GRAFTECH INTERNATIONAL LTD — Director's Dealing 2010

Mar 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2010-02-26

Reporting Person: SHULAR CRAIG S (Director, Chairman, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-26	Common Stock	F	14071	$12.49	Disposed	85235	Direct
2010-02-26	Common Stock	F	8329	$12.49	Disposed	59219	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39000	Direct
Common Stock	29000	Direct
Common Stock	97000	Direct
Common Stock	192294	Direct
Common Stock	39517	Indirect
Common Stock	32163	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Time options (right to buy)	$8.56	2010-12-15	Common Stock (100000)	100000	Direct
Time options (right to buy)	$8.85	2011-09-25	Common Stock (87000)	87000	Direct
Stock options (right to buy)	$9.05	2017-04-02	Common Stock (300000)	300000	Direct
Stock options (right to buy)	$16.41	2019-12-11	Common Stock (56000)	56000	Direct

Footnotes

F1: On October 23, 2006, the Company granted 130,000 restricted shares under the Company's Management Long Term Incentive Program. One-third of such shares vested in each of February 2008, 2009 and 2010. 14,071 of the 43,334 shares that vested February 26, 2010 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F2: On October 4, 2007, the Company granted 77,000 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares shall vest on February 28, 2011, but only if certain performance targets are met. One-third of such shares vested on each of February 27, 2009 and February 26, 2010. 8,329 of the 25,667 shares that vested February 26, 2010 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F3: On December 10, 2009, the Company granted 39,000 performance shares under the Company's Management Long Term Incentive Program, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 29, 2013. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F4: On December 10, 2009, the Company granted 29,000 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares vest on December 10 of each of 2010, 2011 and 2012.

F5: On December 15, 2008, the Company granted 97,000 performance shares under the Company's Management Long Term Incentive Program, which represent the right to receive shares contingent upon the achievement of one or more performance measures. Shares that are earned upon the attainment of applicable performance targets shall vest on February 29, 2012. The ultimate number of shares is subject to adjustment based on actual peformance.

F6: Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(c), under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities.

F7: Represents the number of units attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Holdings Inc. Savings Plan.

F8: All such options have fully vested.

F9: On April 2, 2007, the Company approved, under the terms of the Company's 2005 Equity Incentive Plan, a grant of 300,000 options, which vest in equal thirds on April 2 of each of 2008, 2009 and 2010. The vested portions of such options become exercisable upon vesting.

F10: On December 10, 2009, the Company granted 56,000 stock options under the Company's Management Long Term Incentive Program. The options vest in equal thirds on December 10 of each of 2010, 2011 and 2012. The vested portions of such options will become exercisable upon vesting.