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
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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.
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EURAMAX INTERNATIONAL, INC.
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Date
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12/31/2005
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By
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/s/ S. Kirk Huddleston
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Name
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S. Kirk Huddleston
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Title
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Assistant Treasurer
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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,&