**Exhibit10.5**

 

Execution Copy

 

**EURAMAX INTERNATIONAL, INC.**

 

**2003 EQUITY COMPENSATION PLAN**

 

# **1.             Purpose of the Plan**

 

The purpose of thePlan is to assist the Company in attracting and retaining valued employees byoffering them a greater stake in the Company’s success and a closer identitywith it, and to encourage ownership of the Company’s stock by such employees.

 

# **2.             Definitions**

 

## 2.1           “Act” means the Securities ExchangeAct of 1934, as amended.

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## 2.2           “Affiliate” means with respect to anyperson or entity, any other person or entity directly or indirectlycontrolling, controlled by or under common control with such person or entity.

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## 2.3           “Award” means an award of Options orRestricted Stock or any combination thereof.

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## 2.4           “Award Share” means any share ofCommon Stock purchased upon the exercise of an Option or issued pursuant to anAward of Restricted Stock.

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## 2.5           “Board” means the Board of Directorsof the Company.

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## 2.6           “Cause” means:

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### (a)           conviction of, pleading guilty to, orconfessing to any felony;

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### (b)           the Optionee’s act or acts amountingto moral turpitude which are materially detrimental to the Company;

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### (c)           the Optionee’s fraud or embezzlementof funds or property of the Company or any Subsidiary;

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### (d)           chronic drug or alcohol abuse causingthe Company or any Subsidiary substantial public disgrace or disrepute oreconomic harm; or

 

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### (e)           the Optionee’s substantial andrepeated failure to perform duties as reasonably directed by the Board

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and when such failure or act set forth in the preceding subparagraphs(a) through (e) is capable of remedy, such failure or act is not remediedwithin fifteen business days after written notice of such failure is given tothe Employee by the Company.  Forpurposes of this Section, a resignation by the Optionee in anticipation oftermination for Cause shall constitute a termination for Cause.  For these purposes, the Company shalldetermine in its sole and absolute discretion whether the Optionee’stermination of employment was the termination for Cause and the effective dateof voluntary termination for Cause.

 

## 2.7           “Change of Control” shall mean,following the effective date of this Plan, the occurrence of any of thefollowing events:

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### (a)           the acquisition in one or moretransactions by any “Person” (as such term is used for purposes of Section13(d) or Section 14(d) of the Act) but excluding, for this purpose, the Companyor its Subsidiaries, any employee benefit plan of the Company or itsSubsidiaries or any stockholder on the date hereof owning 5% of the CommonStock or any Affiliate of such stockholder, of “Beneficial Ownership” (withinthe meaning of Rule 13d-3 under the Act) of fifty percent (50%) or more of thecombined voting power of the Company’s then outstanding voting securities (the“Voting Securities”);

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### (b)           the individuals who, as of theeffective date of the Plan, constitute the Board (the “Incumbent Board”) ceasefor any reason to constitute at least a majority of the Board; provided,however, that if the election, or nomination for election by the Company’s stockholders,of any new director was approved by a vote of at least a majority of theIncumbent Board, such new director shall be considered as a member of theIncumbent Board, and provided further that any reductions in the size of theBoard that are instituted voluntarily by the Incumbent Board shall notconstitute a Change of Control, and after any such reduction the “IncumbentBoard” shall mean the Board as so reduced;

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### (c)           a merger or consolidation involvingthe Company if the stockholders of the Company or their Affiliates, immediatelybefore such merger or consolidation, do not own, directly or indirectly,immediately following such merger or consolidation, more than fifty percent(50%)****ofthe combined voting power of the outstanding Voting Securities of thecorporation resulting from such merger or consolidation;

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### (d)           a complete liquidation or dissolutionof the Company or a sale or other disposition of all or substantially all ofthe assets of the Company; or

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### (e)           acceptance by stockholders of the Companyor their Affiliates of shares in a share exchange if the stockholders of theCompany, immediately before such share exchange, do not own, directly orindirectly, immediately following such share exchange, more

 

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than fifty percent (50%) of the combined voting power of theoutstanding Voting Securities of the corporation resulting from such shareexchange.

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## 2.8           “Code” means the Internal RevenueCode of 1986, as amended.

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## 2.9           “Committee” means the committeedesignated by the Board to administer the Plan under Section 4.  The Committee shall have at least twomembers, each of whom shall be a “non-employee director” as defined in Rule16b-3 under the Act and an “outside director” as defined in Section 162(m) ofthe Code and the regulations thereunder.

