0001193125-11-180517 Sample Contracts

ALERIS CORPORATION AMENDMENT 2 TO RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On June 1, 2010 you were granted restricted stock units of Aleris Corporation (the “Company”) pursuant to an Award Agreement issued under the Company’s 2010 Equity Incentive Plan (the “Plan”) amended by letter dated April 5, 2011 to the Award Agreement.

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ALERIS CORPORATION
Restricted Stock Unit Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals
ALERIS CORPORATION
Stock Option Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals
ALERIS CORPORATION AMENDMENT 1 TO RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On February 2, 2011 you were granted restricted stock units of Aleris Corporation (the “Company”) pursuant to an Award Agreement issued under the Company’s 2010 Equity Incentive Plan (the “Plan”).

ALERIS CORPORATION
Restricted Stock Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals
Amendment 2 of Employment Agreement
Employment Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

Mr. Steven Demetriou (the “Executive”) and Aleris International, Inc. (the “Company”) and for certain purposes Aleris Corporation (the “Parent”) formerly Aleris Holding Company entered into an agreement dated June 1, 2010 as amended by a letter dated April 5, 2011 (the “Agreement”).

FORM OF AMENDMENT 1 TO THE STOCK OPTION AGREEMENT
Stock Option Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On June 1, 2010, you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment 1 in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $9.60 cash dividend that the Company issued on February 28, 2011 to stockholders of record of the Company’s common stock as of February 17, 2011. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment 1.

AMENDMENT 1 TO THE STOCK OPTION AGREEMENT
Stock Option Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

Effective as of June 1, 2010, you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment 1 in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $9.60 cash dividend that the Company issued on February 28, 2011 to stockholders of record of the Company’s common stock as of February 17, 2011. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment 1.

ALERIS CORPORATION
Restricted Stock Unit Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals
Amendment 2 of Employment Agreement
Employment Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

Mr. Sean M. Stack (the “Executive”) and Aleris International, Inc. (the “Company”) and for certain purposes Aleris Corporation (the “Parent”) formerly Aleris Holding Company entered into an agreement dated June 1, 2010 as amended by a letter dated April 5, 2011.

AMENDMENT 1 TO THE STOCK OPTION AGREEMENT
Stock Option Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On February 2, 2011, you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment 1 in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $9.60 cash dividend that the Company issued on February 28, 2011 to stockholders of record of the Company’s common stock as of February 17, 2011. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment 1.

FORM OF AMENDMENT 1 TO THE STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On June 11, 2010 you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment 1 in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $9.60 cash dividend that the Company issued on February 28, 2011 to stockholders of record of the Company’s common stock as of February 17, 2011. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment 1.

Amendment of Form of Employment Agreement
Employment Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

Mr. [ ] (the “Executive”) and Aleris International, Inc. (the “Company”) and for certain purposes Aleris Corporation (the “Parent”) formerly Aleris Holding Company entered into an agreement dated June 1, 2010.

AMENDMENT 1 TO THE STOCK OPTION AGREEMENT
Stock Option Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On June 1, 2010, you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment 1 in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $9.60 cash dividend that the Company issued on February 28, 2011 to stockholders of record of the Company’s common stock as of February 17, 2011. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment 1.

ALERIS CORPORATION AMENDMENT 1 TO RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On June 11, 2011 you were granted restricted stock units of Aleris Corporation (the “Company”) pursuant to an Award Agreement issued under the Company’s 2010 Equity Incentive Plan (the “Plan”).

FORM OF AMENDMENT 1 TO THE STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On [date] you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment 1 in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $9.60 cash dividend that the Company issued on February 28, 2011 to stockholders of record of the Company’s common stock as of February 17, 2011. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment 1.

FORM OF AMENDMENT 1 TO THE STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals

On November 1, 2010 you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment 1 in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $9.60 cash dividend that the Company issued on February 28, 2011 to stockholders of record of the Company’s common stock as of February 17, 2011. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment 1.

ALERIS CORPORATION
Stock Option Award Agreement • July 1st, 2011 • Aleris Ohio Management, Inc. • Secondary smelting & refining of nonferrous metals
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