EX-10.27



 Exhibit 10.27 

Corporate Officer Agreement 

EXECUTIVE SEVERANCE AGREEMENT 

By this Executive Severance Agreement dated and effective as of
                     (the “Agreement”), Alcoa Corporation (the “Company”), and
                     (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:

 I. Termination of Executive’s Employment by the Company. 

The Company may terminate your employment at any time, with or without Cause, with the results described below. In such case, the Company shall
determine the effective date of your termination, which termination shall constitute a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“409A”) (the
“Involuntary Termination Date”). 
 A. Involuntary Termination With Cause. If the Company terminates your employment
due to Cause, you will receive no severance payment under this Agreement or any other severance plan, policy or arrangement of the Company or any of its affiliates. For purposes of this Agreement, “Cause” means: (i) your
willful and continued failure to substantially perform your duties that has not been cured within thirty days after a written demand for substantial performance is delivered to you, which demand specifically identifies the manner in which the
Company believes that you have not substantially performed your duties, or (ii) your willful engagement in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of clauses (i) and (ii)
of this definition, (x) no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your act, or failure to act, was in the best
interest of the Company, and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company’s Board of Directors (the “Board”)
determines that there is clear and convincing evidence that Cause exists and the Board finding to that effect is adopted by the affirmative vote of not less than three quarters of the entire membership of the Board (after reasonable notice to you
and an opportunity for you, together with your counsel, to be heard by the Board). 
 B. Involuntary Termination Without Cause. If
the Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be paid the amounts set forth in this Section I.B. (which you acknowledge would not be due you in the
absence of this Agreement) as soon as practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; provided, that if you are, as of the Involuntary Termination Date, a
“specified employee” within the meaning of 409A as determined in accordance with the methodology duly adopted by the Company as in effect on the Involuntary Termination Date, then such amounts shall instead be paid on the first business
day following the date which is six months after the Involuntary Termination Date (the “Six-Month Delay Date”) (or if sooner, upon your death); and further provided that the amount
payable under Section I.B(ii) will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned
upon and subject to the requirement that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date or, if applicable, at least 10 days prior to the last day of the
aforementioned 60 day period, (i) you execute and return to the Company the release agreement attached as Exhibit A (the “Release Agreement”) and (ii) any period within which you may revoke the Release Agreement pursuant
to the terms thereof has expired without you having revoked the Release Agreement: 
 (i) a lump sum amount equivalent to your annual base
salary as of the Involuntary Termination Date; 
 (ii) a pro-rated annual bonus for the fiscal year
in which the Involuntary Termination Date occurs, which lump sum amount shall be determined based on, for such fiscal year, the level of achievement of the applicable performance goals under the Company’s Incentive Plan(s), the bonus-eligible
percentage of your annual base pay in effect and the amount of base pay actually paid to you prior to the Involuntary Termination Date; 

(iii) if, on the Involuntary Termination Date, you are an active participant who is accruing benefits under any
tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of its affiliates (a “DB Pension Plan”), pursuant to the DB Pension Plan terms, you will
receive up to one year additional pension service; or 

  
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 Corporate Officer Agreement 

 

 (iv) if, on the Involuntary Termination Date, you are not an active participant who is
accruing benefits under a DB Pension Plan, but are eligible to receive Employer Retirement Income Contributions (ERIC) under an Alcoa Savings Plan, a lump sum amount, in cash, equal to the ERIC contribution percent in effect on the Involuntary
Termination Date multiplied by the sum of your annual base salary as of your Involuntary Termination Date plus your target annual variable compensation; or 

(v) if, on the Involuntary Termination Date, you are not an active participant who is accruing benefits under a DB Pension Plan, but are
eligible to participate in the Global Pension Plan, you will receive a lump sum amount, in cash, equal to the Global Pension Plan annual percentage contribution in effect on the Involuntary Termination Date, multiplied by the sum of your annual base
salary as of your Involuntary Termination Date plus your target annual variable compensation. 
 In addition, for a period of one year after
the Involuntary Termination Date the Company shall arrange to provide you, and anyone entitled to claim through you, health (including medical, behavioral, prescription drug, dental and vision) benefits substantially similar to those provided to
active employees as long as you pay the active employee contribution for the coverage. In order to comply with 409A, the following shall apply to the health care benefits provided pursuant to this paragraph, the costs of which are not fully paid by
you (the “Health Benefits”). Any and all reimbursements of eligible expenses made pursuant to the Health Benefits shall be made no later than the end of the calendar year next following the calendar year in which the expenses were
incurred. The amount of expenses that are eligible for reimbursement or of in-kind benefits that are provided pursuant to the Health Benefits in any given calendar year shall not affect the expenses that are
eligible for reimbursement or benefits to be provided pursuant to the Health Benefits in any other calendar year, except as specifically permitted by Treasury Regulation Section 1.409A-3(i)(iv)(B). Your right
to the Health Benefits may not be liquidated or exchanged for any other benefit. 
 If your employment with the Company terminates pursuant
to this Section I, upon and following the Involuntary Termination Date, your other compensation and benefits continue to be governed by the terms of the plans in which you participate; provided however, that payments and benefits under this Section
I are in lieu of any other involuntary separation benefits or severance payments which you may be eligible to receive from the Company; and if you receive severance pay and benefits under the Company’s Change in Control Severance Plan, no
payments will be made, or benefits provided, under this Agreement. 
 In the event that, as of the Involuntary Termination Date, you are not
a “specified employee” (as described above), and the 60 day period following your Involuntary Termination Date specified herein for payment of any of the amounts due to you under this Section I.B. spans two calendar years, any such payment
will be made in the second calendar year. 
 Restrictive Covenants 

