**Exhibit10.14**

** **

**EURAMAXINTERNATIONAL, INC.**

 

**SUPPLEMENTALEXECUTIVE RETIREMENT PLANRestated Effective October 1, 1997**

 

This Plan (the“SERP”), established by *Euramax International, Inc.,* will becomeeffective upon, and only upon, Closing as defined in the Stock PurchaseAgreement dated April 15, 2003 by and among Citigroup Venture Capital EquityPartners, L.P. and affiliates, the Company and the Company’s stockholders namedtherein.

 

**ARTICLE 1  - PURPOSEOF PLAN**

 

## Section 1.1                   Purpose:  The purpose of this Plan is to providesupplemental retirement benefits to Mitchell B. Lewis and R. Scott Vansant(each an “Executive”).  The benefits tobe provided under this Plan are intended to supplement other retirementbenefits provided by the Company through plans qualified under Section 401(a)of the Internal Revenue Code of 1986, nonqualified plans, and the federalSocial Security system of the United States.

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## Section 1.2                   Design:  The Plan is designed to provide supplementalretirement benefits as described in Section 3.3.

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**ARTICLE2  - DEFINITIONS**

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## Section 2.1                   Affiliate:  At any time (i) any trade or business,whether incorporated or unincorporated, which at such time is considered to beunder common control with the Company or any other company participating inthis Plan under regulations prescribed by the Secretary of the Treasurypursuant to Code Section 414(b), (c) or (o); and (ii) any person ororganization which at such time is a member of an affiliated service group (asdefined in Code Section 4 14(m)) with the Company or any othercompany participating in this Plan.

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## Section 2.2                   Board:  The Board of Directors of EuramaxInternational, Inc..

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## Section 2.3                   Change-In-Control:  The sale of Euramax International, Inc., ina single transaction or a series of related transactions, to an independentthird 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 thefully diluted voting power represented by the share capital and other securitiesof Euramax International, INC.  thanthat owned and controlled by the Investor Group immediately following suchtransaction (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 holdersof a majority of the outstanding ordinary shares of Euramax International,Inc., voting together as a single class.

 

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## Section 2.4                   Code: The Internal RevenueCode of 1986, as amended, or as it may be amended from time to time.

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## Section 2.5                   Company:  Euramax International, Inc.

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## Section 2.6                   Compensation and EmployeeBenefits Committee: The Compensation and Employee Benefits Committee asestablished by the Board.

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## Section 2.7                   Constructive Termination:  A Constructive Termination shall be deemedto occur solely upon the occurrence of a Change of Control in the event thatExecutive’s employment with Euramax International, Inc., is terminated or theExecutive is subject to a material reduction in duties or compensation orauthority or is required to relocate from Atlanta, Georgia, in either case,within one year following such Change of Control.

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## Section 2.8                   Executive:  Executive shall mean each of Mitchell B.Lewis and R. Scott Vansant.

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## Section 2.9                   Fifty Percent (50%) Joint andSurvivor Annuity:  An annuity whichis the Value Equivalent of a Life Annuity payable monthly for the life of theExecutive, 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 ofthe Executive and his Spouse.

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## Section 2.10             Investor Group:  Collectively, the individuals and entitiesparty to the Shareholders Agreement dated September 25, 1996, and any successoragreement thereto, and each of their respective Affiliates.

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## Section 2.11             Life Annuity:  An income payable monthly, beginning as ofthe first day of the month for which the Participant’s Plan benefits arescheduled to commence under this Plan and ending as of the first day of themonth in which the Participant dies.

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## Section 2.12             Lump Sum: The full single cashpayment of the balance of a Participant’s vested benefit, the value of which shallbe the Value Equivalent of a Life Annuity (reduced for early commencement, ifnecessary).

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## Section 2.13             Plan:  The “Euramax International, Inc., Supplemental ExecutiveRetirement Plan”, as set forth herein or in any amendment hereto.

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## Section 2.14              Plan Administrator:  The individual or committee appointed by theBoard, who shall have the same powers and those duties with respect to the Planas those described in the Euramax Saving Plan. The Plan Administrator is the named fiduciary for purposes of theEmployee Retirement Income Security Act of 1974, as amended.

