**Exhibit10.9**

 

Execution Copy

 

 

**RESTRICTED STOCK AGREEMENT**

**FOR THE**

**EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN**

 

### 1.             Grantof Restricted Stock.  Subject to therestrictions contained in this agreement (the “Agreement”), and in the EuramaxInternational, Inc. 2003 Equity Compensation Plan (the “Plan”), EuramaxInternational, Inc. (the “Company”) hereby grants to[                    ](the “Grantee”), effective on 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”), [                    ]shares of Class A Common Stock (“Restricted Stock”).  All capitalized terms not defined in this Agreement shall havethe meaning set forth in the Plan unless the context clearly requires analternative meaning.

### 2.             RestrictionPeriod.  Provided that Grantee hasnot voluntary terminated his or her employment with the Company, Grantee shallvest one hundred percent of the Award on January 2, 2008.  Immediately prior to a Change of Control ora Public Offering, all unvested shares of Restricted Stock shall immediatelyvest and the Restriction Period with respect to such shares shall beaccelerated immediately prior to the effectiveness of the Change of Control orthe Public Offering.

### 3.             Terminationof Employment.  If the Granteevoluntary terminates his or her employment, the Grantee will forfeit anyunvested shares of Restricted Stock.  Ifthe Grantee’s employment is terminated for any reason, including death orDisability, other than the voluntary termination of the Grantee, all unvestedshares of Restricted Stock shall immediately vest and the Restriction Periodwith respect to such shares shall be accelerated as of the date of theGrantee’s death, Disability or other non-voluntary termination.

### 4.             Non-Transferabilityof Award.  The Grantee may nottransfer any unvested shares of Restricted Stock acquired pursuant to thisAward except by will or the laws of descent and distribution.  Following any such transfer, the terms ofthe grant shall remain the same except that the transferee shall be consideredthe Grantee.  The transferability ofsuch shares shall also be limited by the Securities Holders Agreement.  A Grantee wishing to sell, encumber orotherwise dispose of vested shares of Class A Common Stock (or shares of CommonStock into which such shares of Class A Common Stock have been converted) maytransfer such shares only as permitted by the terms of the Securities HoldersAgreement.

### 5.             Rightto Receive Dividends.  The Granteewill have the right to receive any dividends or other distributions paid onunvested shares of Restricted Stock.

### 6.             SecuritiesHolders Agreement.  Granteeacknowledges and agrees that he is subject to the provisions of the SecuritiesHolders Agreement with respect to the Restricted Stock granted herein.

 

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### 7.             Withholding.  The Company’s obligation to deliver thecertificate(s) representing the shares of Restricted Stock shall be subject tothe satisfaction of applicable federal, state and local tax withholdingrequirements.  Grantee may either tendercash payment to the Company in an amount equal to the required withholding orauthorize the Company to withhold shares otherwise issuable to Grantee with aFair Market Value equal to the required withholding.

### 8.             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 to theGrantee shall be effective only if consented to by the Grantee in writing.

### 9.             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 and bindingon all parties.  In the event of anydifferences between the provisions of this Agreement and the terms of the Plan,the terms of the Plan will control.  Acopy of the most recent version of the Plan is attached hereto.

### 10.           GrantNot to Affect Employment.  Theshares of Restricted Stock granted hereunder shall not confer upon Grantee anyright to continue in the employment of the Company.

### 11.           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.

### 12.           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).

### 13.           Miscellaneous.  The captions of this Agreement are not partof the provisions hereof and shall have no force or effect.  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement.

### 14.           SecuritiesLaws.  The Committee may from timeto time impose any conditions on the shares of Restricted Stock as it deemsnecessary or advisable to ensure that all rights granted under the Plan satisfythe requirements of applicable securities laws.

### 15.           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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### 16.           GoverningLaw.  To the extent not preempted byfederal law, this Agreement shall be governed by and construed in accordancewith the laws of State of Delaware.

 

 
|                         | [**NAME OF GRANTEE**]            |
|------------------------------|----------------------------------|
|                         |                             |   |
|                         |                             |   |
| Dated:  April  15, 2003 |                             |   |
|                         |                             |   |
|                         | **EURAMAX  INTERNATIONAL, INC.** |
|                         |                             |   |
|                         |                             |   |
| Dated:  April  15, 2003 | By:                              |   |

 

 

**[Attach Copy of Plan]**

 

 

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