Common use of Grant of Restricted Stock Units Clause in Contracts

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan. If requested by the Company, as a condition precedent to the settlement of the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement).

Grant of Restricted Stock Units. Subject The Corporation hereby awards to the provisions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive PlanParticipant, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the number of Award Date, Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for under the Participant on the books of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)Plan. The Restricted Stock Units hereby awarded are issued in exchange for the stock options to purchase Common Stock tendered by the Participant pursuant to that certain Option Exchange Offer made by the Corporation, and the Participant hereby accordingly acknowledges and agrees that those tendered options have been accepted and cancelled by the Corporation and that he or she no longer has any right, entitlement or interest in those options or any right to acquire shares of Common Stock under those cancelled options. Each Restricted Stock Unit hereby awarded represents the Participant's right to receive one share of Common Stock on the vesting date of that unit. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall vest become issuable to Participant and settle the remaining terms and conditions governing the award (the "Award") shall be as set forth in Sections 2 and 3 belowthis Agreement. AWARD SUMMARY Award Date: ‹Award Date› Number of Shares Subject to Award: ‹# of Shares Awarded› shares of Common Stock (the "Shares") Vesting Schedule: One eighth of the Shares shall vest upon the Participant's continuation in Service until May 15, and 2006. The remaining Shares shall vest in a series of seven (7) successive equal quarterly installments upon the Participant's completion of each successive three (3)-month period of Service over the twenty-one (21) month period measured from May 15, 2006. However, one or more Shares may be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed accelerated vesting in accordance with the provisions of Paragraph 5 of this Agreement. Issuance Schedule The Shares in which the Plan. If requested by Participant vests in accordance with the Companyforegoing Vesting Schedule will be issuable immediately upon vesting, as a condition precedent subject to the settlement Corporation's collection of the Restricted Stock Units applicable Withholding Taxes. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 7 of this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement).

Grant of Restricted Stock Units. Subject The Company hereby evidences and confirms its grant to the provisions of this Agreement and to the provisions Participant, effective as of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time date set forth on Exhibit A hereto (the “PlanGrant Date”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such This Agreement is entered into pursuant to, and the Restricted Stock Units shall be credited to a separate account maintained for granted hereunder are subject to, the Participant on the books of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities terms and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions conditions of the Plan, which are incorporated by reference herein. If requested by there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern. The Participant acknowledges and recognizes that an important purpose of this Agreement is to align the interests of the Participant with those of the shareholders and to ensure that the Participant does not engage in activity detrimental to the interests of the Company’s shareholders if the Participant is going to be allowed the opportunity to participate in the financial rewards that result from this Agreement and their relationship to the value of equity participation in the Company. In addition, the Participant acknowledges that an ancillary purpose consistent with protecting the interests of the shareholders arises with respect to the Participant because the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about the Company and one or more of the Subsidiaries’ businesses, as a condition precedent well as access to the settlement prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and one or more of the Subsidiaries. Accordingly, in consideration of the receipt of the Restricted Stock Units pursuant to this AgreementUnits, the Participant agrees to be bound by the covenants set forth in Exhibit B to this Agreement (the “Commitment to Avoid Competitive Activities Agreement”). The Participant further affirms and understands that he or she shall execute be required to comply with such restrictive covenants for the Stockholders periods provided in the Commitment to Avoid Competitive Activities Agreement, to the extent permitted by applicable law, even if any, (unless the Participant has already done so) not vested in which case the Participant shall have or has forfeited all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by These covenants shall be in addition to, and shall not supersede, the covenants set forth in any other agreement to which the Participant upon settlement and the Company or any of its Subsidiaries are or hereafter become parties. The Participant acknowledges and agrees that the Company would not have entered into this Agreement and issued Restricted Stock Units shall be subject under this Agreement if the Participant did not agree to all terms these covenants. The Participant acknowledges and agrees not to contest or dispute the Company’s position that the prohibition of competitive activities provided for in Exhibit B is inextricably connected to and part of the Stockholders Agreement (without regard to whether or not the Participant is a party Company’s governance of its internal affairs and relates directly to the Stockholders Agreement)interests of the Company’s shareholders.

Grant of Restricted Stock Units. Subject The Company hereby grants to the provisions Grantee as of this Agreement and the Date of Grant (set forth above) a right to receive a “target” of [________] shares of the Company’s common stock subject to the provisions of the Aleris Holding Company 2010 Equity Incentive Planterms, as amendedconditions, supplemented or otherwise modified from time to time and restrictions set forth herein (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the Restricted Stock Units,” and such target number of Restricted Stock Units as set forth on Exhibit A hereto. Such Units, the “Target Number of Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “AccountUnits”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Grant DateCompany’s common stock, each Restricted Stock Unit credited to par value $0.01 per share (the Account shall correspond to one share of “Common Stock. Thereafter”), each Restricted Stock Unit shall correspond to such original share solely for purposes of Common Stock, plus any securities or other property received in respect of such share (or such securities the Plan and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)this Agreement. The Restricted Stock Units shall vest and settle be used solely as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with a device for the provisions determination of the Plannumber of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. If requested by The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a shareholder of the Company, no dividend rights (except as a condition precedent expressly provided in Section 4 with respect to the settlement of Dividend Equivalent rights) and no voting rights with respect to the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement underlying or issuable in respect of the such Restricted Stock Units. Any Units (“Award Shares”) until such shares of Common Stock received are actually issued to and held of record by the Participant upon settlement Grantee. This Award, together with the other equity awards granted by the Company to the Grantee on or about the date hereof, is in complete satisfaction of the Restricted Stock Units shall be subject Grantee’s right to all terms of receive stock options or other equity-based awards from the Stockholders Agreement (without regard to whether or not the Participant is a party Company with respect to the Stockholders Agreement)Company’s 2019 fiscal year.

Grant of Restricted Stock Units. Subject The Company hereby grants to the provisions Grantee as of this Agreement and the Date of Grant (set forth above) a right to receive a “target” of [________] shares of the Company’s common stock subject to the provisions of the Aleris Holding Company 2010 Equity Incentive Planterms, as amendedconditions, supplemented or otherwise modified from time to time and restrictions set forth herein (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the Restricted Stock Units,” and such target number of Restricted Stock Units as set forth on Exhibit A hereto. Such Units, the “Target Number of Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “AccountUnits”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Grant DateCompany’s common stock, each Restricted Stock Unit credited to par value $0.01 per share (the Account shall correspond to one share of “Common Stock. Thereafter”), each Restricted Stock Unit shall correspond to such original share solely for purposes of Common Stock, plus any securities or other property received in respect of such share (or such securities the Plan and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)this Agreement. The Restricted Stock Units shall vest and settle be used solely as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with a device for the provisions determination of the Plannumber of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. If requested by The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as a condition precedent expressly provided in Section 4 with respect to the settlement of Dividend Equivalent rights) and no voting rights with respect to the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement underlying or issuable in respect of the such Restricted Stock Units. Any Units (“Award Shares”) until such shares of Common Stock received are actually issued to and held of record by the Participant upon settlement Grantee. This Award, together with the other equity awards granted by the Company to the Grantee on or about the date hereof, is in complete satisfaction of the Restricted Stock Units shall be subject Grantee’s right to all terms of receive stock options or other equity-based awards from the Stockholders Agreement (without regard to whether or not the Participant is a party Company with respect to the Stockholders Agreement)Company’s 2018 fiscal year.

