Exhibit
10.9


 


Execution Copy


 


 


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 to
[                    ]
(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”), [                    ]
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 on January 2, 2008.  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 immediately prior to the effectiveness 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
effective as of the Closing (as defined in the Stock Purchase Agreement)
without further action required on the part 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 the Proposed Treasury Regulations promulgated under Code Section
280G).


13.           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.


14.           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.


15.           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.


 


 


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16.           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.


 


 


	
   

  	
  [NAME OF GRANTEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:  April
  15, 2003

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EURAMAX
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:  April
  15, 2003

  	
  By:

  	
   

  



 


 


[Attach Copy of Plan]


 


 


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