<PAGE>

                                                                   Exhibit 10.19

                   2003 MANAGEMENT & DIRECTORS INCENTIVE PLAN

                                 FOR GENTEK INC.

                        PERFORMANCE CASH AWARD AGREEMENT

         THIS AGREEMENT is made by and between GenTek Inc., hereinafter referred
to as the "Company," and _________________________________________, hereinafter
referred to as "Executive", effective as of the date signed by the Executive.

         WHEREAS, the Company has established the 2003 Management and Directors
Incentive Plan for GenTek Inc. (the "Plan");

         WHEREAS, the Plan provides for the grant of performance awards that may
be paid out in cash, subject to certain conditions stated herein (a "Performance
Cash Award");

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") has determined that it would be to the advantage and
best interests of the Company and its shareholders to grant the performance cash
awards provided for herein to the Executive in partial consideration of services
rendered, or to be rendered, to the Company and as an incentive for increased
efforts during such service; and

         WHEREAS, all capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Plan.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:

1.       Definitions. Capitalized terms used in this Agreement, which are not
         defined herein or on Exhibit C, shall have the meaning given such terms
         in the Plan.

         a.       "Average Return on Assets" shall mean the arithmetic average,
                  as of December 31, 2006, Operating Income/ (Net PP&E = A/R +
                  Inventory - A/P) for the annual periods between January 1,
                  2004 through December 31, 2006.

         b.       "Average Return on Assets Target" for a given period shall be
                  set forth on Exhibit B to this Agreement, subject to Section 8
                  and shall equal the sum of the Return on Assets Target for
                  2004, 2005 and 2006 calendar years.

         c.       "Cumulative EBITDA" shall mean, as of December 31, 2006, the
                  total EBITDA for the period between January 1, 2004 through
                  December 31, 2006.

         d.       "Cumulative EBITDA Target" for a given period shall be set
                  forth on Exhibit B to this Agreement, subject to Section 8,
                  and shall equal the arithmetic average of the EBITDA Targets
                  for the 2004, 2005 and 2006 calendar years.




<PAGE>


         e.       "EBITDA" means for any applicable period the sum of (i) the
                  net income of the Company and its consolidated Subsidiaries
                  for such period plus (in each case to the extent included in
                  the calculation of such net income) the sum of (x) all income
                  taxes (whether paid or deferred), (y) interest expense (net of
                  any interest income), and (z) amortization and depreciation
                  expense. This figure shall be exclusive of material, one-time,
                  nonrecurring charges.

         f.       "EBITDA Target" for a given period shall be as set forth on
                  Exhibit B.

         g.       "Operating Working Capital" as of any date shall mean the
                  consolidated current assets of the Company and its
                  consolidated Subsidiaries (other than cash and cash
                  equivalents) identified as net trade accounts receivable and
                  net inventory minus trade accounts payable of the Company and
                  its consolidated Subsidiaries (other than the current portion
                  of any indebtedness).

         h.       "Return on Assets" for any applicable period shall mean
                  operating income divided by the sum of (i) property, plant and
                  equipment costs (as reflected on the Company's audited
                  financial statements for such period and (ii) Operating
                  Working Capital.

         i.       "Return on Assets Target" for a given period shall be as set
                  forth on Exhibit B.

2.       Performance Cash Awards. The Executive is eligible for a Performance
         Cash Award with a target value of _____________________ (the "Target
         Award"). The actual amount of the Performance Cash Award will be
         determined by the level of achievement of the Cumulative EBITDA Target
         and the Average Return on Assets Target (the "Performance Cash Award
         Amount") for the period beginning on January 1, 2004 and ending on
         December 31, 2006 (the "Performance Period"). Each of the two metrics
         shall be equally weighted. If the Company achieves greater or lesser
         than 100% of the Cumulative EBITDA Target or the Average Return on
         Assets Target, the Performance Cash Award Amount will increase or
         decrease as set forth in the attached Exhibit A.