Grant of Restricted Stock Units. Subject The Company hereby grants to the provisions Grantee as of this Agreement and the Date of Grant (set forth above) a right to receive a “target” of [________] shares of the Company’s common stock subject to the provisions of the Aleris Holding Company 2010 Equity Incentive Planterms, as amendedconditions, supplemented or otherwise modified from time to time and restrictions set forth herein (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the Restricted Stock Units,” and such target number of Restricted Stock Units as set forth on Exhibit A hereto. Such Units, the “Target Number of Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “AccountUnits”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Grant DateCompany’s common stock, each Restricted Stock Unit credited to par value $0.01 per share (the Account shall correspond to one share of “Common Stock. Thereafter”), each Restricted Stock Unit shall correspond to such original share solely for purposes of Common Stock, plus any securities or other property received in respect of such share (or such securities the Plan and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)this Agreement. The Restricted Stock Units shall vest and settle be used solely as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with a device for the provisions determination of the Plannumber of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. If requested by The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as a condition precedent expressly provided in Section 4 with respect to the settlement of Dividend Equivalent rights) and no voting rights with respect to the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement underlying or issuable in respect of the such Restricted Stock Units. Any Units (“Award Shares”) until such shares of Common Stock received are actually issued to and held of record by the Participant upon settlement Grantee. This Award, together with the other equity awards granted by the Company to the Grantee on or about the date hereof, is in complete satisfaction of the Restricted Stock Units shall be subject Grantee’s right to all terms of receive stock options or other equity-based awards from the Stockholders Agreement (without regard to whether or not the Participant is a party Company with respect to the Stockholders Agreement)Company’s 2017 fiscal year.

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan. If requested by the Company, as a condition precedent to the settlement of the Restricted Stock Units pursuant to this AgreementAgreement prior to the effectiveness of an initial public offering of the Common Stock of the Company, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any For periods prior to the effectiveness of an initial public offering of the Common Stock of the Company, any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement).

Grant of Restricted Stock Units. Subject 1.1 In accordance with the terms of the Plan and subject to the provisions terms and conditions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 belowAward Agreement, the Company hereby grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such specified in the Grant Notice. 1.2 Each Restricted Stock Units shall be credited to Unit is a separate account maintained for the Participant on the books notional amount that represents one unvested share of common stock, no par value, of the Company (the a “AccountShare”). As of the Grant Date, each Each Restricted Stock Unit credited constitutes the right, subject to the Account shall correspond terms and conditions of the Plan and this Award Agreement, to one share distribution of Common Stock. Thereafter, each a Share if and when the Restricted Stock Unit shall correspond to such original share vests. Notwithstanding the foregoing, if the Participant is resident or employed outside of Common Stockthe United States, plus any securities or other property received the Company, in respect of such share (or such securities and property) by its sole discretion, may settle the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units in the form of a cash payment to the extent settlement in Shares: (i) is prohibited under local law; (ii) would require the Participant, the Company and/or its Affiliates to obtain the approval of any governmental and/or regulatory body in the Participant’s country; (iii) would result in adverse tax consequences for the Participant, the Company or any Affiliate; or (iv) is administratively burdensome. Alternatively, the Company, in its sole discretion, may settle the Restricted Stock Units in the form of Shares but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of Service (in which case, this Award Agreement shall vest and settle as set forth in Sections 2 and 3 below, and shall be give the Company the authority to issue sales instructions on the Participant’s behalf). 1.3 This Award Agreement is subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan and shall be interpreted in accordance therewith. The Participant hereby agrees to be bound by the terms of this Award Agreement and the Plan. 1.4 Subject to, and except as otherwise provided by, this Award Agreement, including Section 3.2 hereof, the Restricted Stock Units subject to this Award Agreement shall vest in installments, with each installment becoming vested on the “Vesting Date” shown below, if the Participant has remained in continuous Service (as defined in Section 3.3 hereof) until that Vesting Date. Notwithstanding the foregoing, the Board or the Committee may cause the Restricted Stock Units granted hereby to vest at an earlier date pursuant to its authority under the Plan. If requested by the Company, as a condition precedent to the settlement Percentage of Restricted Stock Units Vesting Date 1.5 Further details of the Restricted Stock Units pursuant granted to this Agreement, the Participant shall execute under the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all terms of the rights and obligations of a Stockholder (as such term is defined this Award Agreement are set forth in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Grant Notice.

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions (a) As of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent Date of Grant set forth in Section 15 belowthe Notice, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for in the Participant on the books Notice of the Company Grant (the “AccountRSUs”), which represent shares of the Company’s Common Stock. The RSUs are subject to the restrictions set forth in this Agreement and the Plan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the satisfaction of all other applicable conditions as to the RSUs, such RSUs (and any related Dividend Equivalent Rights described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in shares of Common Stock as provided in Section 1(e) of this Agreement and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent such award of RSUs has not been settled for Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Participant’s bookkeeping account a number of RSUs having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such RSU if it were an outstanding share of Common Stock (the “Dividend Equivalent Rights”). As These Dividend Equivalent Rights thereafter shall (i) be treated as RSUs for purposes of the Grant Date, each Restricted Stock Unit credited future dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the Account nearest whole RSU) at the same time as the RSUs with respect to which such Dividend Equivalent Rights were received. Any dividends or distributions on Common Stock paid other than in cash shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit accrue in the Participant’s bookkeeping account and shall correspond to such original share of Common Stock, plus any securities or other property received vest at the same time as the RSUs in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such share dividend or other distribution is paid on such Common Stock). (d) The Company’s obligations under this Agreement (with respect to both the RSUs and the Dividend Equivalent Rights, if any) shall be unfunded and unsecured, and no special or such securities separate fund shall be established and property) by the holders thereof (no other than Dividend Equivalents paid under Section 5 below)segregation of assets shall be made. The Restricted Stock Units rights of Participant under this Agreement shall vest and settle as set forth in Sections 2 and 3 belowbe no greater than those of a general unsecured creditor of the Company. In addition, and the RSUs shall be subject to adjustment such restrictions as set forth the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, any Company policy and any applicable federal or state securities law. (e) Except as otherwise provided in Section 6 below. Subject to Section 15 belowthis Agreement, this Agreement shall be construed settlement of the RSUs in accordance with the provisions of this Section 1(e) shall be delivered as soon as practicable after the Plan. If requested by the Company, as a condition precedent to the settlement end of the Restricted Stock Units pursuant Period, and upon the satisfaction of all other applicable conditions as to this Agreement, the RSUs (including the payment by the Participant of all applicable withholding taxes). The RSUs so payable to the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) be paid solely in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Stock.

