Exhibit 10.26


 


EXHIBIT A




EXECUTIVE SEVERANCE AGREEMENT


 


THIS AGREEMENT is entered into this     day
of                                         ,
2005 by and between Euramax International, Inc., a Delaware corporation,
and J. David Smith (“Executive”).


 


WITNESSETH


 


WHEREAS, the Company considers the establishment and
maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its stockholders; and


 


WHEREAS, Executive currently serves as Chairman of the
Board and, pursuant to an Employment Agreement between Executive and the
Company dated as of October 1, 1999 as amended as of April 15, 2003
(collectively “the “Employment Agreement”), serves as Chief Executive Officer
and President of the Company;


 


WHEREAS, the Company recognizes that the possibility
of a Change of Control may arise and that such possibility, and the uncertainty
and questions which it may raise among management, may result in the departure
or distraction of management personnel to the detriment of the Company and its
stockholders; and


 


WHEREAS, the Board (as defined in Section 1) has
determined that it is in the best interests of the Company and its stockholders
to secure Executive’s continued services and to ensure Executive’s continued
and undivided dedication to his duties; and


 


WHEREAS, the Employment Agreement contains certain
provisions relating to payments to Executive upon a “Change of Control” as
defined therein and other matters relating to a Change of Control;


 


WHEREAS, the parties hereto desire to amend, by this
Agreement and effective upon the date hereof, the definition of “Change of
Control” contained in the Employment Agreement; and


 


WHEREAS, upon the occurrence of a Change of Control,
as defined herein, the parties hereto desire that the terms expressly provided
herein relating to Executive’s rights after a Change of Control upon certain
terminations of his employment supersede similar provisions in his Employment
Agreement as provided herein; and


 


WHEREAS, the Board has authorized the Company to enter
into this Agreement.


 


NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants and agreements herein contained, the Company
and Executive hereby agree as follows:


 


1.             Definitions:
As used in this Agreement, the following terms shall have the respective
meanings set forth below:


 





















 


(a)           “Affiliate”
means, with respect to any Person, any other Person who directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, such Person including, without limitation, any employee of
such Person, The term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities or other ownership
interests, by contract or otherwise, and the terms “controlled” and “controlling”
have meanings correlative thereto.


 


(b)           “Board”
means the Board of Directors of the Company.


 


(c)           “Business
Day” means any day other than a Saturday or Sunday or a day on which commercial
banks are required or authorized to close in New York, New York.


 


(d)           “Cause”
means (i) conviction of the Executive for a felony, a crime involving
moral turpitude (excluding in each case vehicular offenses) or other act or
willful omission involving dishonesty or fraud with respect to any member of
the Company Group, in each case, which causes material harm to the standing and
reputation of any member of the Company Group and after written notice to
Executive or (ii) other than by reason of death, Permanent Disability or
termination of employment by Executive based on the occurrence of an event
constituting Good Reason, Executive’s continued failure to perform his duties
(consistent with those duties previously performed by Executive in his capacity
as an executive officer of the Company and those of an executive officer in an
organization of similar size and structure as the Company) to the Company
and/or deliberate failure or deliberate refusal by Executive to comply with a
reasonable written directive of the Board or the Chief Executive Officer of the
Company which is consistent with the method and manner of conducting the
business of the Company as it is now being conducted, after written notice and,
if susceptible to remedy or cure is not cured or remedied and continues for
fifteen (15) Business Days after the Board has given written notice to the
Executive specifying in reasonable detail the manner in which Executive has continued
to fail to perform his duties or refused to comply with such reasonable
directive and after the Executive has been afforded an opportunity to be heard
by the Board in respect thereto. The Company must notify Executive of any event
constituting Cause within ninety (90) calendar days following the Company’s
knowledge of its existence or such event shall not constitute Cause under this
Agreement.


