8-K

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 23, 2006 (February 28, 2006)

GEORGIA GULF CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-9753	58-1563799
(State or Other Jurisdiction of Incorporation)	(Commission File Numbers)	(I.R.S. Employer Identification No.)

115 Perimeter Center Place, Suite 460
Atlanta, Georgia	30346
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 395-4500

N/A 

(Former Name or former address, if changed since last report)

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.

On February 28, 2006, the board of directors (the “Board”) of Georgia Gulf Corporation (the “Company”), upon the recommendation of the compensation committee of the Board, approved awards to non-employee directors and executive officers on modified terms pursuant to the Company’s Amended and Restated 2002 Equity and Performance Incentive Plan, as amended (the “Plan”). Copies of the agreements which contain the modified terms are attached as exhibits hereto and incorporated herein by this reference.

In addition, on that date the Board approved the grant of certain equity compensation awards pursuant to the Plan to the non-employee directors and executive officers of the Company on the modified terms. The following non-employee directors and executive officers of the Company received the following equity compensation awards for the number of shares indicated:

Executive Officers
NAME	STOCK OPTIONS	RESTRICTED SHARE UNITS
Edward A. Schmitt	94,999	36,951
Mark J. Seal	20,499	7,974
William H. Doherty	20,001	7,779
Joel I. Beerman	18,999	7,389
Paul D. Carrico	18,750	7,290
James T. Matthews	18,750	7,290
C. Douglas Shannon	17,502	6,807
Non-Employee Directors
John E. Akitt	3,000
Dennis M. Chorba	3,000
Patrick J. Fleming	3,000
Charles R. Henry	3,000
Yoshi Kawashima	3,000
Jerry R. Satrum	3,000

A summary of the amended terms of the forms of agreement follows and is qualified by reference to the full text of the applicable agreement.

Under the restricted share unit agreement as modified, in the event of termination prior to full vesting, if the recipient would meet certain age and years of service requirements, the executive will be deemed to be in the continuous employ of the Company until all such restricted stock units have vested, provided that such recipient ceases to be employed by the Company for a reason other than cause and does not engage in any Detrimental Activity (as defined in the Plan) during such time (compliance with such conditions being deemed a “Qualifying Retirement”).

Under the stock option agreement as modified, in the event of termination, if the executive would meet the conditions for a Qualifying Retirement, such stock option will continue to vest and be exercisable as if the grantee remained continuously employed by the Company during such term.

Under the revised terms, Messrs. Schmitt, Seal, Beerman, Carrico and Shannon are currently eligible for Qualifying Retirement.

Under the stock option agreement for non-employee directors as modified, in the event of termination of a non-employee director’s service, such stock option will continue to vest and be exercisable for the full ten (10) year term of the original grant as if the non-employee director’s service had continued during such term.

If a recipient of awards under any agreement engages in any Detrimental Activity prior to vesting and/or exercise, the Company has, and can exercise, all rights given it in the Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of 2006 Restricted Share Unit Agreement (with qualifying retirement)
10.2	Form of 2006 Nonqualified Stock Option Agreement
10.3	Form of 2006 Nonqualified Stock Option Agreement for Non-Employee Directors

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.

GEORGIA GULF CORPORATION
By:	/s/ JOEL I. BEERMAN
By:	Joel I. Beerman
Title:	Vice President, General Counsel and Secretary

Date: March 23, 2006

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of 2006 Restricted Share Unit Agreement (with qualifying retirement)
10.2	Form of 2006 Nonqualified Stock Option Agreement
10.3	Form of 2006 Nonqualified Stock Option Agreement for Non-Employee Directors

EX-10.1

2006 RESTRICTED SHARES UNITS AGREEMENT

This AGREEMENT (the "Agreement") is made as of February 28, 2006 (the "Date of Grant") by and between GEORGIA GULF CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the "Company"), and _______________ (the "Grantee").

1. Grant of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company's Amended and Restated 2002 Equity and Performance Incentive Plan, as amended (the "Plan"), the Company hereby grants to the Grantee, as of the Date of Grant, ____________Restricted Share Units. Each Restricted Share Unit shall represent the right to receive one share of Common Stock. The Restricted Share Units granted hereunder are, and shall be for all purposes of the Plan, Deferred Shares.

2. Restrictions on Transfer of Restricted Share Units. The Restricted Share Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until they have become nonforfeitable in accordance with this Agreement. Any purported transfer, encumbrance or other disposition of the Restricted Share Units that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Share Units.

