Exhibit 99.2
ALERIS INTERNATIONAL,
INC.
2004 EQUITY INCENTIVE
PLAN
PERFORMANCE UNITS
AGREEMENT
This PERFORMANCE UNITS
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, share-denominated
Performance Units equal to
Shares of Common Stock of the Company, par value $0.01 per share,
(the “Common Stock”) (the
“PSUs”).
2. Performance Targets and
Performance Periods . The PSUs will vest based to the
extent of attainment of the merger synergy targets for
IMCO-Commonwealth Merger and the return on capital employed targets
set forth on Annex A attached hereto (each, a “Performance
Target”) during the three-year period beginning
January 1, 2006 and ending December 31, 2008 (the
“Performance Period”).
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
during or upon completion of the Performance Period, but, in any
event, a final certification relating to the Performance Period
must be made on or before March 31, 2009. 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 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 Period, the PSUs that subsequently vest
shall be prorated based upon the duration of Grantee’s
employment during the Performance Period.
(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)