 


(e)           “Change
of Control” means, in a single transaction or a series of related transactions,
the consummation within the term of this Agreement set forth in Section 6
hereof, of any of the following:


 


(1)           a
majority of the outstanding voting power of the Company shall have been
acquired or otherwise become beneficially owned by any Person (other than the
Existing Owner Group, Company, any other member of the Company Group, or any
Affiliate of any member of the Company Group) or any two or more Persons acting
as a partnership, limited partnership, syndicate or other group, entity or
association acting in concert for the purpose of voting, acquiring, holding or
disposing of voting stock of the Company (the “Company Voting Securities”); or


 


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(2)           there
shall have occurred:


 


(A)          a
merger or consolidation of the Company with or into another corporation, other
than (i) a merger or consolidation with any other member of the Company
Group or (ii) a merger or consolidation in which the holders of Company
Voting Securities immediately prior to the merger as a class hold immediately
after the merger at least a majority of all outstanding voting power of the
surviving or resulting corporation or its parent; or


 


(B)           a
statutory exchange of shares of one or more classes or series of outstanding
Company Voting Securities for cash, securities or other property, other than an
exchange in which the holders of Company Voting Securities immediately prior to
the exchange as a class hold immediately after the exchange at least a majority
of all outstanding voting power of the entity with which the Company Voting
Securities are being exchanged; or


 


(C)           the
sale or other disposition of more than 80% of the consolidated assets of the
Company and its Subsidiaries (based on the net book value of the consolidated
assets of the Company and its Subsidiaries in the most recent audited financial
statements of the Company), in one transaction or a series of transactions,
other than a sale or disposition in which the holders of Company Voting
Securities immediately prior to the sale or disposition as a class hold
immediately after the sale or disposition at least a majority of all
outstanding voting power of the entity to which such assets of the Company are
being sold.


 


Notwithstanding anything in this Agreement to the
contrary, if Executive’s employment is terminated prior to a Change of Control,
and Executive reasonably demonstrates that such termination was at the request
or suggestion of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change of Control (a “Third Party”) and a
Change of Control involving such Third Party occurs, then for all purposes of
this Agreement, a “Change of Control” shall be deemed to have occurred and the
date of a Change of Control shall mean the date immediately prior to the date
of such termination of employment. The foregoing definition of “Change of
Control” hereby amends and supersedes the definition of “Change of Control”
contained in Section 1.1 of the Employment Agreement.


 


(f)            “Company”
means Euramax International, Inc., a Delaware corporation.


 


(g)           “Company
Group” means, collectively, the Company, its Subsidiaries and their respective
successors and assigns.


 


(h)           “Date
of Termination” means (1) the effective date on which Executive’s
employment by the Company terminates as specified in a prior written notice by
the Company or Executive, as the case may be, to the other, delivered pursuant
to Section 9, or (2) if Executive’s employment by the Company
terminates by reason of death, the date of death of Executive.


 


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(i)            “Existing
Owner Group” means Citigroup Venture Capital Equity Partners, L.P., the current
executive officers of the Company and its Subsidiaries and any combination of
the foregoing and their Affiliates.


 


(j)            “Good
Reason” means the occurrence of any of the following events after a Change of
Control, without Executive’s express written consent:


 


(1)           the
assignment to Executive of any duties or responsibilities inconsistent in any
material respect with Executive’s position(s), duties, responsibilities or
status with the Company or any other member of the Company Group immediately
prior to such Change of Control (including any material diminution of his
duties, responsibilities or authority and including without limitation, the
Executive ceasing to serve as the sole Chief Executive Officer of the Company);


 


(2)           a
reduction in Executive’s rate of annual base salary or annual bonus opportunity
as in effect immediately prior to such Change of Control or failure to promptly
pay him any such compensation;


 


(3)           any
requirement that Executive (i) be based anywhere more than twenty-five
(25) miles from the facility where Executive is located at the time of the
Change of Control or (ii) travel on Company business to an extent that
requires extended, overnight travel which is substantially greater than the
travel obligations of Executive immediately prior to such Change of Control; or


 


(4)           the
failure of the Company or any other member of the Company Group to continue to
make available to Executive a package of benefits including employee benefit
plans, welfare benefits, fringe benefits, vacation and sick pay plans which are
substantially equivalent, in the aggregate, to those plans in which Executive
is participating immediately prior to such Change of Control.


