TO OCCUR SOLELY UPON THE OCCURRENCE OF
A CHANGE OF CONTROL IN THE EVENT THAT EXECUTIVE'S EMPLOYMENT WITH EURAMAX
INTERNATIONAL, INC., IS TERMINATED OR THE EXECUTIVE IS SUBJECT TO A MATERIAL
REDUCTION IN DUTIES OR COMPENSATION OR AUTHORITY OR IS REQUIRED TO RELOCATE FROM
ATLANTA, GEORGIA, IN EITHER CASE, WITHIN ONE YEAR FOLLOWING SUCH CHANGE OF
CONTROL.
SECTION 2.8
EXECUTIVE:
EXECUTIVE SHALL
MEAN J. DAVID SMITH.
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.
2
SECTION 2.15
PLAN YEAR:
THE CALENDAR YEAR.
SECTION 2.16
RETIREMENT DATE:
THE FIRST DAY OF
THE MONTH COINCIDENT WITH OR NEXT FOLLOWING THE DATE THE EXECUTIVE ATTAINS AGE
52 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