3.       Payment of Performance Cash Award Amount. The Performance Cash Award
         Amount is calculated once (a) the Performance Period ends, (b) the
         Company receives its year-end financial audit and (c) performance
         reviews are completed. The Company shall determine the amount of
         performance cash earned by the Executive and shall pay to the Executive
         the Performance Cash Award Amount within 30 days of calculating such
         amount provided that the Executive's is employed by the Company on the
         date of the Performance Cash Award Amount is paid. Notwithstanding the
         foregoing, if the Executive formally retires, terminates employment by
         reason of death or Disability or is terminated for other than Cause,
         then a pro-rated amount based on the period of time the Executive was
         employed will be paid at the time performance cash awards are paid to
         other executives. In the event that the Company terminates the
         Executive's employment for Cause or the Executive voluntarily
         terminates employment other than for retirement, death or Disability,
         all rights to any Performance Cash Award shall be forfeited as of the
         date of termination of employment.


                                      -2-




<PAGE>


4.       Certain Corporate Events. In the event of a Change in Control, all
         targets set forth under this agreement shall be deemed to have been
         achieved and the Executive shall be entitled to receive a pro-rata
         portion of his or her Target Award where payment shall be equal to the
         Target Award multiplied by a fraction, the denominator of which shall
         be the number of calendar days that comprises the Performance Period
         and the numerator of which shall be the number of calendar days that
         has elapsed from the Effective Date through the date of the
         consummation of such Change in Control.

5.       Other Compensation. The performance cash awards under this Agreement
         shall be in addition to any other compensation that may be due to the
         Executive, including, without limitation, severance or accelerated
         vesting of stock options; provided, however, that such performance cash
         awards shall be excluded from the calculation of (i) any severance
         payments or other benefits under any employment agreement between the
         Executive and the Company and (ii) any payments or benefits under any
         employee welfare or pension benefit plans or programs or any other
         plans or programs, including, but not limited to any plans that the
         Committee may at such time determine.

6.       Form of Payment/Taxes. The performance cash awards payable hereunder
         shall be payable in cash and shall be subject to applicable federal,
         state and local tax withholding. It is expressly understood and agreed
         by and between the Company and the Executive that the Executive shall
         be responsible for taxes on any payment he receives under this
         Agreement.

7.       No Rights of Continued Employment. Nothing in this Agreement shall
         confer on the Executive the right to continued employment with either
         the Company or the purchaser of, or successor to, the Company, or
         affect in any way the right of the Company to terminate the Executive's
         employment at any time, with or without cause, or change the
         Executive's responsibilities or, except as expressly set forth herein,
         affect in any way the rights of the Executive under any plan or
         agreement with the Company.

8.       Adjustments to Targets. The EBITDA Targets, Cumulative EBITDA Targets,
         Return on Assets Targets and the Cumulative Return on Investment
         Targets specified in Exhibit B are based upon certain revenue and
         expense assumptions about the future business of the Company as of the
         date the performance cash award is granted. Accordingly, in the event
         that, after such date, the Committee determines, in its sole
         discretion, that any acquisition or any disposition of any business by
         the Company or any dividend or other distribution (whether in the form
         of cash, Common Stock, other securities, or other property),
         recapitalization, reclassification, stock split, reverse stock split,
         reorganization, merger, consolidation, split-up, spin-off, combination,
         repurchase, or exchange of Common Stock or other securities of the
         Company, issuance of warrants or other rights to purchase Common Stock
         or other securities of the Company, any unusual or nonrecurring
         transactions or events affecting the Company, or the financial
         statements of the Company, or change in applicable laws, regulations,
         or accounting principles occurs such that an adjustment is determined
         by the Committee to be appropriate in order to prevent dilution or
         enlargement of the benefits or potential benefits intended to be made
         available under the Plan or with respect to the Performance Cash Award,
         then the Committee may, in its sole discretion, in good faith and in
         such manner as it may deem equitable, adjust the financial targets set
         forth on Appendix B to reflect the projected effect of such
         transaction(s) or event(s) on EBITDA Targets, Cumulative EBITDA
         Targets, Return on Assets Targets and Average Return on Asset


                                      -3-




<PAGE>

         Targets. In determining the Performance Cash Award Amount, in no event
         may the Committee increase the amount payable at a given level of
         performance as set forth herein.

