EX-10.4




 Exhibit 10.4 

Arconic Corporation 

Amended and Restated 2020 Stock Incentive Plan 

SECTION 1. PURPOSE. The purpose of the Arconic Corporation 2020 Stock Incentive Plan is to encourage selected Directors and Employees to acquire a
proprietary interest in the long-term growth and financial success of the Company and to further link the interests of such individuals to the long-term interests of shareholders. 

SECTION 2. DEFINITIONS. As used in the Plan, the following terms have the meanings set forth below: 

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended. 
 “Award” means any Option, Stock Appreciation Right, Restricted Share Award,
Restricted Share Unit, Converted Award, or any other right, interest, or option relating to Shares or other property granted pursuant to the provisions of the Plan. 

“Award Agreement” means any written or electronic agreement, contract, or other instrument or document evidencing any Award granted by
the Committee hereunder (and, in the case of a Converted Award, originally between Arconic Inc. and the Participant), which may, but need not, be executed or acknowledged by both the Company and the Participant. For avoidance of doubt, any Converted
Award will be governed by the provisions of the original Award Agreement applicable to such Converted Award, except for any adjustment pursuant to the Employee Matters Agreement. 

“Board” means the Board of Directors of the Company. 

“Change in Control” means the occurrence of an event set forth in any one of the following paragraphs: 

(a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as
amended) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended) of 30% or more of either
(A) the then-outstanding Shares (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes hereof, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, (iv) any acquisition of all or a portion of the Shares by the
shareholders of Arconic Inc. as a result of the Distribution or (v) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) of this definition; 

(b) individuals who, as of the Effective Date, constituted the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board; but, provided, further, that any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board shall not be considered a member of the Incumbent Board unless and until such individual is elected to the Board at an annual meeting of the Company occurring after the date such individual initially assumed office, so long as such election
occurs pursuant to a nomination approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board, which nomination is not made pursuant to a Company contractual obligation; 











 (c) consummation of a reorganization, merger, statutory share exchange or consolidation or
similar transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its
Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 55% or more of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a
non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction,
owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity,
equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for
a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the
action of the Board providing for such Business Combination; or 
 (d) the shareholders of the Company approve a plan of complete liquidation
or dissolution of the Company. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, including
rules, regulations and guidance promulgated thereunder and successor provisions and rules and regulations thereto (except as otherwise specified herein). 

“Committee” means the Compensation and Benefits Committee of the Board, any successor to such committee or a subcommittee thereof or,
if the Board so determines, another committee of the Board, in each case composed of no fewer than two directors, each of whom is a Non-Employee Director. In accordance with Section 3(b) of the Plan,
“Committee” shall include the Board for purposes of Awards granted to Directors. 
 “Company” means Arconic Corporation, a
Delaware corporation, including any successor thereto. 
 “Contingency Period” has the meaning set forth in SECTION 8. 

“Converted Award” means an Award that is granted under the Plan to satisfy the automatic adjustment and conversion, in accordance with the
terms of the Employee Matters Agreement, of awards granted by Arconic Inc. over Arconic Inc. common stock prior to the Distribution. Converted Awards may be in the form of Options or Restricted Share Units, including Restricted Share Units that are
Performance Awards. 
 “Director” means a member of the Board who is not an Employee. 

“Distribution” means Arconic Inc.’s distribution of all or a portion of the Shares held by Arconic Inc. to holders of its common
stock, in order to effect the separation of the Company from Arconic Inc. 
 “Effective Date” has the meaning set forth in SECTION
16. 
 “Employee” means any employee (including any officer or employee director) of the Company or of any Subsidiary. 

“Employee Matters Agreement” means the Employee Matters Agreement dated March 31, 2020 by and between Arconic Inc. and the
Company and entered into in connection with the separation of the Company from Arconic Inc. 











 
The number of Shares subject to a Converted Award and the other terms and conditions of each Converted Award shall be determined in accordance with the terms of the Employee Matters Agreement.

 “Equity Restructuring” means a nonreciprocal transaction between the Company and its shareholders, such as a stock dividend,
stock split (including a reverse stock split), spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the
price of Shares (or other securities) and causes a change in the per share value of the Shares underlying outstanding Awards. 
 “Executive
Officer” means an officer who is designated as an executive officer by the Board or by its designees in accordance with the definition of executive officer under Rule 3b-7 of the U.S. Securities
Exchange Act of 1934, as amended. 
 “Exercisable Time-Based Award” has the meaning set forth in SECTION 12. 

“Fair Market Value” with respect to Shares on any given date means the closing price per Share on that date as reported on the New
York Stock Exchange or other stock exchange on which the Shares principally trade. If the New York Stock Exchange or such other exchange is not open for business on the date fair market value is being determined, the closing price as reported for
the immediately preceding business day on which that exchange is open for business will be used. For avoidance of doubt, for tax purposes upon settlement of an Award, the fair market value of the Shares may be determined using such other methodology
as may be required by applicable laws or as appropriate for administrative reasons. 
 “Family Member” has the same meaning as such
term is defined in Form S-8 (or any successor form) promulgated under the U.S. Securities Act of 1933, as amended. 

“Non-Employee Director” has the meaning set forth in Rule 16b-3(b)(3) under the U.S. Securities Exchange Act of 1934, as amended, or any successor definition adopted by the U.S. Securities and Exchange Commission. 

