**Exhibit10.27**

 

**EXHIBIT B**

 

**EXECUTIVESEVERANCE AGREEMENT**

 

THIS AGREEMENT is enteredinto this            dayof                  ,2005 by and between Euramax International, Inc., a Delaware corporation,and                         (“Executive”).

 

WITNESSETH

 

WHEREAS, the Companyconsiders the establishment and maintenance of a sound and vital management tobe essential to protecting and enhancing the best interests of the Company andits stockholders; and

 

WHEREAS, Executivecurrently serves as an officer of the Company or a Subsidiary thereof and theCompany recognizes that the possibility of a Change of Control may arise andthat such possibility, and the uncertainty and questions which it may raiseamong management, may result in the departure or distraction of managementpersonnel to the detriment of the Company and its stockholders; and

 

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

 

WHEREAS, the Board hasauthorized the Company to enter into this Agreement.

 

NOW, THEREFORE, for andin consideration of the premises and the mutual covenants and agreements hereincontained, the Company and Executive hereby agree as follows:

 

1.             Definitions:  As used in this Agreement, the followingterms 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 undercommon control with, such Person including, without limitation, any employee ofsuch Person.  The term “control” meansthe possession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of a Person, whether through theownership of voting securities or other ownership interests, by contract orotherwise, and the terms “controlled” and “controlling” have meaningscorrelative thereto.

 

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

 

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

 

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(d)           “Cause”means (i) conviction of the Executive for a felony, a crime involvingmoral turpitude (excluding in each case vehicular offenses) or other act orwillful omission involving dishonesty or fraud with respect to any member ofthe Company Group, in each case, which causes material harm to the standing andreputation of any member of the Company Group and after written notice toExecutive or (ii) other than by reason of death, Permanent Disability ortermination of employment by Executive based on the occurrence of an eventconstituting Good Reason, Executive’s continued failure to perform his duties(consistent with those duties previously performed by Executive in his capacityas an executive officer of the Company and those of an executive officer in an organizationof similar size and structure as the Company) to the Company and/or deliberatefailure or deliberate refusal by Executive to comply with a reasonable writtendirective of the Board or the Chief Executive Officer of the Company which isconsistent with the method and manner of conducting the business of the Companyas it is now being conducted, after written notice and, if susceptible toremedy or cure is not cured or remedied and continues for fifteen (15) BusinessDays after the Board has given written notice to the Executive specifying inreasonable detail the manner in which Executive has continued to fail toperform his duties or refused to comply with such reasonable directive andafter the Executive has been afforded an opportunity to be heard by the Boardin respect thereto.  The Company mustnotify Executive of any event constituting Cause within ninety (90) calendardays following the Company’s knowledge of its existence or such event shall notconstitute Cause under this Agreement.

 

(e)           “Changeof Control” means, in a single transaction or a series of related transactions,the consummation within the term of this Agreement set forth in Section 5hereof, of any of the following:

 

(1) amajority of the outstanding voting power of the Company shall have beenacquired or otherwise become beneficially owned by any Person (other than theExisting Owner Group, Company, any other member of the Company Group, or anyAffiliate of any member of the Company Group) or any two or more Persons actingas a partnership, limited partnership, syndicate or other group, entity orassociation acting in concert for the purpose of voting, acquiring, holding ordisposing 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 theCompany Group or (ii) a merger or consolidation in which the holders ofCompany Voting Securities immediately prior to the merger as a class holdimmediately after the merger at least a majority of all outstanding votingpower of the surviving or resulting corporation or its parent; or

 

(B) a statutory exchange of shares of one or more classes or series of outstandingCompany Voting Securities for cash, securities or other property, other than anexchange in which the holders of Company Voting Securities immediately prior tothe exchange as a class hold immediately after the exchange

 

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at least a majority ofall outstanding voting power of the entity with which the Company VotingSecurities are being exchanged; or

 

(C) the sale or other disposition of more than 80% of the consolidated assets ofthe Company and its Subsidiaries (based on the net book value of theconsolidated assets of the Company and its Subsidiaries in the most recentaudited financial statements of the Company), in one transaction or a series oftransactions, other than a sale or disposition in which the holders of CompanyVoting Securities immediately prior to the sale or disposition as a class holdimmediately after the sale or disposition at least a majority of alloutstanding voting power of the entity to which such assets of the Company arebeing sold.

 

Notwithstanding anythingin this Agreement to the contrary, if Executive’s employment is terminatedprior to a Change of Control, and Executive reasonably demonstrates that suchtermination was at the request or suggestion of a third party who has indicatedan 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 deemedto have occurred and the date of a Change of Control shall mean the dateimmediately prior to the date of such termination of employment.

