Aleris Corp - FORM S-1/A - EX-10.10.2 - AMENDMENT 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN STOCK OPTION AGMT. - March 29, 2012

Attached files

file filename
EX-10.12.1 - AMENDMENT 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGMT - Aleris Corpd176100dex10121.htm
EX-10.14.1 - FORM OF AMD. 1 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10141.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Aleris Corpd176100dex11.htm
EX-3.2 - FORM OF AMENDED AND RESTATED BYLAWS - Aleris Corpd176100dex32.htm
EX-5.1 - OPINION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP - Aleris Corpd176100dex51.htm
EX-3.1 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Aleris Corpd176100dex31.htm
EX-10.7 - FORM OF ALERIS CORPORATION 2012 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex107.htm
EX-10.5.2 - AMENDMENT 2 TO EMPLOYMENT AGREEMENT - SEAN M. STACK - Aleris Corpd176100dex1052.htm
EX-10.4.2 - AMENDMENT 2 TO EMPLOYMENT AGREEMENT - STEVEN J. DEMETRIOU - Aleris Corpd176100dex1042.htm
EX-10.8.2 - AMENDMENT 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN STOCK OPTION AGMT. - Aleris Corpd176100dex1082.htm
EX-10.6.1 - FORM OF AMENDMENT OF FORM OF EMPLOYMENT AGREEMENT - CLEGG, WEIDENKOPF, DICK - Aleris Corpd176100dex1061.htm
EX-10.9.2 - FORM OF AMD. 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN STOCK OPTION AGMT. - Aleris Corpd176100dex1092.htm
EX-10.13.1 - AMD. 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGMT - Aleris Corpd176100dex10131.htm
EX-10.11.2 - FORM OF AMD. 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN STOCK OPTION AGMT. - Aleris Corpd176100dex10112.htm
EX-10.34 - FORM OF ALERIS CORP 2010 EQUITY INCENTIVE PLAN - MGMT TEAM MEMBER / DIRECTOR - Aleris Corpd176100dex1034.htm
EX-10.32 - FORM OF ALERIS CORP 2010 EQUITY INCENTIVE PLAN - MGMT TEAM MEMBER RSU AWARD - Aleris Corpd176100dex1032.htm
EX-10.31 - FORM OF ALERIS CORP 2010 EQUITY INCENTIVE PLAN - DIRECTOR STOCK OPTION AWARD - Aleris Corpd176100dex1031.htm
EX-10.30 - FORM OF ALERIS CORP 2010 EQUITY INCENTIVE PLAN - DIRECTOR RSU AWARD AGMT. - Aleris Corpd176100dex1030.htm
EX-10.25.1 - AMD. 1 TO THE ALERIS CORP 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10251.htm
EX-10.22.1 - FORM OF AMD. 1 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10221.htm
EX-10.21.2 - FORM OF AMD. 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10212.htm
EX-10.28.1 - AMD. 1 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10281.htm
EX-10.23.2 - FORM OF AMD.2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10232.htm
EX-10.16.1 - FORM OF AMD. 1 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10161.htm
EX-10.15.1 - AMD. 1 TO THE ALERIS CORP 2010 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGMT. - Aleris Corpd176100dex10151.htm
EX-10.24.1 - FORM OF AMD. 1 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10241.htm
EX-10.27.2 - AMD. 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN - Aleris Corpd176100dex10272.htm
EX-10.33 - FORM OF ALERIS CORP 2010 EQUITY INCENTIVE PLAN - MGMT TEAM MEMBER STOCK OPTION - Aleris Corpd176100dex1033.htm
EX-10.35 - FORM OF ALERIS CORP 2010 EQUITY INCENTIVE PLAN - EXECUTIVE OFFICER STOCK OPTION - Aleris Corpd176100dex1035.htm
EX-10.26.1 - AMD. 1 TO EMPLOYMENT AGREEMENT - ALERIS SWITZERLAND GMBH AND ROELOF BAAN - Aleris Corpd176100dex10261.htm
S-1/A - AMENDMENT NO. 9 TO FORM S-1 - Aleris Corpd176100ds1a.htm
EX-10.19 - FORM OF ALERIS CORPORATION 2012 MANAGEMENT INCENTIVE PLAN - Aleris Corpd176100dex1019.htm

Exhibit 10.10.2

ALERIS CORPORATION

2010 EQUITY INCENTIVE PLAN

AMENDMENT 2 TO

STOCK OPTION AGREEMENT

On February 2, 2011 you were granted an option to purchase shares of common stock of Aleris Corporation (the “Company”) (the “Option”) pursuant to an Award Agreement issued under the Company’s 2010 Equity Incentive Plan (the “Plan”) amended as of April 28, 2011 by Amendment 1 to the Award Agreement.

In light of the Company becoming a public company, we have amended, restated and renamed the Plan as the 2012 Equity Incentive Plan and we have mutually agreed to amend the terms of your Award Agreement, effective immediately prior to the effectiveness of an initial public offering of the Company pursuant to the Form S-1 filed with the Securities and Exchange Commission on April 26, 2011, as amended (the “IPO”), as follows:

 

1. Section 1. Grant of Stock Option. The last two sentences of Section 1 are deleted.

 

2. Section 4(b). Termination without Cause or for Good Reason. The words “six (6)” are hereby amended and replaced with “twelve (12)” in the penultimate sentence of Section 4(b).

 

3. Section 10(c). Government and Other Regulations. Section 10(c) is amended to delete subsection 10(c)(v).

 

4. Section 13. Fair Market Value. Section 13 is amended and restated to read in its entirety as follows:

Fair Market Value. For purposes of this Agreement, “Fair Market Value”, is defined in the Plan.

 

5. Section 15. Stockholders Agreement. Section 15 is deleted.

 

6. Section 17. Stock Option Subject to the Plan. Section 17 is amended and restated to read in its entirety as follows:

Stock Option Subject to the Plan. By entering into this Agreement, the Optionee agrees and acknowledges that (i) the Optionee has received and read a copy of the Plan as in effect on the date hereof, and (ii) the Stock Option is subject to the Plan. In the event of a conflict between any term or provision contained in this Agreement and any term or provision of the Plan, the terms and provisions of this Agreement shall prevail. No amendment to the Plan that is inconsistent with the express terms of this Agreement and that adversely affects any of the Optionee’s rights under this Agreement shall be effective as to this Agreement without the Optionee’s prior written consent; provided, however, the Committee may amend the Plan and this Agreement to the extent necessary to comply with applicable law.

7. Effective date of this Amendment. This Amendment is effective immediately prior to the effectiveness of the IPO.

 

8. Continued Terms of Option. Except as otherwise amended in this Agreement, your Option remains subject in all respects to the terms and conditions of the Award Agreement, Amendment 1, and the 2012 Equity Incentive Plan and you acknowledge that a copy of the 2012 Equity Incentive Plan has been provided to you.

Please indicate your acceptance of this Amendment 2 to the Award Agreement with respect to your Option by signing and returning a copy of this Amendment 2 to the address set forth below as soon as practicable.

 

ALERIS CORPORATION
  
Christopher R. Clegg

Executive Vice President, General Counsel & Secretary

  
K. Alan Dick
Date:

 

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