Aleris International, Inc. Retirement Benefit Restoration Plan

EXHIBIT 10.22


ALERIS INTERNATIONAL, INC.

RETIREMENT BENEFIT RESTORATION PLAN


ALERIS INTERNATIONAL, INC.


RETIREMENT BENEFIT RESTORATION PLAN


WHEREAS , Aleris International, Inc. desires to adopt a benefit restoration plan for a select group of management and highly compensated employees;


NOW, THEREFORE , Aleris International, Inc. hereby establishes the Aleris International, Inc. Retirement Benefit Restoration Plan effective on January 1, 2005, the terms of which are set forth in this document as it may be amended from time to time.

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ARTICLE 1


DEFINITIONS

1.1 " Account" means all ledger accounts pertaining to a Participant which are maintained by the Committee to reflect the amount of deferred compensation due the Participant. The Committee shall establish the following Accounts and any additional Accounts that the Committee considers necessary.


(a) Deferral Account- The Participant' s deferral, if any, between one percent (1%) and five percent (5%) of the Participant' s base Compensation and the Participant' s deferral, if any, between one percent (1%) and five percent (5%) of any incentive bonus paid to the Participant.

(b) Company Match Account- The Company' s matching accrual equal to a percentage of the Participant' s Deferral.


(c) Company Accrual Account- The Company' s discretionary accrual equal to a percentage of the Participant' s Compensation.


1.2 " Affiliate" shall mean any business entity that is a member of the Company' s controlled group as determined under sections 414(b), (c) or (m) of the Code).


1.3 " Aggregate Deferral" means the amount of Compensation deferred as an elective contribution on behalf of the Participant under the Aleris 401(k) Plan and/or the Commonwealth 401(k) Plan, as applicable, and the amount of Compensation deferred pursuant to Section 3.1.


1.4 " Aleris 401(k) Plan" means the Aleris International, Inc. Retirement Savings Plan, as amended from time to time.


1.5 " Beneficiary" means a person or entity designated by the Participant under the terms of the Plan to receive a payment under the Plan upon the death of the Participant.


1.6 " Board of Directors" means the Board of Directors of the Company.

1.7 " Change in Control" means the occurrence of any of the following events:

(a) A change in the ownership of the Company occurs on the date that any one person, or more than one person acting as a group acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent (50%) of the total fair market value or total voting power of the stock of the Company.


(b) A change in the effective control of the Company occurs on the date that either

(i) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent (35%) or more of the total voting power of the stock of such corporation; or

(ii) a majority of members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of the appointment or election.

(c) A change in the ownership of a substantial portion of the Company' s assets occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the


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assets being disposed of, determined without regard to any liabilities associated with such assets. There is no change in the ownership of a substantial portion of the Company' s assets when there is a transfer to a related person or entity.


1.8 " Code" means the Internal Revenue Code of 1986, as amended from time to time.

1.9 " Commonwealth 401(k) Plan" means the Commonwealth Industries, Inc. 401(k) Plan, as amended from time to time.

1.10 " Commonwealth Cash Balance Plan" means the Commonwealth Industries, Inc. Cash Balance Plan, as amended from time to time.


1.11 " Company" means Aleris International, Inc.

1.12 " Company' s 401(k) Plans" means, collectively, the Aleris 401(k) Plan and the Commonwealth 401(k) Plan.

1.13 " Company Accrual" means the accrual, if any, which the Company in its sole discretion accrues with respect to the Participant' s Compensation during a Plan Year.

1.14 " Company Match" means the match, which the Company accrues with respect to the amount deferred during a Plan Year by a Participant under the Plan.


1.15 " Company Stock" means the common stock of the Company.


1.16 " Company Stock Fund" means Investment Fund comprised of non-monetary units equal to a corresponding number of whole shares of Company Stock.


