8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 20, 2006

WESTLAKE CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32260	76-0346924
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2801 Post Oak Boulevard, Suite 600 Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 960-9111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

As communicated to the individuals concerned on March 20, 2006, Westlake Chemical Corporation (the “Company”), pursuant to action of its Board of Directors, determined to grant awards of restricted stock and stock options to the Company’s named executive officers, as follows:

Stock-Based Awards Made to Named Executive Officers

Name	Title	Stock Options (no. of shares)	Restricted Stock (no. of shares)
Albert Chao	President and Chief Executive Officer	9,514	5,794
James Chao	Chairman of the Board	6,977	4,249
Wayne D. Morse	Senior Vice President, Vinyls	1,903	1,159
Stephen Wallace	Vice President, General Counsel & Corporate Secretary	1,388	845
Warren W. Wilder	Vice President, Olefins and Styrene	1,269	773
David R. Hansen	Senior Vice President, Administration	1,522	927

The awards of restricted stock and of stock options were made pursuant to the Company’s 2004 Omnibus Incentive Plan.

The shares of restricted stock will vest in installments of 33-1/3%, 33-1/3%, and 33-1/3% on March 15, 2007, 2008, and 2009, respectively, subject to continuous employment with the Company. Holders of the shares of restricted stock will receive dividends and will have voting rights with respect to the covered shares during the vesting period.

The exercise price of the stock options is $36.10, the average of the high and low trading prices of the common stock as reported on the New York Stock Exchange on March 15, 2006. The stock options are exercisable in equal installments of 25% on March 15, 2007, 2008, 2009, and 2010, and expire on March 15, 2016.

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Item 9.01 Financial Statements and Exhibits

(c) Exhibits

10.1 Westlake Chemical Corporation 2004 Omnibus Incentive Plan (incorporated by reference to exhibit 10.14 to the company’s registration statement on Form S-1/A, filed with the Securities and Exchange Commission on August 9, 2004, under registration no. 333-115790).

10.2 Form of Restricted Stock Award granted effective as of March 15, 2006, to Named Executive Officers.

10.3 Form of Award Letter for Stock Options granted effective as of March 15, 2006, to Named Executive Officers.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTLAKE CHEMICAL CORPORATION
By:	/s/ Albert Chao
	Albert Chao
	President and Chief Executive Officer

Date: March 22, 2006

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EX-10.2

Exhibit 10.2

March 15, 2006

[Name]

[Title]

Re: WESTLAKE CHEMICAL CORPORATION

RESTRICTED STOCK AWARD

Dear :

Westlake Chemical Corporation (the “Company”) is pleased to notify you that you have been granted an award (“Award”) of              shares of Common Stock of the Company (“Restricted Stock”). This Award is granted effective March 15, 2006 (the “Grant Date”), subject to the following terms and conditions:

1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Westlake Chemical Corporation 2004 Omnibus Incentive Plan (the “Plan”) and administrative interpretations thereunder, if any, which have been adopted by the Administrator and are in effect on the date hereof. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2. Vesting Schedule.

(a) This Award shall vest in accordance with the following schedule:

Period Beginning	Per Cent of Shares Vested
March 15, 2007	33 1/3%
March 15, 2008	33 1/3%
March 15, 2009	33 1/3%

You must be in continuous regular, full-time employment with the Company or any of its Subsidiaries from the Grant Date through the date this Award is scheduled to vest in order for the Award to vest. During the period of time between the Grant Date and the earlier of the date the Restricted Stock vests or is forfeited, the Restricted Stock will be evidenced by a book entry account in the Company’s records. Fractional shares will be rounded for purposes of vesting in accordance with Plan policy.

(b) All Restricted Stock subject to this Award shall vest, irrespective of the limitations set forth in subparagraph(a) above, in the event of your termination of employment with the Company or any of its Subsidiaries due to death.

3. Forfeiture of Award. If your employment terminates other than by reason of death, all unvested Restricted Stock as of the termination date shall be forfeited.

4. Distribution Following Termination of Restrictions. Subject to the other provisions of this Award and the Plan, the Restricted Stock shall vest as set forth in Paragraph 2 and shall be distributed to you (or your beneficiary) as soon as practicable after the Restricted Stock vests. Distribution of Common Stock will be subject to withholding taxes as described in Paragraph

5, and may be in a form selected by the Company, in its discretion, including deposit into a custodial account or delivery of a stock certificate.

