GRAFTECH INTERNATIONAL LTD — Director's Dealing 2010

Dec 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2010-12-09

Reporting Person: MORAN JOHN D (VP, General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-09	Common Stock	A	3400	—	Acquired	3400	Direct
2010-12-09	Common Stock	A	4500	—	Acquired	4500	Direct
2010-12-10	Common Stock	F	422	$19.92	Disposed	3478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-09	Stock Options (right to buy)	$19.89	A	6800	Acquired	2020-12-09	Common Stock (6800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2312	Direct
Common Stock	5400	Direct
Common Stock	7600	Direct
Common Stock	14736	Direct
Common Stock	10532	Indirect
Common Stock	18326	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$16.41	2019-12-11	Common Stock (7700)	7700	Direct

Footnotes

F1: On December 9, 2010, the Company granted 3,400 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares vest on December 9 of each of 2011, 2012 and 2013.

F2: On December 9, 2010, the Company granted 4,500 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, 2014. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F3: On December 10, 2009, the Company granted 3,900 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vest on December 10 of each of 2010, 2011 and 2012. 422 of the 1,300 shares that vested December 10, 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.

F4: Represents performance shares, 1,433 of which will vest on February 28, 2011, but only if certain performance targets are met. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F5: 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 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.

F6: Represents performance shares at target that will vest February 29, 2012 upon the achievement of one or more performance measures. The ultimate number of shares is subject to adjustment based on actual peformance.

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: Represents obligations whose value is based on 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.

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.

F10: On December 9, 2010, the Company granted 6,800 stock options under the Company's Management Long Term Incentive Program. The options vest in equal thirds on December 9 of each of 2011, 2012 and 2013. The vested portions of such options will become exercisable upon vesting.