Exhibit
10.5


 


Execution Copy


 


EURAMAX INTERNATIONAL, INC.


 


2003 EQUITY COMPENSATION PLAN


 


1.             Purpose of the Plan


 


The purpose of the
Plan is to assist the Company in attracting and retaining valued employees by
offering them a greater stake in the Company’s success and a closer identity
with it, and to encourage ownership of the Company’s stock by such employees.


 


2.             Definitions


 


2.1           “Act” means the Securities Exchange
Act of 1934, as amended.


 


2.2           “Affiliate” means with respect to any
person or entity, any other person or entity directly or indirectly
controlling, controlled by or under common control with such person or entity.


 


2.3           “Award” means an award of Options or
Restricted Stock or any combination thereof.


 


2.4           “Award Share” means any share of
Common Stock purchased upon the exercise of an Option or issued pursuant to an
Award of Restricted Stock.


 


2.5           “Board” means the Board of Directors
of the Company.


 


2.6           “Cause” means:


 


(a)           conviction of, pleading guilty to, or
confessing to any felony;


 


(b)           the Optionee’s act or acts amounting
to moral turpitude which are materially detrimental to the Company;


 


(c)           the Optionee’s fraud or embezzlement
of funds or property of the Company or any Subsidiary;


 


(d)           chronic drug or alcohol abuse causing
the Company or any Subsidiary substantial public disgrace or disrepute or
economic harm; or


 

















 


(e)           the Optionee’s substantial and
repeated failure to perform duties as reasonably directed by the Board


 


and when such failure or act set forth in the preceding subparagraphs
(a) through (e) is capable of remedy, such failure or act is not remedied
within fifteen business days after written notice of such failure is given to
the Employee by the Company.  For
purposes of this Section, a resignation by the Optionee in anticipation of
termination for Cause shall constitute a termination for Cause.  For these purposes, the Company shall
determine in its sole and absolute discretion whether the Optionee’s
termination of employment was the termination for Cause and the effective date
of voluntary termination for Cause.


 


2.7           “Change of Control” shall mean,
following the effective date of this Plan, the occurrence of any of the
following events:


 


(a)           the acquisition in one or more
transactions by any “Person” (as such term is used for purposes of Section
13(d) or Section 14(d) of the Act) but excluding, for this purpose, the Company
or its Subsidiaries, any employee benefit plan of the Company or its
Subsidiaries or any stockholder on the date hereof owning 5% of the Common
Stock or any Affiliate of such stockholder, of “Beneficial Ownership” (within
the meaning of Rule 13d-3 under the Act) of fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding voting securities (the
“Voting Securities”);


 


(b)           the individuals who, as of the
effective date of the Plan, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that if the election, or nomination for election by the Company’s stockholders,
of any new director was approved by a vote of at least a majority of the
Incumbent Board, such new director shall be considered as a member of the
Incumbent Board, and provided further that any reductions in the size of the
Board that are instituted voluntarily by the Incumbent Board shall not
constitute a Change of Control, and after any such reduction the “Incumbent
Board” shall mean the Board as so reduced;


 


(c)           a merger or consolidation involving
the Company if the stockholders of the Company or their Affiliates, immediately
before such merger or consolidation, do not own, directly or indirectly,
immediately following such merger or consolidation, more than fifty percent
(50%)  of
the combined voting power of the outstanding Voting Securities of the
corporation resulting from such merger or consolidation;


 


(d)           a complete liquidation or dissolution
of the Company or a sale or other disposition of all or substantially all of
the assets of the Company; or


 


(e)           acceptance by stockholders of the Company
or their Affiliates of shares in a share exchange if the stockholders of the
Company, immediately before such share exchange, do not own, directly or
indirectly, immediately following such share exchange, more


 


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than fifty percent (50%) of the combined voting power of the
outstanding Voting Securities of the corporation resulting from such share
exchange.


 


2.8           “Code” means the Internal Revenue
Code of 1986, as amended.


 


2.9           “Committee” means the committee
designated by the Board to administer the Plan under Section 4.  The Committee shall have at least two
members, each of whom shall be a “non-employee director” as defined in Rule
16b-3 under the Act and an “outside director” as defined in Section 162(m) of
the Code and the regulations thereunder.


