Exhibit 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
                (331⁄3%) 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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