Grant of Restricted Stock Units. (a) Subject to the provisions of this Agreement and pursuant to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company hereby grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth specified on Exhibit A heretothe signature page of this Agreement. Such The Company shall credit to a bookkeeping account maintained by the Company, or a third party on behalf of the Company, for the Participant’s benefit, the number of Restricted Stock Units granted hereunder, each of which shall be deemed to be the equivalent of one share of the Company’s Common Stock. (b) If the Company declares and pays a dividend or a distribution on Common Stock in the form of cash, then a number of additional Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books as of the Company payment date for such dividend or distribution equal to the result of dividing (i) the “Account”). As product of the Grant Date, each total number of Restricted Stock Unit Units credited to the Account Participant as of the record date for such dividend or distribution (other than previously settled or forfeited Restricted Stock Units) times the per share amount of such dividend or distribution, by (ii) the Fair Market Value of one share of Common Stock as of the record date for such dividend or distribution. Any Restricted Stock Units credited to the Participant under this subsection shall correspond be or become vested or forfeited (as appropriate) to one the same extent as the underlying Restricted Stock Units. (c) If the Company declares and pays a dividend or distribution on the Common Stock in the form of additional shares, or there occurs a forward split of Common Stock, then a number of additional Restricted Stock Units shall be credited to the Participant as of the payment date for such dividend or distribution or forward split equal to (i) the number of Restricted Stock Units credited to the Participant as of the record date for such dividend or distribution or split (other than previously settled or forfeited Restricted Stock Units), multiplied by (ii) the number of additional shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Any Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and credited to the Participant under this subsection shall be subject to adjustment or become vested or forfeited (as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan. If requested by the Company, as a condition precedent appropriate) to the settlement of same extent as the underlying Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Unit.

Grant of Restricted Stock Units. Subject Pursuant to, and subject to, the terms and conditions set forth herein (including without limitation Section 17 hereof) and in the Plan, the Company hereby grants to the provisions Participant 292,398 restricted stock units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of Common Stock or, in the discretion of the Administrator, an amount of cash equal to the Fair Market Value of such share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. Notwithstanding anything herein to the contrary: (a) subject to subclause (c) below and the last sentence of this paragraph, the Restricted Stock Units are granted subject to approval of the Plan by the shareholders of the Company; (b) no Restricted Stock Units granted hereunder will vest or be settled in shares of Common Stock prior to shareholder approval of the Plan; and (c) in the event that the amendment and restatement of the Plan is not approved by the Company’s stockholders by March 23, 2018, the Restricted Stock Units granted hereunder shall not be eligible to be settled in shares of Common Stock but shall exclusively be settled in accordance with the terms of this Agreement and by the payment of an amount in cash equal to the provisions Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”applicable date of vesting), which such payment to be made in accordance with Section 7 below. Additionally, in the event that, prior to the amendment and restatement of the Plan being approved by the Company's stockholders, (i) the Holder's employment is hereby incorporated by reference hereinterminated such that he becomes vested in all or part of the Restricted Stock Units in accordance with Section 6 below, (ii) a Change in Control occurs (as defined in Section 4(b) below), or (iii) a Vesting Date (as defined in Section 4(a)) occurs, then, to the extent set forth in Section 15 below, that the Company grants is not able to the Participant as of the Grant Date the number of settle such Restricted Stock Units as set forth on Exhibit A hereto. Such in shares of Common Stock, such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed settled in accordance with the provisions terms of the Plan. If requested this Agreement by the Company, as a condition precedent payment of an amount in cash equal to the settlement Fair Market Value of the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement (with Fair Market Value determined as of the Restricted Stock Units. Any shares applicable date of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall vesting), such payment to be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)made in accordance with Section 7 below.

Grant of Restricted Stock Units. (a) Subject to the provisions of this Agreement and pursuant to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company hereby grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth specified on Exhibit A heretothe signature page of this Agreement. Such The Company shall credit to a bookkeeping account maintained by the Company, or a third party on behalf of the Company, for Participant’s benefit, the number of Restricted Stock Units granted hereunder, each of which shall be deemed to be the equivalent of one Share. (b) If the Company declares and pays a dividend or a distribution on Common Stock in the form of cash, then a number of additional Restricted Stock Units shall be credited to Participant as of the payment date for such dividend or distribution equal to the result of dividing (i) the product of the total number of Restricted Stock Units credited to Participant as of the record date for such dividend or distribution (other than previously settled or forfeited Restricted Stock Units) times the per share amount of such dividend or distribution, by (ii) the Fair Market Value of one Share as of the record date for such dividend or distribution. Any Restricted Stock Units credited to Participant under this subsection shall be or become vested or forfeited (as appropriate) to the same extent as the underlying Restricted Stock Units. (c) If the Company declares and pays a separate account maintained for the Participant dividend or distribution on the books Common Stock in the form of the Company (the “Account”). As of the Grant Dateadditional shares, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share or there occurs a forward split of Common Stock, plus any securities or other property received in respect then a number of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan. If requested by the Company, as a condition precedent to the settlement of the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the additional Restricted Stock Units shall be subject credited to all terms Participant as of the Stockholders Agreement payment date for such dividend or distribution or forward split equal to (without regard i) the number of Restricted Stock Units credited to whether Participant as of the record date for such dividend or not distribution or split (other than previously settled or forfeited Restricted Stock Units), multiplied by (ii) the number of additional shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding Share. Any Restricted Stock Units credited to Participant is a party under this subsection shall be or become vested or forfeited (as appropriate) to the Stockholders Agreement)same extent as the underlying Restricted Stock Unit.

