Exhibit
10.10


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


 


FOR THE


 


EURAMAX
INTERNATIONAL, INC.


 


2003
EQUITY COMPENSATION PLAN


 


This
Non-Qualified Stock Option Agreement (the “Agreement”) consists of the
following: the Grant and Award Agreement (below) and an Exercise Notice
designated as Exhibit A, both of which are integral parts of one document that,
together with the Euramax International, Inc. 2003 Equity Compensation Plan
(the “Plan”), a copy of which is attached and designated as Exhibit B, defines
the rights and obligations of the parties.


 


GRANT AND AWARD AGREEMENT


 


1.             Grant
of Option and Exercise Price. 
Subject to the terms and conditions set forth herein and in the Plan,
Euramax International, Inc. (the “Company”) hereby grants to
[                              ]
(“Optionee”), effective as of 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”), a stock option (the “Option”) to purchase up to
[                          ]
shares of Class A Common Stock of the Company (the “Option Shares”) at an
exercise price of
$[           ] per share
(the “Exercise Price”).  The Option is a
non-qualified stock option.


 


2.             Exercisability
and Termination of Option.


 


a.             General
Vesting Periods.  Subject to the
other terms and provisions of this Agreement, the Option shall vest and be
exercisable with respect to the indicated percentage of the total number of
Option Shares, in accordance with the following:


 


	
  Period of Time

  	
   

  	
  Percentage of Option Shares with

  Respect to which the Option is

  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  the Grant Date until the day prior to the first anniversary of the Grant Date

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  the first anniversary of the Grant Date to the day prior to the second
  anniversary of the Grant Date

  	
   

  	
  20

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  the second anniversary of the Grant Date to the day prior to the third
  anniversary of the Grant Date

  	
   

  	
  40

  	
  %

  



 

















 


	
  From
  the third anniversary of the Grant Date to the day prior to the fourth
  anniversary of the Grant Date

  	
   

  	
  60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  the fourth anniversary of the Grant Date to the day prior to the fifth
  anniversary of the Grant Date

  	
   

  	
  80

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  the fifth anniversary of the Grant Date to the day prior to the Termination
  Date

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  and after the Termination Date

  	
   

  	
  0

  	
  %

  



 


For the purposes of this
Agreement, the “Termination Date” shall be the date that is ten (10) years
after the Grant Date.


 


b.             Continuous
Employment with the Company or any Subsidiary Required.  Except as provided otherwise in
Section 2(c) hereof, and notwithstanding anything to the contrary in
Section 2(a) hereof, the Option may not be exercised unless the Optionee,
at the time he attempts to exercise the Option, is then an employee of the
Company or any Subsidiary.


 


c.             Termination
of Employment.  Upon the Optionee
ceasing to be an employee of the Company or any Subsidiary for any reason
(including death or Disability), the Option shall terminate as of the date of
such termination of employment as to that percentage of the total number of
Option Shares with respect to which the Option was not vested and exercisable
pursuant to Section 2(a) hereof as of such date.  With respect to the portion of the Option that is not so
terminated (the “Vested Portion of the Option”), the Option shall be
exercisable and shall terminate following such termination of employment as
hereinafter provided in this Section 2(c).


 


(i)            Termination
of Employment Other Than Due to Death or Disability or Termination for Cause or
Involuntary Termination.  If the
Optionee during his life ceases to be an employee of the Company or any
Subsidiary for any reason, then, except as otherwise provided in Section 2(c)(ii)
and 2(c)(iii) hereof, the Vested Portion of the Option shall thereafter be
exercisable until the earlier of (A) the date which is three (3) months after
the date of such termination of employment, or (B) the Termination Date,
whereupon the Vested Portion of the Option shall cease to be exercisable and
shall terminate.  The Company shall
determine in its sole and absolute discretion the date of the Optionee’s
termination of employment.


 


(ii)           Termination
of Employment Due to Death or Disability. 
If the Optionee ceases to be an employee of the Company or any
Subsidiary due to the Optionee’s Disability or death, then in either event, the
Vested Portion of the Option shall thereafter be exercisable until the earlier
of (A) the date which is one (1) year after the date of such termination
of employment, or (B) the Termination Date, whereupon the Vested Portion
of the Option shall cease to be exercisable and shall terminate.