5. Withholding. At the time of issuance of Common Stock upon the vesting of the Restricted Stock, the Company shall withhold an appropriate number of shares of Common Stock, having a Fair Market Value determined in accordance with the Plan, equal to the amount necessary to satisfy the minimum federal, state and local tax withholding obligation with respect to this Award. The distribution of Common Stock described in Paragraph 4 will be net of such shares of Common Stock that are withheld to satisfy applicable taxes pursuant to this Paragraph. In lieu of withholding of shares of Common Stock, the Administrator may, in its discretion, authorize tax withholding to be satisfied by a cash payment to the Company, by withholding an appropriate amount of cash from base pay, or by such other method as the Administrator determines may be appropriate to satisfy all obligations for withholding of such taxes. No election under section 83(b) of the Internal Revenue Code shall be permitted with respect to this Award.

6. Assignment of Award. Your rights under the Plan and this Restricted Stock Award are personal; no assignment or transfer of your rights under and interest in this Award may be made by you other than by will or by the laws of descent and distribution.

7. Dividends and Voting Rights. You are entitled to receive all dividends and other distributions made with respect to Restricted Stock registered or held in book entry in your name and you are entitled to vote or execute proxies with respect to such Restricted Stock, unless and until the Restricted Stock is forfeited.

8. No Employment Guaranteed. No provision of this Restricted Stock Award shall give you any right to continued employment with the Company or any Subsidiary.

9. Requirements of Law and Stock Exchanges. Your rights to the Restricted Stock and the issuance and delivery of the Common Stock are subject to compliance with all applicable requirements of law. In addition, the Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulations of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted.

10. Governing Law. This Restricted Stock Award shall be governed by, construed, and enforced in accordance with the laws of the State of Texas.

In conjunction with this award we are required to provide you with the latest relevant SEC filings by the Company; therefore, we refer you to the SEC Filings section of our web page, www.westlakechemical.com . If you have any questions regarding this award, you may contact Mr. David Hansen, Sr. Vice President, Administration, at 713-960-9111.

Yours very truly,

/s/ Albert Chao

Albert Chao

President and Chief Executive Officer

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EX-10.3

Exhibit 10.3

March 15, 2006

[Name]

[Title}

Re:	WESTLAKE CHEMICAL CORPORATION
	NONQUALIFIED STOCK OPTION AWARD

Dear                     :

Westlake Chemical Corporation (the ”Company”) is pleased to notify you that you have been granted a nonqualified stock option (“Option”), effective March 15, 2006 (the “Award Date”), to purchase                      shares of common stock of the Company (“Common Stock”) in accordance with the Westlake Chemical Corporation 2004 Omnibus Incentive Plan (the “Plan”). Your award is more fully described in the attached Appendix A, Terms and Conditions of Nonqualified Stock Option Award.

The price at which you may purchase the shares of Common Stock covered by the Option is $             (the “Grant Price”). Unless otherwise provided in the attached Appendix A, your Option will expire on the tenth anniversary of the Award Date (the “Expiration Date”), and will become exercisable in installments as follows (the “Schedule”):

1. Period Beginning	2. Per Cent of Shares Purchasable
March 15, 2007 March 15, 2008 March 15, 2009 March 15, 2010	25% 25% 25% 25%

You must be in continuous employment with the Company or one of its Subsidiaries (as defined in the Plan) from the Award Date through each date on which your Option becomes exercisable in order for your Option to become exercisable on such date. Fractional shares will be rounded for purposes of vesting in accordance with Plan policy.

Your Award is subject to the terms and conditions set forth in the Plan and in the Prospectus for the Plan, both of which have been previously provided to you. Your Award is also subject to any additional terms and conditions set forth in the attached Appendix A and any rules and regulations adopted by the Plan’s Administrator (as defined in the Plan). In conjunction with this award we are also required to provide you with the most current relevant SEC filings by the Company; therefore, we refer you to the SEC Filings section of our web page, www.westlakechemical.com.

This award letter and the attachment contain the formal terms and conditions of your award and accordingly should be retained in your files for future reference. If you have any questions regarding this award, you may contact Mr. David Hansen, Sr. Vice President, Administration, at 713-960-9111.

Very truly yours,

/s/ Albert Chao

Albert Chao

President and Chief Executive Officer

Attachment

Appendix A

to Award Letter

dated

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March 15, 2006

Terms and Conditions of

Employee Nonqualified Stock Option Award

The nonqualified stock option (the “Option”) granted to you by Westlake Chemical Corporation (the ”Company”) to purchase common stock of the Company (“Common Stock”) is subject to the terms and conditions set forth in the Westlake Chemical Corporation 2004 Omnibus Incentive Plan (the “Plan”), any rules and regulations adopted by the Administrator (as defined in the Plan), and any additional terms and conditions set forth in this Appendix A which forms a part of the attached award letter to you (the “Award Letter”). Any terms used in this Appendix A and not defined in the Award Letter or this Appendix A have the meanings set forth in the Plan. In the event there is an inconsistency between the terms of the Plan and this Appendix A, the terms of the Plan will control.