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## 2.10         “Common Stock” means the Class A commonstock of the Company, par value $1.00 per share, or such other class or kind ofshares or other securities resulting from the application of Section 9.

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## 2.11         “Company” means Euramax International,Inc., a Delaware corporation, or any successor corporation.

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## 2.12         “Director” means a member of the Boardwho is not an Employee.

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## 2.13         “Disability”means a medically determinable disability arising from illness or accident,that (1) renders Executive incapable of performing the duties normallyassociated with his position with the Company or any similar position with theCompany for which he is qualified by skill and experience and (2) is reasonablyexpected to either be permanent or to be of indefinite duration extending formore than 180 days.  Disability shall bedetermined on the basis of medical evidence provided to the Board, which isreasonably satisfactory to the Board. The Board, in its discretion, may rely upon a report of Executive’spersonal physician certifying that Executive is disabled within the meaning ofthis Section or may require the report of an independent physician selected bythe Board.

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## 2.14         “Employee” means an officer or otherkey employee of the Company, its Subsidiary or an Affiliate, including anymember of the Board who is such an employee.

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## 2.15         “Fair Market Value” means, on any givendate:

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### (a)           if the Common Stock is listed on anestablished stock exchange or exchanges, the closing price of Common Stock onthe principal exchange on which it is traded on such date, or if no sale wasmade on such date on such principal exchange, on the last preceding day onwhich the Common Stock was traded;

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### (b)           if the Common Stock is not thenlisted on an exchange, but is quoted on NASDAQ or a similar quotation system,the closing price per share for the Common Stock as quoted on NASDAQ or similarquotation system on such date;

 

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### (c)           if the Common Stock is not thenlisted on an exchange or quoted on NASDAQ or a similar quotation system, thevalue, as determined in good faith by the Committee.

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## 2.16         “Non-Qualified Stock Option” means anOption not intended to be an Incentive Stock Option, and designated as a Non-QualifiedStock Option by the Committee.

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## 2.17         “Option” means the right, granted fromtime to time under the Plan, to purchase Common Stock for a specified period oftime at a stated price.  An Option maybe a Non-Qualified Stock Option.

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## 2.18         “Participant” means an Employee who isdesignated by the Committee as eligible to participate in the Plan and whoreceives an Award under this Plan.

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## 2.19         “Plan” means the Euramax International,Inc. 2003 Equity Compensation Plan herein set forth, as amended from time totime.

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## 2.20         “Public Offering” means a successfullycompleted underwritten public offering (other than a (1) a Unit Offering, ashereinafter defined or (2) a Special Registration Statement, as hereinafterdefined) pursuant to an effective registration statement under the SecuritiesAct in respect of the offer and sale of shares of Common Stock for the accountof the Company resulting in aggregate gross proceeds to the Company and allstockholders selling shares in such offering of not less than Fifty MillionDollars ($50,000,000).

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## 2.21         “Restricted Stock” means Common Stockawarded by the Committee under Section 7 of the Plan.

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## 2.22         “Restriction Period” means the periodduring which Restricted Stock awarded under the Plan is subject to forfeiture.

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## 2.23         “Section 162(m) Participant” means anykey employee designated by the Committee as a key employee whose compensationfor the fiscal year in which the key employee is so designated or a futurefiscal year may be subject to the limit on deductible compensation imposed bySection 162(m) of the Code.

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## 2.24         “Securities Act” means the SecuritiesAct of 1933, as amended.

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## 2.25         “Securities Holders Agreement” meansthat Agreement by and among the Company and the holders specified therein,dated April 15, 2003.

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## 2.26         “Special Registration Statement” means(i) a registration statement on Forms S-8 or S-4 or any similar or successorform or any other registration statement relating to

 

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an exchange offer or an offering of securities solely to the Company’semployees or stockholders or (ii) a registration statement registering a UnitOffering.

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## 2.27         “Subsidiary” means any corporation(other than the Company) in an unbroken chain of corporations beginning withthe Company (or any subsequent parent of the Company) if each of thecorporations other than the last corporation in the unbroken chain owns stockpossessing 50 percent or more of the total combined voting power of all classesof stock in one of the other corporations in such chain.

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## 2.28         “Unit Offering” means an underwrittenpublic offering of a combination of debt securities and Common Stock (orwarrants or exchange rights to purchase Common Stock) of the Company in whichnot more than fifteen percent (15%) of the gross proceeds received for the saleof such securities is attributed to Common Stock.