 


2

















 


(iii)          Voluntary
Termination of Employment/Termination of Employment for Cause.  If the Optionee voluntarily terminates
employment with the Company or any Subsidiary, or if the Optionee’s employment
with the Company or any Subsidiary is terminated for “Cause” the Vested Portion
of the Option shall cease to be exercisable and shall terminate as of the
effective date of such voluntary termination of employment or termination of
employment for Cause.


 


(iv)          Special
Limitations on Manner for Exercising Option Following Termination of Employment.  Following the Optionee’s termination of
employment, and notwithstanding anything to the contrary herein, the Optionee
(or, upon Optionee’s death, the Optionee’s transferee) shall be permitted to
exercise the Vested Portion of the Option only one (1) time following
termination of employment.  Upon the
exercise of all or any portion of the Vested Portion of the Option following
termination of employment, the Vested Portion of the Option shall thereafter
terminate and cease to be exercisable.


 


3.             Payment
for Shares of Class A Common Stock. 
Upon exercise of an Option and before delivery of the shares of Class A
Common Stock, full payment for shares of Class A Common Stock purchased upon
the exercise shall be made in cash, or, subject to the approval of the
Committee, by (a) surrendering shares of Class A Common Stock that have an
aggregate Fair Market Value equal to the aggregate Exercise Price and that have
been held by Optionee for at least six months, or (b) after the Company
completes a Public Offering, delivery of a properly executed exercise notice,
together with irrevocable instructions to a Company-designated broker to
promptly deliver to the Company the amount of sale or loan proceeds required to
pay the Exercise Price.


 


4.             Manner
of Exercise.


 


(A)          The
Option shall be exercised by delivery of an exercise notice in the form
attached hereto as Exhibit A (the “Exercise Notice”) which shall state
Optionee’s election to exercise the Option, the number of shares with respect
to which the Option is being exercised, and such other representations and
agreements as may be required by the Company and contained in the Exercise
Notice.  The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all exercised
shares.  The Option shall be deemed to
be exercised upon receipt by the Company of such fully-executed Exercise Notice
accompanied by the aggregate Exercise Price. 
The Exercise Notice shall be irrevocable once given.


 


(B)           In
the event the shares issuable upon the exercise of the Option have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
at the time the Option is exercised, Optionee shall, concurrently with the
exercise of all or any portion of the Option, take such action to comply with
the securities laws of the United States or of any state, as the Company shall
determine to be necessary.


 


(C)           Securities
Holders Agreement.  A condition to
exercise of the Option shall be the Optionee executing a joinder to the
Securities Holders Agreement, to the extent the Optionee is not a party to the
Securities Holders Agreement, satisfactory in form and substance to the
Company.


 


3

















 


5.             Restrictive
Legends and Stop-Transfer Orders.


 


(A)          Legends.  Certificates evidencing the Option Shares
shall bear such legends as the Committee may determine appropriate in
accordance with the terms of this Agreement and the Securities Holders
Agreement.


 


(B)           Stop-Transfer
Orders.  Optionee agrees that, in
order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.


 


(C)           Refusal
to Transfer.  The Company shall not
be required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of the Exercise
Notice or (ii) to treat as owner of such Shares or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such Shares shall
have been so transferred or as to which the Company has not received notice.


 


6.             Issuance
of Certificates.  As promptly as is
reasonably practicable after the exercise of the Option as determined by the
Company, a certificate for the shares of Class A Common Stock issuable on the
exercise of the Option shall be delivered to Optionee or to his personal
representative, heir or legatee.


 


7.             Transferability.


 


(A)          The
Option may not be transferred or assigned by Optionee except by will or the
laws of descent and distribution or be exercised other than by Optionee or, in
the case of his death, by his personal representative, heir or legatee.


 


(B)           The
shares acquired upon the exercise of the Option may not be transferred except
in accordance with the terms of the Securities Holders Agreement.