 


2.10         “Common Stock” means the Class A common
stock of the Company, par value $1.00 per share, or such other class or kind of
shares or other securities resulting from the application of Section 9.


 


2.11         “Company” means Euramax International,
Inc., a Delaware corporation, or any successor corporation.


 


2.12         “Director” means a member of the Board
who is not an Employee.


 


2.13         “Disability”
means a medically determinable disability arising from illness or accident,
that (1) renders Executive incapable of performing the duties normally
associated with his position with the Company or any similar position with the
Company for which he is qualified by skill and experience and (2) is reasonably
expected to either be permanent or to be of indefinite duration extending for
more than 180 days.  Disability shall be
determined on the basis of medical evidence provided to the Board, which is
reasonably satisfactory to the Board. 
The Board, in its discretion, may rely upon a report of Executive’s
personal physician certifying that Executive is disabled within the meaning of
this Section or may require the report of an independent physician selected by
the Board.


 


2.14         “Employee” means an officer or other
key employee of the Company, its Subsidiary or an Affiliate, including any
member of the Board who is such an employee.


 


2.15         “Fair Market Value” means, on any given
date:


 


(a)           if the Common Stock is listed on an
established stock exchange or exchanges, the closing price of Common Stock on
the principal exchange on which it is traded on such date, or if no sale was
made on such date on such principal exchange, on the last preceding day on
which the Common Stock was traded;


 


(b)           if the Common Stock is not then
listed on an exchange, but is quoted on NASDAQ or a similar quotation system,
the closing price per share for the Common Stock as quoted on NASDAQ or similar
quotation system on such date;


 


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(c)           if the Common Stock is not then
listed on an exchange or quoted on NASDAQ or a similar quotation system, the
value, as determined in good faith by the Committee.


 


2.16         “Non-Qualified Stock Option” means an
Option not intended to be an Incentive Stock Option, and designated as a Non-Qualified
Stock Option by the Committee.


 


2.17         “Option” means the right, granted from
time to time under the Plan, to purchase Common Stock for a specified period of
time at a stated price.  An Option may
be a Non-Qualified Stock Option.


 


2.18         “Participant” means an Employee who is
designated by the Committee as eligible to participate in the Plan and who
receives an Award under this Plan.


 


2.19         “Plan” means the Euramax International,
Inc. 2003 Equity Compensation Plan herein set forth, as amended from time to
time.


 


2.20         “Public Offering” means a successfully
completed underwritten public offering (other than a (1) a Unit Offering, as
hereinafter defined or (2) a Special Registration Statement, as hereinafter
defined) pursuant to an effective registration statement under the Securities
Act in respect of the offer and sale of shares of Common Stock for the account
of the Company resulting in aggregate gross proceeds to the Company and all
stockholders selling shares in such offering of not less than Fifty Million
Dollars ($50,000,000).


 


2.21         “Restricted Stock” means Common Stock
awarded by the Committee under Section 7 of the Plan.


 


2.22         “Restriction Period” means the period
during which Restricted Stock awarded under the Plan is subject to forfeiture.


 


2.23         “Section 162(m) Participant” means any
key employee designated by the Committee as a key employee whose compensation
for the fiscal year in which the key employee is so designated or a future
fiscal year may be subject to the limit on deductible compensation imposed by
Section 162(m) of the Code.


 


2.24         “Securities Act” means the Securities
Act of 1933, as amended.


 


2.25         “Securities Holders Agreement” means
that Agreement by and among the Company and the holders specified therein,
dated April 15, 2003.


 


2.26         “Special Registration Statement” means
(i) a registration statement on Forms S-8 or S-4 or any similar or successor
form or any other registration statement relating to


 


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an exchange offer or an offering of securities solely to the Company’s
employees or stockholders or (ii) a registration statement registering a Unit
Offering.


 


2.27         “Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations beginning with
the Company (or any subsequent parent of the Company) if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.


 


2.28         “Unit Offering” means an underwritten
public offering of a combination of debt securities and Common Stock (or
warrants or exchange rights to purchase Common Stock) of the Company in which
not more than fifteen percent (15%) of the gross proceeds received for the sale
of such securities is attributed to Common Stock.


