Exhibit 10.2


FORM OF

NONQUALIFIED STOCK OPTION AGREEMENT

EXECUTIVE


This AGREEMENT (the
“Agreement”) is made as of ______ __, 200_ (the “Date of Grant”) by and between
GEORGIA GULF CORPORATION, a Delaware corporation (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 (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 $______ 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, the
following number of shares shall become exercisable on the following
anniversaries of the Date of Grant provided the Optionee is an employee of the
Company on such date and has been in the continuous employ of the Company from
the Date of Grant.


	
  Anniversary of Date of Grant

  	
   

  	
   

  	
   

  	
  Number of Shares

  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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.


For purposes of
this Agreement, Optionee’s employment with the Company will be deemed to have
ceased as of the last day worked. In the case of an Optionee’s receiving short
term disability benefits, employment will be deemed to have ceased on the last
day for which such short term benefits are paid.


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 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 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 Equity Compensation
Committee of the Board (“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 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 Compensation
Committee;


(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, or a Subsidiary, for any reason other than as
described in this Section 6 hereof; or


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


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 of 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. 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 an Optionee’s employment was terminated for cause shall be made by
the Committee, whose determination shall be binding and conclusive.


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.     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.


9.     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.


10.   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.


11.   Adjustments.   The Compensation
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.


12.   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.


13.   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.


14.   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.


15.   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 Compensation Committee 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.


16.   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.


17.   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.


18.   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).


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee