First Amendment Nonstatutory Stock Option Agreement - Thomas E. Lippard



 EXHIBIT 10.5 
 FIRST AMENDMENT TO TMS INTERNATIONAL CORP. 
 NONSTATUTORY STOCK OPTION
AGREEMENT 
 This First Amendment to the TMS International Corp. Nonstatutory Stock Option Agreement is made and entered
into effective April 13, 2012 by and between TMS International Corp., a Delaware corporation (the “Company”) and Thomas E. Lippard (the “Optionee”). 

WHEREAS, the Company and the Optionee previously entered into that certain TMS International Corp. Nonstatutory Stock Option
Agreement dated April 13, 2011 (the “Option”); and 
 WHEREAS, the Company and the Optionee desire
to amend the Option to provide the Optionee with certain extended vesting rights and rights to exercise the Vested Shares subject to the Option following the termination of his employment under certain circumstances. 

NOW, THEREFORE, in consideration of the following mutual covenants and for other good and valuable consideration, the parties
agree as follows: 
 1. Paragraph 3(a) of the Options shall be amended by inserting the following at the end thereof:

 “In accordance with Section VII.F.1 of the Plan, all vesting of the Shares shall cease upon the date the
Optionee ceases to be an employee of the Company; provided, however, that if the Optionee’s employment is terminated under the circumstances described in Section 1D.(b) of that certain Second Amended and Restated Employment Agreement
executed by and between the Company and the Optionee dated August 8, 2011 (the “Employment Agreement”) (such a termination to be referred to herein as a “Qualifying Termination”), the Option shall continue to
vest until April 13, 2015 (the “Extended Vesting Period”), subject to the Optionee’s compliance with the requirements of Section 1D.(d) of the Employment Agreement.” 

2. Paragraph 3(b) of the Option shall be amended to add the following sentence to the end thereof: 

“Further, notwithstanding the terms of Section VII.F.1. of the Plan, following a Qualifying Termination, Vested
Shares shall continue to be exercisable until April 13, 2016 (subject to the limitations set forth in this Paragraph 3(b) and the Optionee’s compliance with Section 1D.(d) of the Employment Agreement).” 

3. The first two sentences of Paragraph 3(c) of the Option shall be amended in their entirety to read as follows: 

“Notwithstanding anything to the contrary in this Section 3, one hundred percent (100%) of the Shares which
are otherwise unvested Shares shall become Vested Shares upon a Change in Control. The terms of this accelerated vesting right shall continue only for so long as the Optionee continues to be an employee of the Company and with respect to any Change
of Control that occurs during the Extended Vesting Period, if applicable.” 







 4. Except as amended hereby, all other terms of the Option shall continue in effect in
accordance with the terms thereof. 
 IN WITNESS WHEREOF, the Company and the Optionee have caused this First Amendment
to be executed on their behalf, by their duly authorized representatives, all on the date and year first above written. 
  

									
	TMS International Corp.	 		 	OPTIONEE:
				
	By:	 	 /s/ Joseph Curtin
	 		 	 /s/ Thomas E. Lippard

		 	      Joseph Curtin	 		 	Thomas E. Lippard
	Its:	 	President and CEO