 


Any event or condition described in this Section 1(j)(1) through
(4) which occurs prior to a Change of Control, but was at the request or
suggestion of a Third Party who effectuates a Change of Control, shall
constitute Good Reason following a Change of Control for purposes of this
Agreement notwithstanding that it occurred prior to the Change of Control, and
any termination of employment by Executive for such Good Reason in accordance
with this Agreement after the date hereof, whether prior to or after a Change
of Control, shall be deemed to have occurred during the Termination Period. An
action taken in good faith and which is remedied by the Company within fifteen
(15) Business Days after receipt of notice thereof given by Executive shall not
constitute Good Reason. Executive must provide notice of termination of
employment within ninety (90) calendar days of Executive’s knowledge of an
event constituting Good Reason or such event shall not constitute Good Reason
under this Agreement.


 


(k)           “Nonqualifying
Termination” means a termination of Executive’s employment (1) by the
Company for Cause, (2) by Executive for any reason other than Good


 


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Reason, (3) as a
result of Executive’s death, or (4) by the Company due to Executive’s
Permanent Disability.


 


(l)            “Permanent
Disability” means Executive is unable to perform, in the written opinion of a
medical doctor mutually agreed to by the Company and by the Executive or his
legal representative (and if the Company and Executive are unable to agree upon
a medical doctor, a third doctor selected by the doctor selected by the Company
and the doctor selected by Executive or his legal representative), by reason of
physical or mental incapacity, his duties or obligations under this Agreement,
for a period of one hundred twenty (120) consecutive calendar days or a total
period of two hundred ten (210) calendar days in any three hundred sixty (360)
calendar day period.


 


(m)          “Person”
means an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization, a governmental entity, or any department, agency
or political subdivision thereof, or any other entity.


 


(n)           “Subsidiary”
means, with respect to any Person, any corporation, partnership, association or
other business entity of which (i) if a corporation, a majority of the
total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof, or (ii) if a partnership, association or other
business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination
thereof.  For purposes hereof, a Person
or Persons shall be deemed to have a majority ownership interest in a
partnership, association or other business entity if such Person or Persons
shall be allocated a majority of partnership, association or other business
entity gains or losses or shall be or control the managing director or general
partner of such partnership, association or other business entity.


 


(o)           “Termination
Period” means the period of time beginning with a Change of Control and ending
on the second anniversary of the effective date of such Change of Control.


 


2.             Effect
of Change of Control.  If there is a
Change of Control, as defined in this Agreement, during the term of this
Agreement set forth in Section 6 hereof, (a) the Employment Agreement
shall automatically be amended, without any further action by the parties
hereto, effective upon the Change of Control to delete Sections 2.4(i), 2.5,
2.6 and 2.7 of the Employment Agreement in their entirety and to replace those
Sections with Sections 3, 4 and 14 of this Agreement in lieu thereof, (b) the
defined terms used herein, with the definitions provided herein, will replace
and supersede the defined terms and the corresponding definitions contained in
the Employment Agreement to the extent such terms relate to the subject matter
of this Agreement, (c) the definition of “Nonqualifying Termination”,
contained herein, will define those events upon which Executive will not be
entitled to the payments upon a Change of Control in lieu of any similar
provision contained in the Employment Agreement and (d) the


 


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definition of “Termination
Period”, contained herein, will define the period after a Change of Control in
which Executive is entitled to payments hereunder upon certain terminations of
his employment.


