**Exhibit10.10**

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**NON-QUALIFIEDSTOCK OPTION AGREEMENT**

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**FOR THE**

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**EURAMAXINTERNATIONAL, INC.**

** **

**2003EQUITY COMPENSATION PLAN**

 

ThisNon-Qualified Stock Option Agreement (the “Agreement”) consists of thefollowing: the Grant and Award Agreement (below) and an Exercise Noticedesignated 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, definesthe rights and obligations of the parties.

 

GRANT AND AWARD AGREEMENT

 

### 1.             Grantof 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 StockPurchase Agreement, dated the date hereof, by and among Citigroup VentureCapital Equity Partners, L.P. and affiliates, the Company and the stockholdersof the Company named therein (the “Stock Purchase Agreement”)) (the “GrantDate”), a stock option (the “Option”) to purchase up to[                          ]shares of Class A Common Stock of the Company (the “Option Shares”) at anexercise price of$[           ] per share(the “Exercise Price”).  The Option is anon-qualified stock option.

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### 2.             Exercisabilityand Termination of Option.

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a.             GeneralVesting Periods.  Subject to theother terms and provisions of this Agreement, the Option shall vest and beexercisable with respect to the indicated percentage of the total number ofOption 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                                                                                | %      |

 

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| 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 thisAgreement, the “Termination Date” shall be the date that is ten (10) yearsafter the Grant Date.

 

#### b.             ContinuousEmployment with the Company or any Subsidiary Required.  Except as provided otherwise inSection 2(c) hereof, and notwithstanding anything to the contrary inSection 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 theCompany or any Subsidiary.

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#### c.             Terminationof Employment.  Upon the Optioneeceasing 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 ofsuch termination of employment as to that percentage of the total number ofOption Shares with respect to which the Option was not vested and exercisablepursuant to Section 2(a) hereof as of such date.  With respect to the portion of the Option that is not soterminated (the “Vested Portion of the Option”), the Option shall beexercisable and shall terminate following such termination of employment ashereinafter provided in this Section 2(c).

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(i)            Terminationof Employment Other Than Due to Death or Disability or Termination for Cause orInvoluntary Termination.  If theOptionee during his life ceases to be an employee of the Company or anySubsidiary 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 beexercisable until the earlier of (A) the date which is three (3) months afterthe date of such termination of employment, or (B) the Termination Date,whereupon the Vested Portion of the Option shall cease to be exercisable andshall terminate.  The Company shalldetermine in its sole and absolute discretion the date of the Optionee’stermination of employment.

 

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

 

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

 

(iv)          SpecialLimitations on Manner for Exercising Option Following Termination of Employment.  Following the Optionee’s termination ofemployment, and notwithstanding anything to the contrary herein, the Optionee(or, upon Optionee’s death, the Optionee’s transferee) shall be permitted toexercise the Vested Portion of the Option only one (1) time followingtermination of employment.  Upon theexercise of all or any portion of the Vested Portion of the Option followingtermination of employment, the Vested Portion of the Option shall thereafterterminate and cease to be exercisable.

 

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

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### 4.             Mannerof Exercise.

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###### (A)          TheOption shall be exercised by delivery of an exercise notice in the formattached hereto as Exhibit A (the “Exercise Notice”) which shall stateOptionee’s election to exercise the Option, the number of shares with respectto which the Option is being exercised, and such other representations andagreements as may be required by the Company and contained in the ExerciseNotice.  The Exercise Notice shall beaccompanied by payment of the aggregate Exercise Price as to all exercisedshares.  The Option shall be deemed tobe exercised upon receipt by the Company of such fully-executed Exercise Noticeaccompanied by the aggregate Exercise Price. The Exercise Notice shall be irrevocable once given.

######  

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

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###### (C)           SecuritiesHolders Agreement.  A condition toexercise of the Option shall be the Optionee executing a joinder to theSecurities Holders Agreement, to the extent the Optionee is not a party to theSecurities Holders Agreement, satisfactory in form and substance to theCompany.

 

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### 5.             RestrictiveLegends and Stop-Transfer Orders.

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###### (A)          Legends.  Certificates evidencing the Option Sharesshall bear such legends as the Committee may determine appropriate inaccordance with the terms of this Agreement and the Securities HoldersAgreement.

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###### (B)           Stop-TransferOrders.  Optionee agrees that, inorder to ensure compliance with the restrictions referred to herein, theCompany may issue appropriate “stop transfer” instructions to its transferagent, if any, and that, if the Company transfers its own securities, it maymake appropriate notations to the same effect in its own records.

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###### (C)           Refusalto Transfer.  The Company shall notbe required (i) to transfer on its books any Shares that have been sold orotherwise transferred in violation of any of the provisions of the ExerciseNotice or (ii) to treat as owner of such Shares or to accord the right to voteor pay dividends to any purchaser or other transferee to whom such Shares shallhave been so transferred or as to which the Company has not received notice.