3. Grant Price

You may purchase the shares of Common Stock covered by the Option for the Grant Price stated in your Award Letter.

4. Term of Option

Your Option expires on the Expiration Date stated in your Award Letter. However, your Option will terminate prior to the Expiration Date as provided in Paragraph 6 of this Appendix A upon the occurrence of one of the events described in that paragraph. Regardless of the provisions of Paragraph 6, in no event can your Option be exercised after the Expiration Date.

5. Earn-out of Option

(a) Unless it becomes vested and exercisable on an earlier date as provided in Paragraph 6 below, your Option will become vested and exercisable in cumulative installments as set forth in the Schedule in your Award Letter.

(b) To the extent your Option has become vested and exercisable, you may exercise the Option as to all or any part of the shares covered by the Option, at any time on or before the date the Option expires or terminates, subject to any limitations imposed by law or by Company policy regarding transactions in Common Stock.

6. Exercise of Option

Subject to the limitations and the terms set forth in this Appendix A and the Plan, your Option may be exercised from time to time in accordance with the administrative procedures established by the Company in effect at the time of your exercise. In addition, if you have been notified by the Company that you may be subject to certain exercise restrictions, your Option may only be exercised by written notice signed and delivered by you or another person entitled to exercise the Option to the General Counsel

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of the Company at its principal executive office in Houston, Texas, or as it may hereafter be located, as set forth below. Such written notice shall (a) state the number of shares of Common Stock with respect to which your Option is being exercised and (b) subject to approval of your request to exercise, be accompanied by a wire transfer, cashier’s check, cash, money order or other form of payment deemed acceptable by the Administrator or its designee and made payable to Westlake Chemical Corporation in the full amount of the Grant Price for any shares of Common Stock being acquired and any appropriate withholding taxes (as provided in Paragraph 7 of this Appendix A), or by other consideration in the form and manner approved by the Administrator or its designee pursuant to Paragraphs 5 and 7 of this Appendix A. In the alternative, the Administrator or its designee may prescribe other procedures for exercise of your Option. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action. You shall have no rights of a shareholder with respect to shares of Common Stock subject to your Option unless and until such time as your Option has been exercised and ownership of such shares of Common Stock has been transferred to you.

7. Satisfaction of Grant Price

(a) Payment of Cash or Common Stock. Your Option may be exercised by payment in cash (including check, bank draft, money order or wire transfer payable to the Company), in Common Stock, in a combination of cash and Common Stock or in such other manner as the Administrator in its discretion may provide. Payment in Common Stock shall only be permitted if and to the extent authorized by the Administrator.

(b) Payment of Common Stock. The Fair Market Value of any shares of Common Stock tendered as all or part of the Grant Price shall be determined as provided in the Plan. The certificates evidencing shares of Common Stock tendered must be duly endorsed or accompanied by appropriate stock powers. Only stock certificates issued solely in your name may be tendered in exercise of your Option. Fractional shares may not be tendered in satisfaction of the Grant Price; any portion of the Grant Price which is in excess of the aggregate Fair Market Value of the number of whole shares tendered must be paid in cash. If a certificate tendered in exercise of the Option evidences more shares than are required pursuant to the immediately preceding sentence for satisfaction of the portion of the Grant Price being paid in Common Stock, an appropriate replacement certificate will be issued to you for the number of excess shares.

(c) Broker-Assisted Exercise. At your request or the request of another person entitled to exercise this Option, and to the extent permitted by applicable law, the Administrator in its discretion may selectively approve “cashless exercise” arrangements with a brokerage firm under which such brokerage firm, on behalf of you or such other person exercising the Option, shall pay to the Company or its designee the Grant Price of the Option or of the portion being exercised, and the Company or its designee, pursuant to an irrevocable notice from you or such other person exercising the Option, shall promptly deliver the shares being purchased to such firm.

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8. Termination of Employment

(a) General. The following rules apply to your Option in the event of your death, disability or other termination of employment.

(i) Involuntary Termination Without Cause. If your employment with the Company or a Subsidiary is terminated by the Company or any such Subsidiary without Cause, your Option shall be exercisable to the extent vested on the date of your termination and shall become exercisable with respect to a portion of the previously unexercisable shares that were scheduled to become exercisable on the next vesting date, prorated for the number of full months you were employed from the most recent vesting date until the date of your termination. With respect to all vested shares, regardless whether vested as a result of your termination of employment or vested prior thereto, your Option shall remain exercisable for the longer of (i) 30 days following your termination date or (ii) the period during which you receive salary continuation under any separation agreement, policy, plan or other arrangement with the Company or any of its Subsidiaries, but not to exceed 180 days following your termination date; provided, however, that in no event shall the Option be exercisable after the Expiration Date. Upon expiration of the foregoing period, your Option shall terminate in all respects.