Grant of Restricted Stock Units. Subject 1.1 In accordance with the terms of the Plan and subject to the provisions terms and conditions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 belowAward Agreement, the Company hereby grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such specified in the Grant Notice. 1.2 Each Restricted Stock Units shall be credited to Unit is a separate account maintained for the Participant on the books notional amount that represents one unvested share of common stock, no par value, of the Company (the a “AccountShare”). As of the Grant Date, each Each Restricted Stock Unit credited constitutes the right, subject to the Account shall correspond terms and conditions of the Plan and this Award Agreement, to one share distribution of Common Stock. Thereafter, each a Share if and when the Restricted Stock Unit shall correspond to such original share vests. Notwithstanding the foregoing, if the Participant is resident or employed outside of Common Stockthe United States, plus any securities or other property received the Company, in respect of such share (or such securities and property) by its sole discretion, may settle the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units in the form of a cash payment to the extent settlement in Shares: (i) is prohibited under local law; (ii) would require the Participant, the Company and/or its Affiliates to obtain the approval of any governmental and/or regulatory body in the Participant’s country; (iii) would result in adverse tax consequences for the Participant, the Company or any Affiliate; or (iv) is administratively burdensome. Alternatively, the Company, in its sole discretion, may settle the Restricted Stock Units in the form of Shares but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of Service (in which case, this Award Agreement shall vest and settle as set forth in Sections 2 and 3 below, and shall be give the Company the authority to issue sales instructions on the Participant’s behalf). 1.3 This Award Agreement is subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the PlanPlan and shall be interpreted in accordance therewith. If requested The Participant hereby agrees to be bound by the Companyterms of this Award Agreement and the Plan. 1.4 Subject to, and except as a condition precedent otherwise provided by, this Award Agreement, including Section 3.2 hereof, the Restricted Stock Units subject to this Award Agreement shall vest in installments, with each installment becoming vested on the settlement “Vesting Date” shown below, if the Participant has remained in continuous Service (as defined in Section 3.3 hereof) until that Vesting Date. Notwithstanding the foregoing, the Board or the Committee may cause the Restricted Stock Units granted hereby to vest at an earlier date pursuant to its authority under the Plan. 1.5 Further details of the Restricted Stock Units pursuant granted to this Agreement, the Participant shall execute under the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all terms of the rights and obligations of a Stockholder (as such term is defined this Award Agreement are set forth in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Grant Notice.

Grant of Restricted Stock Units. The Company hereby confirms the grant of the RSUs to Participant as of the Award Date. Subject to the provisions terms of this Agreement and the Plan, the RSUs granted under this Agreement shall vest during the period set forth in Section 2 below. As soon as administratively practicable following the last day of the calendar quarter in which any Vesting Date (as defined in Section 2 below) occurs, but in no event later than March 15 of the calendar year following the calendar year in which any Vesting Date occurs, the Company shall issue to Participant one (1) share of Stock or a cash payment equal to the provisions Fair Market Value of one (1) share of Stock on the settlement date for each vested RSU. With respect to the RSUs covered by this Agreement, thirty-five percent (35%) (rounded to the nearest whole number of RSUs) of the Aleris Holding Company 2010 Equity Incentive PlanRSUs that vest on each Vesting Date shall be settled in cash in order to provide Participant with an amount of cash approximately equal to Participant’s estimated tax liability arising in connection with the vesting of such RSUs. Any shares of Stock issued upon the vesting of an RSU shall be subject to restrictions on transferability under Rule 144 under the Securities Act of 1933, as amended, supplemented or otherwise modified from time except with respect to time (the “Plan”Rule 144(d), which is hereby incorporated by reference hereinand any certificates evidencing such shares shall bear the following legend: THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY UNDER RULE 144 UNDER THE SECURITIES ACT OF 1933, to the extent set forth in Section 15 belowAS AMENDED (OTHER THAN WITH RESPECT TO RULE 144(D)) AND MAY NOT BE SOLD, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH RULE 144 (the “Account”OTHER THAN RULE 144(D). As of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan. If requested by the Company, as a condition precedent to the settlement of the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)OR AN OPINION OF COUNSEL TO THE EFFECT THAT COMPLIANCE WITH RULE 144 IS NOT REQUIRED.

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is Donaldson hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as Employee the number Restricted Stock Units specified in the grant summary for no cash consideration, subject to the following terms and conditions: a. This award is granted pursuant to the Plan and is subject to all of the terms and conditions of such Plan. The Employee acknowledges receipt of a copy of the Plan and the Plan Prospectus. Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan. b. The date of grant shall be as specified on the Employee’s individual grant summary made available on-line (“Grant Date Date”). c. Neither the Restricted Stock Units, nor the shares of Common Stock to which the units relate, may be sold, assigned, hypothecated or transferred (including without limitation, transfer by gift or donation) until the applicable vesting dates provided below (“Restriction Period”). If the application of the vesting percentages below results in the vesting of a fractional Restricted Stock Unit, the number of Restricted Stock Units as set forth on Exhibit A heretovested shall be rounded to the nearest whole number. Such Restricted Stock Units granted to the Employee shall be credited to a separate book-keeping account maintained for in the Participant on the books Employee’s name. This account shall be a record of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, book-keeping entries only and shall be subject to adjustment utilized solely as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with a device for the provisions measurement and determination of the Plan. If requested by the Company, as a condition precedent number of shares of Common Stock to be issued to the Employee in settlement of the Restricted Stock Units pursuant to this Agreement. Vesting Dates: Cumulative Units Vested: d. Unvested Restricted Stock Units shall be cancelled and forfeited if, at any time within the Restriction Period, the Participant Employee’s employment terminates for any reason (including without limitation termination by the Employer, with or without cause) other than for reasons of death, normal retirement at or after age 55, or disability (within the meaning of Section 22(e)(3) of the Code). Upon termination of the Employee’s employment within the Restriction Period by reason of death, normal retirement at or after age 55 or disability, the Restriction Period shall execute end upon such termination, and in lieu of the Stockholders vesting schedule above, the unvested Restricted Stock Units shall vest as to the number (rounded to the nearest whole share) of Restricted Stock Units obtained by multiplying the unvested Restricted Stock Units by a fraction formed from dividing the full number of months of the Employee’s employment since the Grant Date by thirty-six (36). The remainder of Restricted Stock Units shall be cancelled and forfeited. For the avoidance of doubt, a transfer of employment between Donaldson Affiliates shall not constitute a termination of employment for purposes of this Agreement. e. Upon the expiration of the Restriction Period, Donaldson shall cause to be issued to the Employee, or to the Employee’s designated beneficiary or estate (if any, (unless the Participant has already done sono designated beneficiary) in which case the Participant shall have all event of the rights Employee’s death, one (1) share of Common Stock in payment and obligations settlement of a Stockholder (as such term is defined in each vested Restricted Stock Unit. Donaldson shall cause the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired issuable in connection with the vesting of any such Restricted Stock Units to be issued as soon as practicable after the Restriction Period, but in all events no later than 30 days after the Restriction Period, and the Employee shall have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate entry on the Participant pursuant to the books of Donaldson or a duly authorized transfer agent of Donaldson and shall be in complete settlement and satisfaction of the such vested Restricted Stock Units. f. If the Employee has attained or will attain age 55 prior to the expiration of the Restriction Period applicable to Restricted Stock Units, such Restricted Stock Units shall be treated as “deferred compensation” subject to section 409A of Code. Any shares In such case, if those Restricted Stock Units vest and become payable on account of Common Stock received by the Participant upon settlement Employee’s termination of employment, the Restricted Stock Units shall be subject to all terms not become payable (even though non-forfeitable) unless the termination constitutes a “separation from service” as defined in Treasury Regulations promulgated under section 409A of the Stockholders Agreement (without regard to whether or not Code. In addition, if the Participant Employee is a party Specified Employee, payment on account of separation from service hereunder shall be made as of the date that is six months following the Employee’s separation from service (or, if earlier, upon the Employee’s death). g. Notwithstanding anything herein to the Stockholders Agreement)contrary, the Restricted Period shall lapse and all of the unvested Restricted Stock Units then outstanding and their corresponding shares of Common Stock shall become fully vested in the event of a Change in Control as defined in Section 3 below.