 


3.             Payments
Upon Termination of Employment.  If
during the Termination Period the employment of Executive shall terminate,
other than by reason of a Nonqualifying Termination, and Executive agrees upon
such termination to execute a release, in the same form as attached hereto as Exhibit A,
with respect to all tort and contract claims, as well as claims brought under
all applicable federal, state or local statutes, laws, regulations or ordinances,
then the Company shall pay to Executive (or Executive’s beneficiary or estate)
within thirty (30) calendar days after the Company’s receipt of the signed
release (and upon the expiration of any revocation rights in the release), as
compensation for services rendered to the Company, a lump-sum cash amount equal
to the sum of:


 


(a)           Executive’s
base salary through the Date of Termination and any unpaid bonus for the fiscal
year ending prior to the Date of Termination to the extent not theretofore paid;


 


(b)           A
pro  rata portion of Executive’s annual bonus in an amount at
least equal to: (i) the greater of (A) 60% (or such higher percentage
as shall then be applicable to Executive pursuant to the Euramax Incentive
Bonus Plan (such plan being the “Bonus Plan” and such higher percentage being
the “Higher Percentage”) for the fiscal year in which the Change of Control
occurs) of Executive’s annualized base salary for the fiscal year in which the
Change of Control occurs, and (B) 60% (or such Higher Percentage for the
fiscal year in which the Date of Termination occurs) of Executive’s annualized
base salary for the fiscal year in which Executive’s Date of Termination
occurs, in either case, multiplied by (ii) a fraction, the numerator of
which is the number of calendar days in the fiscal year in which the Date of
Termination occurs through the Date of Termination and the denominator of which
is three hundred sixty-five (365);


 


(c)           Any
accrued vacation pay to the extent not theretofore paid;


 


(d)           Three
times Executive’s annualized rate of base salary in effect 30 days prior to the
Date of Termination (disregarding any change therein which constitutes Good
Reason hereunder); and


 


(e)           Three
times 60% of Executive’s annualized base salary for the fiscal year in which
Executive’s Date of Termination occurs (disregarding any change therein which
constitutes Good Reason hereunder).


 


Any amount paid pursuant to Section 2 shall be in
lieu of any other amount of severance relating to salary or bonus continuation
to be received by Executive upon termination of employment of Executive under
the Employment Agreement or under any severance plan or policy of the Company
during the Termination Period. After the Termination Period, if Executive’s
employment is terminated by the Company without Cause or by the Executive for


 


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Good Reason, the
Executive shall be entitled to receive the greater of (a) all amounts to
which he would be entitled under Section 2.4(e) of his Employment Agreement
and (b) severance amounts in accordance with whatever severance plans and
policies that the Company or the surviving entity after the Change of Control
has in place for similarly situated employees on the Date of Termination,
giving full service credit under all such plans for the period prior to the
Change of Control during which Executive was employed by the Company. Nothing
contained in this Agreement shall in any way reduce or modify the Executive’s
rights and payments under Executive’s Supplemental Executive Retirement Plan
dated April 15, 2003 (the “SERP”) and no payment pursuant to the SERP
shall reduce the benefits hereunder.


 


4.             Certain
Additional Payments and Benefits to be provided by the Company.


 


(a)           Excess
Parachute Payment.  If any payments
to be received by the Executive, including payments under this Agreement,
either alone or in conjunction with any other payments or benefits made
available to the Executive in connection with the termination of the Executive’s
employment or a Change of Control of the Company result in Executive’s
incurring the tax (the “Excise Tax”) imposed by Section 4999 of the
Internal Revenue Code of 1986 (the “Code”) on “excess parachute payments”
within the meaning of Section 280G(b)(l) of the Code, the Company will pay
to Executive an additional amount (the “Gross Up Payment”) necessary to
reimburse Executive on an after-tax basis (including FICA, excise taxes,
interest and penalties) for the Excise Tax. 
In determining the amount of the Gross Up Payment, Executive will be
deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross Up Payment is to be
made and state and local income taxes at the highest marginal rates of taxation
in the state and locality of Executive’s residence on the Date of Termination,
net of the maximum reduction in federal income taxes that could be obtained
from deduction of such state and local taxes.


