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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employee Retention Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: Aleris International, Inc | Aurora Acquisition Holdings, Inc You are currently viewing:
This Employee Retention Agreement involves

Aleris International, Inc | Aurora Acquisition Holdings, Inc

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Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 8/12/2008
Industry: Misc. Fabricated Products     Law Firm: Cleary Gottlieb     Sector: Basic Materials

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: aleris international  inc , aurora acquisition holdings  inc
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Exhibit 10.2

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT, dated as of May 23, 2008 (the “ Agreement ”), by and among Aleris International, Inc. (the “ Company ”), Aurora Acquisition Holdings, Inc. (the “ Parent ”) and John J. Wasz (the “ Executive ”).

WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of December 19, 2006 where the Company employed the Executive as the Company’s Executive Vice President and President, Rolled Products – North America;

WHEREAS, the Company and the Executive now desire to change the terms of the Employment Agreement so that the Executive will assume the position of Special Advisor to the Chief Executive Officer;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Employment, Duties and Agreements .

(a) The Company hereby agrees to employ the Executive as a Special Advisor to the Chief Executive Officer of the Company and the Executive hereby accepts such position and agrees to continue to serve the Company in such capacity during the employment period fixed by Section 3 hereof (the “ Employment Period ”). For the avoidance of doubt, from the date hereof until June 1, 2008, the Executive shall continue to exercise his present duties as Executive Vice President and President, Rolled Products North America. The Executive shall have such duties and responsibilities as may be assigned by the Chief Executive Officer of the Company from time to time, and will include, without limitation, special projects concerning the rolled products industry in North America and assistance with sales and customer relations in the rolled products business of the Company. During the Employment Period, the Executive shall be subject to, and shall act in accordance with, all reasonable instructions and directions and all applicable policies and rules of the Company.

(b) In connection with the Executive’s employment by the Company under this Agreement, the Executive may work primarily from his residence in the Louisville, Kentucky area, except for such travel as the performance of the Executive’s duties may require.

(c) The Severance Agreement, dated as of August 30, 2005, by and between the Company and the Executive (the “ Severance Agreement ”) is hereby mutually terminated and of no further force and effect and the Executive hereby relinquishes and waives any and all rights thereunder.


2. Compensation .

(a) As compensation for the agreements made by the Executive herein and the performance by the Executive of his obligations hereunder, during the Employment Period, the Company shall pay the Executive, pursuant to the Company’s normal and customary payroll procedures, a base salary at the rate of $400,000 per annum, (the “ Base Salary ”). The Base Salary will not be adjusted during the Employment Term

(b) In addition to the Base Salary, during the fiscal year ending December 31, 2008 only, , the Executive shall be eligible to participate in the annual incentive plan (the “ AIP ”) established and approved by the Board and, pursuant to the AIP, the Executive may earn an annual bonus (the “ Annual Bonus ”) in such fiscal year, with a target Annual Bonus of 75% of Base Salary (the “Target Bonus”) up to a maximum of 150% of Base Salary, based on the achievement of annual performance objectives as set forth in the AIP, subject to the Executive’s employment with the Company through the applicable payment date for any such Annual Bonus. For purposes of the calculation of any such Annual Bonus award for fiscal year 2008, the Executive shall participate in the AIP as if he were a member of the Rolled Products North America business unit. The Executive agrees that he shall not be eligible for participation in, and will not earn an Annual Bonus under the AIP in the fiscal year ending December 31, 2009.

(c) The Company and the Executive shall amend and revise the Option agreements between them to provide that: (i) the Executive shall only vest in the Time-Based Options previously granted to the Executive through December 31, 2008, and any Time-Based Options that have not vested as of such date shall be forfeited on that date; (ii) the Executive hereby forfeits and releases any and all rights in the Performance Based Options previously granted to the Executive and agrees to so amend his option agreements.

(d) Any Options that have become vested and exercisable as of (or that become exercisable as a result of) the Date of Termination shall expire on the earlier of (i) one year after the Scheduled Termination Date; (ii) one year after the date the Executive’s employment is terminated for any reason other than Cause, death or Disability; (ii) one year after the date the Executive’s employment is terminated by reason of death or Disability; (iii) the commencement of business on the date the Executive’s employment is terminated for Cause; or (iv) the tenth anniversary of the grant date. All Options that are outstanding as of the tenth anniversary of the grant date will expire on such date. The Executive shall be permitted to exercise the vested portion of the Options through net-physical settlement (i.e., by delivery of Shares net of the number of Shares having a value equal to the applicable exercise price and applicable withholding taxes at the minimum statutory rate) if such exercise occurs after termination of the Executive’s employment pursuant to Sections 3(a) or 3(b), by the Company pursuant to Paragraph 3(d).