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions (a) As of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent Date of Grant set forth in Section 15 belowthe Notice, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for in the Participant on the books Notice of the Company Grant (the “AccountRSUs”), which represent shares of the Company’s Common Stock. The RSUs are subject to the restrictions set forth in this Agreement and the Plan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the satisfaction of all other applicable conditions as to the RSUs, such RSUs (and any related Dividend Equivalent Rights described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in shares of Common Stock as provided in Section 1(e) of this Agreement and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent such award of RSUs has not been settled for Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Participant’s bookkeeping account a number of RSUs having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such RSU if it were an outstanding share of Common Stock (the “Dividend Equivalent Rights”). As These Dividend Equivalent Rights thereafter shall (i) be treated as RSUs for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the nearest (d) The Company’s obligations under this Agreement (with respect to both the RSUs and the Dividend Equivalent Rights, if any) shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made. The rights of Participant under this Agreement shall be no greater than those of a general unsecured creditor of the Grant DateCompany. In addition, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and RSUs shall be subject to adjustment such restrictions as set forth the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, any Company policy and any applicable federal or state securities law. (e) Except as otherwise provided in Section 6 below. Subject to Section 15 belowthis Agreement, this Agreement shall be construed settlement of the RSUs in accordance with the provisions of this Section 1(e) shall be delivered as soon as practicable after the Plan. If requested by the Company, as a condition precedent to the settlement end of the Restricted Stock Units pursuant Period, and upon the satisfaction of all other applicable conditions as to this Agreement, the RSUs (including the payment by the Participant of all applicable withholding taxes). The RSUs so payable to the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) be paid solely in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Stock.

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as a) As of the Grant Date set forth in the Notice, the Company has granted to the Participant the number of Restricted Stock Units as set forth in the Notice (the “Units”). The Units are subject to the restrictions set forth in Section 2 of this Agreement and the applicable provisions of the Plan. (b) The Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the Units become vested and the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the satisfaction of all other applicable conditions as to the Units, such Units (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled as provided in Section 1(e) of this Agreement and otherwise in accordance with the Plan. (c) With respect to each Unit, whether or not vested, that has not been forfeited (but only to the extent such award of Units has not been settled), the Company shall, with respect to any cash dividends paid on Exhibit A hereto. Such the Share underlying such Unit, accrue and credit to the Participant’s bookkeeping account a number of Restricted Stock Units shall be credited to having a separate account maintained for the Participant on the books Fair Market Value as of the Company date such dividend is paid equal to the cash dividends that would have been paid with respect to the Share underlying such Unit if it were an outstanding Share (the “AccountDividend Units”). As These Dividend Units thereafter shall (i) be treated as Units for purposes of the Grant Date, each Restricted Stock Unit credited future dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the Account nearest whole Dividend Unit) at the same time as the Unit with respect to which such Dividend Units were received. Any dividends or distributions on a Share underlying a Unit paid other than in cash shall correspond to one share of Common Stock. Thereafter, each Restricted Stock accrue and be credited in the Participant’s bookkeeping account and shall vest at the same time as the Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such share dividend or other distribution is paid on such Share). (d) The Company’s obligations under this Agreement (with respect to both the Units and the Dividend Units, if any) shall be unfunded and unsecured, and no special or such securities separate fund shall be established and property) by the holders thereof (no other than Dividend Equivalents paid under Section 5 below)segregation of assets shall be made. The Restricted Stock rights of the Participant under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment such restrictions as set forth the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Shares are then listed, any Company policy and any applicable federal or state securities law. (e) Except as otherwise provided in Section 6 below. Subject to Section 15 below, this Agreement shall be construed or the Plan, settlement of the Units in accordance with the provisions of this Section 1(e) shall occur as soon as practicable after the Plan. If requested by the Company, as a condition precedent to the settlement end of the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder Period (as such term is defined in below), and upon the Stockholders Agreement) described therein in respect satisfaction of any shares of Common Stock that are acquired all other applicable conditions as to the Units (including the payment by the Participant pursuant to the settlement of all applicable withholding taxes), but in no event later than March 15 of the Restricted Stock Unitscalendar year following the calendar year in which the Unit vests. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units vested Unit shall be subject to all terms settled solely in one Share, unless the Committee otherwise determines in its sole discretion that the Unit shall be settled in another form of consideration permitted under the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Plan.

Grant of Restricted Stock Units. (a) Subject to the provisions of this Agreement and pursuant to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company hereby grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth specified on Exhibit A heretothe signature page of this Agreement. Such The Company shall credit to a bookkeeping account (the “Account”) maintained by the Company, or a third party on behalf of the Company, for the Participant’s benefit the Restricted Stock Units, each of which shall be deemed to be the equivalent of one share of the Company’s common stock, par value $.0.01 per share (each, a “Share”). (b) During the period a Restricted Stock Unit is not vested, Participant shall not be entitled to receive dividends and/or other distributions declared on such Restricted Stock Unit and Participant shall not be entitled to vote such Restricted Stock Unit. However, if and whenever any dividends or other distributions are declared on the Shares, on the date such dividend or other distribution is paid, the Company will credit to the Account a number of additional Restricted Stock Units equal to the result of dividing (i) the product of the total number of vested Restricted Stock Units credited to the Account on the record date for such dividend or other distributions (other than previously settled or forfeited Restricted Stock Units) times the per Share amount of such dividend or other distribution, by (ii) the Fair Market Value of one Share on the record date for such dividend or other distribution. The additional Restricted Stock Units shall be credited vested to a separate account maintained for the Participant on same extent as the books of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit Units that resulted in the crediting of such additional Restricted Stock Units. (c) If and whenever there occurs a forward split of Shares, then a number of additional Restricted Units shall be credited to the Account shall correspond as of the payment date for such dividend or distribution or forward split equal to one share (i) the total number of Common Stock. Thereafter, each Restricted Stock Unit shall correspond Units credited to the Account on the record date for such original share dividend or distribution or split (other than previously settled or forfeited Restricted Stock Units), multiplied by (ii) the number of Common Stock, plus any securities or other property received additional Shares actually issued in such split in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)each outstanding Share. The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan. If requested by the Company, as a condition precedent to the settlement of the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the additional Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party become vested to the Stockholders Agreement)same extent as the Restricted Stock Units that resulted in the crediting of such additional Restricted Stock Units.