“Option” means any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices
and during such period or periods as the Committee shall determine. All Options granted under the Plan are intended to be nonqualified stock options for purposes of the Code. 

“Other Awards” has the meaning set forth in SECTION 10. 

“Participant” means an Employee or a Director who is selected to receive an Award under the Plan. 

“Performance Award” means any award granted pursuant to SECTION 11 and, as applicable, SECTION 13 hereof in the form of Options, Stock
Appreciation Rights, Restricted Share Units, Restricted Shares or other awards of property, including cash, that have a performance feature described in SECTION 11 and/or SECTION 13. 

“Performance Period” means that period established by the Committee at the time any Performance Award is granted or at any time
thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured. A Performance Period may not be less than one year, except with respect to Converted Awards. 

“Plan” means this Arconic Corporation Amended and Restated 2020 Stock Incentive Plan, as may be amended from time to time. 

“Replacement Award” means an Award resulting from adjustments or substitutions referred to in Section 4(f)
herein, provided that such Award is issued by a company (foreign or domestic) the majority of the equity of which is listed under and in compliance with the domestic company listing rules of the New York Stock Exchange or with a similarly liquid
exchange which has comparable standards to the domestic company listing standards of the New York Stock Exchange. 
 “Restricted
Shares” has the meaning set forth in SECTION 8. 











 “Restricted Share Unit” has the meaning set forth in SECTION 9. 

“Shares” means the shares of common stock of the Company, $0.01 par value per share. 

“Stock Appreciation Right” means any right granted under SECTION 7. 

“Subsidiary” means any corporation or other entity in which the Company owns, directly or indirectly, stock possessing 50% or more of
the total combined voting power of all classes of stock in such corporation or entity, and any corporation, partnership, joint venture, limited liability company or other business entity as to which the Company possesses a significant ownership
interest, directly or indirectly, as determined by the Committee. 
 “Substitute Awards” means Awards granted or Shares issued by
the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any of its Subsidiaries or with which the Company or any of its
Subsidiaries combines. 
 “Time-Based Award” means any Award granted pursuant to the Plan that is not a
Performance Award. 
 “2021 Amendment Date” has the meaning set forth in SECTION 16. 

SECTION 3. ADMINISTRATION. 
  

	(a)	 Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall
have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees of the Company and its Subsidiaries to whom
Awards may from time to time be granted hereunder; (ii) determine the type or types of Award to be granted to each Employee Participant hereunder; (iii) determine the number of Shares to be covered by each Employee Award granted hereunder;
(iv) determine the terms and conditions of any Employee Award granted hereunder, and make modifications to such terms and conditions with respect to any outstanding Employee Award, in each case, which are not inconsistent with the provisions of
the Plan; (v) determine whether, to what extent and under what circumstances Employee Awards may be settled in cash, Shares or other property or canceled or suspended; (vi) determine whether, to what extent and under what circumstances
cash, Shares and other property and other amounts payable with respect to an Employee Award under this Plan shall be deferred either automatically or at the election of the Participant; (vii) interpret and administer the Plan and any instrument
or agreement entered into under the Plan; (viii) determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a
Participant’s termination of service for purposes of Awards granted under the Plan; (ix) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make
any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan, including, without limiting the generality of the foregoing, make any determinations necessary to effectuate the
purpose of Section 12(a)(v) below. Decisions of the Committee shall be final, conclusive and binding upon all persons, including the Company, any Participant and any shareholder; provided that the Board shall approve any decisions affecting
Director Awards. 


  

	(b)	 Administration by the Board. The Board shall have full power and authority, upon the recommendation of
the Governance and Nominating Committee of the Board to: (i) select the Directors of the Company to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Award to be granted to each Director
Participant hereunder; (iii) determine the number of Shares to be covered by each Director Award granted hereunder; (iv) determine the terms and conditions of any Director Award granted hereunder, and make modifications to such terms and
conditions with respect to any outstanding Director Award, in each case, which are not inconsistent with the provisions of the Plan; (v) determine whether, to what extent and under what circumstances Director Awards may be settled in cash,
Shares or other property or canceled or suspended; and (vi) determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to a Director Award under this Plan shall be
deferred either automatically or at the election of the Director. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding compensation payable to a Director, the sum of the grant date fair value
(determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any 














	 	
successor thereto) of all Awards payable in Shares and the maximum cash value of any other Award granted under the Plan to an individual as compensation for services as a Director, together with
cash compensation paid to the Director in the form of Board and Committee retainer, meeting or similar fees, during any calendar year shall not exceed $750,000. For avoidance of doubt, compensation shall count towards this limit for the calendar
year in which it was granted or earned, and not later when distributed, in the event it is deferred.

 SECTION 4. SHARES SUBJECT TO THE
PLAN. 
  