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## Section 2.15             Plan Year:  The calendar year.

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## Section 2.16             Retirement Date:  The first day of the month coincident withor next following the date the Executive attains age 55 and actually terminatesemployment with the Company.

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## Section 2.17             Spouse:  The individual to whom the Executive is legally married as of theearlier of the Executive reaching his Retirement Date, suffering a Total andPermanent Disability, death, or upon the Change-In-Control of the Company.

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## Section 2.18             Total and Permanent Disabilitymeans 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.  Total and PermanentDisability shall be determined on the basis of medical evidence provided to theBoard, which is reasonably satisfactory to the Board.  The Board, in its discretion, may rely upon a report ofExecutive’s personal physician certifying that Executive is disabled within themeaning of this Section or may require the report of an independent physicianselected by the Board.

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## Section 2.19             Value Equivalent:  The Life Annuity amount, as adjusted bySection 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 provided that the lump sum amount payable  at age 65 will be $500,000. |
|                     |                                          |                                                                                                                                                                                                                                                                                                                  |                                        |        |  |  |

 

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# **ARTICLE 3  - BENEFITS**

#  

## Section 3.1                   Benefit Amount:  The Benefit is an annual amount payable inthe form of a Life Annuity starting at age 65 and equal to $46,000.  At the time of the Executive’s RetirementDate, termination, death, Total and Permanent Disability, or aChange-in-Control, the above dollar amount shall be multiplied by the followingpayment reduction factor.

 

| **Age At Retirement Date, Death,  Disability or Change-in-control** |   | **Payment  Reduction  Factor** |   |
|---------------------------------------------------------------------|--------|--------------------------------|--------|
| 65 and later                                                        |   | 100                            | %      |
| 64                                                                  |   | 96                             | %      |
| 63                                                                  |   | 92                             | %      |
| 62                                                                  |   | 88                             | %      |
| 61                                                                  |   | 84                             | %      |
| 60                                                                  |   | 80                             | %      |
| 59                                                                  |   | 76                             | %      |
| 58                                                                  |   | 72                             | %      |
| 57                                                                  |   | 68                             | %      |
| 56                                                                  |   | 64                             | %      |
| 55                                                                  |   | 60                             | %      |

 

## Section 3.2                   Forfeiture of Benefit:  If it is the conclusion of the Board thatthe Executive has engaged in any acts or omissions constituting dishonesty,intentional breach of fiduciary obligation or intentional wrongdoing, in eachcase that results in substantial harm to the business or property of theCompany, he shall forfeit and be ineligible to receive any benefits under thisPlan, and any benefits paid to such Executive (or Spouse) can be recovered bythe Company.  The recovery of anybenefits paid to such Executive shall not preclude the Company from taking anyother actions against the Executive.

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## 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 issingle on such date, or if he is married on such date he shall receive a FiftyPercent (50%) Joint and Survivor Annuity, paid monthly.  The Executive may elect to receive benefitsin the form of a Lump Sum or Life Annuity as long as the Executive’s electionis made at least 120 days prior to the receipt of any benefits paid under thePlan.

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### (a)                                  RetirementPayment.  In the event that benefitsbecome payable due to the Executive’s retirement on or after age 55, thebenefit will be payable as of the Executive’s Retirement Date.

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### (b)                                 DisabilityPayment.  In the event that benefitsbecome payable due to a Total and Permanent Disability, the benefit (which isfixed as of the date of Total and Permanent Disability), will be payable, in alump sum

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### calculated under Section 2.19 on the basis of the Executive’sthen attained age, as of the first day of the month coincident with or nextfollowing the date the Executive is determined to have sustained a Total andPermanent Disability.

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### (c)                                  DeathPayment.  In the event that benefitsbecome payable due to the Executives death, the benefit will be payable as ofthe first day of the month coincident with or next following the Executive’sdeath, in a lump sum calculated under Section 2.19 on the basis of theExecutive’s then attained age.

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### (d)                                 ConstructiveTermination.  Except as provided inSection 3.2, in the event that there is a Constructive Termination, theExecutive shall become fully vested and the benefit will be payable as of thefirst day of the month coincident with or next following the Constructive Termination.

