Exhibit 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