1.17 " Compensation" means remuneration paid to a Participant by the Company during the portion of the Plan Year in which the Participant is eligible to participate in the Plan, or that would have been paid to a Participant during the Plan Year by the Company but for the Participant' s election to make a Deferral under the Plan or the Participant' s deferrals under a cash or deferred arrangement described in section 401(k) of the Code or a cafeteria plan described in section 125 of the Code, including and limited to regular base pay as determined by the Committee in its sole discretion, commissions, merit and incentive bonuses (other than bonuses paid by the Company with respect to services for a predecessor employer that has not adopted the Plan or with respect to services performed by the Participant prior to the Participant' s employment by the Company, as determined by the Committee in its sole discretion), excluding however, car allowance payments, membership payments, relocation payments and short-term disability pay.

1.18 " Committee" means the persons who are from time to time serving as members of the committee administering the Plan. Unless otherwise designated by the Board of Directors, the Committee shall mean the Compensation Committee of the Board of Directors.

1.19 " Deferral" means the amount of Compensation deferred under Section 3.1 of the Plan in accordance with a deferral election made by a Participant under Section 3.2.

1.20 " Deferred Compensation Ledger" means the ledger maintained by the Committee for each Participant which reflects the amount of Compensation deferred by the Participant under the Plan, Company Match and the Company Accrual provided under the Plan, and the amount of earnings and losses credited on each of these amounts.

1.21 " Disability" means the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be


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expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant' s employer. The Committee' s determination of a Participant' s Disability shall be in its sole discretion and shall be final.

1.22 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.23 " Investment Fund" means a hypothetical mutual fund or other investment option that is designated by the Committee for purposes of determining the amount of the Company' s deferred compensation obligation to a Participant under the Plan.

1.24 " Key Employee" means any employee or former employee (including any deceased employee) of the Company (or an entity that is a member of the Company' s controlled group as determined under sections 414(b), (c) or (m) of the Code) who at any time during the Plan Year that includes the determination date was an officer of the Company having Compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code), a five-percent owner of the Company, or a 1-percent owner of the Company having Compensation of more than $150,000. For this purpose, Compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a Key Employee shall be made in accordance with section 409A and section 416(i)(1) (without regard to paragraph (5) thereof) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

1.25 " Participant" means an employee of a Company who is eligible to participate in the Plan.

1.26 " Participation Service" means the period or periods that a person is paid or is entitled to payment for performance of duties with the Company and Affiliate. For purposes of vesting, Participation Service begins on the date the Participant begins participating in the Plan and ends on the date of the Participant' s severance from employment with the Company and all Affiliates, each as determined by the Committee in its sole discretion; provided, however , that the Participation Service of a Participant who was employed by the Company on January 1, 2005 and who became a participant in the Plan during 2005 shall begin on January 1, 2005. Only full years of Participation Service with the Company or an Affiliate shall be counted under the Plan If a Participant is transferred from one Affiliate (including the Company) to another Affiliate (including the Company), his Participation Service shall not be interrupted and he shall continue to be in Participation Service for purposes of vesting. The employment records of the Company or Affiliate shall be conclusive for all determinations of Participation Service.

1.27 " Plan" means the Aleris International, Inc. Retirement Benefit Restoration Plan set out in this document, as amended from time to time.


1.28 " Plan Year" means a one-year period which coincides with the calendar year.


1.29 " Trust" means the Aleris International, Inc. Retirement Benefit Restoration Trust.

1.30 " Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant' s spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant' s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.


1.31 " Valuation Date" means the end of each business day.


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ARTICLE 2


ELIGIBILITY

The employees eligible to participate in the Plan include the employees of the Company, who are in a select group of management or are highly compensated employees, as determined by the Committee. Employees holding the title of Vice President or above are eligible to participate in the Plan, as determined by the Chief Executive Officer. The Committee shall notify each Participant of the Participant' s eligibility to participate in the Plan. Each Participant in the Plan during a Plan Year shall continue to participate in the Plan unless the Committee shall have notified the Participant that the Participant will not be eligible to participate in the Plan. A former Participant who has been notified that the Participant will no longer participate in the Plan, but who remains in the employ of the Company, shall retain the balance in the Participant' s Accounts under the terms of the Plan, but the former Participant shall not make additional deferrals under Section 3.1 and no additional amounts shall be credited to such Participant' s Accounts under Sections 4.2, 4.3 and 4.4 during the periods in which the former Participant is not eligible to participate in the Plan; provided, however , interest shall continue to be credited to a former Participant' s account pursuant to Section 4.5.