(e) During the Employment Period: (i) except as provided in the last sentence of this Section 2(f), the Executive and/or the Executive’s family, as the case may be, shall be entitled to participate in all employee benefit plans, practices, policies, programs and

 

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arrangements of the Company which are made available generally to other executive officers of the Company and/or their families, as the case may be, including, without limiting the Company’s right to terminate, modify or amend such plans in accordance with their terms or as provided in the immediately succeeding sentence, the Company’s benefits restoration program, life insurance, long-term disability and health plans and (ii) the Executive shall be entitled to the perquisites and other fringe benefits that are made available by the Company to its senior executives generally, subject to any applicable terms and conditions of any specific perquisite or other fringe benefit.

(f) The Company shall reimburse the Executive for all reasonable business expenses upon the presentation of statements of such expenses in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company.

3. Employment Period .

The Employment Period shall commence on June 1, 2008 and shall terminate on December 31, 2009 (the “Scheduled Termination Date”). Notwithstanding the foregoing, the Executive’s employment hereunder may be terminated during the Employment Period prior to the Scheduled Termination Date upon the earliest to occur of any one of the following events (at which time the Employment Period shall be terminated):

(a) Death. The Executive’s employment hereunder shall terminate upon his death.

(b) Disability. The Company shall be entitled to terminate the Executive’s employment hereunder for “ Disability ” if, as a result of the Executive’s incapacity due to physical or mental illness or injury, the Executive (i) shall become eligible to receive a benefit under the Company’s long-term disability plan applicable to the Executive, or (ii) if no such long-term disability plan is applicable to the Executive, the Executive shall have been unable to perform his duties hereunder for a period of ninety (90) consecutive days or a period of ninety (90) days in any one hundred eighty (180) day period.

(c) Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “ Cause ” shall mean: (i) a material breach by the Executive of this Agreement; (ii) other than as a result of physical or mental illness or injury, the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates; (iii) the Executive’s willful and continued misconduct or gross negligence which is materially injurious to the Company or an affiliate of the Company; or (iv) the indictment by the Executive of, or a plea by the Executive of nolo contendere to, a felony involving moral turpitude or other serious crime involving moral turpitude. In the case of clauses (i) and (ii) above, the Company shall provide notice to the Executive indicating in reasonable detail the events or circumstances that it believes constitute Cause hereunder and, if such breach or failure is reasonably susceptible to

 

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cure, provide the Executive with a reasonable period of time (not to exceed thirty (30) days) to cure such breach or failure. If, subsequent to the Executive’s termination of employment hereunder for other than Cause, it is determined in good faith by the Board that the Executive’s employment could have been terminated for Cause pursuant to clause (iv) of this Section 3(c), the Executive’s employment shall, at the election of the Board, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

(d) Without Cause. The Company may terminate the Executive’s employment hereunder during the Employment Period without Cause.

(e) Voluntarily. The Executive may voluntarily terminate his employment hereunder, provided that the Executive provides the Company with notice of his intent to terminate his employment at least 60 days in advance of the Date of Termination (as defined in Section 4(b) below).

4. Termination Procedure .

(a) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive during the Employment Period (other than a termination on account of the death of the Executive) shall be communicated by written “ Notice of Termination ” to the other party hereto in accordance with Section 10(a).

(b) Date of Termination. “ Date of Termination ” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is terminated pursuant to Section 3(b), on the date the Executive receives Notice of Termination from the Company, (iii) if the Executive voluntarily terminates his employment , the date specified in the notice given pursuant to Section 3(e) herein which shall not be less than 90 days after the Notice of Termination, and (iv) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days, or any alternative time period agreed upon by the parties, after the giving of such notice) set forth in such Notice of Termination.

5. Termination Payments .

(a) Without Cause. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive without Cause the Executive shall be entitled to the payments and benefits set forth in this Section 5(a):

(i) If the Executive’s employment is terminated prior to the Scheduled Termination Date, the Company shall pay the Executive (A) within thirty (30) days following the Date of Terminat


 
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