Exhibit
10.27


 


EXHIBIT B


 


EXECUTIVE
SEVERANCE AGREEMENT


 


THIS AGREEMENT is entered
into this            day
of                  ,
2005 by and between Euramax International, Inc., a Delaware corporation,
and                         (“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 an officer of the Company or a Subsidiary thereof and 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 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 5
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


 


(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


 


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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.


 


(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.


 


(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 serves as the sole [Lewis: Executive Vice
President and Corporate Business Development Director] [Vansant: Chief Financial Officer] of the Company);


 


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(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 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 one hundred fifty (150) 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.


 


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(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.             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) 50%
(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) 50% (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;


 


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(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 50% 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 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 Good Reason, the Executive shall be
entitled to receive severance 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.


 


3.             Certain
Additional Payments 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)(1) 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 3(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


 


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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 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.


 


4.             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.


 


5.             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 5
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).


 


6.             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 5.


 


7.             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.


 


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 between the Executive and any member of the
Company Group, excluding other benefits


 


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specifically provided by
the Company to Executive contingent upon a Change of Control, if any, as
approved by the Board and any payments to which Executive is entitled under the
Company’s Supplemental Executive Retirement Plan.  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 enforeceability 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 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


 


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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 280G(b)(5)(A)(ii) and the Treasury
Regulations promulgated under Code Section 280G.


 


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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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”), or 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 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”).  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 eight (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 the 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


 


2





















 


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