 


3.             Eligibility


 


Any Employee who
is designated by the Committee as eligible to participate in the Plan shall be
eligible to receive an Award under the Plan.


 


4.             Administration


 


4.1           Members of the Committee shall be
appointed by and hold office at the pleasure of the Board.  Committee members may resign at any time by
delivering written notice to the Board. 
Vacancies in the Committee may be filled by the Board.


 


4.2           The Plan shall be administered by the
Committee, which shall have full power to interpret and administer the Plan,
and full authority to act in selecting the eligible Employees to whom Awards
may be granted, in determining the times at which such Awards may be granted,
in determining the time and the manner in which Options may be exercised, in
determining the type and amount of Awards that may be granted, in determining
the terms and conditions of Awards that may be granted under the Plan and the
terms of agreements which will be entered into with Participants.  Such agreements may include provisions on
the Company’s right to purchase any Common Stock issued to the Participant
under the Plan upon the termination of the Participant’s service.  The Committee also shall have the power to
establish different terms and conditions with respect to (i) the various types
of Awards granted under the Plan, and (ii) the granting of the same type of
Award to different Participants (regardless of whether the Awards are granted at
the same time or at different times).


 


4.3           The Committee’s powers shall include,
but not be limited to, the power to determine whether, to what extent and under
what circumstances an Award is made and operates on a tandem basis with other
Awards made hereunder and to grant Awards.


 


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4.4           The Committee shall have the power to
adopt regulations for carrying out the Plan and to make changes in such
regulations as it shall, from time to time, deem advisable.  The Committee shall have the full and final
authority in its sole discretion to interpret the provisions of the Plan and to
decide all questions of fact arising in the application of the Plan’s
provisions, and to make all determinations necessary or advisable for the
administration of the Plan.  Any
interpretation by the Committee of the terms and provisions of the Plan and the
administration thereof, and all action taken by the Committee, shall be final,
binding, and conclusive for all purposes and upon all Participants.


 


4.5           Members of the Committee shall
receive such compensation for their services as may be determined by the
Board.  All expenses and liabilities
which members of the Committee incur in connection with the administration of
the Plan shall be paid by the Company. 
The Committee may, with the approval of the Board, employ attorneys,
consultants, accountants and other service providers.  The Committee, the Board, the Company and the Company’s officers
shall be entitled to rely upon the advice and opinions of any such person.  No member of the Committee or the Board
shall be personally liable for any action, determination or interpretation made
with respect to the Plan and all members of the Committee and the Board shall
be fully protected by the Company in respect of any such action, determination
or interpretation in the manner provided in the Company’s bylaws.


 


5.             Shares of Stock Subject to the
Plan


 


5.1           Subject to adjustment as provided in
Section 9, the total number of shares of Common Stock available for Awards
under the Plan shall be 35,719.6 shares of which (i) 26,150 shares shall be
available for Options and (ii) 9,569.6 shares shall be available for Restricted
Stock.


 


5.2           Any shares issued hereunder may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.  Any shares issued by the
Company through the assumption or substitution of outstanding grants from an
acquired company shall not reduce the number of shares of Common Stock
available for Awards under the Plan.  If
any shares subject to any Award granted hereunder are forfeited or such Award
otherwise terminates without the issuance of such shares, the shares subject to
such Award, to the extent of any such forfeiture or termination, may be
reissued at the discretion of the Committee. 
In making any such reissuances, priority consideration will be given to
issuances to replacements of departed employees whose options were so forfeited
or terminated.


 


6.             Options


 


The grant of
Options shall be subject to the following terms and conditions:


 


6.1           Option Grants:  Any Option granted under the Plan shall be
evidenced by a written agreement executed by the Company and the Participant,
which agreement shall


 


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conform to the requirements of the Plan and may contain such other
provisions not inconsistent with the terms of the Plan as the Committee shall
deem advisable.


 


6.2           Number of Shares:  The Committee shall specify the number of
shares of Common Stock subject to each Option.


 


6.3           Option Price:  The price per share at which Common Stock
may be purchased upon exercise of an Option shall be as determined by the
Committee, provided that such price shall not be less than 100% of the Fair
Market Value on the date of grant in the case of a Non-Qualified Stock Option.


