**Exhibit10.8**

** **

**RESTRICTED STOCK AGREEMENT**

**FOR THE**

**EURAMAX INTERNATIONAL, INC. 2003EQUITY 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 R. Scott Vansant (the“Grantee”), effective on the Closing Date (as defined in the Stock PurchaseAgreement, dated the date hereof, by and among Citigroup Venture Capital EquityPartners, L.P. and affiliates, the Company and the stockholders of the Companynamed therein (the “Stock Purchase Agreement”)) (the “Grant Date”), 2,041.00shares 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.

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### 2.             RestrictionPeriod.  Provided that Grantee hasnot voluntary terminated his or her employment with the Company, Grantee shallvest one hundred percent of the Award five years from the date of thisAgreement.  Immediately prior to aChange of Control or a Public Offering, all unvested shares of Restricted Stockshall immediately vest and the Restriction Period with respect to such sharesshall be accelerated as of the date of the Change of Control or the PublicOffering.

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### 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.

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### 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.

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

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### 6.             SecuritiesHolders Agreement.  Grantee acknowledgesand agrees that he is subject to the provisions of the Securities HoldersAgreement 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.

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### 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.

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### 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.

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### 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.

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### 11.           EffectiveTime.  This Agreement shall bedeemed effective as of the Closing without further action required on the partyof any party hereto.  If the Closingdoes not occur and the Stock Purchase Agreement is terminated, this Agreementshall have no force or effect and shall be deemed void ab initio.

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### 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 Proposed Treasury Regulation promulgated under Code Section 280G).

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### 13.           CertainAdditional Payments by the Company.

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#### a.             ExcessParachute Payment.  If the paymentsunder this Agreement either alone or in conjunction with any other payments orbenefits made available to the Grantee by the Company or an Affiliate (asdefined in the Plan) following a Change of Control (as defined in the Plan) ofthe Company result in the Grantee’s incurring the tax (the “Excise Tax”)imposed by Section 4999 of the Code on “excess parachute payments” within themeaning of Section 280G(b)(1) of the Code, the Company will pay to Grantee anadditional amount (the “Gross Up Payment”) necessary to reimburse Grantee on anafter-tax basis (including FICA, excise taxes, interest and penalties) for theExcise Tax.  In determining the amountof the Gross Up Payment, Grantee will be deemed to pay federal income taxes atthe highest marginal rate of federal income taxation in the calendar year inwhich the Gross Up Payment is to be made and state and local income taxes atthe highest marginal rates of taxation in the state and locality of

 

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Grantee’s residence in that same calendar year, net of the maximumreduction in federal income taxes that could be obtained from deduction of suchstate and local taxes.

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#### b.             TheGrantee agrees that he will not report any payments received from the Companyfollowing a Change of Control to the Internal Revenue Service (“IRS”) as beingsubject to the Excise Tax; provided that, if Grantee receives and provides tothe Company a written opinion from Grantee’s tax counsel or from an accountingfirm reasonably acceptable to the Company that it is substantially likely thatGrantee will be subject to a penalty unless he reports such payments as subjectto the Excise Tax, the Company shall within 30 days after the receipt of suchan opinion, either (i) promptly pay the amount of the Excise Tax and the GrossUp Payment as provided in Section 13(a) hereof prior to the time such ExciseTax is due to Grantee, which Excise Tax amount Grantee covenants to pay to theIRS within 10 days after Grantee’s receipt thereof from the Company, or (ii)provide Grantee with an opinion effective as of the time of Grantee’s filing ofhis return relating to such payments, addressed to Grantee from a tax advisoror counsel reasonably acceptable to Grantee, which provides that there is areasonable basis as defined in Treasury Regulation Section 1.6662-3(b)(3) forreporting the payments received by Grantee from the Company following a Changeof Control to the IRS as not being subject to the Excise Tax.  If the IRS challenges Grantee’s positionthat the payments are not subject to the Excise Tax, the Company has the right,in its sole discretion and at its sole expense and with the Grantee’sco-operation, to defend that position and negotiate, dispute or litigate withthe IRS in whatever forums the Company desires appropriate.  Any Gross Up Payment will only be made whensuch dispute is finally resolved or determined by final non-appealableauthority.

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### 14.           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.

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### 15.           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.

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

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[Signature pagecontinues on following page]

 

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|   | **R. SCOTT VANSANT**            |   |
|--------|---------------------------------|--------|
|   |                            |   |
|   |                            |   |
| Dated: | April 15, 2003                  |   | By: |   |   |
|   |                            |   |
|   |                            |   |
|   | **EURAMAX INTERNATIONAL, INC.** |   |
|   |                            |   |
|   |                            |   |
| Dated: | April 15, 2003                  |   | By: |   |   |
|        |                                 |        |  |  |  |  |  |

 

 

**[ATTACH COPY OF PLAN]**

 

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