Form of Amd.2 to the Aleris Corp. 2010 Equity Incentive Plan



 Exhibit 10.23.2 

ALERIS CORPORATION 
 2010 EQUITY INCENTIVE PLAN 
 FORM OF 

AMENDMENT 2 TO THE 
 STOCK OPTION AWARD AGREEMENT 
 , 2012 

 

			
	 TO:
	  	
		
	 FROM:
	  	Aleris Corporation (formerly “Aleris Holding Company”)
		
	 Re:
	  	Amendment 2 to Option Award Agreement

 On         , 2010 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 2. Exercise. The last two sentences of Section 2 are deleted. 


 

	2.	Section 3(C). Early Termination of the Option. The reference to Plan Section 11 is amended to Plan Section 12. 


 

	3.	Section 4. Company Call Right. Section 4 is deleted. 

  

	4.	Section 5. Option Subject to Plan and Stockholders Agreement. Section 5 is amended to change the heading to Option Subject to Plan and Sections 5
(a) and (b) are amended to read as follows: 

  

	 	(a)	Participant Acknowledgements. By entering into this Award Agreement, you agree and acknowledge that (i) the Option is subject in all respects to the Plan;
(ii) the Option is subject to Plan provisions under which, in certain circumstances, the Committee may terminate your Option and/or make adjustments to the kind and/or number of shares or property underlying the Option; 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 amended and restated Plan, the term or
provision contained in the amended and restated Plan shall control. 


  









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


 

	6.	Effective Date of this Amendment. This Amendment 2 is effective immediately prior to the effectiveness of the IPO. 


 

	7.	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. 
  

	
	Sincerely,
	
	  
	Christopher R. Clegg
	Executive Vice President, General Counsel & Secretary
	
	Agreed to and Accepted by:
	
	  


  
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