Grant of Restricted Stock Units. Subject The Company hereby grants to the provisions Grantee as of this Agreement and the Date of Grant (set forth above) a right to receive a “target” of 23,217 shares of the Company’s common stock subject to the provisions of the Aleris Holding Company 2010 Equity Incentive Planterms, as amendedconditions, supplemented or otherwise modified from time to time and restrictions set forth herein (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the Restricted Stock Units,” and such target number of Restricted Stock Units as set forth on Exhibit A hereto. Such Units, the “Target Number of Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “AccountUnits”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Grant DateCompany’s common stock, each Restricted Stock Unit credited to par value $0.01 per share (the Account shall correspond to one share of “Common Stock. Thereafter”), each Restricted Stock Unit shall correspond to such original share solely for purposes of Common Stock, plus any securities or other property received in respect of such share (or such securities the Plan and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)this Agreement. The Restricted Stock Units shall vest and settle be used solely as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with a device for the provisions determination of the Plannumber of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. If requested by The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a shareholder of the Company, no dividend rights (except as a condition precedent expressly provided in Section 4 with respect to the settlement of Dividend Equivalent rights) and no voting rights with respect to the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement underlying or issuable in respect of the such Restricted Stock Units. Any Units (“Award Shares”) until such shares of Common Stock received are actually issued to and held of record by the Participant upon settlement Grantee. This Award, together with the other equity awards granted by the Company to the Grantee on or about the Date of Grant, is in complete satisfaction of the Restricted Stock Units shall be subject Grantee’s right to all terms of receive stock options or other equity-based awards from the Stockholders Agreement (without regard to whether or not the Participant is a party Company with respect to the Stockholders Agreement)Company’s 2022 fiscal year.

Grant of Restricted Stock Units. Subject 1.1 In accordance with the terms of the Plan and subject to the provisions terms and conditions of this Agreement and to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 belowAward Agreement, the Company hereby grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such specified in the Grant Notice. 1.2 Each Restricted Stock Units shall be credited to Unit is a separate account maintained for the Participant on the books notional amount that represents one unvested share of common stock, no par value, of the Company (the a “AccountShare”). As of the Grant Date, each Each Restricted Stock Unit credited constitutes the right, subject to the Account shall correspond terms and conditions of the Plan and this Award Agreement, to one share distribution of Common Stock. Thereafter, each a Share if and when the Restricted Stock Unit shall correspond to such original share vests. Notwithstanding the foregoing, if the Participant is resident or employed outside of Common Stockthe United States, plus any securities or other property received the Company, in respect of such share (or such securities and property) by its sole discretion, may settle the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units in the form of a cash payment to the extent settlement in Shares: (i) is prohibited under local law; (ii) would require the Participant, the Company and/or its Affiliates to obtain the approval of any governmental and/or regulatory body in the Participant’s country; (iii) would result in adverse tax consequences for the Participant, the Company or any Affiliate; or (iv) is administratively burdensome. Alternatively, the Company, in its sole discretion, may settle the Restricted Stock Units in the form of Shares but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of Service (in which case, this Award Agreement shall vest and settle as set forth in Sections 2 and 3 below, and shall be give the Company the authority to issue sales instructions on the Participant’s behalf). 1.3 This Award Agreement is subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the PlanPlan and shall be interpreted in accordance therewith. If requested The Participant hereby agrees to be bound by the Companyterms of this Award Agreement and the Plan. 1.4 Subject to, and except as a condition precedent otherwise provided by, this Award Agreement, including Section 3.2 hereof, the Restricted Stock Units subject to this Award Agreement shall vest in full on the settlement “Vesting Date” shown below, if the Participant has remained in continuous Service (as defined in Section 3.3 hereof) until the Vesting Date. Notwithstanding the foregoing, the Board or the Committee may cause the Restricted Stock Units granted hereby to vest at an earlier date pursuant to its authority under the Plan. 1.5 Further details of the Restricted Stock Units pursuant granted to this Agreement, the Participant shall execute under the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all terms of the rights and obligations of a Stockholder (as such term is defined this Award Agreement are set forth in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Grant Notice.

Grant of Restricted Stock Units. Subject The Company hereby grants to the provisions Grantee as of this Agreement and the Date of Grant (set forth above) a right to receive a “target” of 129,451 shares of the Company’s common stock subject to the provisions of the Aleris Holding Company 2010 Equity Incentive Planterms, as amendedconditions, supplemented or otherwise modified from time to time and restrictions set forth herein (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the Restricted Stock Units,” and such target number of Restricted Stock Units as set forth on Exhibit A hereto. Such Units, the “Target Number of Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “AccountUnits”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Grant DateCompany’s common stock, each Restricted Stock Unit credited to par value $0.01 per share (the Account shall correspond to one share of “Common Stock. Thereafter”), each Restricted Stock Unit shall correspond to such original share solely for purposes of Common Stock, plus any securities or other property received in respect of such share (or such securities the Plan and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)this Agreement. The Restricted Stock Units shall vest and settle be used solely as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with a device for the provisions determination of the Plannumber of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. If requested by The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a shareholder of the Company, no dividend rights (except as a condition precedent expressly provided in Section 4 with respect to the settlement of Dividend Equivalent rights) and no voting rights with respect to the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement underlying or issuable in respect of the such Restricted Stock Units. Any Units (“Award Shares”) until such shares of Common Stock received are actually issued to and held of record by the Participant upon settlement Grantee. This Award, together with the other equity awards granted by the Company to the Grantee on or about the Date of Grant, is in complete satisfaction of the Restricted Stock Units shall be subject Grantee’s right to all terms of receive stock options or other equity-based awards from the Stockholders Agreement (without regard to whether or not the Participant is a party Company with respect to the Stockholders Agreement)Company’s 2022 fiscal year.