 


8.             Taxes.     Optionee shall be responsible to make
appropriate provision for all taxes required to be withheld in connection with
any Option, the exercise thereof and the transfer of the shares of Class A
Common Stock.  Such responsibility shall
extend to all applicable federal, state, local or foreign withholding
taxes.  The Company shall have the right
to retain the number of shares of Class A Common Stock whose aggregate Fair
Market Value equals the amount to be withheld in satisfaction of the applicable
withholding taxes.


 


9.             Rights
Prior to Exercise.  Neither Optionee
nor his personal representative, heir or legatee shall have any of the rights
of a stockholder with respect to any Class A Common Stock until the date of the
issuance to him or her of a certificate for such Class A Common Stock as
provided herein.


 


10.           Optionee’s
Representations and Warranties.  By
execution of this Agreement, Optionee represents and warrants to the Company as
follows:


 


a.             Optionee
is accepting this Option solely for Optionee’s own account for investment and
not with a view to or for sale or distribution of the Option or the


 


4

















 


Option shares and not with any present intention of selling, offering
to sell, or otherwise disposing of or distributing the Option or the Option
Shares.  The entire legal and beneficial
interest of the Option herein accepted is for and will be held for the account
of the Optionee only and neither in whole nor part for any other person.


 


b.             Optionee
is an employee of the Company and is familiar with the Company and its plans,
operations and financial condition. 
Prior to the acceptance of this Option, Optionee has received and
reviewed the information Optionee deems necessary and appropriate to enable an
evaluation of the advisability of entering into this Agreement.


 


c.             Optionee
acknowledges that the Option and Option Shares are to be granted or issued and
sold to Optionee without registration in reliance upon certain exemptions under
the Securities Act, and in reliance upon certain exemptions from registration
requirements under applicable state securities laws.


 


d.             Optionee
will make no transfer or assignment of any of the Option Shares except in
compliance with the Securities Act, or any other applicable securities
laws.  Optionee consents and agrees that
a legend to such effect may be affixed to the certificate or certificates
representing the Option Shares issued to Optionee.


 


e.             Optionee
is aware that no federal or state agency has made the recommendation or
endorsement of the Option Shares or any finding or determination as to the
fairness of the investment in such Option Shares.


 


f.              Optionee
has full legal power and authority to execute and deliver and to perform
Optionee’s obligations under this Agreement, and such execution, delivery and
performance with not violate any agreement, contract, law, rule, decree or
other legal restriction by which Optionee is bound.


 


g.             Optionee
acknowledges and understands that this Agreement is not designed to comply with
Section 422 of the Code.  Optionee
further understands that the Company makes no warranties or representations
regarding the impact the Option or the exercise of the Option will have on
Optionee’s federal or particular state income tax liabilities.


 


The Company may require
that the Optionee provide it with a certificate at the time of exercise of this
Option confirming that the representations and warranties set forth in this
Section 10 are true and correct as of the date of exercise or with such other
documents or instruments as may be necessary or desirable in order to establish
that the issuance is exempt from registration under or to company with the
requirements of all federal and applicable state securities laws.


 


11.           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
Optionee shall be effective only if consented to by Optionee in writing.


 


12.           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
conclusive and, insofar


 


5

















 


as possible, shall be consistent with the requirements of a
non-qualified stock option.  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
as Exhibit B.  Any terms used herein and
not defined shall have the meanings ascribed to them in the Plan.


 


13.           Option
Not to Affect Employment or Service. 
The Option granted hereunder shall not confer upon Optionee any right to
continue in the employment or service of the Company, its Subsidiaries or
Affiliates.


 


14.           Miscellaneous.  The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.  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. 
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 exercise of the Option as it deems
necessary or advisable to ensure that all rights granted under the Plan satisfy
the requirements of applicable securities laws.  Such conditions may include, without limitation, the partial or
complete suspension of the right to exercise the Option or trade the shares
issued upon exercise.


