ALERIS CORPORATION 2010 EQUITY INCENTIVE PLAN FORM OF MANAGEMENT STOCK OPTION AWARD AGREEMENT

The Option Shares: Common stock of the Company, par value $0.01 per share.

Grant Date: __________

Number of Shares and Exercise Price per Share:

Vesting: Your _____ Options will vest and become exercisable as follows: ________________________________.

Change of Control: If you are employed at the time of a Change of Control, your Option will vest and become exercisable to the extent necessary to make the cumulative percentage of your Option that has become vested and exercisable as of such Change of Control at least equal to the percentage by which the Initial Investors have reduced their combined Common Stock interest

Scheduled Expiration Date: Your Option is scheduled to terminate on the tenth anniversary of the Grant Date.

Exercise. Only the vested portion of your Option may be exercised. In order to exercise all or any portion of the Option, you must deliver written notice to the Company of your intention to exercise, setting forth the number of Shares with respect to which the Option is to be exercised, along with payment of the Exercise Price and applicable withholding taxes in cash or by a personal check or bank draft. Instead of delivery of cash to pay the Exercise Price and applicable withholding taxes, the Committee may permit you to exercise your Option on a net exercise basis, in which case the Company will hold back from the Shares otherwise deliverable pursuant to such exercise the number of Shares necessary to satisfy the Exercise Price and/or applicable withholding taxes. The Committee may make this net exercise privilege available in cases where the Option is exercised after a Participant’s employment has ended at a time when the Shares are not publicly-traded. The Company will in its sole discretion determine the appropriate manner of dealing with fractional shares, including cancellation without payment. As a condition to the exercise of your Option, the Shares to be received upon exercise of your Option shall be subject to all of the terms of the Company’s Stockholders Agreement. By signing below, you will have agreed to become a party to, and be bound by, the Stockholders Agreement on the first day that you acquire any Shares pursuant to your Option.

Early Termination of the Option. Your Option may terminate before the Scheduled Expiration Date:

when your employment ends, the unvested portion of your Option will terminate immediately;

when your employment ends, the vested portion of your Option will terminate as follows:

if your employment ends because of a discharge for Cause, the Option will terminate immediately;

if you quit voluntarily, the Option will terminate on the ninetieth (90th) day after your employment ends;

if you are discharged without Cause, the Option will terminate six (6) months after your employment ends;

if your employment ends due to your death or Disability, the Option will terminate twelve (12) month after your employment ends; and

the Option will terminate upon any cancellation, termination or expiration implemented by the Committee under Plan Section 11 (adjustments upon certain corporate transactions) or Plan Section 15(b) (clawback/forfeiture).

Company Call Right. After your employment ends, the Company shall have the right, but not the obligation, to purchase any Shares acquired by you upon exercise of your Option (the “Call Right”). This Call Right may be exercised, in whole or in part, from time to time, by the Company providing written notice to you expressing its intent to exercise its Call Right and establishing a call settlement date of not earlier than six (6) months after you acquired the Shares being called. If the Company exercises the Call Right, as consideration for the Shares purchased by the Company, you will be paid the Fair Market Value of the Shares on the call settlement date.

Disclosure Memorandum/Confidentiality: You acknowledge that you have received and read a copy of the Plan’s Disclosure Memorandum, a copy of which is attached. By signing below, you agree to keep strictly confidential any non-public information provided to you by the Company or any Affiliate (“Confidential Information”), including, without limitation, the information contained in the Disclosure Memorandum, the terms of the Stockholders Agreement and/or any financial information relating to the Company or any Affiliate contained therein or subsequently provided to you. You may disclose Confidential Information (i) if required by applicable law; (ii) to members of your immediate family or, (iii) where necessary, to your tax or legal advisors so long as you inform your advisors of this confidentiality provision and they expressly agree to be bound by it.

Option Subject to Plan and Stockholders Agreement.

Employee Acknowledgements. By entering into this Award Agreement, you agree and acknowledge that (i) the Option is subject in all respects to the Plan and that the Option Shares are subject to the Stockholders Agreement, the terms and provisions of which are each hereby incorporated herein by reference; (ii) the Option is subject to Plan provisions under which, in certain circumstances, the Committee may terminate your Option and/or make adjustments to the kind and/or number of shares or property underlying the Option; 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.

Conflicts. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan and/or the Stockholders Agreement, the term or provision contained in the Plan and/or the Stockholders Agreement shall control. In the event of a conflict between any term or provision contained in the Plan and a term or provision of the Stockholders Agreement, the Committee shall resolve any such conflict in its sole discretion.

Defined Terms. Capitalized terms not otherwise defined in this Award Agreement have the meanings given such terms in the Plan.

Federal Taxes. The Option is not intended to be treated as an “incentive stock option,” as such term is defined in Section 422 of the Code. You should consult your personal tax advisor for more information concerning the tax treatment of your Option.