Exhibit
10.14


 


EURAMAX
INTERNATIONAL, INC.


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

Restated Effective October 1, 1997


 


This Plan (the
“SERP”), established by Euramax International, Inc., will become
effective upon, and only upon, Closing as defined in the Stock Purchase
Agreement dated April 15, 2003 by and among Citigroup Venture Capital Equity
Partners, L.P. and affiliates, the Company and the Company’s stockholders named
therein.


 


ARTICLE 1  - PURPOSE
OF PLAN


 


Section 1.1                   Purpose:  The purpose of this Plan is to provide
supplemental retirement benefits to Mitchell B. Lewis and R. Scott Vansant
(each an “Executive”).  The benefits to
be provided under this Plan are intended to supplement other retirement
benefits provided by the Company through plans qualified under Section 401(a)
of the Internal Revenue Code of 1986, nonqualified plans, and the federal
Social Security system of the United States.


 


Section 1.2                   Design:  The Plan is designed to provide supplemental
retirement benefits as described in Section 3.3.


 


ARTICLE
2  - DEFINITIONS


 


Section 2.1                   Affiliate:  At any time (i) any trade or business,
whether incorporated or unincorporated, which at such time is considered to be
under common control with the Company or any other company participating in
this Plan under regulations prescribed by the Secretary of the Treasury
pursuant to Code Section 414(b), (c) or (o); and (ii) any person or
organization which at such time is a member of an affiliated service group (as
defined in Code Section 4 14(m)) with the Company or any other
company participating in this Plan.


 


Section 2.2                   Board:  The Board of Directors of Euramax
International, Inc..


 


Section 2.3                   Change-In-Control:  The sale of Euramax International, Inc., in
a single transaction or a series of related transactions, to an independent
third party (which is not an Affiliate of any member of the Investor Group)
pursuant to which such third party acquires (a) a greater percentage of the
fully diluted voting power represented by the share capital and other securities
of Euramax International, INC.  than
that owned and controlled by the Investor Group immediately following such
transaction (whether by merger, consolidation, recapitalization,
reorganization, purchase of the outstanding share capital or otherwise), or (b)
all or substantially all of the consolidated assets of Euramax International,
Inc., in each case, which sale has been approved by the Board and the holders
of a majority of the outstanding ordinary shares of Euramax International,
Inc., voting together as a single class.


 

















 


Section 2.4                   Code: The Internal Revenue
Code of 1986, as amended, or as it may be amended from time to time.


 


Section 2.5                   Company:  Euramax International, Inc.


 


Section 2.6                   Compensation and Employee
Benefits Committee: The Compensation and Employee Benefits Committee as
established by the Board.


 


Section 2.7                   Constructive Termination:  A Constructive Termination shall be deemed
to occur solely upon the occurrence of a Change of Control in the event that
Executive’s employment with Euramax International, Inc., is terminated or the
Executive is subject to a material reduction in duties or compensation or
authority or is required to relocate from Atlanta, Georgia, in either case,
within one year following such Change of Control.


 


Section 2.8                   Executive:  Executive shall mean each of Mitchell B.
Lewis and R. Scott Vansant.


 


Section 2.9                   Fifty Percent (50%) Joint and
Survivor Annuity:  An annuity which
is the Value Equivalent of a Life Annuity payable monthly for the life of the
Executive, with a survivor annuity for the life of his Spouse which is fifty
(50%) percent of the amount of the annuity payable during the joint lives of
the Executive and his Spouse.


 


Section 2.10             Investor Group:  Collectively, the individuals and entities
party to the Shareholders Agreement dated September 25, 1996, and any successor
agreement thereto, and each of their respective Affiliates.


 


Section 2.11             Life Annuity:  An income payable monthly, beginning as of
the first day of the month for which the Participant’s Plan benefits are
scheduled to commence under this Plan and ending as of the first day of the
month in which the Participant dies.


 


Section 2.12             Lump Sum: The full single cash
payment of the balance of a Participant’s vested benefit, the value of which shall
be the Value Equivalent of a Life Annuity (reduced for early commencement, if
necessary).


 


Section 2.13             Plan:  The “Euramax International, Inc., Supplemental Executive
Retirement Plan”, as set forth herein or in any amendment hereto.


 


Section 2.14              Plan Administrator:  The individual or committee appointed by the
Board, who shall have the same powers and those duties with respect to the Plan
as those described in the Euramax Saving Plan. 
The Plan Administrator is the named fiduciary for purposes of the
Employee Retirement Income Security Act of 1974, as amended.


 


Section 2.15             Plan Year:  The calendar year.


 


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Section 2.16             Retirement Date:  The first day of the month coincident with
or next following the date the Executive attains age 55 and actually terminates
employment with the Company.


 


Section 2.17             Spouse:  The individual to whom the Executive is legally married as of the
earlier of the Executive reaching his Retirement Date, suffering a Total and
Permanent Disability, death, or upon the Change-In-Control of the Company.


 


Section 2.18             Total and Permanent 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.  Total and Permanent
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.


 


Section 2.19             Value Equivalent:  The Life Annuity amount, as adjusted by
Section 3.1, multiplied by the following factor to calculate a Fifty Percent
(50%) Joint and Survivor Annuity or a Lump Sum:


 




	 
	
  Years Spouse Younger Than

  Executive

  	
   

  	
  50% Joint
  & Survivor

  Factors

  	
   

  
	 
	
  0-9

  	
   

  	
  0.9

  	
   

  
	 
	
  10-19

  	
   

  	
  0.8

  	
   

  
	 
	
  20-29

  	
   

  	
  0.6

  	
   

  
	 
	
  30+

  	
   

  	
  0.4

  	
   

  
	 
	
   

  	
   

  	
   

  	
   

  
	
  Lump Sum Factor

  	
   

  	
  The Life Annuity Amount will be converted to a lump
  sum using the applicable mortality table and the applicable interest rate
  both as prescribed by section 417(e)(3) of the Code or any applicable
  provision of successor legislation provided that the lump sum amount payable
  at age 65 will be $500,000.

  
							






 


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ARTICLE 3  - BENEFITS


 


Section 3.1                   Benefit Amount:  The Benefit is an annual amount payable in
the form of a Life Annuity starting at age 65 and equal to $46,000.  At the time of the Executive’s Retirement
Date, termination, death, Total and Permanent Disability, or a
Change-in-Control, the above dollar amount shall be multiplied by the following
payment reduction factor.


 




	
  Age At Retirement Date, Death,

  Disability or Change-in-control

  	
   

  	
  Payment
  Reduction

  Factor

  	
   

  
	
  65 and later

  	
   

  	
  100

  	
  %

  
	
  64

  	
   

  	
  96

  	
  %

  
	
  63

  	
   

  	
  92

  	
  %

  
	
  62

  	
   

  	
  88

  	
  %

  
	
  61

  	
   

  	
  84

  	
  %

  
	
  60

  	
   

  	
  80

  	
  %

  
	
  59

  	
   

  	
  76

  	
  %

  
	
  58

  	
   

  	
  72

  	
  %

  
	
  57

  	
   

  	
  68

  	
  %

  
	
  56

  	
   

  	
  64

  	
  %

  
	
  55

  	
   

  	
  60

  	
  %

  






 


Section 3.2                   Forfeiture of Benefit:  If it is the conclusion of the Board that
the Executive has engaged in any acts or omissions constituting dishonesty,
intentional breach of fiduciary obligation or intentional wrongdoing, in each
case that results in substantial harm to the business or property of the
Company, he shall forfeit and be ineligible to receive any benefits under this
Plan, and any benefits paid to such Executive (or Spouse) can be recovered by
the Company.  The recovery of any
benefits paid to such Executive shall not preclude the Company from taking any
other actions against the Executive.


 


Section 3.3                   Benefit Forms and Commencement:  Upon the earliest of the following of (a),
(b), (c), or (d) to occur, the Executive shall receive a Life Annuity if he is
single on such date, or if he is married on such date he shall receive a Fifty
Percent (50%) Joint and Survivor Annuity, paid monthly.  The Executive may elect to receive benefits
in the form of a Lump Sum or Life Annuity as long as the Executive’s election
is made at least 120 days prior to the receipt of any benefits paid under the
Plan.


 


(a)                                  Retirement
Payment.  In the event that benefits
become payable due to the Executive’s retirement on or after age 55, the
benefit will be payable as of the Executive’s Retirement Date.


 


(b)                                 Disability
Payment.  In the event that benefits
become payable due to a Total and Permanent Disability, the benefit (which is
fixed as of the date of Total and Permanent Disability), will be payable, in a
lump sum


 


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calculated under Section 2.19 on the basis of the Executive’s
then attained age, as of the first day of the month coincident with or next
following the date the Executive is determined to have sustained a Total and
Permanent Disability.


 


(c)                                  Death
Payment.  In the event that benefits
become payable due to the Executives death, the benefit will be payable as of
the first day of the month coincident with or next following the Executive’s
death, in a lump sum calculated under Section 2.19 on the basis of the
Executive’s then attained age.