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## Section 3.4                   Vesting of Benefits:  An Executive’s benefits under this Plan arenot vested until the earlier of the date the Executive attains age 55, dies,becomes Totally and Permanently Disabled, or the occurrence of aChange-in-Control.  If an Executivesemployment with the Company terminates, for any reason, before his benefitshave vested, the Executive will not be entitled to any benefits hereunder.

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## Section 3.5                   Time of Benefit Payments:  Payment of Benefits under the Plan shallcommence when such benefits become payable pursuant to Section 3.3, or as soonthereafter as administratively feasible.

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## Section 3.6                   Mental or Legal Incompetence:The Company, in its sole discretion, may make distribution to the guardian orother legal representative of the Executive or Spouse, if the Executive orSpouse is determined by a court of proper jurisdiction to be mentally orlegally incompetent to receive such benefit distribution.  Any such distribution shall be in full andcomplete satisfaction of any and all claims whatsoever by or on behalf of suchExecutive under this Plan against the Company, the Plan Administrator, anymember of the Board, other Executives or officers of the Company, otheremployees, shareholders and any other person acting on behalf of them.

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## Section 3.7                   Benefits Unfunded:  The benefits payable under the Plan shall bepaid by the Company and shall not be funded.

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# **ARTICLE 4  -****MISCELLANEOUS**

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## Section 4.1                   Amendment or Termination:  The Board, or the Compensation and EmployeeBenefits Committee of the Board, shall have the right to amend this Plan fromtime to time and to terminate this Plan at any time; provided, however, exceptas provided in Section 3.2, no such action shall reduce the Executive’s AccruedBenefit (defined for this purpose as the Life Annuity to which Executive wouldbe entitled as of the date of such action under Sections 2.11 and 3.1 andadjusted, 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.

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## Section 4.2                   Company Liability: Nothing inthis Plan shall be construed to limit in any way the right of the Company toterminate the employment of the Executive at any time; or to be evidence of anyagreement or understanding, express or implied, that the Company or anyaffiliate company will employ the Executive in any particular position or atany particular rate or remuneration or for any particular period of time.

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## Section 4.3                   Indemnification:  The Company shall indemnify and holdharmless the Administrator, any member thereof and any Employee who may act onbehalf of the Company in the administration of this Plan from and against anyliability, 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 orunder any of them, or any other person, party or authority claiming to have aninterest in this Plan or standing to act for any persons or groups having aninterest in this Plan, for or on account of, any of the acts or omissions (oralleged acts or omissions) of the Administrator, any member thereof or any suchEmployee, except to the extent resulting from such person’s willful misconduct.

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## Section 4.4                   Tax Effects:  The Company makes no warranties orrepresentations with regard to the tax effects or results of this Plan.  The Executive participating under this Planshall be deemed to have relied upon his own tax advisors with regard to sucheffects.

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## Section 4.5                   No Assignment: Binding Effect:  Neither the Executive nor Spouse shall havethe right to alienate, assign, commute or otherwise encumber his benefit forany purpose whatsoever, and any attempt to do so shall be disregardedcompletely as null and void.  Theprovisions of this Plan shall be binding on the Executive and on each personwho claims a benefit under him and on the Company.

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## Section 4.6                   Self-Interest:  The Executive shall not have any right tovote or decide upon any matter related directly or indirectly to him or anyright to claim any benefit under this Plan.

 

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## Section 4.7                   Construction:  This Plan shall be construed in accordancewith the laws of the State of Delaware. The headings and subheadings in this Plan have been inserted forconvenience of reference only and are to be ignored in construction of theprovisions of this Plan.  In theconstruction of this Plan, the masculine shall include the feminine and thesingular the plural wherever appropriate.

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IN WITNESSWHEREOF, the Company has caused its duly authorized officers to execute andseal this Plan as of this        day of April,2003.

 

**PLANSPONSOR:**

 
| EURAMAX INTERNATIONAL Inc. |             |
|----------------------------|------------------|
|                       |             |
| By:                        |             |   |   |
|                       |             |
|                       |             |
| Title:                     |             |   |   |
|                       | (CORPORATE SEAL) |
|                       |             |
|                       | Attest:          |   |   |
|                       |             |
|                       | Title:           |   |   |
|                            |                  |  |  |  |  |  |  |

 

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