You acknowledge that to the extent that you are a party to any noncompetition, nonsolicitation or confidentiality agreements with the Company
(collectively, “Restrictive Covenants”), the terms of such Restrictive Covenants, shall remain in full force and effect. 
 Tax
Withholding 
 All amounts payable pursuant to this Agreement shall be subject to withholding for taxes as legally required, and for
other amounts authorized by you. 
 Application of 409A Provisions 

If you provide a written, unqualified opinion from your tax advisor to the Company stating that you are a
non-resident alien not subject to 409A at the time of your termination of employment, or that 409A otherwise does not apply to you at that time, unless the Company has reason to believe that such opinion is
more likely than not incorrect, the Company shall cooperate with you to amend this Agreement in a mutually satisfactory manner to cause any severance payments payable hereunder to be paid as soon as practicable following your termination of
employment, and to otherwise remove references to Section 409A from this Agreement; provided that in no event shall such payments be made unless and until you have returned an executed Release Agreement (signed by you on or following your
termination date) and any period within which you may revoke the Release Agreement pursuant to the terms thereof has expired without you having revoked the Release Agreement. The Company shall have no responsibility for any taxes or penalties you
may incur on account of any such amendments, whether pursuant to 409A or otherwise. 

  
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 Corporate Officer Agreement 

 

 Governing Law; Jurisdiction 

This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware without reference to its choice of law
principles. Any action arising out of or related to this Agreement shall be brought in the state or Federal courts located in Pittsburgh, Pennsylvania, and you and the Company consent to the jurisdiction and venue of such courts. 

Amendment; Waiver 
 No provision of
this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is in writing and signed by the Chief Executive Officer of the Company. Any failure by you or the Company to enforce any of the provisions of this
Agreement shall not be construed to be a waiver of such provisions or any right to enforce each and every provision in the future. A waiver of any breach of this Agreement shall not be construed as a waiver of any other or subsequent breach. 

Successors; Binding Agreement 
 The
Company shall have the right to assign its rights and obligations under this Agreement to any entity that acquires all or substantially all of the assets of the Company and continues the Company’s business. The rights and obligations of the
Company under this Agreement shall inure to the benefit and shall be binding upon the successors and assigns of the Company. 
 Severability

 In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of this Agreement shall not in way be affected or impaired thereby. 
 Entire Agreement

 You acknowledge that you have not relied upon any representations (whether oral or written) from the Company, other than as set
forth in this Agreement. This Agreement sets forth the entire agreement and understanding between you and the Company and merges and supersedes any and all prior discussions, agreements, arrangements and understandings with regard to the subject
matter hereof, and may not be modified, amended, discharged or supplemented in any respect, except by a subsequent writing signed by you and the Company. In the event that any payments under this agreement in the aggregate are more than 2.99 times
of your base salary and bonus, the payments which you will be eligible to receive under this Agreement will be reduced accordingly. Except for involuntary separation benefits or other similar severance payments, this Agreement does not supersede the
terms of any other compensation plans, stock option programs, welfare benefit plans, or other such plans or programs in which you are eligible to participate, or may become eligible to participate. 

If you agree to the terms of this Agreement, please sign on the line provided below and return two signed copies to the Corporate Secretary. A
fully executed copy will be returned to you for your files after it is signed by the Company. 

  
 3 









 Corporate Officer Agreement 

 

 IN WITNESS WHEREOF, the Executive and the Company, by its duly authorized representative,
have executed this Agreement on the dates stated below, effective as of the date first set forth above. 
  

							
	COMPANY:	 		 	ALCOA CORPORATION
				
		 		 	By:	 	  

		 		 	Title:	 	  

		 		 	Date:	 	  

			
	EXECUTIVE:	 		 	[Name]
				
		 		 	By:	 	  

		 		 	Title:	 	  

		 		 	Date:	 	  










 Corporate Officer Agreement 

 

 Exhibit A 

RELEASE AGREEMENT 

RELEASE AGREEMENT (this “Release Agreement”), dated as of
                    , between Alcoa Corporation (the “Company”), and [Name]
(“Releasor”).                                    
                                         
  [DATE] 
 WHEREAS, Releasor was employed by the Company as
                     

    [TITLE] 

WHEREAS, Releasor and the Company are parties to an Executive Severance Agreement dated [date] (the “Severance Agreement”).

