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: PRETORIUS HERMANUS LAMBERTUS (VP, Pres. Engineered Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-26	Common Stock	F	2480	$12.49	Disposed	12179	Direct
2010-02-26	Common Stock	F	1298	$12.49	Disposed	8945	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5400	Direct
Common Stock	3900	Direct
Common Stock	15000	Direct
Common Stock	24541	Direct
Common Stock	3396	Indirect
Common Stock	5014	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Time options (right to buy)	$8.56	2010-12-15	Common Stock (2500)	2500	Direct
Time options (right to buy)	$8.85	2011-09-25	Common Stock (10000)	10000	Direct
Stock options (right to buy)	$16.41	2019-12-10	Common Stock (7700)	7700	Direct

Footnotes

F1: On October 23, 2006, the Company granted 20,000 restricted shares under the Company's Management Long Term Incentive Program. One-third of such shares vested in each February 2008, 2009 and 2010. 2,480 of the 6,668 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 12,000 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. 1,298 of the 4,000 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 5,400 performance shares under the Company's Management Long Term Incentive Program, which represent the right to receive shares contingent upon the acheivement 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 performance.

F4: On December 10, 2009, the Company granted 3,900 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 15,000 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 the number of shares attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Savings Plan.

F7: 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.

F8: All such options have fully vested.

F9: On December 10, 2009, the Company granted 7,700 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.