	(a)	 Number of Shares Reserved under the Plan. Subject to the adjustment provisions of Section 4(f)
below and the provisions of Section 4(b), up to 11,500,000 Shares may be issued under the Plan, which reflects an increase of 3,000,000 Shares, effective as of the 2021 Amendment Date, from 8,500,000, the number of Shares that were authorized
for issuance under the Plan as of the Effective Date. As from the 2021 Amendment Date, each Share issued pursuant to the exercise or settlement of an Award under the Plan shall be counted against the number of Shares reserved under this
Section 4(a) as one Share for every one Share issued. Each Share issued pursuant to the exercise of an Option or Stock Appreciation Right prior to the 2021 Amendment Date was counted against the number of Shares reserved under this
Section 4(a) as one Share for each Option or Stock Appreciation Right and each Share issued pursuant to the settlement of an Award other than an Option or a Stock Appreciation Right prior to the 2021 Amendment Date was counted against the
number of Shares reserved under this Section 4(a) as 1.5 Shares for every one Share. Any Shares issued pursuant to a Converted Award shall reduce the maximum number of Shares issuable under this Section 4(a) in accordance with the
provisions of Section 4(a). 


  

	(b)	 Share Replenishment. In addition to the Shares authorized by Section 4(a), Shares underlying Awards
(including Converted Awards) that are granted under the Plan, which are subsequently forfeited, cancelled or expire in accordance with the terms of the Award shall become available for issuance under the Plan. As from the 2021 Amendment Date, any
Shares that again become available for issuance pursuant to this Section 4(b) shall be added back to the number of Shares reserved under Section 4(a) as one Share for each Share subject to the forfeited, cancelled or expired Award
(including any Converted Award). The following Shares shall not become available for issuance under the Plan: (x) Shares tendered in payment of an Option or other Award, and (y) Shares withheld for taxes. Shares purchased by the Company
using Option proceeds shall not become available for issuance under the Plan, and if Stock Appreciation Rights are settled in Shares, each Stock Appreciation Right shall count as one Share whether or not Shares are actually issued or transferred
under the Plan. 


  

	(c)	 Issued Shares. Shares shall be deemed to be issued hereunder only when and to the extent that payment or
settlement of an Award is actually made in Shares. Notwithstanding anything herein to the contrary, the Committee may at any time authorize a cash payment in lieu of Shares, including without limitation if there are insufficient Shares available for
issuance under the Plan to satisfy an obligation created under the Plan. 


  

	(d)	 Source of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and
unissued Shares, treasury Shares or Shares purchased in the open market or otherwise. 


  

	(e)	 Substitute Awards. Shares issued or granted in connection with Substitute Awards shall not reduce the
Shares available for issuance under the Plan or to a Participant in any calendar year. 


  

	(f)	 Adjustments. Subject to SECTION 12: 



 

	 	(i)	 Corporate Transactions other than an Equity Restructuring. In the event of any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares or the price of the Shares other than an Equity
Restructuring, the Committee shall make such adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan
(including, but not limited to, adjustments of the limitations in Sections 4(a) and 13(d) hereof); (ii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect
thereto); and (iii) the grant or exercise price per Share for any outstanding Awards under the Plan.













 In the event of any transaction or event described above in this Section 4(f)(i) or
any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the
Committee, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in applicable laws or accounting
principles may be made within a reasonable period of time after such change), is hereby authorized to take actions, including but not limited to any one or more of the following actions, whenever the Committee determines that such action is
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to
such changes in laws, regulations or principles, provided that the number of Shares subject to any Award will always be a whole number: 
  

	 	(A)	 To provide for either (I) termination of any such Award in exchange for an amount of cash, if any, equal
to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described above in this
Section 4(f)(i) the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment) or
(II) the replacement of such Award with other rights or property selected by the Committee in its sole discretion; 


  

	 	(B)	 To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;



  

	 	(C)	 To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding
Awards, and in the number and kind of outstanding Restricted Shares and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding options, rights and awards; 



 

	 	(D)	 To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered
thereby; or 


  

	 	(E)	 To provide that the Award cannot vest, be exercised or become payable after such event.



 

	 	(ii)	 Equity Restructuring. In connection with the occurrence of any Equity Restructuring, and notwithstanding
anything to the contrary in this Section 4(f), the Committee will adjust the terms of the Plan and each outstanding Award as it deems equitable to reflect the Equity Restructuring, which may include (i) adjusting the number and type of
securities subject to each outstanding Award and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Sections 4(a) and 13(d) hereof); (ii) adjusting the terms and conditions
of (including the grant or exercise price), and the performance targets or other criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The adjustments provided under this
Section 4(f)(ii) will be nondiscretionary and final and binding on all interested parties, including the affected Participant and the Company; provided that the Committee will determine whether an adjustment is equitable and the number of
Shares subject to any Award will always be a whole number.


 SECTION 5. ELIGIBILITY AND VESTING REQUIREMENTS. 

 

	(a)	 Eligibility. Any Director or Employee shall be eligible to be selected as a
Participant.


  

	(b)	 Minimum Vesting. Notwithstanding any other provision of the Plan to the contrary, all Awards granted
under the Plan shall have a minimum vesting period of one year measured from the date of grant; provided, however, that up to 5% of the Shares available for distribution under the Plan may be granted without such minimum vesting















	 	
requirement. Nothing in this Section 5(b) shall limit the Company’s ability to grant Awards that contain rights to accelerated vesting on a termination of employment or service (or to
otherwise accelerate vesting), or limit any rights to accelerated vesting in connection with a Change in Control, as provided in SECTION 12 of the Plan. In addition, the minimum vesting requirement set forth in this Section 5(b) shall not apply
to Converted Awards or Substitute Awards or to Director Awards which vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of the Company’s shareholders (which
is at least 50 weeks after the immediately preceding year’s annual meeting) and shall not limit the adjustment provisions of Section 4(f).