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# **3.             Eligibility**

 

Any Employee whois designated by the Committee as eligible to participate in the Plan shall beeligible to receive an Award under the Plan.

 

# **4.             Administration**

 

## 4.1           Members of the Committee shall beappointed by and hold office at the pleasure of the Board.  Committee members may resign at any time bydelivering written notice to the Board. Vacancies in the Committee may be filled by the Board.

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## 4.2           The Plan shall be administered by theCommittee, which shall have full power to interpret and administer the Plan,and full authority to act in selecting the eligible Employees to whom Awardsmay be granted, in determining the times at which such Awards may be granted,in determining the time and the manner in which Options may be exercised, indetermining the type and amount of Awards that may be granted, in determiningthe terms and conditions of Awards that may be granted under the Plan and theterms of agreements which will be entered into with Participants.  Such agreements may include provisions onthe Company’s right to purchase any Common Stock issued to the Participantunder the Plan upon the termination of the Participant’s service.  The Committee also shall have the power toestablish different terms and conditions with respect to (i) the various typesof Awards granted under the Plan, and (ii) the granting of the same type ofAward to different Participants (regardless of whether the Awards are granted atthe same time or at different times).

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## 4.3           The Committee’s powers shall include,but not be limited to, the power to determine whether, to what extent and underwhat circumstances an Award is made and operates on a tandem basis with otherAwards made hereunder and to grant Awards.

 

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## 4.4           The Committee shall have the power toadopt regulations for carrying out the Plan and to make changes in suchregulations as it shall, from time to time, deem advisable.  The Committee shall have the full and finalauthority in its sole discretion to interpret the provisions of the Plan and todecide all questions of fact arising in the application of the Plan’sprovisions, and to make all determinations necessary or advisable for theadministration of the Plan.  Anyinterpretation by the Committee of the terms and provisions of the Plan and theadministration thereof, and all action taken by the Committee, shall be final,binding, and conclusive for all purposes and upon all Participants.

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## 4.5           Members of the Committee shallreceive such compensation for their services as may be determined by theBoard.  All expenses and liabilitieswhich members of the Committee incur in connection with the administration ofthe Plan shall be paid by the Company. The Committee may, with the approval of the Board, employ attorneys,consultants, accountants and other service providers.  The Committee, the Board, the Company and the Company’s officersshall be entitled to rely upon the advice and opinions of any such person.  No member of the Committee or the Boardshall be personally liable for any action, determination or interpretation madewith respect to the Plan and all members of the Committee and the Board shallbe fully protected by the Company in respect of any such action, determinationor interpretation in the manner provided in the Company’s bylaws.

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# **5.             Shares of Stock Subject to thePlan**

 

## 5.1           Subject to adjustment as provided inSection 9, the total number of shares of Common Stock available for Awardsunder the Plan shall be 35,719.6 shares of which (i) 26,150 shares shall beavailable for Options and (ii) 9,569.6 shares shall be available for RestrictedStock.

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## 5.2           Any shares issued hereunder mayconsist, in whole or in part, of authorized and unissued shares or treasuryshares.  Any shares issued by theCompany through the assumption or substitution of outstanding grants from anacquired company shall not reduce the number of shares of Common Stockavailable for Awards under the Plan.  Ifany shares subject to any Award granted hereunder are forfeited or such Awardotherwise terminates without the issuance of such shares, the shares subject tosuch Award, to the extent of any such forfeiture or termination, may bereissued at the discretion of the Committee. In making any such reissuances, priority consideration will be given toissuances to replacements of departed employees whose options were so forfeitedor terminated.

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# **6.             Options**

 

The grant ofOptions shall be subject to the following terms and conditions:

 

## 6.1           Option Grants:  Any Option granted under the Plan shall beevidenced by a written agreement executed by the Company and the Participant,which agreement shall

 

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conform to the requirements of the Plan and may contain such otherprovisions not inconsistent with the terms of the Plan as the Committee shalldeem advisable.

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## 6.2           Number of Shares:  The Committee shall specify the number ofshares of Common Stock subject to each Option.

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## 6.3           Option Price:  The price per share at which Common Stockmay be purchased upon exercise of an Option shall be as determined by theCommittee, provided that such price shall not be less than 100% of the FairMarket Value on the date of grant in the case of a Non-Qualified Stock Option.