 

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

 

(g)           “CompanyGroup” means, collectively, the Company, its Subsidiaries and their respectivesuccessors and assigns.

 

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

 

(i)            “ExistingOwner Group” means Citigroup Venture Capital Equity Partners, L.P., the currentexecutive officers of the Company and its Subsidiaries****andany combination of the foregoing and their Affiliates.

 

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

 

(1)           theassignment to Executive of any duties or responsibilities inconsistent in anymaterial respect with Executive’s position(s), duties, responsibilities orstatus with the Company or any other member of the Company Group immediatelyprior to such Change of Control (including any material diminution of hisduties, responsibilities or authority and including without limitation, theExecutive ceasing to serves as the sole [*Lewis: Executive VicePresident and Corporate Business Development Director*] [*Vansant: Chief Financial Officer*] of the Company);

 

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(2)           areduction in Executive’s rate of annual base salary or annual bonus opportunityas in effect immediately prior to such Change of Control or failure to promptlypay him any such compensation;

 

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

 

(4)           thefailure of the Company or any other member of the Company Group to continue tomake available to Executive a package of benefits including employee benefitplans, welfare benefits, fringe benefits, vacation and sick pay plans which aresubstantially equivalent, in the aggregate, to those plans in which Executiveis participating immediately prior to such Change of Control.

 

Any event or conditiondescribed in this Section 1(j)(1) through (4) which occurs priorto a Change of Control, but was at the request or suggestion of a Third Partywho effectuates a Change of Control, shall constitute Good Reason following aChange of Control for purposes of this Agreement notwithstanding that itoccurred prior to the Change of Control, and any termination of employment byExecutive for such Good Reason in accordance with this Agreement after the datehereof, whether prior to or after a Change of Control, shall be deemed to haveoccurred during the Termination Period. An action taken in good faith and which is remedied by the Company withinfifteen (15) Business Days after receipt of notice thereof given by Executiveshall 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 GoodReason or such event shall not constitute Good Reason under this Agreement.

 

(k)           “NonqualifyingTermination” means a termination of Executive’s employment (1) by theCompany 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 toExecutive’s Permanent Disability.

 

(l)            “PermanentDisability” means Executive is unable to perform, in the written opinion of amedical doctor mutually agreed to by the Company and by the Executive or hislegal representative (and if the Company and Executive are unable to agree upona medical doctor, a third doctor selected by the doctor selected by the Companyand the doctor selected by Executive or his legal representative), by reason ofphysical or mental incapacity, his duties or obligations under this Agreement,for a period of one hundred twenty (120) consecutive calendar days or a totalperiod 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 jointstock company, a limited liability company, a trust, a joint venture, anunincorporated organization, a governmental entity, or any department, agencyor political subdivision thereof, or any other entity.

 

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(n)           “Subsidiary”means, with respect to any Person, any corporation, partnership, association orother business entity of which (i) if a corporation, a majority of thetotal voting power of shares of stock entitled (without regard to theoccurrence of any contingency) to vote in the election of directors, managersor 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 acombination thereof, or (ii) if a partnership, association or otherbusiness entity, a majority of the partnership or other similar ownershipinterest thereof is at the time owned or controlled, directly or indirectly, byany Person or one or more Subsidiaries of that Person or a combinationthereof.  For purposes hereof, a Personor Persons shall be deemed to have a majority ownership interest in apartnership, association or other business entity if such Person or Personsshall be allocated a majority of partnership, association or other businessentity gains or losses or shall be or control the managing director or generalpartner of such partnership, association or other business entity.

 

(o)           “TerminationPeriod” means the period of time beginning with a Change of Control and endingon the second anniversary of the effective date of such Change of Control.

 

2.             PaymentsUpon Termination of Employment.If during the Termination Periodthe employment of Executive shall terminate, other than by reason of aNonqualifying Termination, and Executive agrees upon such termination toexecute 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 underall applicable federal, state or local statutes, laws, regulations orordinances, then the Company shall pay to Executive (or Executive’s beneficiaryor estate) within thirty (30) calendar days after the Company’s receipt of thesigned release (and upon the expiration of any revocation rights in therelease), as compensation for services rendered to the Company, a lump-sum cashamount equal to the sum of:

 

(a)           Executive’sbase salary through the Date of Termination and any unpaid bonus for the fiscalyear ending prior to the Date of Termination to the extent not theretoforepaid;

 