SECTION 6. STOCK OPTIONS. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any
Option granted under the Plan may be evidenced by an Award Agreement in such form as the Committee from time to time approves. Any such Option shall be subject to the terms and conditions required by this SECTION 6 and to such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee may deem appropriate in each case. 
  

	(a)	 Option Price. The purchase price (or Option price) per Share purchasable under an Option shall be
determined by the Committee in its sole discretion; provided that, except in connection with an adjustment provided for in Section 4(f) or with respect to Converted Awards or Substitute Awards, such purchase price shall not be less than the
Fair Market Value of one Share on the date of the grant of the Option. The Committee may, in its sole discretion, establish a limit on the amount of gain that can be realized on an Option. 



 

	(b)	 Option Period. The term of each Option granted hereunder shall not exceed ten years from the date the
Option is granted. 


  

	(c)	 Exercisability. Options shall be exercisable at such time or times as determined by the Committee at or
subsequent to grant, subject to Section 5(b). 


  

	(d)	 Method of Exercise. Subject to the other provisions of the Plan, any Option may be exercised by the
Participant in whole or in part at such time or times, and the Participant may make payment of the Option price in such form or forms, including, without limitation, payment by delivery of cash, Shares or other consideration (including, where
permitted by law and the Committee, Awards) having a fair market value on the exercise date equal to the total Option price, or by any combination of cash, Shares and other consideration as the Committee may specify in the applicable Award
Agreement. 


 SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted to Participants on such terms and
conditions as the Committee may determine, subject to the requirements of the Plan. A Stock Appreciation Right shall confer on the holder a right to receive, upon exercise, the excess of (i) the Fair Market Value of one Share on the date of
exercise or, if the Committee shall so determine, at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date
of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Converted Awards or Substitute Awards or in connection with an adjustment provided in Section 4(f), shall not be less than the
Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made in cash, Shares, other property or any combination thereof, as the
Committee, in its sole discretion, shall determine. The Committee may, in its sole discretion, establish a limit on the amount of gain that can be realized on a Stock Appreciation Right. 

 

	(a)	 Grant Price. The grant price for a Stock Appreciation Right shall be determined by the Committee,
provided, however, and except as provided in Section 4(f) or with respect to Converted Awards or Substitute Awards, that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation
Right. 


  

	(b)	 Term. The term of each Stock Appreciation Right shall not exceed ten years from the date of grant, or if
granted in tandem with an Option, the expiration date of the Option. 


  

	(c)	 Time and Method of Exercise. The Committee shall establish the time or times at which a Stock
Appreciation Right may be exercised in whole or in part. 













 SECTION 8. RESTRICTED SHARES. 

 

	(a)	 Definition. A Restricted Share means any Share issued with the contingency or restriction that the
holder may not sell, transfer, pledge or assign such Share and with such other contingencies or restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any contingency or restriction on the right to vote
such Share), which contingencies and restrictions may lapse separately or in combination, at such time or times, in installments or otherwise, as the Committee may deem appropriate. 



 

	(b)	 Issuance. A Restricted Share Award shall be subject to contingencies or restrictions imposed by the
Committee during a period of time specified by the Committee (the “Contingency Period”). Restricted Share Awards may be issued hereunder to Participants, for no cash consideration or for such minimum consideration as may be
required by applicable law, either alone or in addition to other Awards granted under the Plan. 


  

	(c)	 Registration. Any Restricted Share issued hereunder may be evidenced in such manner as the Committee in
its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Shares awarded under the
Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, contingencies and restrictions applicable to such Award. 



 

	(d)	 Forfeiture. Except as otherwise determined by the Committee at the time of grant or thereafter or as
otherwise set forth in the terms and conditions of an Award, upon termination of service for any reason during the Contingency Period, all Restricted Shares still subject to any contingency or restriction shall be forfeited by the Participant and
reacquired by the Company. 


  

	(e)	 Section 83(b) Election. A Participant may, with the consent of the Company, make an
election under Section 83(b) of the Code to report the value of Restricted Shares as income on the date of grant.


 SECTION 9.
RESTRICTED SHARE UNITS. 
  

	(a)	 Definition. A Restricted Share Unit is an Award of a right to receive, in cash or Shares, as the
Committee may determine, the Fair Market Value of one Share, the grant, issuance, retention and/or vesting of which is subject to such terms and conditions as the Committee may determine at the time of the grant, which shall not be inconsistent with
this Plan. 


  

	(b)	 Terms and Conditions. In addition to the terms and conditions that may be established at the time of a
grant of Restricted Share Unit Awards, the following terms and conditions apply: 


  

	 	(i)	 Restricted Share Unit Awards may not be sold, pledged (except as permitted under Section 15(a)) or
otherwise encumbered prior to the date on which the Shares are issued, or, if later, the date on which any applicable contingency, restriction or performance period lapses. 



 

	 	(ii)	 Shares (including securities convertible into Shares) subject to Restricted Share Unit Awards may be issued for
no cash consideration or for such minimum consideration as may be required by applicable law. Shares (including securities convertible into Shares) purchased pursuant to a purchase right granted under this SECTION 9 thereafter shall be purchased for
such consideration as the Committee shall in its sole discretion determine, which shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.



