Second Amendment to Employment Agreement between Sean M. Stack and Aleris International, Inc.
This amendment updates the employment agreement between Sean M. Stack, Aleris International, Inc., and Aleris Corporation. It shortens the notice period for certain actions from six months to thirty days, modifies the timing and calculation of severance payments in connection with a change of control, and extends the severance period from twelve to eighteen months. All other terms of the original agreement remain unchanged. The amendment is effective immediately prior to Aleris Corporation's initial public offering.
Exhibit 10.5.2
Amendment 2 of Employment Agreement
Mr. Sean M. Stack (the Executive) and Aleris International, Inc. (the Company) and for certain purposes Aleris Corporation (the Parent) formerly Aleris Holding Company entered into an agreement dated June 1, 2010 as amended by a letter dated April 5, 2011.
The Executive, Company and Parent desire to amend the Agreement effective immediately prior to the effectiveness of an initial public offering of Parent pursuant to the Form S-1 filed with the Securities and Exchange Commission on April 26, 2011, as amended, as follows:
1. Clause (ii) of the first sentence of Section 3 is amended by replacing the words six (6) months with thirty (30) days.
2. The last sentences of Sections 5(a)(ii) and (d) shall be amended to add at the end thereof the following:
;provided, further, however, notwithstanding the foregoing, if termination of employment is in anticipation of or within twelve (12) months following a Change of Control (as defined in the Aleris Corporation 2012 Equity Incentive Plan), the Severance Payment will be paid in a cash lump sum within thirty (30) days following the Date of Termination, to the extent permissible under the rules regarding a short term deferral within the meaning of Treasury Regulations Section 1.409A-1(b)(4) of the Code and separation pay plans within the meaning of Treasury Regulations Section 1.409A-1(b)(9) of the Code or otherwise not subject Executive to taxes under Section 409A of the Code. For purposes of the foregoing, a termination of employment will be deemed to be in anticipation of a Change of Control if such termination is for the principal purpose of avoiding or evading the Companys or Parents compensation obligations that would arise upon a termination following a Change of Control.
3. Section 5(d) is amended by replacing the words twelve (12) with eighteen (18) in the two places it appears and to add after (ii) the following the product of (x) one and one-half times (y).
4. Except as expressly amended by this letter agreement, the Agreement shall otherwise continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
Executive |
Sean M. Stack |
Aleris International, Inc. |
|
By: Christopher R. Clegg |
Executive Vice President, General Counsel & Secretary |
Aleris Corporation |
|
By: Christopher R. Clegg |
Executive Vice President, General Counsel & Secretary |
2