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions (a) As of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent Grant Date set forth in Section 15 belowthe Notice of Grant, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for in the Participant on the books Notice of the Company Grant (the “AccountUnits”), which represent shares of the Company’s common stock, par value $.01 per share (“Common Stock”). As The Units are subject to the restrictions set forth in Section 1.2 of this Agreement, the terms and conditions of the Grant DatePlan and the other terms and conditions contained in this Agreement. (b) The Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement, each Restricted Stock Unit credited and upon the satisfaction of all other applicable conditions as to the Account Units, such Units (and any related Dividend Units described in Section 1.1(c) below) not forfeited pursuant to Section 1.4 hereof shall correspond be settled in cash or shares of Common Stock as provided in Section 1.1(e) of this Agreement and otherwise in accordance with the Plan. (c) With respect to one each Unit, whether or not vested, that has not been forfeited (but only to the extent such award of Units has not been settled for cash or Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Participant’s bookkeeping account a number of Units having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such Unit if it were an outstanding share of Common StockStock (the “Dividend Units”). Thereafter, each Restricted These Dividend Units thereafter shall (i) be treated as Units for purposes of future dividend accruals pursuant to this Section 1.1(c); and (ii) vest in such amounts (rounded to the nearest whole Unit) at the same time as the Units with respect to which such Dividend Units were received. Any dividends or distributions on Common Stock Unit paid other than in cash shall correspond to such original share of Common Stock, plus any securities or other property received accrue in the Participant’s bookkeeping account and shall vest at the same time as the Units in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such share dividend or other distribution is paid on such Common Stock). (d) The Company’s obligations under this Agreement (with respect to both the Units and the Dividend Units, if any) shall be unfunded and unsecured, and no special or such securities separate fund shall be established and property) by the holders thereof (no other than Dividend Equivalents paid under Section 5 below)segregation of assets shall be made. The Restricted Stock rights of Employee under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment such restrictions as set forth the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, and any applicable federal or state securities law. (e) Except as otherwise provided in Section 6 below. Subject to Section 15 belowthis Agreement, this Agreement shall be construed settlement of the Units in accordance with the provisions of this Section 1.1(e) shall be delivered as soon as practicable after the Plan. If requested by the Company, as a condition precedent to the settlement end of the Restricted Period, and upon the satisfaction of all other applicable conditions as to the Units (including the payment by the Participant of all applicable withholding taxes). At such time, the Company shall deliver to the Participant one share of Common Stock (or cash equal to the Fair Market Value of one share of Common Stock) for each Unit. The Units pursuant so payable to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) be paid solely in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock that are acquired by (determined as of the Participant pursuant to first business day next following the settlement last day of the Restricted Stock Units. Any shares Period), or in a combination of Common Stock received the two, as determined by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Committee in its sole discretion.

Grant of Restricted Stock Units. Subject Donaldson hereby grants to the provisions Participant the number of this Agreement Restricted Stock Units representing the right to receive shares of common stock, par value of US$5.00 per share, of Donaldson (“Common Stock”) specified in the grant summary for no cash consideration, and dividend equivalent amounts corresponding to the provisions shares, subject to the following terms and conditions: (a) This Award is granted pursuant to the Xxxxxxxxx Company, Inc. Compensation Plan for Non‑Employee Directors and the 2010 Master Stock Incentive Plan of the Aleris Holding Company 2010 Equity Incentive PlanDonaldson (collectively, as amended, supplemented or otherwise modified from time to time (the “Plan”), and is subject to all of the terms and conditions of the Plan. The Participant acknowledges receipt of a copy of the Plan and the Plan Prospectus. Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan. (b) Date of grant shall be as specified on your individual grant summary made available to you on‑line (“Grant Date”). (c) Neither the Restricted Stock Units, nor the shares of Common Stock to which is hereby incorporated the units relate, may be sold, assigned, hypothecated or transferred (including without limitation, transfer by reference herein, to gift or donation) until the extent set forth in Section 15 below, the Company grants to the Participant as first anniversary of the Grant Date the number of (“Restriction Period”). Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units granted to the Participant shall be credited to an account in the Participant’s name. This account shall be a separate account maintained record of book‑keeping entries only and shall be utilized solely as a device for the measurement and determination of the number of shares of Common Stock to be issued to or in respect of the Participant pursuant to this Agreement. (d) The Restricted Stock Units subject to the Award shall be forfeited to Donaldson if, at any time within the Restriction Period, the Participant’s service as a Director of the Company is terminated for any reason unless: (i) the Participant’s termination is due to retirement or resignation from service as a Director of the Company in accordance with the age and term limits of the Corporate Governance Guidelines of the Company; or (ii) a majority of the members of the Board of Directors other than the eligible Director consent to the continued vesting of the Restricted Stock in accordance with the original vesting schedule. (e) Upon the expiration of the Restriction Period, the Company shall cause to be issued to the Participant, or to the Participant’s designated beneficiary or estate in the event of the Participant’s death, one share of Common Stock in payment and settlement of each vested Restricted Stock Unit. The Company shall cause the shares issuable in connection with the vesting of any such Restricted Stock Units to be issued as soon as practicable after the Restriction Period, but in all events no later than 30 days after the Restriction Period, and the Participant shall have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of the Company (the “Account”). As or a duly authorized transfer agent of the Grant Date, each Restricted Stock Unit credited to the Account shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit shall correspond to such original share of Common Stock, plus any securities or other property received in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below). The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, Company and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions complete settlement and satisfaction of the Plan. If requested by the Company, as a condition precedent such vested Restricted Stock Units. (f) Notwithstanding anything herein to the settlement of the Restricted Stock Units pursuant to this Agreement, the Participant contrary such restrictions shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have lapse and all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by shall become fully vested in the Participant pursuant to the settlement event of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Change in Control as defined in section 2 below.