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## 6.4           Term of Option and Vesting:  The Committee shall specify when an Optionmay be exercisable and the terms and conditions applicable thereto.  The term of an Option shall in no event begreater than 10 years.

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## 6.5           Exercise of Option and Payment ofOption Price:  An Option may beexercised only for a whole number of shares of Common Stock.  The Committee shall establish the time andthe manner in which an Option may be exercised.  The option price of the shares of Common Stock received upon theexercise of an Option shall be paid in full in cash at the time of the exerciseor, with the consent of the Committee, in whole or in part in shares of CommonStock held by the Participant for at least 6 months and valued at their FairMarket Value on the date of exercise.

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## 6.6           Termination:  The effect of a Participant’s terminationshall be provided for in the applicable Non-Qualified Stock Option Agreement.

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# **7.             Restricted Stock**

 

An Award ofRestricted Stock is a grant by the Company of a specified number of shares ofCommon Stock to the Participant, which shares are subject to forfeiture uponthe happening of specified events.  Agrant of Restricted Stock shall be subject to the following terms andconditions:

 

## 7.1           Grant of Restricted Stock Award.  Any Restricted Stock granted under the Planshall be evidenced by a written agreement executed by the Company and theParticipant, which agreement shall conform to the requirements of the Plan, andshall specify (i) the number of shares of Common Stock subject to the Award,(ii) the Restriction Period applicable to the Award and (iii) the events thatwill give rise to a forfeiture of the Award. The agreement may contain such other provisions not inconsistent withthe terms of the Plan as the Committee shall deem advisable.

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## 7.2           Delivery of Restricted Stock.  Upon determination of the number of sharesof Restricted Stock to be granted to the Participant, the Committee shalldirect that a certificate

 

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or certificates representing the number of shares of Common Stock beissued to the Participant with the Participant designated as the registeredowner.  The certificate(s) representingsuch shares shall be legended as to restrictions on the sale, transfer,assignment, or pledge of the Restricted Stock during the Restriction Period anddeposited by the Participant, together with a stock power endorsed in blank,with the Company.

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## 7.3           Dividend and Voting Rights.  Unless otherwise determined by theCommittee, during the Restriction Period, the Participant shall have all of therights of a stockholder, including the right to vote the shares of RestrictedStock and receive dividends and other distributions, provided thatdistributions in the form of Common Stock shall be subject to the samerestrictions as the underlying Restricted Stock.

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## 7.4           Receipt of Common Stock.  At the end of the Restriction Period, theCommittee shall determine, in light of the terms and conditions set forth inthe Restricted Stock agreement, the number of shares of Restricted Stock withrespect to which the restrictions imposed hereunder shall lapse.  The Restricted Stock with respect to whichthe restrictions shall lapse shall be converted to unrestricted Common Stock bythe removal of the restrictive legends from the Restricted Stock.  Thereafter, Common Stock equal to the numberof shares of the Restricted Stock with respect to which the restrictionshereunder shall lapse shall be delivered to the Participant (or, whereappropriate, the Participant’s legal representative).

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## 7.5           Termination:  The effect of a Participant’s terminationshall be provided for in the applicable Restricted Stock Agreement.

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# **8.             Deferral Election**

 

Notwithstandingany provision of the Plan to the contrary, any Participant may elect, with theconcurrence of the Committee and consistent with any rules and regulationsestablished by the Committee, to defer to a specified date the receipt ofRestricted Stock that the Participant would otherwise be entitled to receivepursuant to an Award.  Notwithstandingsuch an election, the Committee may distribute the Restricted Stock deferred byall Participants pursuant to this Section 8 if the Committee determines, in itsdiscretion, that the continued deferral of Common Stock hereunder is no longerin the best interest of the Company.

 

# **9.             Adjustments upon Changes inCapitalization**

 

In the event of areorganization, recapitalization, stock split, spin-off, split-off, split-up,stock dividend, issuance of stock rights, combination of shares, merger,consolidation or any other change in the corporate structure of the Companyaffecting Common Stock, or any distribution to stockholders other than a cashdividend, the Committee shall make appropriate equitable adjustment in thenumber and kind of shares authorized for use under the Plan and any equitableadjustments to outstanding Awards as it determines appropriate.  The adjustments to outstanding Awards shallinclude, without limitation, the number of shares covered, the respectiveprices and

 

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limitations applicable to the outstanding Awards.  No fractional shares of Common Stock shallbe issued pursuant to such an adjustment. The Fair Market Value of anyfractional shares resulting from adjustments pursuant to this Section shall,where appropriate, be paid in cash to the Participant.  The determinations and adjustments made bythe Committee pursuant to this Section 9 shall be conclusive.

