Exhibit 99.1
ALERIS INTERNATIONAL,
INC.
2004 EQUITY INCENTIVE
PLAN
2005 ACQUISITION INCENTIVE AWARD
AGREEMENT
This 2005 ACQUISITION INCENTIVE
AWARD AGREEMENT (the “ Agreement ”) is
entered into by and between Aleris International, Inc., a Delaware
corporation (the “ Company ”), and
(the “ Grantee ”), pursuant to the terms and
conditions of the Aleris International, Inc. 2004 Equity Incentive
Plan (the “ Plan ”), a copy of which is attached
hereto and incorporated in this agreement by reference. Capitalized
terms not otherwise defined herein shall have the meanings ascribed
to them in the Plan.
1. Award of Performance Units
. The Company has granted to the Grantee, in accordance with
the terms of this Agreement and the Plan, Performance Units equal
to the number of shares of Common Stock of the Company, par value
$0.01 per share, (the “Common Stock”) and the amount of
cash set forth on Annex A hereto (the
“PSUs”).
2. Performance Targets and
Performance Periods . The PSUs will vest based to the
extent of attainment of the synergy targets set forth on Annex A
attached hereto (the “Performance Targets”) during the
periods beginning (i) January 1, 2006 and ending
December 31, 2006 and (ii) January 1, 2007 and ending December
31, 2007 (the “Performance Periods”).
3. Payout of Awards . The
Compensation Committee shall certify whether or not a Performance
Target has been attained. Such certifications may be made any time,
but, in any event, a final certification relating to the
Performance Period must be made on or before March 31, 2007
and 2008, respectively. If the Compensation Committee certifies
that a Performance Target has been attained, the Company shall
deliver to the Grantee the number of shares of Common Stock and
cash equal to the PSUs determined by the Compensation Committee to
have vested (net of any shares held to satisfy applicable tax
withholding, if the Grantee so elects). Any PSUs that have not
vested upon the final certification of the Compensation Committee
shall thereafter be canceled.
(a) In the event of death or
Disability of Grantee (defined in Section 19.10 of the Plan)
during the Performance Periods, the PSUs that subsequently vest
shall be prorated based upon the duration of Grantee’s
employment during the Performance Periods.
(b) In the event of a Change in
Control (defined in Section 19.6 of the Plan), if the
Grantee’s employment is terminated either (i) by reason
of his voluntary resignation for Good Reason (defined in
Section 19.18 of the Plan) or (ii) by the Company for any
reason except Cause
