Exhibit 10.6


 


RESTRICTED STOCK AGREEMENT


for the


Euramax International, Inc. 2003 equity
compensation Plan


 


1.             Grant
of Restricted Stock.  Subject to the
restrictions contained in this agreement (the “Agreement”), and in the Euramax
International, Inc. 2003 Equity Compensation Plan (the “Plan”), Euramax
International, Inc. (the “Company”) hereby grants J. David Smith (the
“Grantee”), effective on the Closing Date (as defined in the Stock Purchase
Agreement, dated the date hereof, by and among Citigroup Venture Capital Equity
Partners, L.P. and affiliates, the Company and the stockholders of the Company
named therein (the “Stock Purchase Agreement”)) (the “Grant Date”), 3,380.60
shares of Class A Common Stock (“Restricted Stock”).  All capitalized terms not defined in this Agreement shall have
the meaning set forth in the Plan unless the context clearly requires an
alternative meaning.  


 


2.             Restriction
Period.  Provided that Grantee has
not voluntary terminated his or her employment with the Company, Grantee shall
vest one hundred percent of the Award five years from the date of this
Agreement.  Immediately prior to a
Change of Control or a Public Offering, all unvested shares of Restricted Stock
shall immediately vest and the Restriction Period with respect to such shares
shall be accelerated as of the date of the Change of Control or the Public
Offering.


 


3.             Termination
of Employment.  If the Grantee
voluntary terminates his or her employment, the Grantee will forfeit any
unvested shares of Restricted Stock.  If
the Grantee’s employment is terminated for any reason, including death or
Disability, other than the voluntary termination of the Grantee, all unvested
shares of Restricted Stock shall immediately vest and the Restriction Period
with respect to such shares shall be accelerated as of the date of the
Grantee’s death, Disability or other non-voluntary termination. 


 


4.             Non-Transferability
of Award.  The Grantee may not
transfer any unvested shares of Restricted Stock acquired pursuant to this
Award except by will or the laws of descent and distribution.  Following any such transfer, the terms of
the grant shall remain the same except that the transferee shall be considered
the Grantee.  The transferability of
such shares shall also be limited by the Securities Holders Agreement.  A Grantee wishing to sell, encumber or
otherwise dispose of vested shares of Class A Common Stock (or shares of Common
Stock into which such shares of Class A Common Stock have been converted) may
transfer such shares only as permitted by the terms of the Securities Holders
Agreement.


 


5.             Right
to Receive Dividends.  The Grantee
will have the right to receive any dividends or other distributions paid on
unvested shares of Restricted Stock.


 


6.             Securities
Holders Agreement.  Grantee acknowledges
and agrees that he is subject to the provisions of the Securities Holders
Agreement with respect to the Restricted Stock granted herein.  


 

















 


7.             Withholding.  The Company’s obligation to deliver the
certificate(s) representing the shares of Restricted Stock shall be subject to
the satisfaction of applicable federal, state and local tax withholding
requirements.  Grantee may either tender
cash payment to the Company in an amount equal to the required withholding or
authorize the Company to withhold shares otherwise issuable to Grantee with a
Fair Market Value equal to the required withholding.


 


8.             Amendments.  The Committee may from time to time amend
the terms of this Agreement to the extent it deems appropriate to carry out the
terms and provisions of the Plan; provided that any amendment adverse to the
Grantee shall be effective only if consented to by the Grantee in writing. 


 


9.             Interpretation
of Agreement and Plan.  The
Committee shall have sole power to interpret and construe any provisions of
this Agreement or the Plan.  Any such
interpretation or construction made by the Committee shall be final and binding
on all parties.  In the event of any
differences between the provisions of this Agreement and the terms of the Plan,
the terms of the Plan will control.  A
copy of the most recent version of the Plan is attached hereto.


 


10.           Grant
Not to Affect Employment.  The
shares of Restricted Stock granted hereunder shall not confer upon Grantee any
right to continue in the employment of the Company.  


 


11.           Effective
Time.  This Agreement shall be
deemed effective as of the Closing without further action required on the party
of any party hereto.  If the Closing
does not occur and the Stock Purchase Agreement is terminated, this Agreement
shall have no force or effect and shall be deemed void ab initio.


 


12.           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 Proposed Treasury Regulation promulgated under Code Section 280G).


 


13.           Certain
Additional Payments by the Company.


 


a.             Excess
Parachute Payment.  If the payments
under this Agreement either alone or in conjunction with any other payments or
benefits made available to the Grantee by the Company or an Affiliate (as
defined in the Plan) following a Change of Control (as defined in the Plan) of
the Company result in the Grantee’s incurring the tax (the “Excise Tax”)
imposed by Section 4999 of the Code on “excess parachute payments” within the
meaning of Section 280G(b)(1) of the Code, the Company will pay to Grantee an
additional amount (the “Gross Up Payment”) necessary to reimburse Grantee 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, Grantee 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


 


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Grantee’s residence in that
same calendar year, net of the maximum reduction in federal income taxes that
could be obtained from deduction of such state and local taxes.


 


b.             The
Grantee agrees that he will not report any payments received from the Company
following a Change of Control to the Internal Revenue Service (“IRS”) as being
subject to the Excise Tax; provided that, if Grantee receives and provides to
the Company a written opinion from Grantee’s tax counsel or from an accounting
firm reasonably acceptable to the Company that it is substantially likely that
Grantee will be subject to a penalty unless he reports such payments as subject
to the Excise Tax, the Company shall within 30 days after the receipt of such
an opinion, either (i) promptly pay the amount of the Excise Tax and the Gross
Up Payment as provided in Section 13(a) hereof prior to the time such Excise
Tax is due to Grantee, which Excise Tax amount Grantee covenants to pay to the
IRS within 10 days after Grantee’s receipt thereof from the Company, or (ii)
provide Grantee with an opinion effective as of the time of Grantee’s filing of
his return relating to such payments, addressed to Grantee from a tax advisor
or counsel reasonably acceptable to Grantee, 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 Grantee from the Company following a Change
of Control to the IRS as not being subject to the Excise Tax.  If the IRS challenges Grantee’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 Grantee’s
co-operation, to defend that position and negotiate, dispute or litigate with
the IRS in whatever forums the Company desires appropriate.  Any Gross Up Payment will only be made when
such dispute is finally resolved or determined by final non-appealable
authority.


 


14.           Miscellaneous.  The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.  


 


15.           Securities
Laws.  The Committee may from time
to time impose any conditions on the shares of Restricted Stock as it deems
necessary or advisable to ensure that all rights granted under the Plan satisfy
the requirements of applicable securities laws.  


 


16.           Entire
Agreement.  This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof.  This Agreement
supersedes all prior discussions, negotiations, understandings, commitments and
agreements with respect to such matters.


 


17.           Governing
Law.  To the extent not preempted by
federal law, this Agreement shall be governed by and construed in accordance
with the laws of State of Delaware.


 


[Signature page continues on following page]


 


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  J. DAVID SMITH

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  April 15, 2003

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EURAMAX
  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  April 15, 2003

  	
   

  	
  By:

  	
   

  	
   

  



 


 


[Attach Copy of Plan]


 


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