 

Except asexpressly provided herein, in the applicable Restricted Stock Agreement or inthe applicable Non-Qualified Stock Option Agreement, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of any Award.  No adjustments shall be made with respect to any Award fordividends paid in cash or property other than securities of the Company.

 

# **10.          Change Of Control of the Company**

 

## 10.1         Options.  With respect to all Options that areunexercised and outstanding, immediately prior to a Change of Control, suchOptions shall become immediately and fully vested and exercisable.  In furtherance of the foregoing, theCommittee may, in its sole discretion, provide for one or more of thefollowing:

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### (a)           such Options shall be canceled inexchange for a cash payment in an amount equal to the excess, if any, of theFair Market Value of the Common Stock underlying an Option (to the extent suchOption is exercisable at such time) as of the date of the Change of Control overthe exercise price of the Option; and/or

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### (b)           such Options shall be terminatedimmediately prior to the Change of Control, provided that the Participant failsto exercise the Option (to the extent such Option is exercisable at such time)within a specified period (of at least seven days) following the Participant’sreceipt of a written notice of such Change of Control and of the Company’sintention to terminate the Option prior to such Change of Control; and/or

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### (c)           such Options shall be assumed by thesuccessor corporation, and shall be substituted with options involving thecommon stock of the successor corporation with equivalent value and with theterms and conditions of the substituted options being no less favorable thanthe Options granted by the Company.

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## 10.2         Restricted Stock Awards.  With respect to Restricted Stock Awards thatare outstanding, immediately prior to a Change of Control, all such RestrictedStock Awards shall become fully vested.

 

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# **11.          Effective Date, Termination andAmendment**

 

The Plan shallbecome effective on the date it is approved by the Board. ** **ThePlan shall remain in full force and effect until the earlier of 10 years fromthe date of its adoption by the Board, or the date it is terminated by theBoard.  The Board shall have the powerto amend, suspend or terminate the Plan at any time, provided that no suchamendment shall be made without stockholder approval to the extent suchapproval is required under Code §422, Code §162(m), the rules of a stockexchange or NASDAQ or any other applicable law.  Suspension or termination of the Plan pursuant to this Section 11shall not affect Awards outstanding under the Plan at the time of suspension ortermination.  Notwithstanding the thirdsentence of this Section 11, no amendment can be made that adversely affectsthe rights under an outstanding Award without the consent of the holder of theAward.

 

# **12.          Transferability**

 

Except as providedbelow, Awards may not be pledged, assigned or transferred for any reason duringthe Participant’s lifetime, and any attempt to do so shall be void.  The Committee may grant Awards that aretransferable by the Participant during his lifetime, but such Awards shall betransferable only to the extent specifically provided in the agreement enteredinto with the Participant.  Thetransferee of the Participant shall, in all cases, be subject to the provisionsof the agreement between the Company and the Participant.  The rights of the transferee shall be nogreater than the rights that would be acquired by the Participant’s estate ifthe Participant were to die prior to the transfer of the Award.

 

# **13.          General Provisions**

 

## 13.1         No Employment or Service Rights.  Nothing contained in the Plan, or any Awardgranted pursuant to the Plan, shall confer upon any Employee any right withrespect to continued employment by the Company, a Subsidiary or Affiliate, norinterfere in any way with the right of the Company, a Subsidiary or Affiliateto terminate the employment or service of any Employee at any time.

 

## 13.2         Termination of Employment or Service.  For purposes of this Plan, a transfer ofemployment or service between the Company and its Subsidiaries and Affiliatesshall not be deemed a termination of employment or service.  However, individuals employed by orproviding services to an entity that ceases to be a Subsidiary or an Affiliateshall be deemed to have incurred a termination of employment or service as ofthe date that such entity ceases to be a Subsidiary or an Affiliate.

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## 13.3         Payment of Taxes.  The Company shall have the power towithhold, or require a Participant to remit to the Company, all taxes requiredto be paid in connection with any Award, the exercise thereof and the transferof shares of Common Stock pursuant to this Plan.  The Company’s power to withhold a portion of the cash or CommonStock received

 

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pursuant to an Award, or require that the Participant remit theapplicable taxes shall extend to all applicable Federal, state, local orforeign withholding taxes.  In the caseof the payment of Awards in the form of Common Stock or cash, or the exerciseof Options, the Company shall have the right to retain the shares of CommonStock or cash to be paid pursuant to the Award, or the exercise of the Option,until the Company determines that the applicable withholding taxes have beensatisfied.