 


6.4           Term of Option and Vesting:  The Committee shall specify when an Option
may be exercisable and the terms and conditions applicable thereto.  The term of an Option shall in no event be
greater than 10 years.


 


6.5           Exercise of Option and Payment of
Option Price:  An Option may be
exercised only for a whole number of shares of Common Stock.  The Committee shall establish the time and
the manner in which an Option may be exercised.  The option price of the shares of Common Stock received upon the
exercise of an Option shall be paid in full in cash at the time of the exercise
or, with the consent of the Committee, in whole or in part in shares of Common
Stock held by the Participant for at least 6 months and valued at their Fair
Market Value on the date of exercise.


 


6.6           Termination:  The effect of a Participant’s termination
shall be provided for in the applicable Non-Qualified Stock Option Agreement.


 


7.             Restricted Stock


 


An Award of
Restricted Stock is a grant by the Company of a specified number of shares of
Common Stock to the Participant, which shares are subject to forfeiture upon
the happening of specified events.  A
grant of Restricted Stock shall be subject to the following terms and
conditions:


 


7.1           Grant of Restricted Stock Award.  Any Restricted Stock granted under the Plan
shall be evidenced by a written agreement executed by the Company and the
Participant, which agreement shall conform to the requirements of the Plan, and
shall specify (i) the number of shares of Common Stock subject to the Award,
(ii) the Restriction Period applicable to the Award and (iii) the events that
will give rise to a forfeiture of the Award. 
The agreement may contain such other provisions not inconsistent with
the terms of the Plan as the Committee shall deem advisable.


 


7.2           Delivery of Restricted Stock.  Upon determination of the number of shares
of Restricted Stock to be granted to the Participant, the Committee shall
direct that a certificate


 


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or certificates representing the number of shares of Common Stock be
issued to the Participant with the Participant designated as the registered
owner.  The certificate(s) representing
such shares shall be legended as to restrictions on the sale, transfer,
assignment, or pledge of the Restricted Stock during the Restriction Period and
deposited by the Participant, together with a stock power endorsed in blank,
with the Company.


 


7.3           Dividend and Voting Rights.  Unless otherwise determined by the
Committee, during the Restriction Period, the Participant shall have all of the
rights of a stockholder, including the right to vote the shares of Restricted
Stock and receive dividends and other distributions, provided that
distributions in the form of Common Stock shall be subject to the same
restrictions as the underlying Restricted Stock.


 


7.4           Receipt of Common Stock.  At the end of the Restriction Period, the
Committee shall determine, in light of the terms and conditions set forth in
the Restricted Stock agreement, the number of shares of Restricted Stock with
respect to which the restrictions imposed hereunder shall lapse.  The Restricted Stock with respect to which
the restrictions shall lapse shall be converted to unrestricted Common Stock by
the removal of the restrictive legends from the Restricted Stock.  Thereafter, Common Stock equal to the number
of shares of the Restricted Stock with respect to which the restrictions
hereunder shall lapse shall be delivered to the Participant (or, where
appropriate, the Participant’s legal representative).


 


7.5           Termination:  The effect of a Participant’s termination
shall be provided for in the applicable Restricted Stock Agreement.


 


8.             Deferral Election


 


Notwithstanding
any provision of the Plan to the contrary, any Participant may elect, with the
concurrence of the Committee and consistent with any rules and regulations
established by the Committee, to defer to a specified date the receipt of
Restricted Stock that the Participant would otherwise be entitled to receive
pursuant to an Award.  Notwithstanding
such an election, the Committee may distribute the Restricted Stock deferred by
all Participants pursuant to this Section 8 if the Committee determines, in its
discretion, that the continued deferral of Common Stock hereunder is no longer
in the best interest of the Company.