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ARTICLE 3


DEFERRALS AND ACCRUALS

3.1 Deferrals . For each Plan Year, a Participant may elect to defer a minimum of one percent (1%) but not more than five percent (5%) of the Participant' s base Compensation for the Plan Year and may defer a minimum of one percent (1%) and a maximum of five percent (5%) of any incentive bonus to be paid to the Participant for the Plan Year; provided, however , that such Participant' s Aggregate Deferrals shall not be in excess of five percent (5%) of the Participant' s total Compensation for the Plan Year.


3.2 Deferral Elections . A Participant may elect, within 30 days of notification that the Participant is eligible to participate in the Plan, to have amounts deferred under the Plan. Prior to the election period the Committee shall notify all eligible Participants of their right to make a deferral election. Once an election has been made as to the percentage to be deferred, it becomes irrevocable for the Plan Year. The election to defer a percentage of Compensation shall be effective only upon the timely receipt by the Committee of the Participant' s deferral election on such form as will be determined by the Committee from time to time. If a timely election form is not received from a newly-eligible Participant, the Participant shall be deemed to have elected not to defer any part of the Participant' s Compensation for that Plan Year. Except with respect to the election by a newly eligible Participant as described above, if the Committee fails to receive a properly filed election form on or prior to the beginning of the Plan Year or Years to which the election applies, revoking or modifying a prior election, the prior election shall remain effective for subsequent Plan Years until modified or revoked in accordance with this Section 3.2.


A Participant' s deferral election under the Plan shall be effective as of the first day of the Plan Year or as soon as administratively feasible following the Participant' s entry into the Plan.


3.3 Company Match Accrual. For each Plan Year, the Company shall credit the Company Match Account of each Participant who elects to defer a portion of Compensation under Section 3.2 of the Plan with an amount equal to the following:


(a) 100 percent (100%) of the Participant' s Aggregate Deferrals up to three percent (3%) of the Participant' s Compensation and 50 percent (50%) of the Participant' s Aggregate Deferrals up to the next two percent (2%) of the Participant' s Compensation less


(b) the maximum amount of employer matching contributions that could be contributed on behalf of the Participant to the Company' s 401(k) Plans, regardless of the timing or amount of actual deferrals under the Company' s 401(k) Plan.


Thus, the maximum Company Match Accrual that may be credited to the Company Match Account of each Participant shall be four percent (4%) of the Participant' s Compensation less the amount of employer matching contributions contributed that could be contributed on behalf of the Participant to the Company' s 401(k) Plans.


3.4 Company Accrual. Each Plan Year the Company may, in its sole discretion, credit the Company Accrual Account of each Participant in the Plan with an amount equal to the following:

(a) the percentage of a participant' s compensation contributed as an employer profit sharing contribution, if any, under the Aleris 401(k) Plan for such Plan Year, less


(b) as applicable,


(i) the actual employer profit sharing contribution, if any, contributed on behalf of the Participant under the Aleris 401(k) Plan or

(ii) the hypothetical benefit credit (but not the interest credit) to the account of the Participant under the Commonwealth Cash Balance Plan;


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ARTICLE 4


ACCOUNT

4.1 Establishing a Participant' s Account . The Committee shall establish an Account for each Participant in a special Deferred Compensation Ledger which shall be maintained by the Company. The Account shall reflect the amount of the Company' s obligation to the Participant at any given time.

4.2 Deferral Account . The amount deferred by a Participant, if any, shall be credited to each Participant' s Deferral Account as soon as administratively feasible following the date on which the Participant would have received the amount deferred but for the Participant' s election to defer.


4.3 Company Match Account . The Company Match, if any, shall be credited to each Participant' s Company Match Account coincident with the crediting of the Participant' s Deferral to the Participant' s Deferral Account.