SECTION 10. OTHER AWARDS. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on,
Shares or other property (“Other Awards”) may be granted to Participants. Other Awards may be paid in Shares, cash or any other form of property as the Committee shall determine. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Participants to whom, and the time or times at which, such Awards shall be made, the number of Shares to be granted pursuant to such Awards and all other conditions of the Awards.












 SECTION 11. PERFORMANCE AWARDS. Awards with a performance feature are referred to as
“Performance Awards”. Performance Awards may be granted in the form of Options, Stock Appreciation Rights, Restricted Share Units, Restricted Shares or Other Awards with the features and restrictions applicable thereto. The performance
criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award, provided that the minimum performance period shall be one year, except with
respect to Converted Awards. Performance Awards may be paid in cash, Shares, other property or any combination thereof in the sole discretion of the Committee. The performance levels to be achieved for each Performance Period and the amount of the
Award to be paid shall be conclusively determined by the Committee. Except as provided in SECTION 12, each Performance Award shall be paid following the end of the Performance Period or, if later, the date on which any applicable contingency or
restriction has ended. Unless otherwise determined by the Committee, Performance Awards will be subject to the additional terms set forth in SECTION 13. 

SECTION 12. CHANGE IN CONTROL PROVISIONS. 
  

	(a)	 Effect of a Change in Control on Existing Awards under this Plan. Notwithstanding any other provision of
the Plan to the contrary, unless the Committee shall determine otherwise at the time of grant with respect to a particular Award, in the event of a Change in Control: 



 

	 	(i)	 any Time-Based Award consisting of Options, Stock Appreciation Rights or any other Time-Based Award in the form
of rights that are exercisable by Participants upon vesting (“Exercisable Time-Based Award”), that is outstanding as of the date on which a Change in Control shall be deemed to have occurred and that is not then vested, shall
become vested and exercisable, unless replaced by a Replacement Award; 


  

	 	(ii)	 any Time-Based Award that is not an Exercisable Time-Based Award that is outstanding as of the date on which a
Change in Control shall be deemed to have occurred and that is not then vested, shall become free of all contingencies, restrictions and limitations and shall become vested and transferable, unless replaced by a Replacement Award;



  

	 	(iii)	 any Replacement Award for which an Exercisable Time-Based Award has been exchanged upon a Change in Control
shall vest and become exercisable in accordance with the vesting schedule and term for exercisability that applied to the corresponding Exercisable Time-Based Award immediately prior to such Change in Control, provided, however, that
if within twenty four (24) months of such Change in Control, the Participant’s service with the Company or a Subsidiary is terminated without Cause (as such term is defined in the Arconic Corporation Change in Control Severance Plan) or by
the Participant for Good Reason (as such term is defined in the Arconic Corporation Change in Control Severance Plan), such Award shall become vested and exercisable to the extent outstanding at the time of such termination of service. Any
Replacement Award that has become vested and exercisable pursuant to this paragraph shall expire on the earlier of (A) thirty six (36) months following the date of termination of such Participant’s service (or, if later, the
conclusion of the applicable post-termination exercise period pursuant to the applicable Award Agreement) and (B) the last day of the term of such Replacement Award; 



 

	 	(iv)	 any Replacement Award for which a Time-Based Award that is not an Exercisable Time-Based Award has been
exchanged upon a Change in Control shall vest in accordance with the vesting schedule that applied to the corresponding Time-Based Award immediately prior to such Change in Control, provided, however, that if within twenty four
(24) months of such Change in Control, the Participant’s service with the Company or a Subsidiary is terminated without Cause (as such term is defined in the Arconic Corporation Change in Control Severance Plan) or by the Participant for
Good Reason (as such term is defined in the Arconic Corporation Change in Control Severance Plan), such Award shall become free of all contingencies, restrictions and limitations and become vested and transferable to the extent outstanding;



  

	 	(v)	 any Performance Award shall be converted so that such Award is no longer subject to any performance condition
referred to in SECTION 11 above, but instead is subject to the passage of time, with the number or value of such Replacement Award determined as follows: (A) if 50% or more of the Performance Period has been completed as of the date on which
such Change in Control is deemed to have occurred, 














	 	
the number or value of such Award shall be based on actual performance during the Performance Period; or (B) if less than 50% of the Performance Period has been completed as of the date on
which such Change in Control is deemed to have occurred, the number or value of such Award shall be the target number or value. Paragraphs (i) through (iv) above shall govern the terms of such Time-Based Award. 


 

	(b)	 Change in Control Settlement. Notwithstanding any other provision of this Plan, if approved by the
Committee, upon a Change in Control, a Participant may receive a cash settlement under clauses (i) and (ii) below of existing Awards that are vested and exercisable as of the date on which such Change in Control shall be deemed to have
occurred: 


  

	 	(i)	 a Participant who holds an Option or Stock Appreciation Right may, in lieu of the payment of the purchase price
for the Shares being purchased under the Option or Stock Appreciation Right, surrender the Option or Stock Appreciation Right to the Company and receive cash, within 30 days of the Change in Control in an amount equal to the amount by which the Fair
Market Value of the Shares on the date of the Change in Control exceeds the purchase price per Share under the Option or Stock Appreciation Right multiplied by the number of Shares granted under the Option or Stock Appreciation Right; and



  

	 	(ii)	 a Participant who holds Restricted Share Units may, in lieu of receiving Shares which have vested under
Section 12(a)(ii) of this Plan, receive cash, within 30 days of a Change in Control (or at such other time as may be required to comply with Section 409A of the Code), in an amount equal to the Fair Market Value of the Shares on the date
of the Change in Control multiplied by the number of Restricted Share Units held by the Participant.