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### 6.             Issuanceof Certificates.  As promptly as isreasonably practicable after the exercise of the Option as determined by theCompany, a certificate for the shares of Class A Common Stock issuable on theexercise of the Option shall be delivered to Optionee or to his personalrepresentative, heir or legatee.

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### 7.             Transferability.

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###### (A)          TheOption may not be transferred or assigned by Optionee except by will or thelaws of descent and distribution or be exercised other than by Optionee or, inthe case of his death, by his personal representative, heir or legatee.

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###### (B)           Theshares acquired upon the exercise of the Option may not be transferred exceptin accordance with the terms of the Securities Holders Agreement.

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### 8.             Taxes.     Optionee shall be responsible to makeappropriate provision for all taxes required to be withheld in connection withany Option, the exercise thereof and the transfer of the shares of Class ACommon Stock.  Such responsibility shallextend to all applicable federal, state, local or foreign withholdingtaxes.  The Company shall have the rightto retain the number of shares of Class A Common Stock whose aggregate FairMarket Value equals the amount to be withheld in satisfaction of the applicablewithholding taxes.

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### 9.             RightsPrior to Exercise.  Neither Optioneenor his personal representative, heir or legatee shall have any of the rightsof a stockholder with respect to any Class A Common Stock until the date of theissuance to him or her of a certificate for such Class A Common Stock asprovided herein.

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### 10.           Optionee’sRepresentations and Warranties.  Byexecution of this Agreement, Optionee represents and warrants to the Company asfollows:

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#### a.             Optioneeis accepting this Option solely for Optionee’s own account for investment andnot with a view to or for sale or distribution of the Option or the

 

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Option shares and not with any present intention of selling, offeringto sell, or otherwise disposing of or distributing the Option or the OptionShares.  The entire legal and beneficialinterest of the Option herein accepted is for and will be held for the accountof the Optionee only and neither in whole nor part for any other person.

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#### b.             Optioneeis 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 andreviewed the information Optionee deems necessary and appropriate to enable anevaluation of the advisability of entering into this Agreement.

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#### c.             Optioneeacknowledges that the Option and Option Shares are to be granted or issued andsold to Optionee without registration in reliance upon certain exemptions underthe Securities Act, and in reliance upon certain exemptions from registrationrequirements under applicable state securities laws.

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#### d.             Optioneewill make no transfer or assignment of any of the Option Shares except incompliance with the Securities Act, or any other applicable securitieslaws.  Optionee consents and agrees thata legend to such effect may be affixed to the certificate or certificatesrepresenting the Option Shares issued to Optionee.

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#### e.             Optioneeis aware that no federal or state agency has made the recommendation orendorsement of the Option Shares or any finding or determination as to thefairness of the investment in such Option Shares.

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#### f.              Optioneehas full legal power and authority to execute and deliver and to performOptionee’s obligations under this Agreement, and such execution, delivery andperformance with not violate any agreement, contract, law, rule, decree orother legal restriction by which Optionee is bound.

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#### g.             Optioneeacknowledges and understands that this Agreement is not designed to comply withSection 422 of the Code.  Optioneefurther understands that the Company makes no warranties or representationsregarding the impact the Option or the exercise of the Option will have onOptionee’s federal or particular state income tax liabilities.

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The Company may requirethat the Optionee provide it with a certificate at the time of exercise of thisOption confirming that the representations and warranties set forth in thisSection 10 are true and correct as of the date of exercise or with such otherdocuments or instruments as may be necessary or desirable in order to establishthat the issuance is exempt from registration under or to company with therequirements of all federal and applicable state securities laws.

 

### 11.           Amendments.  The Committee may from time to time amendthe terms of this Agreement to the extent it deems appropriate to carry out theterms and provisions of the Plan; provided that any amendment adverse toOptionee shall be effective only if consented to by Optionee in writing.

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### 12.           Interpretationof Agreement and Plan.  TheCommittee shall have sole power to interpret and construe any provisions ofthis Agreement or the Plan.  Any suchinterpretation or construction made by the Committee shall be final andconclusive and, insofar

 

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as possible, shall be consistent with the requirements of anon-qualified stock option.  In theevent of any differences between the provisions of this Agreement and the termsof the Plan, the terms of the Plan will control.  A copy of the most recent version of the Plan is attached heretoas Exhibit B.  Any terms used herein andnot defined shall have the meanings ascribed to them in the Plan.

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### 13.           OptionNot to Affect Employment or Service. The Option granted hereunder shall not confer upon Optionee any right tocontinue in the employment or service of the Company, its Subsidiaries orAffiliates.

