EMPLOYMENT AGREEMENT (Agreement), entered into as of October 10, 2003, by and between Amerimax Pennsylvania, Inc., hereinafter Amerimax PA and PAUL L. SPIESE, hereinafter the Employee.
WHEREAS, Employee entered into an Employment Agreement with Berger Holdings, Ltd. (Berger) dated January 1, 2001, as amended (the 2001 Agreement) and a Change of Control Agreement with Berger dated January 1, 2001 (the Change of Control Agreement);
WHEREAS, Amerimax PA, Berger and Euramax International, Inc. (Euramax) have entered into that certain Agreement and Plan of Merger (the Merger Agreement) dated the date hereof. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Merger Agreement;
WHEREAS, Amerimax PA and Employee wish to enter into a new Employment Agreement on the terms set forth herein;
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto intending to be legally bound hereunder, agree as follows:
1. TERM OF EMPLOYMENT
Subject to the terms and conditions hereinafter set forth and effective upon the Effective Time of the Merger, the Surviving Corporation of the Merger of Amerimax PA and Berger (the Employer) hereby agrees to employ Employee for a term of two years beginning on the date of the Merger and ending on the second anniversary of the date of the Merger (the Term).
2. SCOPE OF EMPLOYMENT
During the Term, Employee shall serve as Director of Manufacturing of Employer, reporting to the Director of Operations of Employer. Employee shall faithfully render and perform such services as are necessary to fulfill the responsibilities of the office of Director of Manufacturing, and such services as may be assigned to him by or under the authority of the Board of Directors of Employer. Employee shall devote full time efforts to the business affairs of Employer and shall render such services to the best of his ability in the best interests of Employer. Employee shall maintain his offices at 805 Pennsylvania Blvd., Feasterville, Pennsylvania, or at such other addresses to which Employer may relocate, provided that during the Term Employee shall not be required to relocate his office to any location outside of the 20 mile radius surrounding Employees current Feasterville office. Employee shall be permitted to engage in other business activities or trades, provided, however, that such business activities or trades do not interfere with his duties hereunder or violate his restrictive covenants made hereunder.