CASE, WITHIN ONE YEAR FOLLOWING SUCH CHANGE OF CONTROL.
SECTION 2.8
EXECUTIVE:
EXECUTIVE SHALL MEAN EACH OF MITCHELL
B. LEWIS AND R. SCOTT VANSANT.
SECTION 2.9
FIFTY PERCENT (50%) JOINT AND SURVIVOR ANNUITY:
AN ANNUITY WHICH IS THE VALUE EQUIVALENT OF A LIFE ANNUITY PAYABLE MONTHLY FOR
THE LIFE OF THE EXECUTIVE, 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 OF THE EXECUTIVE AND HIS SPOUSE.
SECTION 2.10
INVESTOR GROUP:
COLLECTIVELY, THE INDIVIDUALS AND
ENTITIES PARTY TO THE SHAREHOLDERS AGREEMENT DATED SEPTEMBER 25, 1996, AND ANY
SUCCESSOR AGREEMENT THERETO, AND EACH OF THEIR RESPECTIVE AFFILIATES.
SECTION 2.11
LIFE ANNUITY:
AN INCOME PAYABLE MONTHLY, BEGINNING AS
OF THE FIRST DAY OF THE MONTH FOR WHICH THE PARTICIPANT'S PLAN BENEFITS ARE
SCHEDULED TO COMMENCE UNDER THIS PLAN AND ENDING AS OF THE FIRST DAY OF THE
MONTH IN WHICH THE PARTICIPANT DIES.
SECTION 2.12
LUMP SUM: THE FULL SINGLE CASH PAYMENT OF THE BALANCE
OF A PARTICIPANT'S VESTED BENEFIT, THE VALUE OF WHICH SHALL BE THE VALUE
EQUIVALENT OF A LIFE ANNUITY (REDUCED FOR EARLY COMMENCEMENT, IF NECESSARY).
SECTION 2.13
PLAN:
THE "EURAMAX INTERNATIONAL, INC., SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN", AS SET FORTH HEREIN OR IN ANY AMENDMENT HERETO.
SECTION 2.14
PLAN ADMINISTRATOR:
THE INDIVIDUAL OR COMMITTEE
APPOINTED BY THE BOARD, WHO SHALL HAVE THE SAME POWERS AND THOSE DUTIES WITH
RESPECT TO THE PLAN AS THOSE DESCRIBED IN THE EURAMAX SAVING PLAN.
THE PLAN
ADMINISTRATOR IS THE NAMED FIDUCIARY FOR PURPOSES OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED.
SECTION 2.15
PLAN YEAR:
THE CALENDAR YEAR.
2
SECTION 2.16
RETIREMENT DATE:
THE FIRST DAY OF THE MONTH COINCIDENT
WITH OR NEXT FOLLOWING THE DATE THE EXECUTIVE ATTAINS AGE 55 AND ACTUALLY
TERMINATES EMPLOYMENT WITH THE COMPANY.
SECTION 2.17
SPOUSE:
THE INDIVIDUAL TO WHOM THE EXECUTIVE IS
LEGALLY MARRIED AS OF THE EARLIER OF THE EXECUTIVE REACHING HIS RETIREMENT DATE,
SUFFERING A TOTAL AND PERMANENT DISABILITY, DEATH, OR UPON THE CHANGE-IN-CONTROL
OF THE COMPANY.
SECTION 2.18
TOTAL AND PERMANENT DISABILITY MEANS A MEDICALLY
DETERMINABLE DISABILITY ARISING FROM ILLNESS OR ACCIDENT, THAT (1) RENDERS
EXECUTIVE INCAPABLE OF PERFORMING THE DUTIES NORMALLY ASSOCIATED WITH HIS
POSITION WITH THE COMPANY OR ANY SIMILAR POSITION WITH THE COMPANY FOR WHICH HE
IS QUALIFIED BY SKILL AND EXPERIENCE AND (2) IS REASONABLY EXPECTED TO EITHER BE
PERMANENT OR TO BE OF INDEFINITE DURATION EXTENDING FOR MORE THAN 180 DAYS.
TOTAL AND PERMANENT DISABILITY SHALL BE DETERMINED ON THE BASIS OF MEDICAL
EVIDENCE PROVIDED TO THE BOARD, WHICH IS REASONABLY SATISFACTORY TO THE BOARD.
THE BOARD, IN ITS DISCRETION, MAY RELY UPON A REPORT OF EXECUTIVE'S PERSONAL
PHYSICIAN CERTIFYING THAT EXECUTIVE IS DISABLED WITHIN THE MEANING OF THIS
SECTION OR MAY REQUIRE THE REPORT OF AN INDEPENDENT PHYSICIAN SELECTED BY THE
BOARD.
SECTION 2.19
VALUE EQUIVALENT:
THE LIFE ANNUITY AMOUNT, AS ADJUSTED
BY SECTION 3.1, MULTIPLIED BY THE FOLLOWING FACTOR TO CALCULATE A FIFTY PERCENT
(50%) JOINT