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### 14.           Miscellaneous.  The captions of this Agreement are not partof the provisions hereof and shall have no force or effect.  All capitalized terms not defined in thisAgreement shall have the meaning set forth in the Plan unless the contextclearly requires an alternative meaning. The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement.

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### 15.           SecuritiesLaws.  The Committee may from timeto time impose any conditions on the exercise of the Option as it deemsnecessary or advisable to ensure that all rights granted under the Plan satisfythe requirements of applicable securities laws.  Such conditions may include, without limitation, the partial orcomplete suspension of the right to exercise the Option or trade the sharesissued upon exercise.

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

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###### (A)                              Ifto Optionee, to the home address of the Optionee as shown on the Company’srecords.

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###### (B)                                Ifto the Company, to:

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Euramax International,Inc.  5445 Triangle Parkway, Suite 350Norcross, Georgia 30092Attn:  Chief Executive Officer

 

Anyparty may, by notice given in compliance with this Section, change its addressfor all subsequent notices.  Notice byeither party shall be deemed sufficient if signed by such party’s counsel andalso, in the case of the Company, by any of the Company’s officers, ifotherwise given in compliance with this Section.

 

### 17.           Adjustmentsfor Changes in Capital Structure. If there shall be any change in the Class A Common Stock of the Companythrough merger, consolidation, reorganization, recapitalization, stockdividend, stock split, combination or exchange of shares, or the like, therestrictions contained in this Agreement shall apply with equal force toadditional

 

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

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### 18.           EffectiveTime.  This Agreement shall beeffective 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 StockPurchase Agreement is terminated, this Agreement shall have no force or effectand shall be deemed void ab initio.

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### 19.           RequiredApproval.  The obligations of theCompany hereunder are contingent upon approval of this Agreement by more than75% of the voting power of the Company’s outstanding stock (as determined underSection 280G(b)(5)(B)(i) of the Internal Revenue Code of 1986, as amended (the“Code”) and the Proposed Treasury Regulations promulgated under Code Section280G).

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### 20.           EntireAgreement.  This Agreementconstitutes the entire agreement of the parties with respect to the subjectmatter hereof.  This Agreementsupersedes all prior discussions, negotiations, understandings, commitments andagreements with respect to such matters.

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### 21.           GoverningLaw.  To the extent not preempted byfederal law, this Agreement shall be governed by and construed in accordancewith the laws of the State of Delaware without reference to rules relating toconflict of laws.

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[Signature pagecontinues on following page]

 

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|   | EURAMAX  INTERNATIONAL, INC. |
|--------|------------------------------|
|   |                         |
|   |                         |
| Dated: |                         |   | By: |   |   |
|   |                         |
|   |                         |
|   | [Name of  Optionee]          |
|   |                         |
|   |                         |
| Dated: |                         |   |   |   |

 

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**Exhibit A**

 

**EXERCISE NOTICE**

** **

**FOR**

 

**EURAMAXINTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN**

 

 

Euramax International,Inc.

5445 Triangle Parkway,Suite 350Norcross, 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 OptionAgreement dated                                  (the “Option Agreement”).

##  

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

##  

## 3.             Representations of Optionee.  Optionee acknowledges that Optionee hasreceived, read and understood the Plan and the Option Agreement and agrees toabide by and be bound by their terms and conditions.

##  

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

##  

## 5.             Terms of the Plan and the OptionAgreement Govern.  Optioneespecifically acknowledges that the Option and any Shares acquired upon exerciseof the Option are subject to all of the terms and conditions of the Plan andthe Option Agreement.

##  

## 6.             Tax Consultation.  Optionee understands that Optionee maysuffer adverse tax consequences as a result of Optionee’s purchase ordisposition of the Shares.  Optioneerepresents that Optionee has consulted with all tax consultants Optionee deemsadvisable in

 

A-1

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

##  

## 7.             Entire Agreement.  The Plan and Option Agreement areincorporated herein by reference. Unless otherwise defined herein, the terms contained in the ExerciseNotice shall have the same meaning as defined in the Plan and/or the OptionAgreement.  This Exercise Notice, thePlan, and the Option Agreement (and the Exhibits thereto) constitute the entireagreement of the parties with respect to the subject matter hereof andsupersede in their entirety all prior undertakings and agreements of theCompany and Optionee with respect to the subject matter hereof, and may not bemodified adversely to Optionee’s interest except by means of a writing signedby the Company and Optionee.  In theevent of a conflict between the terms and conditions of this Exercise Noticeand the Plan, the terms and conditions of the Plan shall prevail.

 

 
| Submitted by: | Accepted by:                 |
|---------------|------------------------------|
|          |                         |
|          | EURAMAX INTERNATIONAL,  INC. |
|          |                         |
|          |                         |
|          |                         | By: |   |   |
|               |                              |  |  |  |

 

A-2

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**ExhibitB**

 

 

[attach copy of plan]

 

 

B-1

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