(b)           Apro rata portion of Executive’s annual bonus in an amount at least equalto:  (i) the greater of (A) 50%(or such higher percentage as shall then be applicable to Executive pursuant tothe Euramax Incentive Bonus Plan (such plan being the “Bonus Plan” and suchhigher percentage being the “Higher Percentage”) for the fiscal year in whichthe Change of Control occurs) of Executive’s annualized base salary for thefiscal year in which the Change of Control occurs, and (B) 50% (or suchHigher 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’sDate 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 inwhich the Date of Termination occurs through the Date of Termination and thedenominator of which is three hundred sixty-five (365);

 

(c)           Anyaccrued vacation pay  to the extent nottheretofore paid;

 

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(d)           Threetimes Executive’s annualized rate of base salary in effect 30 days prior to theDate of Termination (disregarding any change therein which constitutes GoodReason hereunder); and

 

(e)           Threetimes 50% of Executive’s annualized base salary for the fiscal year in whichExecutive’s Date of Termination occurs (disregarding any change therein whichconstitutes Good Reason hereunder).

 

Any amount paid pursuantto Section 2 shall be in lieu of any other amount of severance relating tosalary or bonus continuation to be received by Executive upon termination ofemployment of Executive under any severance plan or policy of the Companyduring the Termination Period.  After theTermination Period, if Executive’s employment is terminated by the Companywithout Cause or by the Executive for Good Reason, the Executive shall beentitled to receive severance in accordance with whatever severance plans andpolicies that the Company or the surviving entity after the Change of Controlhas in place for similarly situated employees on the Date of Termination,giving full service credit under all such plans for the period prior to theChange of Control during which Executive was employed by the Company.

 

3.             CertainAdditional Payments by the Company.

 

(a)           ExcessParachute Payment.    If any payments to be received by theExecutive, including payments under this Agreement, either alone or inconjunction with any other payments or benefits made available to the Executivein connection with the termination of the Executive’s employment or a Change ofControl 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) ofthe Code, the Company will pay to Executive an additional amount (the “Gross UpPayment”) necessary to reimburse Executive on an after-tax basis (includingFICA, excise taxes, interest and penalties) for the Excise Tax.  In determining the amount of the Gross UpPayment, Executive will be deemed to pay federal income taxes at the highestmarginal rate of federal income taxation in the calendar year in which theGross Up Payment is to be made and state and local income taxes at the highestmarginal rates of taxation in the state and locality of Executive’s residenceon the Date of Termination, net of the maximum reduction in federal incometaxes that could be obtained from deduction of such state and local taxes.

 

(b)           TheExecutive agrees that he will not report any payments received from the Companyfollowing 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 writtenopinion from Executive’s tax counsel or from an accounting firm reasonablyacceptable to the Company that it is reasonably likely that Executive will besubject to the Excise Tax or a penalty as a result of reporting such paymentson such basis, the Company shall within 30 days after the receipt of suchopinion, either (i) promptly pay the amount of the Excise Tax and theGross-Up Payment as provided in Section 3(a) hereof prior to the timesuch Excise Tax is due to Executive, which Excise Tax amount Executivecovenants to pay to the IRS within 10 days after Executive’s receipt thereoffrom the Company or (ii) provide Executive with an opinion effective as ofthe time of Executive’s filing of his return relating to such payments,addressed to Executive from a

 

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tax advisor or counselreasonably acceptable to Executive, which provides that there is a reasonablebasis as defined in Treasury Regulation Section 1.6662-3(b)(3) forreporting the payments received by Executive from the Company following aChange of Control to the IRS as not being subject to the Excise Tax.  If the IRS challenges Executive’s positionthat 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’sco-operation, to defend that position and negotiate, dispute or litigate withthe IRS in whatever forums the Company considers appropriate.  Any Gross-Up Payment will only be made whensuch dispute is finally resolved or determined by final non-appealableauthority.

 

4.             WithholdingTaxes.  The Company may withhold fromall payments due to Executive (or his beneficiary or estate) hereunder alltaxes which, by applicable federal, state, local or other law, the Company isrequired to withhold therefrom.

 

5.             Termof Agreement.  This Agreement shallbe effective on the date hereof and shall continue in effect until the firstanniversary of the date hereof; provided, however, if on the first anniversaryof the date hereof, the Company or its shareholders are party to a definitiveagreement the consummation of which would result in a Change of Control, theterm of this Agreement shall be automatically extended through the consummationof such Change of Control or its earlier abandonment or termination.  This Agreement shall continue in effect for aperiod of twenty-four (24) months after a Change of Control, if such Change ofControl shall have occurred during the term of this Agreement provided above.  Notwithstanding anything in this Section 5to the contrary, this Agreement shall terminate if Executive or the Companyterminates Executive’s employment prior to a Change of Control, except asprovided in the last paragraph of Section 1(e) or the last paragraphof Section 1(j).