 


(b)           The
Executive agrees that he will not report any payments received from the Company
following a Change of Control to the IRS as being subject to the Excise Tax;
provided that, if Executive receives and provides to the Company a written
opinion from Executive’s tax counsel or from an accounting firm reasonably
acceptable to the Company that it is reasonably likely that Executive will be
subject to the Excise Tax or a penalty as a result of reporting such payments
on such basis, the Company shall within 30 days after the receipt of such
opinion, either (i) promptly pay the amount of the Excise Tax and the
Gross-Up Payment as provided in Section 4(a) hereof prior to the time
such Excise Tax is due to Executive, which Excise Tax amount Executive
covenants to pay to the IRS within 10 days after Executive’s receipt thereof
from the Company or (ii) provide Executive with an opinion effective as of
the time of Executive’s filing of his return relating to such payments,
addressed to Executive from a tax advisor or counsel reasonably acceptable to
Executive, which provides that there is a reasonable basis as defined in
Treasury Regulation Section 1.6662-3(b)(3) for reporting the payments
received by Executive from the Company following a Change of Control to the IRS
as not being subject to the Excise Tax. 
If the IRS challenges Executive’s position that the payments are not
subject to the Excise Tax, the Company has the right, in its sole discretion
and at its sole expense and with the Executive’s co-operation, to defend that
position and negotiate, dispute or


 


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litigate with the IRS in
whatever forums the Company considers appropriate.  Any Gross-Up Payment will only be made when
such dispute is finally resolved or determined by final non-appealable
authority.


 


(c)           In
addition, for a period of three years following the Date of Termination, the
Company will provide Executive and his qualified beneficiaries, as defined in Section 4980B(g)(1)(A) of
the Internal Revenue Code, continued coverage under all insurance plans of the
Company, including, without limitation, all medical insurance and other health
plans, life insurance and disability insurance plans of the Company (the “Continued
Benefits”) in which Executive or his qualified beneficiaries were a participant
immediately prior to the Date of Termination or successor plans thereto,
subject to the timely payment (inclusive of an extra thirty (30) day grace
period with notice) by Executive of all premiums, contributions and other
co-payments required to be paid during such period by senior executives of the
Company under the terms of such plans in effect from time to time.


 


5.             Withholding
Taxes.  The Company may withhold from
all payments due to Executive (or his beneficiary or estate) hereunder all
taxes which, by applicable federal, state, local or other law, the Company is
required to withhold therefrom.


 


6.             Term
of Agreement.  This Agreement shall
be effective on the date hereof and shall continue in effect until the first
anniversary of the date hereof; provided, however, if on the first anniversary
of the date hereof, the Company or its shareholders are party to a definitive
agreement the consummation of which would result in a Change of Control, the
term of this Agreement shall be automatically extended through the consummation
of such Change of Control or its earlier abandonment or termination. This
Agreement shall continue in effect for a period of twenty-four (24) months
after a Change of Control, if such Change of Control shall have occurred during
the term of this Agreement provided above. 
Notwithstanding anything in this Section 6 to the contrary, this
Agreement shall terminate if Executive or the Company terminates Executive’s
employment prior to a Change of Control, except as provided in the last
paragraph of Section 1(e) or the last paragraph of Section 1(j).


 


7.             Termination
of Agreement.  This Agreement shall
be effective on the date hereof and shall continue until the first to occur of (a) termination
of Executive’s employment with the Company prior to a Change of Control (except
if such termination is pursuant to the last paragraph of Section 1(e) or
the last paragraph of Section 1(j) hereof), (b) a Nonqualifying
Termination, (c) the end of the Termination Period, or (d) expiration
in accordance with Section 6. If this Agreement is terminated or expires
pursuant to this Section 7, the Employment Agreement, except as otherwise
amended in occurrence with the terms of the Employment Agreement, shall remain
in full force and effect and unchanged by this Agreement.


 


8.             Successors:
Binding Agreement.


 


(a)           This
Agreement shall not be terminated by any merger, consolidation, share exchange
or similar form of corporate reorganization of the Company or any such type of
transaction involving the Company or any other member of the Company Group (a “Business


 


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Combination”). In the
event of any Business Combination, the provisions of this Agreement shall be
binding upon the surviving or resulting corporation or the Person to which such
assets are transferred (the “Surviving Company”) and such Surviving Company
shall be treated as the Company hereunder.