 


(d)                                 Constructive
Termination.  Except as provided in
Section 3.2, in the event that there is a Constructive Termination, the
Executive shall become fully vested and the benefit will be payable as of the
first day of the month coincident with or next following the Constructive Termination.


 


Section 3.4                   Vesting of Benefits:  An Executive’s benefits under this Plan are
not vested until the earlier of the date the Executive attains age 55, dies,
becomes Totally and Permanently Disabled, or the occurrence of a
Change-in-Control.  If an Executives
employment with the Company terminates, for any reason, before his benefits
have vested, the Executive will not be entitled to any benefits hereunder.


 


Section 3.5                   Time of Benefit Payments:  Payment of Benefits under the Plan shall
commence when such benefits become payable pursuant to Section 3.3, or as soon
thereafter as administratively feasible.


 


Section 3.6                   Mental or Legal Incompetence:
The Company, in its sole discretion, may make distribution to the guardian or
other legal representative of the Executive or Spouse, if the Executive or
Spouse is determined by a court of proper jurisdiction to be mentally or
legally incompetent to receive such benefit distribution.  Any such distribution shall be in full and
complete satisfaction of any and all claims whatsoever by or on behalf of such
Executive under this Plan against the Company, the Plan Administrator, any
member of the Board, other Executives or officers of the Company, other
employees, shareholders and any other person acting on behalf of them.


 


Section 3.7                   Benefits Unfunded:  The benefits payable under the Plan shall be
paid by the Company and shall not be funded.


 


ARTICLE 4  -  MISCELLANEOUS


 


Section 4.1                   Amendment or Termination:  The Board, or the Compensation and Employee
Benefits Committee of the Board, shall have the right to amend this Plan from
time to time and to terminate this Plan at any time; provided, however, except
as provided in Section 3.2, no such action shall reduce the Executive’s Accrued
Benefit (defined for this purpose as the Life Annuity to which Executive would
be entitled as of the date of such action under Sections 2.11 and 3.1 and
adjusted, if


 


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necessary, to its Value Equivalent under Section 2.19)
or defer the time for paying such benefits under Section 3.3.


 


Section 4.2                   Company Liability: Nothing in
this Plan shall be construed to limit in any way the right of the Company to
terminate the employment of the Executive at any time; or to be evidence of any
agreement or understanding, express or implied, that the Company or any
affiliate company will employ the Executive in any particular position or at
any particular rate or remuneration or for any particular period of time.


 


Section 4.3                   Indemnification:  The Company shall indemnify and hold
harmless the Administrator, any member thereof and any Employee who may act on
behalf of the Company in the administration of this Plan from and against any
liability, loss, cost or expense (including reasonable attorneys’ fees)
incurred at any time as a result of or in connection with any claims, demands,
actions or causes of action of the Executive, any person claiming through or
under any of them, or any other person, party or authority claiming to have an
interest in this Plan or standing to act for any persons or groups having an
interest in this Plan, for or on account of, any of the acts or omissions (or
alleged acts or omissions) of the Administrator, any member thereof or any such
Employee, except to the extent resulting from such person’s willful misconduct.


 


Section 4.4                   Tax Effects:  The Company makes no warranties or
representations with regard to the tax effects or results of this Plan.  The Executive participating under this Plan
shall be deemed to have relied upon his own tax advisors with regard to such
effects.


 


Section 4.5                   No Assignment: Binding Effect:  Neither the Executive nor Spouse shall have
the right to alienate, assign, commute or otherwise encumber his benefit for
any purpose whatsoever, and any attempt to do so shall be disregarded
completely as null and void.  The
provisions of this Plan shall be binding on the Executive and on each person
who claims a benefit under him and on the Company.


 


Section 4.6                   Self-Interest:  The Executive shall not have any right to
vote or decide upon any matter related directly or indirectly to him or any
right to claim any benefit under this Plan.


 


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Section 4.7                   Construction:  This Plan shall be construed in accordance
with the laws of the State of Delaware. 
The headings and subheadings in this Plan have been inserted for
convenience of reference only and are to be ignored in construction of the
provisions of this Plan.  In the
construction of this Plan, the masculine shall include the feminine and the
singular the plural wherever appropriate.


 


IN WITNESS
WHEREOF, the Company has caused its duly authorized officers to execute and
seal this Plan as of this        day of April,
2003.


 


PLAN
SPONSOR:


 


	
  EURAMAX INTERNATIONAL Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


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