(ii) Voluntary Termination. If you voluntarily terminate employment with the Company or a Subsidiary, including, without limitation, termination of employment due to retirement, your Option shall be exercisable to the extent vested on the date of your termination. With respect to all vested shares, your Option shall remain exercisable until the first to occur of (i) 30 days following your termination date, or (ii) the Expiration Date. Upon expiration of the foregoing period, your Option shall terminate in all respects.

(iii) Termination with Cause. If your employment with the Company or a Subsidiary is terminated for Cause, your Option shall immediately terminate and shall no longer be exercisable.

(iv) Termination by Reason of Death. If your employment terminates by reason of death, your Option will become fully vested and exercisable and will remain exercisable until the first to occur of (i) one year after the date of your termination, or (ii) the Expiration Date.

(v) Termination by Reason of Disability. If your employment terminates by reason of total and permanent disability (as determined by the Administrator), your Option will be exercisable to the extent vested on the

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date of your termination, and will remain exercisable until the first to occur of (i) 180 days after the date of your termination, or (ii) the Expiration Date. Upon expiration of the foregoing period, your Option shall terminate in all respects.

(vi) Adjustments by the Administrator. The Administrator may, in its sole discretion, exercised before or after your termination of employment, declare all or any portion of your Option immediately vested and exercisable and/or permit all or any part of your Option to remain exercisable for such period designated by it after the time when the Option would have otherwise terminated as provided in the applicable portion of this Paragraph 6(a), but not beyond the Expiration Date of your Option.

(b) Administrator Determinations. The Administrator shall have absolute discretion to determine the date and circumstances of termination of your employment, and its determination shall be final, conclusive and binding upon you.

(c) Cause. For purposes of this Appendix A, Cause shall mean any of the following:

(i) your conviction by a court of competent jurisdiction of any felony or a crime involving moral turpitude;

(ii) your knowing failure or refusal to follow reasonable instructions given to you on behalf of the Company or reasonable policies, standards and regulations of the Company or any Subsidiary;

(iii) your continued failure or refusal to faithfully and diligently perform the usual, customary duties of your employment with the Company or any Subsidiary;

(iv) continuously conducting yourself in an unprofessional, unethical or immoral manner; or

(v) any fraudulent conduct or conduct which discredits the Company or any Subsidiary or is detrimental to the reputation, character and standing of the Company or any Subsidiary.

9. Tax Consequences and Withholding

(a) You should consult the Plan Prospectus for a general summary of the federal income tax consequences of your Option based on currently applicable provisions of the Internal Revenue Code (the “Code”) and related regulations. The summary does not discuss state and local tax laws, which may differ from the federal tax law. For these reasons, you are urged to consult your own tax advisor regarding the application of the tax laws to your particular situation.

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(b) The Option is not intended to be an “incentive stock option,” as defined in Section 422 of the Code.

(c) You must make arrangements satisfactory to the Company to satisfy any applicable federal, state or local withholding tax liability arising from the grant or exercise of your Option. You can either make a cash payment to the Company of the required amount or you can elect to satisfy your withholding obligation by having the Company retain shares of Common Stock having a Fair Market Value (as prescribed by the Plan) equal to the amount of your withholding obligation from the shares otherwise deliverable to you upon the exercise of your Option. You may not elect to have the Company withhold shares of Common Stock having a Fair Market Value in excess of the minimum statutory withholding tax liability.

10. Restrictions on Resale

There are no restrictions imposed by the Plan on the resale of shares of Common Stock acquired under the Plan. However, under the provisions of the Securities Act of 1933 (the ”Securities Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), resales of shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be “affiliates” of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act. At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates. There are no restrictions imposed by the SEC on the resale of shares acquired under the Plan by persons who are not affiliates of the Company. However, the timing of sales of shares may be restricted by applicable law, and the Company may, from time to time, adopt policies regarding timing of sales of shares by employees.

11. Effect on Other Benefits

Income recognized by you as a result of exercise of the Option will not be included in the formula for calculating benefits under any of the Company’s retirement and disability plans or any other benefit plans.

If you have any questions regarding your Option or would like to obtain additional information about the Plan or the Administrator, please contact the Senior Vice President, Administration or the General Counsel of the Company, Westlake Chemical Corporation, 2801 Post Oak Boulevard, Suite 600, Houston, Texas 77056 (telephone (713) 960-9111). Your Award Letter and this Appendix A contain the formal terms and conditions of your award and accordingly should be retained in your files for future reference.

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