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## 13.4         Restrictions on Shares.  The Award Shares shall be subject torestrictions on transfer pursuant to applicable securities laws and theSecurities Holders Agreement and shall bear a legend subjecting the AwardShares to those restrictions on transfer in accordance with the applicableAward.  The certificates shall also beara legend referring to any restrictions on transfer arising hereunder or underany other applicable law, regulation, rule, agreement or the Securities HoldersAgreement.

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## 13.5         Requirements of Law.  The Plan and each Award under the Plan shallbe subject to the requirement that if at any time the Committee shall determinethat (i) the listing, registration or qualification of the Award Shares uponany securities exchange or under any state or federal law, (ii) the consent orapproval of any government regulatory body or (iii) an agreement by therecipient of an Award with respect to the disposition of the Award Shares isnecessary or advisable as a condition of, or in connection with, the Plan orthe granting of such Award or the issue or purchase of the Award Sharesthereunder, the Award may not be consummated in whole or in part until suchlisting, registration, qualification, consent, approval or agreement shall havebeen effected or obtained free of any conditions not acceptable to theCommittee.

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## 13.6         Amending of Awards.  The Committee may amend any outstandingAwards to the extent it deems appropriate. Such amendment may be made by the Committee without the consent of theParticipant, except in the case of amendments adverse to the Participant, inwhich case the Participant’s consent is required to any such amendment.

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## 13.7         No Stockholder Rights.  A Participant shall have no rights as astockholder with respect to shares of Common Stock subject to an Award unlessand until certificates for the Award Shares are issued to the Participant.

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## 13.8         Participation of Foreign Nationals.  Without amending the Plan, Awards may begranted to Participants who are foreign nationals or employed or providingservices outside the United States or both, on such terms and conditionsdifferent from those specified in the Plan as may, in the judgment of theCommittee, be necessary or desirable to further the purpose of the Plan.

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## 13.9         Changes in Current Law.  A citation to any law, regulation or ruleherein shall be construed to be a citation to the most recent version of, orsuccessor to, any such law, regulation or rule.

 

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## 13.10       Effective Time.  This Plan shall be effective as of theClosing (as defined in the Stock Purchase Agreement, dated the date hereof, byand among Citigroup Venture Capital Equity Partners, L.P. and affiliates, theCompany and CVC European Equity Partners, L.P., CVC European Equity Partners(Jersey), L.P., BNP Paribas (the “Stock Purchase Agreement”)) without furtheraction required on the part of any party hereto.  If the Closing does not occur and the Stock Purchase Agreement isterminated, this Plan shall have no force or effect and shall be deemed void abinitio.

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## 13.11       Required Approval.  The obligations of the Company hereunder arecontingent upon approval of this Plan by more than 75% of the voting power ofthe Company’s outstanding stock (as determined under Section 280G(b)(5)(B)(i)of the Code and the Proposed Treasury Regulations promulgated under CodeSection 280G).

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## 13.12       Counterparts.  Any Stock Option Agreement or RestrictedStock Agreement evidencing an Award hereunder may be executed in two or morecounterparts and by the parties thereto in separate counterparts, each of whichwhen so executed shall be deemed to be an original, and all of which takentogether shall constitute one and the same instrument.  These agreements may be executed byfacsimile signature.

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## 13.13       Headings.  Section headings are included only for easeof reference.  Headings are not intendedto constitute substantive provisions of the Plan and shall not be used tointerpret the scope of this Plan or the rights or obligations of the Company inany way.

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## 13.14       Governing Law.  To the extent that Federal laws do nototherwise control, the Plan and all determinations made and actions takenpursuant hereto shall be governed by the law of the State of Delaware andconstrued accordingly.

 

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To record theadoption of the Plan, Euramax International, Inc. has caused its authorizedofficers to affix its corporate name and seal this 15th day ofApril, 2003.

 
|    | EURAMAX INTERNATIONAL, INC. |
|---------|-----------------------------|
|    |                        |   |
| Attest: |                        |   |
|    |                        |   |
|    |                        |   |   |   |
|         |                             |  |  |  |  |

 

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