Exhibit
10.15


 


EURAMAX
INTERNATIONAL, INC.


 


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


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, as an amendment, restatement and replacement of the Supplemental
Retirement Plan adopted for Executive by Euramax International P.L.C., dated
October 1, 1997 (the “P.L.C. SERP”). 
Executive acknowledges that the benefits provided hereunder are provided
in lieu of the benefits provided under the P.L.C. SERP and that by accepting
this SERP, he irrevocably waives any claim under the P.L.C. SERP.


 


ARTICLE 1  -  PURPOSE OF
PLAN


 


Section 1.1                                      Purpose:  The purpose of this Plan is to provide
supplemental retirement benefits to J. David Smith (“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 J. David Smith.


 


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.


 


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Section 2.15                                Plan
Year:  The calendar year.


 


Section 2.16                                Retirement
Date:  The first day of the month
coincident with or next following the date the Executive attains age 52 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.

  	
   

  



 


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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 62 and equal to
$190,000.  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

  	
   

  	
  100

  	
  %

  
	
  63

  	
   

  	
  100

  	
  %

  
	
  62

  	
   

  	
  100

  	
  %

  
	
  61

  	
   

  	
  100

  	
  %

  
	
  60

  	
   

  	
  100

  	
  %

  
	
  59

  	
   

  	
  96

  	
  %

  
	
  58

  	
   

  	
  92

  	
  %

  
	
  57

  	
   

  	
  87

  	
  %

  
	
  56

  	
   

  	
  83

  	
  %

  
	
  55

  	
   

  	
  79

  	
  %

  
	
  54

  	
   

  	
  50

  	
  %

  



 


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 52, 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


 


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of Total and Permanent Disability), will be payable 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, and based on the presumption that the day before his death, the
Executive began to receive a Fifty Percent (50%) Joint and Survivor Annuity,
and died on the following day.


 


(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 52, 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:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
  Accepted and agreed to
  this
                day of
                       ,
  2003

  
	
   

  
	
   

  
	
   

  	
   

  
	
  J. David Smith

  
									



 


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