 SECTION 13. LIMITATIONS ON
PERFORMANCE AWARDS GRANTED TO PARTICIPANTS. 
  

	(a)	 Notwithstanding any other provision of this Plan, if the Committee grants a Performance Award to a Participant,
such Performance Award will be subject to the terms of this SECTION 13, unless otherwise expressly determined by the Committee. 


  

	(b)	 If an Award is subject to this SECTION 13 and is not an Option or a Stock Appreciation Right, then the lapsing
of contingencies or restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement by the Company on a consolidated basis, by specified Subsidiaries or divisions or
business units of the Company, and/or by the individual Participant, as appropriate, of one or more performance goals established by the Committee. Performance goals shall be based on such measures as selected by the Committee in its discretion,
including, without limitation, (i) GAAP or non-GAAP metrics, (ii) total shareholder return or other return-based metrics, (iii) operational, efficiency-based, strategic corporate or personal
professional objectives, (iv) sustainability or compliance targets or (v) any other metric that is capable of measurement as determined by the Committee. Performance goals may be calculated to exclude special items, unusual or infrequently
occurring items or nonrecurring items or may be normalized for fluctuations in market forces, including, but not limited to, foreign currency exchange rates and the price of aluminum on the London Metal Exchange. Performance goals shall be set by
the Committee (and any adjustments shall be made by the Committee, subject to Section 15(d)) within the first 25% of the Performance Period. 


  

	(c)	 Notwithstanding any provision of this Plan other than Section 4(f) and SECTION 12, with respect to any
Award that is subject to this SECTION 13 (other than an Option or a Stock Appreciation Right), the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the
applicable performance goals. 


  

	(d)	 Subject to the adjustment provisions of Section 4(f), with respect to Awards subject to this SECTION 13,
no Participant may be granted Options and/or Stock Appreciation Rights in any calendar year with respect to more than 2,500,000 Shares, or Restricted Share Awards or Restricted Share Unit Awards covering more than 750,000 Shares. The maximum dollar
value payable with respect to Performance Awards that are valued with reference to property other than Shares and granted to any Participant in any one calendar year is $15,000,000. The foregoing limits shall apply to any Awards made under this
SECTION 13, other than to Converted Awards which shall be disregarded for purposes of applying such limits.













 SECTION 14. AMENDMENTS AND TERMINATION. The Board or the Committee may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided that notwithstanding any other provision in this Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made:
(a) without shareholder approval, if such approval would be required pursuant to applicable law or the requirements of the New York Stock Exchange or such other stock exchange on which the Shares trade; or (b) without the consent of the
affected Participant, if such action would materially impair the rights of such Participant under any outstanding Award, except as provided in Sections 15(e) and 15(f). Notwithstanding anything to the contrary herein but subject to
Section 14(a) hereof, the Board or the Committee may amend the Plan in such manner as may be necessary so as to have the Plan conform to local rules and regulations in any jurisdiction outside the United States or to qualify for or comply with
any tax or regulatory requirement for which or with which the Board or Committee deems it necessary or desirable to qualify or comply. 
 SECTION 15.
GENERAL PROVISIONS. 
  

	(a)	 Transferability of Awards. Awards may be transferred by will or the laws of descent and distribution.
Except as set forth herein, awards shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. Unless otherwise provided
by the Committee or limited by applicable laws, a Participant may, in the manner established by the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Unless
otherwise provided by the Committee or limited by applicable laws, Awards may be transferred to one or more Family Members, individually or jointly, or to a trust whose beneficiaries include the Participant or one or more Family Members under terms
and conditions established by the Committee. The Committee shall have authority to determine, at the time of grant, any other rights or restrictions applicable to the transfer of Awards; provided however, that no Award may be transferred to a
third party for value or consideration. Except as provided in this Plan or the terms and conditions established for an Award, any Award shall be null and void and without effect upon any attempted assignment or transfer, including, without
limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce or trustee process or similar process, whether legal or equitable. 



 

	(b)	 Award Entitlement. No Employee or Director shall have any claim to be granted any Award under the Plan
and there is no obligation for uniformity of treatment of Employees or Directors under the Plan. 


  

	(c)	 Terms and Conditions of Award. The prospective recipient of any Award under the Plan shall be deemed to
have become a Participant subject to all the applicable terms and conditions of the Award upon the grant of the Award to the prospective recipient, unless the prospective recipient notifies the Company within 30 days of the grant that the
prospective recipient does not accept the Award. This Section 15(c) is without prejudice to the Company’s right to require a Participant to affirmatively accept the terms and conditions of an Award. The terms and conditions of Awards need
not be the same with respect to each recipient and the Committee is under no obligation to provide Participants with uniform Award terms. 


  

	(d)	 Award Adjustments. The Committee shall be authorized to make adjustments in Performance Award criteria
or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. 