9.       Plan Document. This Performance Cash Award is granted under the Plan
         and remains subject to the terms and conditions of the Plan which are
         hereby incorporated by reference. Capitalized terms not defined herein
         shall have the meanings ascribed to them in the Plan.

10.      Governing Law. This Agreement shall be construed and interpreted, and
         the rights of the parties shall be determined, in accordance with the
         laws of the State of Delaware, without regard to conflicts of law
         provisions thereof.


                                      -4-




<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth below.

                                         GenTek Inc.
                                         a Delaware corporation

                                         By:
                                            ------------------------------------

                                         Name:  Robert D. Novo
                                              ----------------------------------

                                         Title: Vice President, Human Resources
                                               ---------------------------------

                                         PARTICIPANT


                                         Name:
                                              ----------------------------------

                                         Date:
                                              ----------------------------------


                                      -5-




<PAGE>


                                    Exhibit A

<TABLE>
<CAPTION>
                                                 Percentage of
    Percentage of          Percentage of       Average Return on     Percentage of
  Cumulative EBITDA         Target Award         Assets Target        Target Award
<S>                        <C>                 <C>                   <C>
          95%                    95%                   95%                 95%
          96%                    96%                   96%                 96%
          97%                    97%                   97%                 97%
          98%                    98%                   98%                 98%
          99%                    99%                   99%                 99%
         100%                   100%                  100%                100%
         105%                   110%                  105%                110%
         110%                   120%                  110%                120%
         115%                   130%                  115%                130%
         120%                   140%                  120%                120%
         125%                   150%                  125%                150%
</TABLE>


                  Note:  EBITDA and ROA Targets weighted equally.


                                      -6-




<PAGE>


                                    Exhibit B


<TABLE>
<CAPTION>
            Target                       2004               2005            2006
<S>                                      <C>                <C>             <C>

            EBITDA

      Cumulative EBITDA

       Return on Assets

   Average Return on Assets
</TABLE>


                                      -7-




<PAGE>


                                    Exhibit C

                             Additional Definitions

Operating Profit: income statement profitability measure for a proscribed time
period defined as pre-tax profit plus: (i) interest expense (net of interest
income); and (ii) non-operating expense/income. Stated in the reporting currency
of GenTek, this figure is to be prepared in accordance with Generally Accepted
Accounting Principals ("GAAP"), consistently applied for the period(s) under
evaluation. This figure shall be exclusive of material, one-time, non-recurring
charges.

Property, Plant & Equipment, Net ("Net PP&E"): balance sheet measure of the
company's investment in land, land improvements, buildings, building
improvements, construction-in-progress, and capital equipment, net of
accumulated depreciation. Stated in the reporting currency of GenTek, this
figure is to be prepared in accordance with GAAP consistently applied for the
period(s) under evaluation.

Accounts Receivable, Trade, Net ("Net A/R"): balance sheet measure of amounts
owed to the company through the sale of products and in the normal-course
operating activities of the company, net of reserves for bad debts. Stated in
the reporting currency of GenTek, this figure is to be prepared in accordance
with GAAP consistently applied for the period(s) under evaluation. This figure
shall be exclusive of: (i) non-trade accounts and notes receivable; and (ii)
intercompany items.

Inventory, Net: balance sheet measure of the value of raw materials, stores and
supplies, work-in-process, and finished goods for sale, net of reserves. Stated
in the reporting currency of GenTek, this figure is to be prepared in accordance
with GAAP consistently applied for the period(s) under evaluation.

Accounts Payable, Trade ("A/P"): balance sheet measure of amounts owed to
creditors in the normal-course operating activities of the company. Stated in
the reporting currency of GenTek, this figure is to be prepared in accordance
with GAAP consistently applied for the period(s) under evaluation. This figure
shall be exclusive of: (i) non-trade accounts and notes payable; and (ii)
intercompany items.


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