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AMENDMENT NUMBER ONE TO THE EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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AMENDMENT NUMBER ONE TO THE EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN | Document Parties: AMP COMMERCIAL, INC. | Euramax International, Inc You are currently viewing:
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AMP COMMERCIAL, INC. | Euramax International, Inc

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Title: AMENDMENT NUMBER ONE TO THE EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: Delaware     Date: 8/30/2011

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Exhibit 10.15

 

AMENDMENT NUMBER ONE

TO THE EURAMAX INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

 

THIS AMENDMENT to the Euramax International, Inc. Supplemental Executive Retirement Plan (the “Plan”), is adopted by Euramax International, Inc. (the “Company”), effective as of January 1, 2009.

 

WITNESSETH:

 

WHEREAS, the Company currently maintains the Plan; and

 

WHEREAS, the Company previously reserved the right to amend the Plan through action of the Board of Directors or a committee thereof (the “Board”);

 

NOW, THEREFORE, the Board amends the Plan as follows:

 

1.

 

Effective January 1, 2009, Section 2.7 is hereby amended to read as follows:

 

2.7                                  Constructive Termination : A Constructive Termination shall be deemed to occur (i) solely upon the occurrence of a Change of Control in the event that Executive’s employment with Euramax International, Inc., is terminated, or (ii) upon Executive’s Separation from Service within one year following such Change of Control if the Executive is subject to a material reduction in duties or compensation or authority or is required to relocate from Atlanta, Georgia.

 

2.

 

Effective January 1, 2009, a new Section 2.16A is hereby added as follows:

 

2.16A                  Separation from Service : Separation from Service shall mean separation from service as determined under Code Section 409A and applicable guidance thereunder. For purposes of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “Separation from Service” as defined in herein.

 



 

3.

 

Effective January 1, 2009, the introductory paragraph to Section 3.3 is hereby amended to read as follows:

 

3.3                                  Benefit Forms and Commencement: Upon the earliest of the following of (a), (b), (c) or (d), the Executive shall receive his benefit in the form of a Lump Sum.

 

4.

 

Effective January 1, 2009, Section 3.3(b) is hereby amended to read as follows:

 

(b)                                  Disability Payment . In the event that benefits become payable due to a Total and Permanent Disability, the benefit (which is fixed and payable as of the date of the Executive’s Separation from Service due to a Total and Permanent Disability), will be payable in a lump sum calculated under Section 2.19 on the basis of the Executive’s then attained age, as of the first day of the month coincident with or next following the date the Executive is determined to have sustained a Total and Permanent Disability.

 

5.

 

Effective January 1, 2009, Section 3.5 is hereby amended to read as follows:

 

3.5                                  Time of Benefit Payment . Payments of Benefits shall commence as soon as administratively feasible, but no later than 90 days following the date such benefits become payable pursuant to Section 3.3, above.

 

2



 

************

 

Except as amended herein, the Plan shall continue in full force and effect.

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed effective as of the dates set forth above.

 

 

 

 

EURAMAX INTERNATIONAL, INC.

 

 

 

 

 

 

Date

12/31/2005

 

By

/s/ S. Kirk Huddleston

 

 

 

Name

S. Kirk Huddleston

 

 

 

Title

Assistant Treasurer

 

3



 

EURAMAX HOLDINGS, INC.

 

AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective June    , 2005

 

This Amended and Restated Euramax Holdings, Inc. Supplemental Executive Retirement Plan was originally effective upon the Closing, as defined in the Stock Purchase Agreement dated April 15, 2003 by and among Citigroup Venture Capital Equity Partners, L.P. and affiliates, the Company and the Company’s stockholders named therein. This amendment and restatement of the Plan is being adopted in order to permit the Plan to comply with the provisions of Section 409A of the Code. Capitalized terms used and not otherwise defined herein shall have the meaning set forth in Article 2 hereof.

 

ARTICLE 1 - PURPOSE OF PLAN

 

Section 1.1                                       Purpose : The purpose of this Plan is to provide supplemental retirement benefits to Mitchell B. Lewis and R. Scott Vansant. The benefits to be provided under this Plan are intended to supplement other retirement benefits provided by the Company through plans qualified under Section 401(a) of the Internal Revenue Code of 1986, nonqualified plans, and the federal Social Security system of the United States. The benefits to be provided under this Plan are intended to be provided in a manner that complies with the requirements of Code Section 409A and the regulations promulgated thereunder.

 

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

 

ARTICLE 2 - DEFINITIONS

 

Section 2.1                                       Affiliate : At any time (i) any trade or business, whether incorporated or unincorporated, which at such time is considered to be under common control with the Company or any other company participating in this Plan under regulations prescribed by the Secretary of the Treasury pursuant to Code Section 414(b), (c) or (o); and (ii) any person or organization which at such time is a member of an affiliated service group (as defined in Code Section 414(m)) with the Company or any other company participating in this Plan.

 

Section 2.2                                       Board : The Board of Directors of Euramax Holdings, Inc..

 

Section 2.3                                       Change-In-Control : The sale of Euramax Holdings, Inc., in a single transaction or a series of related transactions, to an independent third 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 the fully diluted voting power represented by the share capital and other securities of Euramax Holdings, Inc. than that owned

 



 

and controlled by the Investor Group immediately following such transaction (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 Holdings, Inc., in each case, which sale has been approved by the Board and the holders of a majority of the outstanding ordinary shares of Euramax Holdings, Inc., voting together as a single class. The consummation of the transactions contemplated by the Agreement and Plan of Merger by and among GSCP Emax Acquisition, LLC, Emax Merger Sub, Inc. and the Company, dated as of April 12, 2005, as amended, shall constitute a Change-in-Control.

 

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

 

Section 2.5                                       Company : Euramax International, Inc., which, upon the consummation of the transactions contemplated by the Agreement and Plan of Merger by and among GSCP Emax Acquisition, LLC, Emax Merger Sub,&


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