 

	(e)	 Committee Right to Cancel. The Committee shall have full power and authority to determine whether, to
what extent and under what circumstances any Award shall be canceled or suspended at any time prior to a Change in Control: (i) if an Employee, without the consent of the Committee, while employed by the Company or a Subsidiary or after
termination of such employment, becomes associated with, employed by, renders services to or owns any interest (other than an interest of up to 5% in a publicly traded company or any other nonsubstantial interest, as determined by the Committee) in
any business that is in competition with the Company or any Subsidiary; (ii) in the event of the Participant’s willful engagement in conduct which is, or might reasonably be expected to be, injurious to the Company or any Affiliate,
monetarily or otherwise, including, but not limited to, its reputation or standing in its industry; (iii) in the event of a Participant’s misconduct described in Section 15(f); or (iv) in order to comply with applicable laws as
described in Section 15(h) below. For purposes of clause 














	 	
(ii), no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable
belief that the Participant’s act, or failure to act, was in the best interest of the Company or an Affiliate. 

  

	(f)	 Clawback. In accordance with the Company’s Compensation Recovery Policy, as it may be amended from
time to time (the “Policy”), in the event a Participant is determined to have engaged in misconduct, the Committee shall have full power and authority to determine whether, to what extent, and under what circumstances any
Awards granted to such Participant shall be forfeited or cancelled and Shares received pursuant to any such Awards (or the value thereof) may be recouped by the Company. Notwithstanding the foregoing or any other provision of the Plan to the
contrary, in the event that: (i) the amount of any Award was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement (other than a restatement required because of changes in
applicable financial reporting standards or under similar circumstances), (ii) the Participant engaged in intentional misconduct that caused or partially caused the need for the restatement, and (iii) the amount of the Award had the financial
results been properly reported would have been lower than the amount actually awarded, then, to the full extent permitted by applicable law, in all appropriate cases, (x) the Committee will effect the cancellation or recovery of the Award to
the extent of the excess of any amount the Participant received under the Award over what he or she should have received absent the restatement, and (y) the Participant will pay to the Company the amount of any profits realized by the
Participant from the sale of any Shares relating to the Award, in the case of each of clause (x) and (y) during the period commencing 36 months prior to the date of the restatement and ending on the last day of the last period to which the
restatement applies, as such amount may be determined by the Committee. Furthermore, all Awards (including Awards that have vested in accordance with the Award Agreement) shall be subject to the terms and conditions, if applicable, of any other
recoupment policy that may be adopted by the Company from time to time or any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, including, without limitation, recoupment requirements
imposed pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 304 of the Sarbanes-Oxley Act of 2002, or any regulations promulgated thereunder, or recoupment requirements under the laws
of any other jurisdiction. 


  

	(g)	 Stock Certificate Legends. All certificates for Shares delivered under the Plan pursuant to any Award
shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which the Shares
are then listed and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 



 

	(h)	 Compliance with Securities Laws and Other Requirements. No Award granted hereunder shall be construed as
an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Company in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S.
Federal securities laws and any other laws, rules, regulations, stock exchange listing or other requirements to which such offer, if made, would be subject. Without limiting the foregoing, the Company shall have no obligation to issue or deliver
Shares pursuant to Awards granted hereunder prior to: (i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and (ii) completion of any registration or other qualification with
respect to the Shares under any applicable law in the United States or in a jurisdiction outside of the United States or procurement of any ruling or determination of any governmental body that the Company determines to be necessary or advisable or
at a time when any such registration, qualification or determination is not current, has been suspended or otherwise has ceased to be effective. The inability or impracticability of the Company to obtain or maintain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained, and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such Shares, with or without consideration to the affected
Participants. 


  

	(i)	 Dividends. No Award of Options or Stock Appreciation Rights shall have the right to receive dividends or
dividend equivalents. A recipient of an Award of Restricted Shares shall receive dividends on the Restricted Shares, subject to this Section 15(i) and such other contingencies or restrictions, if any, as the Committee, in its















	 	
sole discretion, may impose. Unless otherwise determined by the Committee, dividend equivalents shall accrue on Restricted Share Units (including Restricted Share Units that have a performance
feature) and shall only be paid if and when such Restricted Share Units vest. Dividend equivalents that accrue on Restricted Share Units will be calculated at the same rate as dividends paid on the common stock of the Company. Notwithstanding any
provision herein to the contrary, no dividends or dividend equivalents shall be paid on Restricted Share Units that have not vested or on Restricted Share Units that have not been earned during a Performance Period and in no event shall any other
Award provide for the Participant’s receipt of dividends or dividend equivalents in any form prior to the vesting of such Award or applicable portion thereof. 


 

	(j)	 Consideration for Awards. Except as otherwise required in any applicable Award Agreement or by the terms
of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration other than the rendering of services. 


  

	(k)	 Delegation of Authority by Committee. The Committee may delegate to one or more Executive Officers or a
committee of Executive Officers the right to grant Awards to Employees who are not Executive Officers or Directors of the Company and to cancel or suspend Awards to Employees who are not Executive Officers or Directors of the Company. The Committee
may delegate other of its administrative powers under the Plan to the extent not prohibited by applicable laws. 