 


(b)           This
Agreement shall inure to the benefit of and be enforceable by Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. 
If Executive shall die and, under the terms of this Agreement, any
payment would be required to Executive hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to such Person or Persons appointed in writing by Executive to
receive such amounts or, if no Person is so appointed, to Executive’s estate.


 


9.             Notice.


 


(a)           For
purposes of this Agreement, all notices and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given when delivered or five (5) Business Days after deposit in the United
States mail, certified and return receipt requested, postage prepaid, addressed
as follows:


 


	
  If to the Executive:

  	
  At the last known
  address shown in the Company’s

  
	
   

  	
  personnel records

  
	
   

  	
   

  
	
  If to the Company:

  	
  Euramax
  International, Inc.

  
	
   

  	
  5445 Triangle Parkway

  
	
   

  	
  Suite 350

  
	
   

  	
  Norcross, Georgia 30092

  
	
   

  	
  ATTN: Corporate
  Secretary

  



 


or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.


 


(b)           A
written notice of Executive’s Date of Termination by the Company or Executive,
as the case may be, to the other, shall (1) indicate the specific
termination provision in this Agreement relied upon, (2) to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the
provision so indicated and (3) specify the termination date.  The failure by Executive or the Company to
set forth in such notice any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of Executive or the
Company hereunder or preclude Executive or the Company from asserting such fact
or circumstances in enforcing Executive’s or the Company’s rights hereunder.


 


10.           Full
Settlement.  Payment by the Company
of its obligations hereunder and performance of the Company’s other obligations
hereunder shall be in lieu and in full settlement of all other severance
obligations to Executive under any severance or employment agreement


 


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between the Executive and
any member of the Company Group, excluding any payments to which Executive is
entitled under the Company’s Supplemental Executive Retirement Plan, dated April 15,
2003, the Company’s Supplemental Executive Retirement Plan dated December 31,
2004 and other benefits specifically provided by the Company to Executive
contingent upon a Change of Control, if any, as approved by the Board.  In no event shall Executive be obligated to
seek other employment or take other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not Executive obtains other employment
and shall not be reduced by offset against any amount claimed to be owed by the
Executive to the Company.


 


11.           Governing
Law, Validity.  The interpretation,
construction and performance of this agreement shall be governed by and
construed and enforced in accordance with the internal laws of the state of
Delaware without regard to the principle of conflicts of laws.  The invalidity or unenforceability of any
provision of this agreement shall not affect the validity or enforceability of
any other provision of this agreement, which other provisions shall remain in
full force and effect.


 


12.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.


 


13.           Miscellaneous.  No provision of this Agreement may be
modified or waived unless such modification or waiver is agreed to in writing
and signed by Executive and by a duly authorized officer of the Company.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. 
Failure by Executive or the Company to insist upon strict compliance
with any provision of this Agreement or to assert any right Executive or the
Company may have hereunder shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.  Except as otherwise specifically provided
herein, the rights of, and benefits payable to, Executive, Executive’s estate
or Executive’s beneficiaries pursuant to this Agreement are in addition to any
rights of, or benefits payable to, Executive, Executive’s estate or Executive’s
beneficiaries under any other employee benefit plan or compensation program of
the Company.


 


14.           Confidential
Information.  Executive hereby agrees
that, if there is a Change of Control and Executive’s employment with the
Company is terminated for any reason other than a Nonqualifying Termination
either prior to the Change of Control pursuant to the last paragraph of Section 1(e) or
the last paragraph of Section 1(j) hereof or after the Change of Control
during the Termination Period, Executive agrees that he will not disclose any
Confidential Information of the Company, its Subsidiaries and/or Affiliates
that came into his knowledge during his employment by the Company without the
prior written consent of the Company. “Confidential Information” means any data
or information that the Company treats as confidential, that is


 


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valuable to the Company
and that is not known to the public or to vendors or to competitors of the
Company, its Subsidiaries or Affiliates.