 


9.             Adjustments upon Changes in
Capitalization


 


In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, issuance of stock rights, combination of shares, merger,
consolidation or any other change in the corporate structure of the Company
affecting Common Stock, or any distribution to stockholders other than a cash
dividend, the Committee shall make appropriate equitable adjustment in the
number and kind of shares authorized for use under the Plan and any equitable
adjustments to outstanding Awards as it determines appropriate.  The adjustments to outstanding Awards shall
include, without limitation, the number of shares covered, the respective
prices and


 


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limitations applicable to the outstanding Awards.  No fractional shares of Common Stock shall
be issued pursuant to such an adjustment. The Fair Market Value of any
fractional shares resulting from adjustments pursuant to this Section shall,
where appropriate, be paid in cash to the Participant.  The determinations and adjustments made by
the Committee pursuant to this Section 9 shall be conclusive.


 


Except as
expressly provided herein, in the applicable Restricted Stock Agreement or in
the applicable Non-Qualified Stock Option Agreement, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of any Award.  No adjustments shall be made with respect to any Award for
dividends paid in cash or property other than securities of the Company.


 


10.          Change Of Control of the Company


 


10.1         Options.  With respect to all Options that are
unexercised and outstanding, immediately prior to a Change of Control, such
Options shall become immediately and fully vested and exercisable.  In furtherance of the foregoing, the
Committee may, in its sole discretion, provide for one or more of the
following:


 


(a)           such Options shall be canceled in
exchange for a cash payment in an amount equal to the excess, if any, of the
Fair Market Value of the Common Stock underlying an Option (to the extent such
Option is exercisable at such time) as of the date of the Change of Control over
the exercise price of the Option; and/or


 


(b)           such Options shall be terminated
immediately prior to the Change of Control, provided that the Participant fails
to exercise the Option (to the extent such Option is exercisable at such time)
within a specified period (of at least seven days) following the Participant’s
receipt of a written notice of such Change of Control and of the Company’s
intention to terminate the Option prior to such Change of Control; and/or


 


(c)           such Options shall be assumed by the
successor corporation, and shall be substituted with options involving the
common stock of the successor corporation with equivalent value and with the
terms and conditions of the substituted options being no less favorable than
the Options granted by the Company.


 


10.2         Restricted Stock Awards.  With respect to Restricted Stock Awards that
are outstanding, immediately prior to a Change of Control, all such Restricted
Stock Awards shall become fully vested.


 


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11.          Effective Date, Termination and
Amendment


 


The Plan shall
become effective on the date it is approved by the Board.  The
Plan shall remain in full force and effect until the earlier of 10 years from
the date of its adoption by the Board, or the date it is terminated by the
Board.  The Board shall have the power
to amend, suspend or terminate the Plan at any time, provided that no such
amendment shall be made without stockholder approval to the extent such
approval is required under Code §422, Code §162(m), the rules of a stock
exchange or NASDAQ or any other applicable law.  Suspension or termination of the Plan pursuant to this Section 11
shall not affect Awards outstanding under the Plan at the time of suspension or
termination.  Notwithstanding the third
sentence of this Section 11, no amendment can be made that adversely affects
the rights under an outstanding Award without the consent of the holder of the
Award.


 


12.          Transferability


 


Except as provided
below, Awards may not be pledged, assigned or transferred for any reason during
the Participant’s lifetime, and any attempt to do so shall be void.  The Committee may grant Awards that are
transferable by the Participant during his lifetime, but such Awards shall be
transferable only to the extent specifically provided in the agreement entered
into with the Participant.  The
transferee of the Participant shall, in all cases, be subject to the provisions
of the agreement between the Company and the Participant.  The rights of the transferee shall be no
greater than the rights that would be acquired by the Participant’s estate if
the Participant were to die prior to the transfer of the Award.


 


13.          General Provisions


 


13.1         No Employment or Service Rights.  Nothing contained in the Plan, or any Award
granted pursuant to the Plan, shall confer upon any Employee any right with
respect to continued employment by the Company, a Subsidiary or Affiliate, nor
interfere in any way with the right of the Company, a Subsidiary or Affiliate
to terminate the employment or service of any Employee at any time.


 


13.2         Termination of Employment or Service.  For purposes of this Plan, a transfer of
employment or service between the Company and its Subsidiaries and Affiliates
shall not be deemed a termination of employment or service.  However, individuals employed by or
providing services to an entity that ceases to be a Subsidiary or an Affiliate
shall be deemed to have incurred a termination of employment or service as of
the date that such entity ceases to be a Subsidiary or an Affiliate.