  

	(l)	 Tax Obligations. The Company shall be authorized to withhold from any Award granted or payment due under
the Plan the amount of Tax Obligations due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax Obligations, including
without limitation requiring the Participant to pay cash, withholding otherwise deliverable cash or Shares having a fair market value equal to the amount required to be withheld, forcing the sale of Shares issued pursuant to an Award (or exercise or
vesting thereof) having a fair market value equal to the amount required to be withheld, or requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the amount required to be withheld. For purposes
of the foregoing, “Tax Obligations” means tax, social insurance and social security liability obligations and requirements in connection with the Awards, including, without limitation, (i) all U.S. Federal, state, and
local income, employment and any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company (or a Subsidiary, as applicable), (ii) the Participant’s
and, to the extent required by the Company (or a Subsidiary, as applicable), the Company’s (or a Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of an Award or sale of Shares issued under
the Award, and (iii) any other taxes, social insurance, social security liabilities or premium for which the Participant has an obligation, or which the Participant has agreed to bear, with respect to such Award (or exercise thereof or issuance
of Shares or other consideration thereunder). Furthermore, the Committee shall be authorized to, but is not required to, establish procedures for election by Participants to satisfy such obligations for the payment of such taxes by delivery of or
transfer of Shares to the Company or by directing the Company to retain Shares otherwise deliverable in connection with the Award. All personal taxes applicable to any Award under the Plan are the sole liability of the Participant.



  

	(m)	 Other Compensatory Arrangements. Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. 



 

	(n)	 Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not
otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware, United States of America, without reference to principles of conflict of laws, and construed accordingly. 



 

	(o)	 Severability. If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable
in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect. 














	(p)	 Awards to Non-U.S. Employees. Awards may be granted to Employees
and Directors who are foreign nationals or residents or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees and Directors who are not foreign nationals or residents or who
are employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law, regulations or tax policy. Without limiting the generality of the foregoing, the Committee or the
Board, as applicable, are specifically authorized to (i) adopt rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (ii) adopt sub-plans, Award Agreements and Plan and Award Agreement addenda as may be deemed desirable to accommodate foreign laws, regulations and practice. The Committee also may impose conditions on the exercise or vesting
of Awards in order to minimize the Company’s or a Subsidiary’s obligation with respect to tax equalization for Employees on assignments outside their home countries. Notwithstanding the discretion of the Committee under this section, the
Participant remains solely liable for any applicable personal taxes. 


  

	(q)	 Repricing Prohibited. Except as provided in Section 4(f), the terms of outstanding Options or Stock
Appreciation Rights may not be amended, and action may not otherwise be taken without shareholder approval, to: (i) reduce the exercise price of outstanding Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock
Appreciation Rights in exchange for Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights, or (iii) replace outstanding Options or Stock
Appreciation Rights in exchange for other Awards or cash at a time when the exercise price of such Options or Stock Appreciation Rights is higher than the Fair Market Value of a Share. Nothing in this Section 15(q) shall be construed to apply
to the issuance of Converted Awards. 


  

	(r)	 Deferral. The Committee may require or permit Participants to elect to defer the issuance of Shares or
the settlement of Awards in cash or other property to the extent that such deferral complies with Section 409A of the Code. The Committee may also authorize the payment or crediting of interest, dividends or dividend equivalents on any deferred
amounts. 


  

	(s)	 Compliance with Section 409A of the Code. Except to the extent specifically provided
otherwise by the Committee and notwithstanding any other provision of the Plan, Awards under the Plan are intended to satisfy the requirements of Section 409A of the Code so as to avoid the imposition of any additional taxes or penalties under
Section 409A of the Code. If the Committee determines that an Award, payment, distribution, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to
any additional taxes or other penalties under Section 409A of the Code, then unless the Committee specifically provides otherwise, such Award, payment, distribution, transaction or other action or arrangement shall not be given effect to the
extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined
appropriate by the Committee, in each case without the consent of or notice to the Participant. No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under the Plan or an Award Agreement
upon a Participant’s termination of employment will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding the
foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of termination of employment with respect to an
Award, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments or benefits under the Award shall be delayed to the extent required by Code
Section 409A(a)(2)(B)(i). Further notwithstanding anything to the contrary in the Plan, to the extent required under Section 409A of the Code in order to make payment of an Award upon a Change in Control, the applicable transaction or
event described in SECTION 2 must qualify as a change in the ownership or effective control of the Company or as a change in the ownership of a substantial portion of the assets of the Company pursuant to Section 409A(a)(2)(A)(v) of the Code,
and if it does not, then unless otherwise specified in the applicable Award Agreement, payment of such Award will be made on the Award’s original payment schedule or, if earlier, upon the death of the Participant. Although the Company may
attempt to avoid adverse tax treatment under Section 409A of the Code, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company















	 	
shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan. 


 

	(t)	 Effect of Headings. The Section headings and subheadings herein are for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 SECTION 16.
TERM OF PLAN. No Award shall be granted pursuant to the Plan after the 10th anniversary of the Effective Date, but any Award theretofore granted may extend beyond that date. The Plan was approved by Arconic Inc., as the sole shareholder of
the Company, prior to the separation of the Company from Arconic Inc. and became effective as of the date of such separation on April 1, 2020 (the “Effective Date”). The Plan was subsequently amended and restated by the
Board, effective as of the date of its approval by the shareholders of the Company at the Company’s annual meeting of shareholders in 2021 (the “2021 Amendment Date”), and was further amended and restated by the
Committee on and effective as of May 17, 2022.