 


15.           Required
Approval.  The obligations of the
Company hereunder are contingent upon approval of this Agreement by more than
75% of the voting power of the Company’s outstanding stock (as determined under
Section 280G(b)(5)(B)(i) of the Internal Revenue Code of 1986, as
amended (the “Code”), and the Treasury Regulations promulgated under Code Section 280G),
which approval the Company shall obtain prior to the execution of a binding
contract for a merger or other transaction which would result in a Change of
Control. The Executive and the Company acknowledge that in seeking such
approval, they will use their best efforts to satisfy the requirements of Code Section 28OG(b)(5)(A)(ii) and
the Treasury Regulations promulgated under Code Section 280G.


 


16.           Scope
of Agreement.  Nothing in this
Agreement shall be deemed to entitle Executive to continued employment with the
Company or its Subsidiaries, and if Executive’s employment with the Company
shall terminate prior to a Change of Control, Executive shall have no further
rights under this Agreement (except if such termination is pursuant to the last
paragraph of Section 1(e) or the last paragraph of Section 1(j)
hereof); provided, however, that any termination of Executive’s
employment during the Termination Period shall be subject to all of the
provisions of this Agreement.


 


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IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by a duly authorized officer of the Company and
Executive has executed this Agreement as of the day and year first above
written.


 


	
  EURAMAX INTERNATIONAL,
  INC.

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  J. David Smith

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


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EXHIBIT A - RELEASE


 


THIS RELEASE (the “Release”) is entered into by and
between [insert name of employer] (the “Company’)
and                           (“Employee”),
a resident of the state and country of
                           .


 


WITNESSETH


 


Employee and the Company are terminating their employment
relationship, effective
           ,
           , and desire
to settle fully and finally all differences between them that may arise out of
or relate to Employee’s employment with the Company and all other claims
Employee has or may have through the Effective Date of this Release; and


 


NOW, THEREFORE, in consideration of this recital, the
agreements, warranties, and representations contained herein and other good and
valuable consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged, the parties to this Release hereby agree as follows:


 


1.             Execution.  Employee represents and warrants that he or
she is competent to enter into this Release, is relying on independent judgment
and the opportunity to seek the advice of legal counsel, and has not been
influenced in making this Release by any representations made by or on behalf
of the Company.


 


2.             Specific
Consideration.  In exchange for the
release provided hereunder and other good and valuable consideration, and upon
the execution of this Release, Employee shall be paid in accordance with that
certain Executive Severance Agreement between Employee and the Company (or the
Company’s predecessor) dated
                 ,
2005 (“Severance Agreement”), which payment includes all amounts, if any, which
are owed to Employee pursuant to any agreement, plan or policy of the Company
arising from a “Change of Control” of the Company, as defined in the Severance
Agreement, if such amount has not been previously paid to Employee.


 


Employee agrees that no further amount is or shall be
due or claimed to be due from the Company and/or from any other person or
entity released in paragraph 3 below except for any post-termination payment
amounts owed to Employee pursuant to employee benefit plans qualified under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pursuant
to the applicable requirements of Part 6 of Subtitle B of Title I of ERISA
and Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”),
or any payments to or rights of Employee hereunder or under the Employee’s
Supplemental Executive Retirement Plan dated April 15, 2003, the Employee’s
Supplemental Executive Retirement Plan dated December 31, 2004, the 1999
Phantom Stock Plan, the Euramax International, Inc. 2003 Equity
Compensation Plan (the “Equity Plan”) (or underlying agreements), the
Restricted Stock Agreement pursuant to the Equity Plan, the Euramax
International, Inc. 2005 Retention Bonus Program or any shareholder
agreement relating to Euramax International, Inc. to which


 





















 


Employee is a party or
any rights Employee may have pursuant to any indemnification provided by
Euramax International, Inc. (such payments or rights set forth in this
paragraph, collectively, the “Surviving Obligations”)


 


3.             Release.  In consideration of the payment provided for
in paragraph 2 above and other good and valuable consideration, the receipt,
adequacy, and sufficiency of which are hereby acknowledged, Employee and his or
her heirs, executors, administrators, agents, assigns, and any other
representative or entity acting on his, her or their behalf; do hereby now and
forever unconditionally release, discharge, acquit and hold harmless the
Company [and Euramax International, Inc. (“Parent”),] and any of their affiliates or related companies,
and any and all of their employees, directors, officers, shareholders, agents,
administrators, assigns, and any other representative or entity acting on their
behalf (collectively the “Released Parties”), from any and all claims, rights,
demands, actions, suits, damages, losses, expenses, liabilities, indebtedness,
and causes of action, of whatever kind or nature that existed from the
beginning of time through the date he or she executes this Release, regardless
of whether known or unknown, and regardless of whether asserted by Employee to
date, other than any rights under the Surviving Obligations.