3. Vesting of Restricted Share Units.

(a) On each of the first three (3) anniversaries of the Date of Grant, a number of Restricted Share Units equal to thirty-three and one-third percent (33⅓%) multiplied by the number of Restricted Share Units specified in Section 1 of this Agreement shall become nonforfeitable on a cumulative basis until all of the Restricted Share Units have become nonforfeitable.

(b) Notwithstanding the provisions of Section 3(a), but subject to earlier forfeiture as described below, all of the Restricted Share Units shall immediately become nonforfeitable in the event of a Change in Control.

4. Forfeiture of Restricted Share Units. Except as the Board may determine on a case-by-case basis, at such time as the Grantee ceases to be continuously employed by the Company, any Restricted Share Units that have not theretofore become nonforfeitable shall be forfeited. Notwithstanding the foregoing, a Grantee shall be treated as being in the continuous employ of the Company for purposes hereof and vesting of Restricted Share Units shall continue as provided for in accordance with Section 3 if and only for so long as all of the following conditions are met: (i) Grantee’s employment was terminated other than by the Company for cause; (ii) at the time such employment was terminated, the Grantee had attained the age of 55; (iii) at the time such employment was terminated the Grantee’s age, when added to the number of years of continuous employment of such Grantee by the Company, equaled or exceeded seventy (70); and (iv) the Grantee does not engage in any Detrimental Activity (together, a “Qualifying Retirement”).

For purposes of this provision, "cause" shall mean the Grantee shall have committed prior to termination of employment any of the following acts: (i) an intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with the Grantee's duties or in the course of the Grantee's employment; (ii) intentional wrongful damage to material assets of the Company; (iii) intentional wrongful disclosure of material confidential information of the Company; (iv) intentional wrongful engagement in any competitive activity that would constitute a material breach of the duty of loyalty; or (v) intentional breach of any stated material employment policy of the Company. Any determination of whether the Grantee's employment was terminated for cause shall be made by the Board, whose determination shall be binding and conclusive.

5. Payment of Restricted Share Units. At such time as the Restricted Share Units shall become nonforfeitable as specified in this Agreement, shares of Common Stock underlying such Restricted Share Units shall be transferred to the Grantee, except as otherwise provided in Section 7.

6. Dividend, Voting and Other Rights. The Grantee shall have no rights of ownership in the Restricted Share Units and shall have no right to vote them until the date on which the shares of Common Stock are transferred to the Grantee pursuant to Section 5 above and a stock certificate representing such shares of Common Stock is issued to the Grantee. From and after the Date of Grant and until the earlier of (a) the time when the Grantee receives the shares of Common Stock underlying the Restricted Share Units in accordance with Section 5 hereof or (b) the time when the Grantee's right to receive the Restricted Share Units is forfeited in accordance with Section 4 hereof, the Company shall pay to the Grantee, whenever a normal cash dividend is paid on shares of Common Stock, an amount of cash equal to the product of the per-share amount of the dividend paid times the number of such Restricted Share Units.

7. Retention of Restricted Share Units by the Company. The shares of Common Stock underlying the Restricted Share Units shall be released to the Grantee by the Company’s transfer agent (currently EquiServe) at the direction of the Company. At such time as the Restricted Share Units become nonforfeitable as specified in this Agreement, the Company shall direct the transfer agent to forward all such nonforfeitable shares of Common Stock to the Grantee except in the event that the Grantee has notified the Company of his or her election to satisfy any tax obligations by surrender of a portion of such shares, the transfer agent will be directed to forward the remaining balance of shares after the amount necessary for such taxes has been deducted.

8. Rights of Company Upon Occurrence of Detrimental Activity. Upon a finding by the Board that a Grantee who has met the conditions for a Qualifying Retirement has engaged in any Detrimental Activity during the period of time beginning when such conditions are first met and ending when all rights under this Agreement terminate, and forthwith upon notice of such finding, the Grantee shall forfeit any Restricted Share Units with respect to which the forfeiture provisions hereunder have not lapsed, and the Grantee hereby expressly agrees that the Company may exercise any and all other rights available to it under the Plan.

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9. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any Restricted Share Units or shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would, in the reasonable opinion of the Company, result in a violation of any such law.

10. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement shall not be taken into account in determining any benefits to which the Grantee may be entitled.

11. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent.

12. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

13. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistent provisions between this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Board, acting pursuant to the Plan shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with this grant.

14. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

15. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Georgia, without giving effect to the principles of conflict of laws thereof.

16. Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Vice President-General Counsel and Secretary, and any notice to the Grantee shall be addressed to said Grantee at his or her address currently on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class registered mail, postage and fees prepaid, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit of the same in the United States mail).

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Grantee has also executed this Agreement in duplicate, as of the day and year first above written.

GEORGIA GULF CORPORATION
By:
	Joel I. Beerman
	Vice President, General Counsel & Secretary

GRANTEE:

Name:

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EX-10.2

2006 NONQUALIFIED STOCK OPTION AGREEMENT

This AGREEMENT (the "Agreement") is made as of February 28, 2006 (the "Date of Grant") by and between GEORGIA GULF CORPORATION, a Delaware corporation (together with any Subsidiaries, as applicable, the "Company"), and ____________ (the “Optionee”).

1. Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company's 2002 Equity and Performance Incentive Plan, as amended (the "Plan"), the Company hereby grants to the Optionee as of the Date of Grant a stock option (the "Option") to purchase __,____ shares of the Company's Common Stock (the "Optioned Shares"). The Option may be exercised from time to time in accordance with the terms of this Agreement. The price at which the Optioned Shares may be purchased pursuant to this Option shall be $28.91 per share, subject to adjustment as hereinafter provided (the "Option Price"). The Option is intended to be a nonqualified stock option and shall not be treated as an "incentive stock option" within the meaning of that term under Section 422 of the Code, or any successor provision thereto.

2. Term of Option. The term of the Option shall commence on the Date of Grant and, unless earlier terminated in accordance with this Agreement, shall expire ten (10) years from the Date of Grant.

3. Right to Exercise. Subject to the limitations set out below and the expiration or earlier termination of the Option, the Option shall vest and become exercisable with respect to the following number of shares on the following dates:

Date	Number of Shares
February 28, 2007
February 28, 2008
February 28, 2009

To the extent the Option is exercisable, it may be exercised in whole or in part. In no event shall the Optionee be entitled to acquire a fraction of one Optioned Share pursuant to this Option. The Optionee shall be entitled to the privileges of ownership with respect to Optioned Shares purchased and delivered to him upon the exercise of all or part of this Option.

4. Forfeiture of Option. At such time as the Optionee ceases to be continuously employed by the Company, to the extent any portion of the Option has not theretofore become exercisable, such portion shall be forfeited. Notwithstanding the foregoing, an Optionee shall be treated as being in the continuous employ of the Company for purposes of this Section and vesting of the Option shall continue as provided for in accordance with Section 3 if and only for so long as all of the following conditions are met: (i) Optionee’s employment was terminated other than by the Company for cause; (ii) at the time such employment was terminated, the Optionee had attained the age of 55; (iii) at the time such employment was terminated, the Optionee’s age, when added to the number of years of continuous employment of such Optionee by the Company, equaled or exceeded seventy (70); and (iv) the Optionee does not engage in any Detrimental Activity (together, a “Qualifying Retirement”).

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5. Transferability. The Option granted hereby shall be transferable by an Optionee, without payment of consideration therefor by the transferee, to any one or more members of the Optionee's Immediate Family (or to one or more trusts established solely for the benefit of one or more members of the Optionee's Immediate Family or to one or more partnerships in which the only partners are members of the Participant's Immediately Family); provided, however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered to the Company and such transfer is thereafter effected in accordance with any terms and conditions that shall have been made applicable thereto by the Company or the Board and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Optionee.

6. Notice of Exercise; Payment.

(a) To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price not later than the date on which the sale transaction will settle in the ordinary course of business.

(b) The Optionee may also tender the Option Price by the actual or constructive transfer to the Company of: (i) nonforfeitable, nonrestricted Common Shares, (ii) nonforfeitable, nonrestricted Common Shares acquired by Optionee pursuant to the exercise of other stock options, provided such exercise occurred more than six months prior to transfer, or (iii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares.

(c) Within ten (10) days after notice, the Company shall direct the due issuance of the Optioned Shares so purchased.

(d) Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Market Value per Share.