 


16.           Notices.  All notices or other communications given
hereunder shall be in writing, shall be sent by registered or certified mail,
return receipt requested, postage prepaid, or by hand delivery, or expedited
delivery service, delivery charges prepaid and with acknowledged receipt of
delivery.  A notice or other
communication shall be deemed given on the date of acceptance or refusal of
acceptance shown on such receipt, and shall be addressed, as the case may be to
Optionee and to the Company at the following applicable address:


 


(A)                              If
to Optionee, to the home address of the Optionee as shown on the Company’s
records.


 


(B)                                If
to the Company, to:


 


Euramax International,
Inc.  

5445 Triangle Parkway, Suite 350

Norcross, Georgia 30092

Attn:  Chief Executive Officer


 


Any
party may, by notice given in compliance with this Section, change its address
for all subsequent notices.  Notice by
either party shall be deemed sufficient if signed by such party’s counsel and
also, in the case of the Company, by any of the Company’s officers, if
otherwise given in compliance with this Section.


 


17.           Adjustments
for Changes in Capital Structure. 
If there shall be any change in the Class A Common Stock of the Company
through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, combination or exchange of shares, or the like, the
restrictions contained in this Agreement shall apply with equal force to
additional


 


6

















 


and/or substitute securities, if any, received by Optionee in exchange
for, or by virtue of his or her ownership of, shares acquired pursuant to this
Agreement, except as otherwise determined by the Committee.


 


18.           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.


 


19.           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).


 


20.           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.


 


21.           Governing
Law.  To the extent not preempted by
federal law, this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without reference to rules relating to
conflict of laws.


 


[Signature page
continues on following page]


 


7

















 


	
   

  	
  EURAMAX
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of
  Optionee]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  



 


8

















 


Exhibit A


 


EXERCISE NOTICE


 


FOR


 


EURAMAX
INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN


 


 


Euramax International,
Inc.


5445 Triangle Parkway,
Suite 350

Norcross, Georgia 30092


 


Attn:


 


1.             Exercise of Option.  Effective as of today,
                            ,
20        the undersigned (“Optionee”)
hereby elects to exercise Optionee’s option to purchase
                        
shares of the Class A Common Stock (the “Shares”) of Euramax International,
Inc. (the “Company”), under and pursuant to the Euramax International, Inc.
2003 Equity Compensation Plan (the “Plan”) and the Non-Qualified Stock Option
Agreement dated
                                  
(the “Option Agreement”).


 


2.             Delivery of Payment.  Optionee herewith delivers to the Company
the full exercise price of the Shares, as set forth in the Option Agreement.


 


3.             Representations of Optionee.  Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.


 


4.             Rights as Stockholder.  Until the issuance of the Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option.  The Shares shall be issued to Optionee as
soon as practicable after the Option is exercised.  No adjustment shall be made for a dividend or other right for
which the record date is prior to the date of issuance.


 


5.             Terms of the Plan and the Option
Agreement Govern.  Optionee
specifically acknowledges that the Option and any Shares acquired upon exercise
of the Option are subject to all of the terms and conditions of the Plan and
the Option Agreement.


 


6.             Tax Consultation.  Optionee understands that Optionee may
suffer adverse tax consequences as a result of Optionee’s purchase or
disposition of the Shares.  Optionee
represents that Optionee has consulted with all tax consultants Optionee deems
advisable in


 


A-1

















 


connection with the purchase or disposition of the Shares and that
Optionee is not relying on the Company or the Committee for any tax advice.


 


7.             Entire Agreement.  The Plan and Option Agreement are
incorporated herein by reference. 
Unless otherwise defined herein, the terms contained in the Exercise
Notice shall have the same meaning as defined in the Plan and/or the Option
Agreement.  This Exercise Notice, the
Plan, and the Option Agreement (and the Exhibits thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to Optionee’s interest except by means of a writing signed
by the Company and Optionee.  In the
event of a conflict between the terms and conditions of this Exercise Notice
and the Plan, the terms and conditions of the Plan shall prevail.


 


 


	
  Submitted by:

  	
  Accepted by:

  
	
   

  	
   

  
	
   

  	
  EURAMAX INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
					



 


A-2

















 


Exhibit
B


 


 


[attach copy of plan]


 


 


B-1