Form of Amd 1 to the Aleris Corp 2010 Equity Incentive Plan RSU Award Agmt



 Exhibit 10.17.1 

ALERIS CORPORATION 
 2010 EQUITY INCENTIVE PLAN 
 Form of 

AMENDMENT 1 TO THE 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 

                       
 , 2011 
 TO: 
 FROM: Aleris
Corporation (formerly “Aleris Holding Company”) 
  

	Re:	Amendment 1 to Restricted Stock Unit Award Agreement 

 On June 11, 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”). 
 In light of the Company becoming a public company, we have amended, restated and renamed the Plan as the 2011
Equity Incentive Plan and we are amending the terms of your Award Agreement, effective immediately prior to the effectiveness of a 2011 initial public offering of the Company (the “IPO”), as follows: 

 

	1.	Section 1(f). Key Terms; Change of Control. The reference to Plan Section 11 in Section 1(f) is amended to Plan Section 12.


  

	2.	Section 2. Settlement. Section 2 is amended to read in its entirety as follows: 


Settlement. The Restricted Stock Units credited to your Account will be settled by the Company within ten (10) days
after they vest (and, upon such settlement, will cease to be credited to your Account). At the time of settlement, the Company will issue you a number of Shares equal to the number of Restricted Stock Units that just vested (such Shares, the
“RSU Shares”). However, unless you timely provide the cash required to satisfy all withholding taxes due in connection with such settlement, the Company will hold back from the RSU Shares otherwise deliverable on settlement the
number of RSU Shares necessary to pay those taxes. The Company will in its sole discretion determine the appropriate manner of dealing with fractional shares, including cancellation without payment. The Company will enter your name as a stockholder
of record on the books of the Company with respect to the RSU Shares so issued. 
  

	3.	Section 3. Early Termination of the Restricted Stock Units. The references to Plan Sections 11 and 15(b) are amended to Plan Sections 12 and
17(b), respectively. 

  

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


 
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	5.	Section 6. Restricted Stock Units Subject to Plan and Stockholders Agreement. Section 6 is amended to change the heading to read Restricted Stock Units
Subject to Plan and to amend Sections 6(a) and (b) to read as follows: 

  

	 	(a)	Employee Acknowledgements. By entering into this Award Agreement, you agree and acknowledge that (i) the Restricted Stock Units are subject in all respects
to the Plan; (ii) the Restricted Stock Units are subject to Plan provisions under which, in certain circumstances, the Committee may terminate your Restricted Stock Units and/or make adjustments to the kind and/or number of shares or property
underlying the Restricted Stock Units; 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. 

  

	6.	The acknowledgment and statement within the box in the Award Agreement is deleted. 


 

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


 

	8.	Continued Terms of Restricted Stock Units. Except as otherwise amended in this agreement, your Restricted Stock Units remain subject in all respects to the terms
and conditions of the Award Agreement and the 2011 Equity Incentive Plan. A copy of the 2011 Equity Incentive Plan has been provided to you. 

  

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


  
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