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(e) As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Stock and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

7. Termination of Agreement. The Agreement and the Option granted hereby shall terminate automatically and without further notice on the earliest of the following dates:

(a) Three (3) years after the Optionee's death (if the Optionee dies while in the employ of the Company);

(b) Three (3) years after the date of the Optionee's permanent and total disability that is confirmed by a licensed physician's statement if the Optionee becomes permanently and totally disabled while an employee of the Company;

(c) Three (3) years after the Optionee’s retirement under a retirement plan of the Company at or after the earliest voluntary retirement age provided for in such retirement plan or retirement at any earlier age with the consent of the Board;

(d) Except as provided on a case-by-case basis, 60 days after the date the Optionee ceases to be an employee of the Company for any reason other than as described in this Section 7 hereof; or

(e) Ten (10) years from the Date of Grant,

provided that, if the Optionee would have met the conditions for a Qualifying Retirement on the date of the occurrence of the applicable event, the Agreement and the Option granted hereby shall terminate in accordance with subsection (e) hereof.

This Agreement shall not be exercisable for any number of Optioned Shares in excess of the number of Optioned Shares for which this Agreement is then exercisable, pursuant to Sections 3, 4 and 7 hereof, on the date of termination of employment, provided, however, that for purposes of this Section, if and for so long as an Optionee continues to meet the requirements for a Qualifying Retirement, such Optionee shall not be deemed to have “retired” for purposes of subsection (c) hereof or terminated his or her employment.

In the event that the Optionee's employment is terminated for cause, the Agreement shall terminate at the time of such termination notwithstanding any other provision of this Agreement.

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For purposes of this provision, "cause" shall mean the Optionee shall have committed prior to termination of employment any of the following acts: (i) an intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with the Optionee's duties or in the course of the Optionee's employment; (ii) intentional wrongful damage to material assets of the Company; (iii) intentional wrongful disclosure of material confidential information of the Company; (iv) intentional wrongful engagement in any competitive activity that would constitute a material breach of the duty of loyalty; or (v) intentional breach of any stated material employment policy of the Company. Any determination of whether the Optionee's employment was terminated for cause shall be made by the Board, whose determination shall be binding and conclusive.

8. Acceleration of Option. Notwithstanding Section 3, but subject to earlier termination, the Option granted hereby shall become immediately exercisable in full in the event of a Change of Control.

9. Rights of Company Upon Occurrence of Detrimental Activity. Upon a finding by the Board that an Optionee who has met the conditions for a Qualifying Retirement has engaged in any Detrimental Activity during the period of time beginning when such conditions are first met and ending when all rights under this Agreement terminate, and forthwith upon notice of such finding, the Optionee shall forfeit any unexercised Option (or portion thereof) to the Company, whether or not vested, and the Optionee hereby expressly agrees that the Company may exercise any and all other rights available to it under the Plan.

10. No Employment Contract. Nothing contained in this Agreement shall confer upon the Optionee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Optionee.

11. Taxes and Withholding. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with the exercise of the Option, and the amounts available to the Company for such withholding are insufficient, the Optionee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. The Optionee may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company a portion of the Optioned Shares that are issued or transferred to the Optionee upon the exercise of the Option, and the Optioned Shares so surrendered by the Optionee shall be credited against any such withholding obligation at the Market Value per Share of such shares on the date of such surrender. The Company will pay any and all issue and other taxes in the nature thereof which may be payable by the Company in respect of any issue or delivery upon a purchase pursuant to this Option.

12. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Option shall not be exercisable if the exercise thereof would, in the reasonable opinion of the Company, result in a violation of any such law.

13. Adjustments. The Board may make or provide for such adjustments in the number of Optioned Shares covered by this Option, in the Option Price applicable to such Option, and in the kind of shares covered thereby, as the Board may determine is equitably required to prevent dilution or enlargement of the Optionee's rights that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Board may provide in substitution for this Option such alternative consideration as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of this Option.

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14. Relation to Other Benefits. Any economic or other benefit to the Optionee under this Agreement shall not be taken into account in determining any benefits to which the Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.

15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Optionee under this Agreement without the Optionee's consent.

16. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

17. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistent provisions between this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with this option or its exercise.

18. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Optionee, and the successors and assigns of the Company.

19. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Georgia, without giving effect to the principles of conflict of laws thereof.

20. Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Vice President - General Counsel and Secretary, and any notice to the Optionee shall be addressed to said Optionee at his or her address stated below. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class registered mail, postage and fees prepaid, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit of the same in the United States mail).

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Optionee has also executed this Agreement in duplicate, as of the day and year first above written.

GEORGIA GULF CORPORATION
By:
	Joel I. Beerman
	Vice President & General Counsel

OPTIONEE

Address:

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EX-10.3

2006 NONQUALIFIED STOCK OPTION AGREEMENT

NON-EMPLOYEE DIRECTOR

This AGREEMENT (the "Agreement") is made as of February 28, 2006 (the "Date of Grant") by and between GEORGIA GULF CORPORATION, a Delaware corporation (the "Company"), and _________________(“Optionee”).