 


13.3         Payment of Taxes.  The Company shall have the power to
withhold, or require a Participant to remit to the Company, all taxes required
to be paid in connection with any Award, the exercise thereof and the transfer
of shares of Common Stock pursuant to this Plan.  The Company’s power to withhold a portion of the cash or Common
Stock received


 


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pursuant to an Award, or require that the Participant remit the
applicable taxes shall extend to all applicable Federal, state, local or
foreign withholding taxes.  In the case
of the payment of Awards in the form of Common Stock or cash, or the exercise
of Options, the Company shall have the right to retain the shares of Common
Stock or cash to be paid pursuant to the Award, or the exercise of the Option,
until the Company determines that the applicable withholding taxes have been
satisfied.


 


13.4         Restrictions on Shares.  The Award Shares shall be subject to
restrictions on transfer pursuant to applicable securities laws and the
Securities Holders Agreement and shall bear a legend subjecting the Award
Shares to those restrictions on transfer in accordance with the applicable
Award.  The certificates shall also bear
a legend referring to any restrictions on transfer arising hereunder or under
any other applicable law, regulation, rule, agreement or the Securities Holders
Agreement.


 


13.5         Requirements of Law.  The Plan and each Award under the Plan shall
be subject to the requirement that if at any time the Committee shall determine
that (i) the listing, registration or qualification of the Award Shares upon
any securities exchange or under any state or federal law, (ii) the consent or
approval of any government regulatory body or (iii) an agreement by the
recipient of an Award with respect to the disposition of the Award Shares is
necessary or advisable as a condition of, or in connection with, the Plan or
the granting of such Award or the issue or purchase of the Award Shares
thereunder, the Award may not be consummated in whole or in part until such
listing, registration, qualification, consent, approval or agreement shall have
been effected or obtained free of any conditions not acceptable to the
Committee.


 


13.6         Amending of Awards.  The Committee may amend any outstanding
Awards to the extent it deems appropriate. 
Such amendment may be made by the Committee without the consent of the
Participant, except in the case of amendments adverse to the Participant, in
which case the Participant’s consent is required to any such amendment.


 


13.7         No Stockholder Rights.  A Participant shall have no rights as a
stockholder with respect to shares of Common Stock subject to an Award unless
and until certificates for the Award Shares are issued to the Participant.


 


13.8         Participation of Foreign Nationals.  Without amending the Plan, Awards may be
granted to Participants who are foreign nationals or employed or providing
services outside the United States or both, on such terms and conditions
different from those specified in the Plan as may, in the judgment of the
Committee, be necessary or desirable to further the purpose of the Plan.


 


13.9         Changes in Current Law.  A citation to any law, regulation or rule
herein shall be construed to be a citation to the most recent version of, or
successor to, any such law, regulation or rule.


 


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13.10       Effective Time.  This Plan shall be effective as of the
Closing (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 CVC European Equity Partners, L.P., CVC European Equity Partners
(Jersey), L.P., BNP Paribas (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 Plan shall have no force or effect and shall be deemed void ab
initio.


 


13.11       Required Approval.  The obligations of the Company hereunder are
contingent upon approval of this Plan 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 Code and the Proposed Treasury Regulations promulgated under Code
Section 280G).


 


13.12       Counterparts.  Any Stock Option Agreement or Restricted
Stock Agreement evidencing an Award hereunder may be executed in two or more
counterparts and by the parties thereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same instrument.  These agreements may be executed by
facsimile signature.


 


13.13       Headings.  Section headings are included only for ease
of reference.  Headings are not intended
to constitute substantive provisions of the Plan and shall not be used to
interpret the scope of this Plan or the rights or obligations of the Company in
any way.


 


13.14       Governing Law.  To the extent that Federal laws do not
otherwise control, the Plan and all determinations made and actions taken
pursuant hereto shall be governed by the law of the State of Delaware and
construed accordingly.


 


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To record the
adoption of the Plan, Euramax International, Inc. has caused its authorized
officers to affix its corporate name and seal this 15th day of
April, 2003.


 


	
   

  	
  EURAMAX INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


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