 

6.             Terminationof Agreement.  This Agreement shallbe effective on the date hereof and shall continue until the first to occur of (a) terminationof Executive’s employment with the Company prior to a Change of Control (exceptif such termination is pursuant to the last paragraph of Section 1(e) orthe last paragraph of Section 1(j) hereof), (b) a NonqualifyingTermination, (c) the end of the Termination Period, or (d) expirationin accordance with Section 5.

 

7.             Scopeof Agreement.  Nothing in thisAgreement shall be deemed to entitle Executive to continued employment with theCompany or its Subsidiaries, and if Executive’s employment with the Companyshall terminate prior to a Change of Control, Executive shall have no furtherrights under this Agreement (except if such termination is pursuant to the lastparagraph of Section 1(e) or the last paragraph of Section 1(j)hereof)); provided, however, that any termination of Executive’semployment during the Termination Period shall be subject to all of theprovisions of this Agreement.

 

8.             Successors;Binding Agreement.

 

(a)           ThisAgreement shall not be terminated by any merger, consolidation, share exchangeor similar form of corporate reorganization of the Company or any such type oftransaction 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, theprovisions of this Agreement shall be binding upon the surviving or resultingcorporation or the Person to which such assets are transferred (the “SurvivingCompany”) and such Surviving Company shall be treated as the Company hereunder.

 

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

 

9.             Notice.

 

(a)           Forpurposes of this Agreement, all notices and other communications required orpermitted hereunder shall be in writing and shall be deemed to have been dulygiven when delivered or five (5) Business Days after deposit in the UnitedStates mail, certified and return receipt requested, postage prepaid, addressedas 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 addressas either party may have furnished to the other in writing in accordanceherewith, except that notices of change of address shall be effective only uponreceipt.

 

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

 

10.           FullSettlement. Payment by the Company of its obligations hereunder andperformance of the Company’s other obligations hereunder shall be in lieu andin full settlement of all other severance obligations to Executive under anyseverance or employment agreement between the Executive and any member of theCompany Group, excluding other benefits

 

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specifically provided bythe Company to Executive contingent upon a Change of Control, if any, asapproved by the Board and any payments to which Executive is entitled under theCompany’s Supplemental Executive Retirement Plan.  In no event shall Executive be obligated toseek other employment or take other action by way of mitigation of the amountspayable to Executive under any of the provisions of this Agreement and suchamounts shall not be reduced whether or not Executive obtains other employmentand shall not be reduced by offset against any amount claimed to be owed by theExecutive to the Company.

 

11.           GoverningLaw, Validity.  The interpretation,construction and performance of this agreement shall be governed by andconstrued and enforced in accordance with the internal laws of the state ofDelaware without regard to the principle of conflicts of laws.  The invalidity or unenforceability of anyprovision of this agreement shall not affect the validity or enforeceability ofany other provision of this agreement, which other provisions shall remain infull force and effect.

 

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

 

13.           Miscellaneous.  No provision of this Agreement may bemodified or waived unless such modification or waiver is agreed to in writingand signed by Executive and by a duly authorized officer of the Company.  No waiver by either party hereto at any timeof any breach by the other party hereto of, or compliance with, any conditionor provision of this Agreement to be performed by such other party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliancewith any provision of this Agreement or to assert any right Executive or theCompany may have hereunder shall not be deemed to be a waiver of such provisionor right or any other provision or right of this Agreement.  Except as otherwise specifically providedherein, the rights of, and benefits payable to, Executive, Executive’s estateor Executive’s beneficiaries pursuant to this Agreement are in addition to anyrights of, or benefits payable to, Executive, Executive’s estate or Executive’sbeneficiaries under any other employee benefit plan or compensation program ofthe Company.

 

14.           ConfidentialInformation.  Executive hereby agreesthat, if there is a Change of Control and Executive’s employment with theCompany is terminated for any reason other than a Nonqualifying Terminationeither prior to the Change of Control pursuant to the last paragraph of Section 1(e) orthe last paragraph of Section 1(j) hereof or after the Change of Controlduring the Termination Period, Executive agrees that he will not disclose anyConfidential Information of the Company, its Subsidiaries and/or Affiliatesthat came into his knowledge during his employment by the Company without theprior written consent of the Company.  “ConfidentialInformation” means any data or information that the Company treats asconfidential, that is valuable to the Company and that is not known to thepublic or to vendors or to competitors of the Company, its Subsidiaries orAffiliates.

