Aleris Corp - FORM S-1/A - EX-10.25.1 - AMD. 1 TO THE ALERIS CORP 2010 EQUITY INCENTIVE PLAN - 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-10.10.2 - AMENDMENT 2 TO THE ALERIS CORP. 2010 EQUITY INCENTIVE PLAN STOCK OPTION AGMT. - Aleris Corpd176100dex10102.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-10.22.1 - 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 10.25.1

ALERIS CORPORATION

2010 EQUITY INCENTIVE PLAN

AMENDMENT 1 TO THE

RESTRICTED STOCK AWARD AGREEMENT

                , 2012

TO: G. Richard Wagoner, Jr.

FROM: Aleris Corporation (formerly “Aleris Holding Company”)

 

Re: Amendment 1 to Restricted Stock Award Agreement

On June     , 2010, you were granted a Restricted Stock Award of Aleris Corporation (the “Company”) pursuant to an Award Agreement issued under the Company’s 2010 Equity Incentive Plan (the “Plan”).

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(e). Dividend and other Stockholder Rights. Section 1(e) is amended to read as follows:

Dividend and other Stockholder Rights: You will have no rights as a stockholder, including, without limitation, the right to vote, with respect to any Restricted Shares until the date when the Restricted Period with respect to such Restricted Shares lapses and the book entry notations regarding the Restrictions on the Restricted Shares are removed (or, if applicable, a certificate or certificates evidencing the Shares is issued to you); provided that you will be entitled to receive and retain, for each Restricted Share, any dividends or distributions made in respect of that Restricted Share at the time when the holders of the Shares receive their dividends or distributions.

 

2. Section 3. Company Call Right. Section 3 is deleted.

 

3. Section 4. Restricted Stock Award subject to Plan and Stockholders Agreement. Section 4 is amended to change the heading to read Restricted Stock Award subject to Plan and to amend the subsections (a) and (b) as follows:

 

  (a) Participant Acknowledgements. By entering into this Award Agreement, you agree and acknowledge that (i) the Restricted Stock Award is subject in all respects to the Plan; (ii) the Restricted Stock Award is subject to Plan provisions under which, in certain circumstances, the Committee may terminate your Restricted Stock Award and/or make adjustments to the kind and/or number of shares or property underlying the Restricted Stock Award; and (iii) the Committee has discretion to interpret and administer the Plan and this Award Agreement and its judgments made in accordance with the Plan are final.

  (b) Conflicts. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the term or provision contained in the Plan shall control.

 

4. Sections (a) and (f) of the Participant Acknowledgments are deleted.

 

5. Effective Date of this Amendment. This Amendment 1 is effective immediately prior to the effectiveness of the IPO.

 

6. Continued Terms of Restricted Stock. Except as otherwise amended in this Agreement, your Restricted Stock remains subject in all respects to the terms and conditions of the Award Agreement 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 1 to the Award Agreement with respect to your Restricted Stock Award by signing and returning a copy of this Amendment 1 to the address set forth below as soon as practicable.

 

Sincerely,
  
Christopher R. Clegg
Executive Vice President, General Counsel & Secretary

 

Agreed to and Accepted by:
  

 

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