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Exhibit A
EXERCISE NOTICE
FOR
EURAMAX INTERNATIONAL, INC. 2003 EQUITY COMPENSATION PLAN
Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092
Attn:
1.
EXERCISE OF OPTION.
EFFECTIVE AS OF TODAY,
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THE UNDERSIGNED ("OPTIONEE") HEREBY
ELECTS TO EXERCISE OPTIONEE'S OPTION TO PURCHASE
SHARES
OF THE CLASS A COMMON STOCK (THE "SHARES") OF EURAMAX INTERNATIONAL, INC. (THE
"COMPANY"), UNDER AND PURSUANT TO THE EURAMAX INTERNATIONAL, INC. 2003 EQUITY
COMPENSATION PLAN (THE "PLAN") AND THE NON-QUALIFIED STOCK OPTION AGREEMENT
DATED
(THE "OPTION AGREEMENT").
2.
DELIVERY OF PAYMENT.
OPTIONEE HEREWITH DELIVERS TO THE COMPANY
THE FULL EXERCISE PRICE OF THE SHARES, AS SET FORTH IN THE OPTION AGREEMENT.
3.
REPRESENTATIONS OF OPTIONEE.
OPTIONEE ACKNOWLEDGES THAT OPTIONEE
HAS RECEIVED, READ AND UNDERSTOOD THE PLAN AND THE OPTION AGREEMENT AND AGREES
TO ABIDE BY AND BE BOUND BY THEIR TERMS AND CONDITIONS.
4.
RIGHTS AS STOCKHOLDER.
UNTIL THE ISSUANCE OF THE SHARES, NO
RIGHT TO VOTE OR RECEIVE DIVIDENDS OR ANY OTHER RIGHTS AS A STOCKHOLDER SHALL
EXIST WITH RESPECT TO THE SHARES, NOTWITHSTANDING THE EXERCISE OF THE OPTION.
THE SHARES SHALL BE ISSUED TO OPTIONEE AS SOON AS PRACTICABLE AFTER THE OPTION
IS EXERCISED.
NO ADJUSTMENT SHALL BE MADE FOR A DIVIDEND OR OTHER RIGHT FOR
WHICH THE RECORD DATE IS PRIOR TO THE DATE OF ISSUANCE.
5.
TERMS OF THE PLAN AND THE OPTION AGREEMENT GOVERN.
OPTIONEE
SPECIFICALLY ACKNOWLEDGES THAT THE OPTION AND ANY SHARES ACQUIRED UPON EXERCISE
OF THE OPTION ARE SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND THE
OPTION AGREEMENT.
6.
TAX CONSULTATION.
OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER
ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF
THE SHARES.
OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ALL TAX
CONSULTANTS OPTIONEE DEEMS ADVISABLE IN
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connection with the purchase or disposition of the Shares and that Optionee is
not relying on the Company or the Committee for any tax advice.
7.
ENTIRE AGREEMENT.
THE PLAN AND OPTION AGREEMENT ARE INCORPORATED
HEREIN BY REFERENCE.
UNLESS OTHERWISE DEFINED HEREIN, THE TERMS CONTAINED IN
THE EXERCISE NOTICE SHALL HAVE THE SAME MEANING AS DEFINED IN THE PLAN AND/OR
THE OPTION AGREEMENT.
THIS EXERCISE NOTICE, THE PLAN, AND THE OPTION AGREEMENT
(AND THE EXHIBITS THERETO) CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE IN THEIR ENTIRETY ALL PRIOR
UNDERTAKINGS AND AGREEMENTS OF THE COMPANY AND OPTIONEE WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND MAY NOT BE MODIFIED ADVERSELY TO OPTIONEE'S INTEREST
EXCEPT BY MEANS OF A WRITING SIGNED BY THE COMPANY AND OPTIONEE.
IN THE EVENT
OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THIS EXERCISE NOTICE AND THE
PLAN, THE TERMS AND CONDITIONS OF THE PLAN SHALL PREVAIL.
Submitted by:
Accepted by:
EURAMAX INTERNATIONAL, INC.
By:
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Exhibit B
[attach copy of plan]
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