 

15.           RequiredApproval.  The obligations of theCompany hereunder are contingent upon approval of this Agreement by more than75% of the voting power of the Company’s

 

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outstanding stock (asdetermined under Section 280G(b)(5)(B)(i) of the Internal RevenueCode of 1986, as amended (the “Code”), and the Treasury Regulations promulgatedunder Code Section 280G), which approval the Company shall obtain prior tothe execution of a binding contract for a merger or other transaction whichwould result in a Change of Control.. The Executive and the Company acknowledgethat in seeking such approval, they will use their best efforts to satisfy therequirements of Code Section 280G(b)(5)(A)(ii) and the TreasuryRegulations promulgated under Code Section 280G.

 

IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed by a duly authorized officerof the Company and Executive has executed this Agreement as of the day and yearfirst 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 theCompany are terminating their employment relationship, effective         ,        , and desire to settle fullyand finally all differences between them that may arise out of or relate toEmployee’s employment with the Company and all other claims Employee has or mayhave through the Effective Date of this Release; and

 

NOW, THEREFORE, inconsideration of this recital, the agreements, warranties, and representationscontained herein and other good and valuable consideration, the receipt, adequacyand sufficiency of which is hereby acknowledged, the parties to this Releasehereby agree as follows:

 

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

 

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

 

Employee agreesthat no further amount is or shall be due or claimed to be due from the Companyand/or from any other person or entity released in paragraph 3 below except forany post-termination payment amounts owed to Employee pursuant to employeebenefit plans qualified under the Employee Retirement Income Security Act of1974, as amended (“ERISA”), or pursuant to the applicable requirements of Part 6of Subtitle B of Title I of ERISA and Section 4980B of the InternalRevenue Code of 1986, as amended (“COBRA”), or any payments to or rights ofEmployee hereunder or under the Employee’s Supplemental Executive RetirementPlan dated April 15, 2003, the 1999 Phantom Stock Plan, the EuramaxInternational, Inc. 2003 Equity Compensation Plan (the “Equity Plan”) (orunderlying agreements), the Restricted Stock Agreement pursuant to the EquityPlan, the Euramax International, Inc. 2005 Retention Bonus Program or anyshareholder agreement relating to Euramax International, Inc. to which Employeeis a party, or any rights Employee may have pursuant to any indemnificationprovided by Euramax International, Inc. (such payments or rights set forthin this paragraph collectively the “Surviving Obligations”).

 

3.             Release. In consideration of the payment provided for in paragraph 2 above andother good and valuable consideration, the receipt, adequacy, and sufficiencyof which are hereby acknowledged, Employee and his or her heirs, executors,administrators, agents, assigns, and any other representative or entity actingon his, her or their behalf, do hereby now and forever unconditionally release,discharge, acquit and hold harmless the Company **[and EuramaxInternational, Inc. (“Parent”),]** and any of their affiliates orrelated companies, and any and all of their employees, directors, officers,shareholders, agents, administrators, assigns, and any other representative orentity acting on their behalf (collectively the “Released Parties”), from anyand all claims, rights, demands, actions, suits, damages, losses, expenses,liabilities, indebtedness, and

 

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causes of action, ofwhatever kind or nature that existed from the beginning of time through thedate he or she executes this Release, regardless of whether known or unknown,and regardless of whether asserted by Employee to date, other than any rightsunder the Surviving Obligations.

 

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

 

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

 

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

 

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

 

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

 

(b)           Employeeacknowledges that he or she will have seven (7) days from the date ofsigning this Release to revoke the Release in writing in its entirety (“RevocationPeriod”).  Employee acknowledges that theRelease will not become effective or enforceable until the Revocation Periodhas expired.  In the event the Employeechooses to revoke this Release, within the Revocation Period, he or she will:

 

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

 

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

 

(c)           TheEffective Date of this Release shall be the eight (8th) day afterthe date Employee signs the Release, assuming the Employee has not properlyrevoked the Release in writing within the Revocation Period.

 

(d)           Employeeacknowledges receipt, in Schedule 1 attached hereto, of a list ofjob titles and ages of all the employees of the Company and of all entitiescontrolled by or under common control with the Company who were selected forparticipation in the employment

 

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termination program (assuch term is entitled in 29 USC §626(f)(1)(F)(ii)) in which Employeeparticipates and a list of job titles and ages of all such employees in thesame job classification(s) as such participants but who were not selected forsuch participation.

 

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

 

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**INWITNESS WHEREOF**, the undersigned have executed this Releaseon 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

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