4.4 Company Accrual Account . The Company Accrual, if any, shall be credited to each Participant' s Company Accrual Account as of the last day of the Plan Year for the accrual attributable to Compensation paid during that Plan Year. Notwithstanding Section 1.17, the Company Accrual for the 2005 Plan Year shall be made on the basis of Compensation paid during the entire Plan Year (as opposed to Compensation paid during the portion of the Plan Year in which the Participant was eligible to participate in the Plan).


4.5 Adjustment of Participant' s Account . As part of a Participant' s total benefit under the Plan, each Participant' s Account shall be increased (or decreased) in an amount equal to the amount of earnings (or losses) deemed to be earned on the Participant' s bookkeeping Account established to enable the Company to determine its obligations under the Plan. Each Valuation Date the Committee or its delegate will determine the amount of earnings (or losses) to be allocated to a Participant' s Account based on the Participant' s deemed investments and will credit (debit) that amount to the Participant' s Account. For the purpose of determining the increase (or decrease) in a Participant' s Account, the Committee shall assume that the Participant' s Account is invested in units or shares of the Investment Funds in the proportions selected by the Participant in accordance with procedures established by the Committee. Any increase (or decrease) in the Participant' s account due to the adjustment under this Section shall be a part of the Company' s obligation to the Participant and payment of it shall be a general obligation of the Company. A Participant' s Account shall continue to be adjusted each Valuation Date until the Participant' s entire benefit due under the Plan has been paid in full. The determination of adjustment under this Section based on the deemed earnings (or losses) of the Participant' s Account shall in no way affect the ability of the general creditors of the Company to reach the assets of the Company in the event of the insolvency or bankruptcy of the Company or place any Participant in a secured position ahead of the general creditors of the Company. Although a Participant' s deemed investment selections made in accordance with the terms of the Plan and such procedures as may be established by the Committee shall be relevant for purposes of determining the Company' s obligation to the Participant under the Plan, there is no requirement that any assets of the Company shall be invested in accordance with the Participant' s investment selections.

4.6 Investment Funds . The Committee has the right to change the Investment Funds at its sole discretion, subject to the following limitations:

(a) Participants shall be given at least thirty (30) days notice of the change of Investment Funds; and

(b) the Plan contain a Company Stock Fund.

4.7 Investment Fund Elections . At the time the Participant files an initial election, the Participant shall file an Investment Fund election. The initial Investment Fund election shall designate, in whole percentages, how the amounts in the Participant' s Accounts will be allocated among each Investment Fund. Thereafter, on a daily basis, the Participant shall have the opportunity to reallocate amounts in the Participant' s Accounts, and to file a subsequent Investment Fund election.


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Notwithstanding the preceding paragraph, all amounts credited to a Participant' s Company Match Account or Company Accrual Account must be allocated to the Company Stock Fund to the extent that such Participant has not complied with the Company' s ownership guidelines. The Committee' s determination of a Participant' s compliance with the Company' s ownership guidelines shall be in its sole discretion and shall be final.

4.8 Pro Rata Allocation . Except with respect to those amounts that must be credited to the Company Stock Fund in accordance with Section 4.7 of the Plan, all amounts in each Investment Fund that have been allocated to a Participant shall be divided pro rata among the Participant' s Deferral Account, Company Match Account, and Company Accrual Account.

4.9 No Warranties . Neither the Board of Directors, the Committee nor the Company warrants or represents in any way that the value of each Participant' s Accounts will increase and not decrease. Such Participant assumes all risk in connection with any change in such value.

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ARTICLE 5


VESTING

5.1 Deferrals . A Participant shall have a 100 percent (100%) nonforfeitable interest in the Participant' s Deferrals under the Plan at all times. A Participant will also have a 100 percent (100%) nonforfeitable interest in any increase in the Deferral as a result of the crediting of interest in accordance with Section 4.5 after the Participant' s Deferral has been initially credited.


5.2 Death, Disability or Change in Control . The amount payable upon the Participant' s separation from service due to death or Disability or upon a Change in Control will be 100 percent (100%) of the amount credited to the Participant' s Accounts.

5.3 Severance Benefit . A Participant entitled to a distribution under the Plan for other than the Participant' s severance from employment due to death or Disability shall be entitled to a distribution equal to or up to the " vested interest" of ...