 


4.             Enforcement.  In the event of a default or breach of this
Release, each party may pursue whatever legal or equitable remedies that may be
available to such party to seek judicial enforcement of this Release, whether
by injunction, specific performance, an action for damages or otherwise.


 


5.             Jurisdiction.  The laws of the State of Delaware shall
govern this Release, unless pre-empted by any applicable federal law.


 


6.             General.  This Release may be signed in counterparts
with the same force and effect as if signed in a single document.  No provision of this Release may be modified
or waived except by a written agreement signed by each of the parties
hereto.  This Release contains the entire
agreement of the parties, and supersedes any and all prior or contemporaneous
understandings, agreements, representations and/or promises, whether oral or written,
which are not expressly set forth herein or expressly referred to herein.


 


7.             OWBPA
Rights.  Employee is advised to seek
legal counsel regarding the terms of this Release.  Employee acknowledges that he or she has
either sought legal counsel or has consciously decided not to seek legal counsel
regarding the terms and effect of this Release. Employee acknowledges that this
Release releases only those claims which exist as of the date he or she
executes this Release.


 


(a)           Employee
acknowledges that he or she make take up to a period of forty-five (45) days
from the date of receipt of this Release within which to consider and sign this
Release, but he or she may also choose to sign and return it earlier.


 


(b)           Employee
acknowledges that he or she will have seven (7) days from the date of
signing this Release to revoke the Release in writing in its entirety (“Revocation
Period”).


 


2





















 


Employee acknowledges
that the Release will not become effective or enforceable until the Revocation
Period has expired.  In the event the
Employee chooses to revoke this Release, within the Revocation Period, he or
she will:


 


(i)            Revoke
the entire Release in a signed writing, delivered to the following person on or
before the seventh (7th) day after he or she executed the Release:


 




	
   

  
	
   

  






 


(ii)           Forfeit
all severance payments rights that are contemplated by this Release.


 


(c)           The
Effective Date of this Release shall be the eighth (8th) day after
the date Employee signs the Release, assuming the Employee has not properly revoked
the Release in writing within the Revocation Period.


 


(d)           Employee
acknowledges receipt, in Schedule 1 attached hereto, of a list of
job titles and ages of all employees of the Company and of all entities
controlled by or under common control with the Company who were selected for
participation in the employment termination program (as such term is entitled
in 29 USC §626(f)(1)(F)(ii)) in which Employee participates and a list of job
titles and ages of all such employees in the same job classification(s) as such
participants but who were not selected for such participation.


 


(e)           Employee
expressly acknowledges that the payments and the other consideration that he or
she is receiving under the Release constitute material consideration for his or
her execution of this Release, and represent valuable consideration to which he
or she would not otherwise be entitled.


 


3





















 


IN WITNESS WHEREOF, the
undersigned have executed this Release on the date set forth below.


 


	
   

  	
  EMPLOYEE:

  
	
  Subscribed before me
  this the

  	
   

  
	
           day
  of                   ,
           

  	
   

  	
   

  
	
   

  	
  Signature of Employee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
  Printed Name of
  Employee

  
	
   

  	
   

  
	
  My commission expires:

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Insert Name of Employer]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
									



 


4





















 




	
   

  	
  Schedule 1

  	
   

  
	
   

  
	
   

  	
  Participants

  	
   

  
	
   

  
	
  Job Title

  	
   

  	
  Ages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					






 


 




	
   

  	
  Non Participants

  	
   

  
	
   

  
	
  Job Title

  	
   

  	
  Ages

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					






 


5