Form of Amendment to the Amended and Restated Employment Agreement with Mr. Sean Stack
Exhibit 10.2
FORM OF AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT No. 1 (the Amendment), dated November 13, 2017, to the Amended and Restated Employment Agreement (the Agreement), effective as of July 11, 2015, by and among Aleris International, Inc., a Delaware corporation (together with its successors and assigns, the Company) and Sean Stack (the Executive).
WHEREAS, the Compensation Committee of the Company previously authorized and approved changes in the Executives Annual Base Salary and Target Bonus percentage (the Compensation Changes); and
WHEREAS, the Compensation Committee of the Company previously authorized and approved an amendment to the Agreement that, changed the multiplier used in calculating the Executives Severance Payment in the event that the Company terminates the Executives employment thereunder without Cause, or the Executive terminates his employment thereunder with Good Reason (the Severance Multiplier Change); and
WHEREAS, the parties desire to amend the Agreement to acknowledge the Compensation Changes and Severance Multiplier Change as set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the Executive and the Company agree as follows:
1. Amendments.
A. Section 2(a) is hereby amended by adding the following sentence at the end of the paragraph:
Effective as of November 13, 2017, Executives Base Salary shall be at the rate of $ per anum.
B. Section 2(b) is hereby amended by adding the following sentence at the end of the paragraph:
Effective as of November 13, 2017, Executives Target Bonus shall be % of Base Salary, up to a maximum of % of Base Salary.
C. Section 5(a)(i)(C) is hereby deleted in its entirety and replaced as follows:
(C) a cash payment equal to three (3) times the sum of (i) the annual Base Salary as of the Date of Termination (disregarding, for this purpose, any reduction in Base Salary that occurred after the Amendment Effective Date) and (ii) the annual Target Bonus as of the Date of Termination (disregarding, for the purpose of determining the Target Bonus, any reduction in Base Salary that occurred after the Amendment Effective Date) (such payment, the Severance Payment); and
2. | Other. Except as amended hereby, the Agreement shall remain in full force and effect. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
EXECUTIVE |
|
Sean Stack |
ALERIS INTERNATIONAL, INC. |
By: |
[Signature Page to the Amendment to Amended and Restated Employment Agreement]