a10308-2020ltipxletterte






  ”FORM OF”        2020 LTIP Award Letter   Last Name, First Name      April 7, 2020       2020 Long Term Incentive Award Letter    Dear First Name,    I am pleased to inform you that you have received a Grant of Units in the amounts set forth below. These  Units entitle you to receive Constellium Shares (or a cash equivalent, at Constellium’s discretion), subject  to the terms and conditions set forth in this Award Letter, in the Constellium 2020 Long Term Incentive  Award Agreement (the “2020 Award Agreement”) and the Constellium SE 2013 Equity Incentive Plan, as  may be amended from time to time (the “Plan”). Capitalized Terms used in this Award Letter, unless so  defined herein, shall have the meanings found in the 2020 Award Agreement or Plan.     Grant Date April 7, 2020  Total Units Granted TOTAL (= YYY,YYY + ZZZ,ZZZ)  Restricted Stock Units (RSUs)  YYY,YYY  Performance Share Units (PSUs) – Base Amount ZZZ,ZZZ  Indices/Comparator Group  S&P MidCap 400 Materials Index;   S&P SmallCap 600 Materials Index  Initial price on the Grant Date CSTM share price: $5.61 (20-day average)  Vesting Date April 7, 2023  Vesting Period / Performance Period  From the Grant Date through the Vesting Date    Please note that the vesting of the RSUs and PSUs and the delivery of Shares (or a cash equivalent in  respect of such RSUs and PSUs) are subject to the satisfaction of the Continued Service Condition. The  vesting of the PSUs is, in addition, subject to the satisfaction of the Performance Condition. The level of  achievement of the Performance Condition shall be determined by comparing the Constellium TSR to the  average of the TSRs of the two Indices (i.e., the Comparator Group) at the end of the relevant Performance  Period as follows:     Performance Condition Achievement Level Number of Shares underlying PSUs  Constellium TSR is below the average of the two  25th percentile TSRs of the Comparator Group  PSU Base Amount x 0%  Constellium TSR is at the average of the two 25th  percentile TSRs of the Comparator Group  PSU Base Amount x 25%  Constellium TSR is between the average of the  two 25th percentile TSRs & the average of the two  median TSRs of the Comparator Group  PSU Base Amount x (linear interpolation between  25% and 100%)  Constellium TSR is at the average of the two  median TSRs of the Comparator Group  PSU Base Amount x 100%  Constellium TSR is between the average of the  two median TSRs & the average of the two 75th  percentile TSRs of the Comparator Group  PSU Base Amount x (linear interpolation between  100% and 200%)  Constellium TSR is at or above the average of the  two 75th percentile TSRs of the Comparator Group  PSU Base Amount x 200%     





 






     2020 LTIP Award Letter   Last Name, First Name          Notwithstanding the foregoing, if the Constellium TSR is negative, the number of Shares (or a cash  equivalent) eligible to be delivered in respect of the PSUs shall be capped at 100% of the Base Amount.    By electronic acceptance of this award, you acknowledge that you have received a copy of, or have online  access to, the 2020 Award Agreement and the Plan, and hereby accept the Units granted, subject to all the  terms and provisions of this Award Letter, the 2020 Award Agreement and the Plan. The Board or the  Committee shall determine whether an event has occurred resulting in the forfeiture of your Units and any  Shares issuable thereunder and all such determinations shall be final and conclusive. You also  acknowledge that this award and similar awards are made on a selective basis and are, therefore, to be  kept confidential.     Very truly yours,               Ryan Jurkovic  Senior Vice President  Chief Human Resources Officer