Exhibit 10.4


 


[Georgia Gulf Letterhead]


 


	
   

  	
  Georgia Gulf Corporation

  115 Perimeter Center Place/Suite 460

  Atlanta, GA30346

  (770) 395-4517 FAX (770) 395-4509

  



 


November 11,
2008


 


 


Mr. Mark
Orcutt


Pittsburgh,
Pennsylvania


 


Dear Mark:


 


I
am pleased to offer you the position of Executive Vice President – Building
Products for Georgia Gulf Corporation. 
The location of the position is Toronto, Ontario. Everyone here has been
very impressed with your candidacy and we feel you will be a great fit with our
corporate culture.  We look forward to
having you join us.


 


The
specific terms of the offer are:


 


Sign-On
Bonus:  The Company will pay you a total of
US$200,000, in two equal installments, the first within ten days of your first
day of work and the second within ten days of March 31, 2009.


 


Base
Salary:  US$ 400,000. 
The Compensation Committee of the Board considers salary adjustments
annually.


 


Currency
Exchange and Tax Equalization:  For simplicity, you will be
paid in U.S. dollars as a U.S. employee until you have legal status to be paid
as a Canadian employee (but at least through December 31, 2008).


 


Thereafter
your cash compensation (salary, bonuses, and perquisite/car allowance) will
continue to be paid in U.S. dollars per this agreement, but will be converted
to Canadian dollars quarterly based on the exchange rate as of the fifth
business day of the first month of each quarter.  The adjustment to pay will be made as of the
next pay period.  No adjustment will be
made unless the quarter-to-quarter change in the exchange rate is 5% or
greater.


 


Your
Canadian cash compensation will be increased in order to equalize your salary,
bonuses, and perquisite/car allowance for taxes so that the income tax burden
is equal to the U.S./Pennsylvania tax burden. 
This will be calculated by our consultants, Ernst & Young
Canada, during November 2008.


 


Annual
Incentive Bonus Target:  Our Incentive Bonus Program is on a calendar
year basis with the payment being made once per year, usually prior to the end
of February.  In order to be eligible for
a payment, an employee must be employed as of December 31. The bonus
target for your position is 60% of base salary (US$240,000).  The current bonus program has a payment a
range of 0% to 200% of target depending on the


 

















 


company’s
attainment of its financial goals.  Bonus
payments for the 2007, 2006, 2005 and 2004 years were 0%, 132%, 117%, and 169%
of target respectively and the 2008 plan is not expected to payout.


 


Long-term
Incentives:  Equity is an important component of pay at
Georgia Gulf.  The Board has most
typically awarded Stock Options and/or Restricted Stock Units but has, at
times, used other equity types like performance or restricted shares.  Grants are typically made annually at a Board
meeting in the first half of the year. 
You will receive, on your hire date, you a grant of 100,000
Non-Qualified Stock Options.  The grant
price will also be set as of your hire date.


 


Automobile:  You
will receive a taxable company car allowance of US $12,500 paid annually.


 


Executive
Benefits & Perquisites:  The Board determines all
compensation for executives, including benefits.  The following describes the current benefits
programs for executives.  In addition to
the employee benefits provided to all employees, you will be eligible for the
following:


 


	
  A.

  	
   

  	
  Supplemental Retirement
  Benefits: Because governmental
  restrictions sometimes  limit
  the amount that the Company can contribute to its tax-qualified plans on your
  behalf, you are eligible for a restoration plan to supplement your accrual of
  retirement benefits (For US employees, pension and 401(k) savings plans
  and in Canada Registered Retirement Savings Plan). The restoration
  contributions needed will be made to the Deferred Compensation Program. For
  retirement benefits, you will be eligible for credits as if you had 20+ years
  of services.

  
	
  B.

  	
   

  	
  Deferred Compensation Plan
  (no employer contributions other than restoration contributions described
  above) This is only limited by the
  regulations governing such plans. The company currently does not have a
  Canadian deferred compensation plan but will establish one. If unable to
  establish one due to regulatory restrictions, we will utilize the existing
  U.S. deferred compensation program if allowable or make other arrangements to
  deliver the funds to you.

  
	
  C.

  	
   

  	
  Perquisite Allowance of
  US$25,000 annually: Beginning
  February 2009, you will receive an annual allowance in a lump-sum
  taxable payment to be spent at your discretion.

  
	
  D.

  	
   

  	
  Change In Control (CIC)
  Protection: In accordance with the
  Executive and Key Employee Change of Control Severance Plan, severance
  payment equal to 1 1⁄2 years salary and target bonus in the event of CIC and
  (a) involuntary termination or (b) voluntary termination following
  required move or reduction of pay.

  



 


2

















 


Two-Year
Guarantee:  As additional protection, if you are
terminated (or resign due to forced move or reduction of pay), your pay (salary
and target bonus) will be continued through the date that is two years after
your hire date.


 


Years
Three and Four Guarantee:  Additionally, if you are involuntarily
terminated without cause, fifty (50) percent of your salary will be continued
through the years three and four that occur after your hire date.


 


Relocation:  You
will be eligible to be reimbursed for all expenses associated with the move and
physical relocation of all of your personal belongings to the greater Toronto
area.  This includes the purchase of your
existing home in Pittsburgh if necessary at the market competitive purchase
price as determined by the third party relocation firm.  The company uses a relocation firm to manage
this process for you.


 


Vacation:  You
will be eligible for 5 weeks of vacation annually.  That is the maximum amount of vacation that
can be accrued at Georgia Gulf.


 


Other
Employee Benefits:  You are eligible for all of the employee
benefits provided for Georgia Gulf including:


 


Medical,
Dental and Vision Benefits


Retirement
Plan


Group
Life Insurances, Short-term Disability and Long-term Disability


 


We
also understand that you will be due a 2008 bonus payment and will be vesting
in some shares of stock at your current employer.  In recognition of this, the Company will pay
you minimum payments of  US$125,000 from
the Incentive Bonus Program in February of 2009 and 2010.  You must remain an active employee to receive
these payments.


 


If
you find these terms agreeable, please sign below and return this to me.  I look forward to having you join Georgia
Gulf.


 


 


Sincerely


 


 


	
  /s/
  James L. Worrell

  	
   

  	
   

  
	
  James
  L. Worrell

  	
   

  	
  /s/
  Mark Orcutt        

  	
  11/12/08

  
	
  Vice
  President-Human Resources

  	
   

  	
  Mark
  Orcutt

  



 


 


Copy:  Paul Carrico; Patrick
Fleming; Wayne Sales; Stuart Guthrie


 


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