1.Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company's 2002 Equity and Performance Incentive Plan (the "Plan"), the Company hereby grants to the Optionee as of the Date of Grant a stock option (the "Option") to purchase 3,000 shares of the Company's Common Stock (the "Optioned Shares"). The Option may be exercised from time to time in accordance with the terms of this Agreement. The price at which the Optioned Shares may be purchased pursuant to this Option shall be $28.91 per share subject to adjustment as hereinafter provided (the "Option Price"). The Option is intended to be a nonqualified stock option and shall not be treated as an "incentive stock option" within the meaning of that term under Section 422 of the Code, or any successor provision thereto.

2.Term of Option. The term of the Option shall commence on the Date of Grant and, unless earlier terminated in accordance with Section 6 hereof, shall expire ten (10) years from the Date of Grant.

3.Right to Exercise. Subject to expiration or earlier termination, 100% of the Option shall become exercisable on the first anniversary of the Date of Grant. To the extent the Option is exercisable, it may be exercised in whole or in part. In no event shall the Optionee be entitled to acquire a fraction of one Optioned Share pursuant to this Option. The Optionee shall be entitled to the privileges of ownership with respect to Optioned Shares purchased and delivered to him upon the exercise of all or part of this Option.

4.Transferability. The Option granted hereby shall be transferable by an Optionee, without payment of consideration therefor by the transferee, to any one or more members of the Optionee's Immediate Family (or to one or more trusts established solely for the benefit of one or more members of the Optionee's Immediate Family or to one or more partnerships in which the only partners are members of the Participant's Immediately Family); provided, however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered to the Company and such transfer is thereafter effected in accordance with any terms and conditions that shall have been made applicable thereto by the Company or the Board and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Optionee.

5.Notice of Exercise; Payment.

(a)    To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price not later than the date on which the sale transaction will settle in the ordinary course of business.

(b)   The Optionee may also tender the Option Price by (i) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted Common Shares that have been owned by the Optionee for more than six months prior to the date of exercise, or (ii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares.

(c)   Within ten (10) days after notice, the Company shall direct the due issuance of the Optioned Shares so purchased.

(d)   Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Market Value per Share as defined in the Plan.

(e)   As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Stock and in connection therewith shall execute any documents which the Compensation Committee shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

6.Termination of Agreement. The Agreement and the Option granted hereby shall terminate automatically and without further notice ten (10) years from the Date of Grant.

In the event that the Optionee's termination from service on the Board for cause (as determined by the Board), the Agreement shall terminate at the time of such termination notwithstanding any other provision of this Agreement.

This Agreement shall not be exercisable for any number of Optioned Shares in excess of the number of Optioned Shares for which this Agreement is then exercisable, pursuant to Sections 3 and 7 hereof, on the date of termination from service on the Board. For the purposes of this Agreement, the continuous service of the Optionee with the Company shall not be deemed to have been interrupted if an Optionee subsequently becomes an employee of the Company or a Subsidiary while remaining a member of the Board.

7.Acceleration of Option. Notwithstanding Section 3, but subject to earlier termination, the Option granted hereby shall become immediately exercisable in full in the event of a Change of Control.

8.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Option shall not be exercisable if the exercise thereof would result in a violation of any such law.

9.Adjustments. The Committee may make or provide for such adjustments in the number of Optioned Shares covered by this Option, in the Option Price applicable to such Option, and in the kind of shares covered thereby, as the Compensation Committee may determine is equitably required to prevent dilution or enlargement of the Optionee's rights that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Compensation Committee may provide in substitution for this Option such alternative consideration as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of this Option.

10.Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Optionee under this Agreement without the Optionee's consent.

11.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

12.Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistent provisions between this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with this option or its exercise.

13.Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Optionee, and the successors and assigns of the Company.

14.Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Georgia, without giving effect to the principles of conflict of laws thereof.

15.Notices.Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Joel I. Beerman, Vice President - General Counsel and Secretary, and any notice to the Optionee shall be addressed to said Optionee at his or her address currently on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class registered mail, postage and fees prepaid, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit of the same in the United States mail).

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Optionee has also executed this Agreement in duplicate, as of the day and year first above written.

GEORGIA GULF CORPORATION
By:
	Vice President