Grant of Restricted Stock Units. Subject to the provisions of this Agreement and to the provisions (a) As of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent Date of Grant set forth in Section 15 belowthe Notice, the Company grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth on Exhibit A hereto. Such Restricted Stock Units shall be credited to a separate account maintained for in the Participant on the books Notice of the Company Grant (the “AccountRSUs”), which represent shares of the Company’s Common Stock. The RSUs are subject to the restrictions set forth in this Agreement and the Plan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the satisfaction of all other applicable conditions as to the RSUs, such RSUs (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in shares of Common Stock as provided in Section 1(e) of this Agreement and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent such award of RSUs has not been settled for Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Participant’s bookkeeping account a number of RSUs having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such RSU if it were an outstanding share of Common Stock (the “Dividend Units”). As These Dividend Units thereafter shall (i) be treated as RSUs for purposes of the Grant Date, each Restricted Stock Unit credited future dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the Account nearest whole RSU) at the same time as the RSUs with respect to which such Dividend Units were received. Any dividends or distributions on Common Stock paid other than in cash shall correspond to one share of Common Stock. Thereafter, each Restricted Stock Unit accrue in the Participant’s bookkeeping account and shall correspond to such original share of Common Stock, plus any securities or other property received vest at the same time as the RSUs in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such share dividend or other distribution is paid on such Common Stock). (d) The Company’s obligations under this Agreement (with respect to both the RSUs and the Dividend Units, if any) shall be unfunded and unsecured, and no special or such securities separate fund shall be established and property) by the holders thereof (no other than Dividend Equivalents paid under Section 5 below)segregation of assets shall be made. The Restricted Stock Units rights of Participant under this Agreement shall vest and settle as set forth in Sections 2 and 3 belowbe no greater than those of a general unsecured creditor of the Company. In addition, and the RSUs shall be subject to adjustment such restrictions as set forth the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, any Company policy and any applicable federal or state securities law. (e) Except as otherwise provided in Section 6 below. Subject to Section 15 belowthis Agreement, this Agreement shall be construed settlement of the RSUs in accordance with the provisions of this Section 1(e) shall be delivered as soon as practicable after the Plan. If requested by the Company, as a condition precedent to the settlement end of the Restricted Stock Units pursuant Period, and upon the satisfaction of all other applicable conditions as to this Agreement, the RSUs (including the payment by the Participant of all applicable withholding taxes). The RSUs so payable to the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) be paid solely in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party to the Stockholders Agreement)Stock.

Grant of Restricted Stock Units. (a) Subject to the provisions of this Agreement and pursuant to the provisions of the Aleris Holding Company 2010 Equity Incentive Plan, as amended, supplemented or otherwise modified from time to time (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company hereby grants to the Participant as of the Grant Date the number of Restricted Stock Units as set forth specified on Exhibit A heretothe signature page of this Agreement. Such The Company shall credit to a bookkeeping account (the “Account”) maintained by the Company, or a third party on behalf of the Company, for the Participant’s benefit the Restricted Stock Units, each of which shall be deemed to be the equivalent of one share of the Company’s common stock, par value $.0.01 per share (each, a “Share”). (b) During the period a Restricted Stock Unit is not vested, Participant shall not be entitled to receive dividends and/or other distributions declared on such Restricted Stock Unit and Participant shall not be entitled to vote such Restricted Stock Unit. However, if and whenever any dividends or other distributions are declared on the Shares, on the date such dividend or other distribution is paid, the Company will credit to the Account a number of additional Restricted Stock Units equal to the result of dividing (i) the product of the total number of vested Restricted Stock Units credited to the Account on the record date for such dividend or other distributions (other than previously settled or forfeited Restricted Stock Units) times the per Share amount of such dividend or other distribution, by (ii) the Fair Market Value of one Share on the record date for such dividend or other distribution. The additional Restricted Stock Units shall be credited vested to a separate account maintained for the Participant on same extent as the books of the Company (the “Account”). As of the Grant Date, each Restricted Stock Unit Units that resulted in the crediting of such additional Restricted Stock Units. (c) If and whenever there occurs a forward split of Shares, then a number of additional Restricted Units shall be credited to the Account shall correspond as of the payment date for such dividend or distribution or forward split equal to one share (i) the total number of Common Stock. Thereafter, each Restricted Stock Unit shall correspond Units credited to the Account on the record date for such original share dividend or distribution or split (other than previously settled or forfeited Restricted Stock Units), multiplied by (ii) the number of Common Stock, plus any securities or other property received additional Shares actually issued in such split in respect of such share (or such securities and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)each outstanding Share. The Restricted Stock Units shall vest and settle as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with the provisions of the Plan. If requested by the Company, as a condition precedent to the settlement of the Restricted Stock Units pursuant to this Agreement, the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) in which case the Participant shall have all of the rights and obligations of a Stockholder (as such term is defined in the Stockholders Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the additional Restricted Stock Units shall be subject to all terms of the Stockholders Agreement (without regard to whether or not the Participant is a party become vested to the Stockholders Agreement)same extent as the Restricted Stock Units that resulted in the crediting of such additional Restricted Stock Units. (d) If and whenever there occurs a reverse split of Shares, then the number of Restricted Units shall be adjusted equitably.

Grant of Restricted Stock Units. Subject The Company hereby grants to the provisions Grantee as of this Agreement and the Date of Grant (set forth above) a right to receive a “target” of 183,368 shares of the Company’s common stock subject to the provisions of the Aleris Holding Company 2010 Equity Incentive Planterms, as amendedconditions, supplemented or otherwise modified from time to time and restrictions set forth herein (the “Plan”), which is hereby incorporated by reference herein, to the extent set forth in Section 15 below, the Company grants to the Participant as of the Grant Date the Restricted Stock Units,” and such target number of Restricted Stock Units as set forth on Exhibit A hereto. Such Units, the “Target Number of Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “AccountUnits”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Grant DateCompany’s common stock, each Restricted Stock Unit credited to par value $0.01 per share (the Account shall correspond to one share of “Common Stock. Thereafter”), each Restricted Stock Unit shall correspond to such original share solely for purposes of Common Stock, plus any securities or other property received in respect of such share (or such securities the Plan and property) by the holders thereof (other than Dividend Equivalents paid under Section 5 below)this Agreement. The Restricted Stock Units shall vest and settle be used solely as set forth in Sections 2 and 3 below, and shall be subject to adjustment as set forth in Section 6 below. Subject to Section 15 below, this Agreement shall be construed in accordance with a device for the provisions determination of the Plannumber of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. If requested by The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as a condition precedent expressly provided in Section 4 with respect to the settlement of Dividend Equivalent rights) and no voting rights with respect to the Restricted Stock Units pursuant and any shares of Common Stock underlying or issuable in respect of such Restricted Stock Units (“Award Shares”) until such shares of Common Stock are actually issued to this Agreement, and held of record by the Participant shall execute the Stockholders Agreement, if any, (unless the Participant has already done so) Grantee. This Award is in which case the Participant shall have all complete satisfaction of the rights and obligations Grantee’s right to receive an award of a Stockholder “Performance Shares” (as such term is defined in the Stockholders Employment Agreement) described therein in respect of any shares of Common Stock that are acquired by the Participant pursuant to the settlement Section 5(b) of the Restricted Stock Units. Any shares of Common Stock received by the Participant upon settlement of the Restricted Stock Units shall be subject to all terms of the Stockholders Employment Agreement (without regard to whether or not the Participant is a party with respect to the Stockholders Agreement)Company’s 2016 fiscal year.