of any kind, as well as income and other taxes) required to be withheld or deducted with respect to any and all taxable income and other amounts attributable to the Performance Shares, including vested Earned Shares (the “Withholding Requirement”). Alternatively, the Participant may elect to pay the Withholding Amount in cash upon such terms and conditions as are acceptable to the Company.

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(ii) The Withholding Amount shall be determined by the Company.

(iii) The timing of withholding or deduction from such payments or amounts shall be determined by the Company; provided, however, that, if such taxes are required to be paid to a tax or other governmental authority before such withholding or deduction is made, then the Company shall pay such taxes when due as agent for the Participant and shall be entitled to reimbursement therefor from such payments or amounts, or otherwise.

(iv) The Corporation may restrict transfer of any or all vested Earned Shares until all Withholding Requirements are satisfied.

(v) Unless the Participant has made or makes a timely election pursuant to Section 83(b) of the Code or has paid the Withholding Amount in cash as provided above, the Participant authorizes the Corporation and the Broker to:

(A) sell, on his or her behalf and for his or her account, from time to time and at any time as the Corporation or the Broker may deem necessary, appropriate, convenient or expedient to satisfy each Withholding Requirement or to reimburse the Company in respect thereof, a sufficient number of vested Earned Shares (as determined by the Corporation or the Broker) so that the net proceeds from such sale equal or exceed the applicable Withholding Amount; and

(B) use the net proceeds to satisfy such Withholding requirement (with any excess net proceeds to be paid to or deposited in an account of the Participant).

(vi) If the Participant has made or makes an election pursuant to Section 83(b) of the Code, he or she shall immediately file a copy thereof with the Company and upon demand by the Company make a cash payment to the Company equal to any Withholding Amount in respect thereof.

(vii) In connection with any sale of vested Earned Shares pursuant to this Section 4.3, the Participant agrees that:

(A) such sale may be aggregated with sales of restricted stock, performance shares or other securities granted to other participants under the Plan or other plans of the Company;

(B) such aggregated sales may be made from time to time in one or more installments at any time;

(C) such aggregated sales may be made over time as the Corporation or the Broker may deem necessary, appropriate, convenient or expedient, with a view toward avoidance or minimization of disruption of the market for the Common Stock, administrative convenience, minimization of costs and expenses or other factors; and

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(D) the net proceeds from such aggregated sales and the sale prices of the shares sold may be allocated among such vested Earned Shares and other performance shares, restricted stock and other securities and the Participant and such other participants as the Corporation or the Broker may deem reasonable.

(viii) The Participant understands that:

(A) different Withholding Requirements may arise at different times based on time of delivery or vesting of Performance Shares, tax elections or other factors;

(B) different Withholding Requirements may be based on different values attributable to Performance Shares at such times or otherwise based on applicable tax laws, changes in the financial performance or prospects of the Company, changes in market or economic conditions or other factors;

(C) it may not be practicable or permissible to sell vested Earned Shares to satisfy each Withholding Requirement at the time due because of rules and requirements of the Broker, administrative rules and requirements of the Company, restrictions under the Company’s insider trading and other compliance policies and procedures, potential liability for short-swing profits under Section 16(b) of the Exchange Act, applicable securities, tax or other laws, applicable rules of any securities exchange or market, or other factors; and

(D) as a result, vested Earned Shares may be sold at times and values that differ, potentially significantly, from those applicable to such Withholding Requirement and that such differences can result in gains or losses, potentially significant, relative to those values and capital gains and losses for tax purposes in addition to the taxes described in Section 4.3(i).

(ix) The Participant hereby appoints each officer and assistant officer of the Corporation to be the Participant’s true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (each, an “attorney-in-fact” and, together, the “attorneys-in-fact”), to take, cause to be taken and authorize the taking of any and all actions (including the giving of instructions to sell and the approval of confirmations), to incur, cause to be incurred and authorize the incurrence of any and all costs and expenses (including brokerage commissions), to undertake, cause to be undertaken and authorize the undertaking of any and all obligations and to execute, acknowledge, file, publish and deliver, cause to be executed, acknowledged, filed, published and delivered and authorize the execution, acknowledgement, filing, publication and delivery of any and all agreements, instruments and documents (including stock powers, account agreements and related documents, and wire transfer instructions) which any such attorney-in-fact may deem necessary, appropriate, convenient or expedient to sell vested earned Shares, on behalf and for the account of the Participant, to generate net proceeds to satisfy any and all Withholding Requirements, to use net proceeds in satisfaction thereof and to otherwise give effect to the intent and purposes of this Section 4.3, all in the name of the Participant, any such attorney-in-fact, the Corporation or any Subsidiary and all at such times, in such manners, in such amounts, on such exchanges or markets, on such terms, through such brokers, dealers and accounts and otherwise as any such attorney-in-fact may determine in his or her sole and absolute discretion, and hereby grants to each attorney-in-fact the full power and authority to do any and all things necessary, convenient, expedient or appropriate in connection therewith. This power of attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the Participant in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the Participant. This power of attorney is irrevocable and coupled with an interest and shall remain in effect until all Withholding Requirements have been fully and unconditionally satisfied. All persons dealing with any of the attorneys-in-fact may assume that this power of attorney has not been revoked and may be relied upon.

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(x) The Participant acknowledges and agrees that neither the Company, the Broker nor any of their respective affiliates, control persons, directors, officers, employees, representatives or agents shall have any liability or obligation for any losses, damages, costs or expenses of any kind or under any theory arising out of or in connection with any action taken or omitted to be taken or any delay in taking any action pursuant to or contemplated by this Section 4.3 (including the determination of any Withholding Amount or the time when any Withholding Requirement is required to be satisfied or any sale of or delay in selling or failure to sell or the price, terms or conditions of sale of any or all of the vested Earned Shares), including any liability for any claim that the Participant could have made more or lost less in connection therewith or for any capital gain or loss due to the difference in time between the triggering of a Withholding Requirement and the resale of vested Earned Shares in respect thereof or for violations of insider trading or other laws or for incurrence of liability for short-swing profits under Section 16(b) of the Exchange Act, except to the extent that a court of competent jurisdiction determines by final and non-appealable judgment that any such losses, damages, costs or expenses resulted from actions taken or omitted to be taken by them in bad faith or from their gross negligence or willful misconduct. References in this Section 4.3 to “selling” and correlative terms include all activities related thereto, including placement and execution of sell orders, selection of brokers and dealers, delivery of share certificates, receipt of proceeds and payment of fees and commissions.

(xi) The provisions hereof regarding sale of vested Earned Shares to satisfy Withholding Requirements are also intended to constitute a trading plan within the meaning of Rule 10b5-1 under the Securities Act.

(xii) The Participant accepts this Agreement and the Performance Shares subject to, and agrees to assume, the limitations, risks and responsibilities inherent with respect to the Performance Shares, including those mentioned in this Agreement.