 WHEREAS, Releasor’s employment with the Company terminated as of
                     

                       
                                 [DATE] 

NOW, THEREFORE, in consideration of the promises and of the releases, representations, covenants and obligations contained herein, the parties
hereto agree as follows: 
 1. Severance Benefits. Subject to Releasor’s execution and
non-revocation of this Release Agreement within the time periods described in this Release Agreement and the Severance Agreement, and compliance with the other terms of the Severance Agreement, the Company
shall pay Releasor the amounts, and provide Releasor the benefits, described in the Severance Agreement. 
 2. Release. Releasor knowingly
and voluntarily releases and forever discharges the Company, its parents, and each of their respective subsidiaries and affiliates, together with their respective present and former directors, managers, officers, stockholders, employees, agents, and
each of their respective predecessors, heirs, executors, administrators, successors and assigns (collectively, the “Releasees”) from any and all debts, obligations, demands, actions, causes of action, accounts, covenants, contracts,
agreements, damages, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which Releasor ever had, now has,
or may hereafter claim to have by reason of any matter, cause or thing whatsoever arising out of or relating to: (a) any events, occurrences or omissions from the beginning of time to the time Releasor signs this Release Agreement, or
(b) Releasor’s employment with the Company or termination thereof (the “Release”). The Release shall apply to any Claim of any type, including, without limitation, any and all Claims of any type that Releasor may have
arising under the common law, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the
Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, or the New York State and City Human Rights Laws, each as amended, and any other federal, state or local statutes, regulations, ordinances or common law
creating employment-related causes of action, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Releasor and any of the Releasees, and all Claims for alleged tortious, defamatory or fraudulent
conduct; provided, however, that nothing in the Release shall: (i) affect any vested employee benefits (including equity awards) to which Releasor may be entitled under any existing employee benefit plans of the Company, or (ii) prohibit
Releasor from enforcing this Release Agreement or the Severance Agreement. By signing this Release Agreement, Releasor represents that he or she shall not be entitled to any personal recovery in any action or proceeding that may be commenced on his
or her behalf in any way arising out or relating to any of the matters that are the subject of the Release. 
 3. Releasor represents that
he or she has not commenced or joined in any claim, charge or action against any of the Releasees, arising out of or relating in any way to Releasor’s relationship with the Company, or the termination thereof. 

4. Releasor represents and agrees that any obligations and representations set forth in any noncompetition, nonsolicitation or confidentiality
agreements between the Releasor and the Company, shall remain in full force and effect on their stated terms. 








 Corporate Officer Agreement 

 

 5. Consultation With Attorney; Voluntary Agreement. Releasor represents that the Company has
advised Releasor to consult with an attorney of Releasor’s choosing prior to signing this Release Agreement. Releasor further represents that he or she understands and agrees that he or she has the right and has been given the opportunity to
review this Release Agreement, with an attorney of Releasor’s choice. Releasor further represents that he or she understands and agrees that the Company is under no obligation to offer the payments and benefits set forth in paragraph 1 above,
and that Releasor is under no obligation to consent to this Release Agreement, and that Releasor has entered into this Release Agreement freely and voluntarily. Releasor shall have twenty-one (21) days to
consider this Release Agreement, unless Releasor is terminated in connection with a an exit incentive or other group termination program, in which case Releasor shall have forty-five (45) days to consider this Release Agreement. In either case,
once Releasor has signed this Release Agreement, Releasor shall have seven (7) additional days from the date of execution to revoke his or her consent. Any such revocation shall be made in writing to Attn: Corporate Secretary, Alcoa Corporation, 390
Park Avenue, New York, New York 10022, and shall be deemed to have been duly given when hand delivered or when mailed by United States certified mail, return receipt requested. If no such revocation occurs, this Release Agreement shall become
effective on the eighth (8th) day after Releasor shall have executed and returned it to the Company (the “Effective Date”). In the event that Releasor revokes his or her consent to this Release Agreement prior to the Effective Date,
this Release Agreement shall be null and void and no payments or benefits shall be due hereunder or under the Severance Agreement. 
 6.
Entire Agreement. Releasor acknowledges that he or she has not relied upon any representations (whether oral or written) from the Company, other than as set forth in this Release Agreement. This Release Agreement sets forth the entire agreement and
understanding between Releasor and the Company and merges and supersedes any and all prior discussions, agreements, arrangements and understandings with regard to the subject matter hereof, except for the Severance Agreement, and may not be
modified, amended, discharged or supplemented in any respect, except by a subsequent writing signed by Releasor and the Company. 
 7.
Successors; Binding Agreement. The Company shall have the right to assign its rights and obligations under this Release Agreement to any entity that acquires all or substantially all of the assets of the Company and continues the Company’s
business. The rights and obligations of the Company under this Release Agreement shall inure to the benefit and shall be binding upon the successors and assigns of the Company. 

8. Severability. In the event that any one or more of the provisions of this Release Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remainder of this Release Agreement shall not in way be affected or impaired thereby. 

9. Governing Law; Jurisdiction. Without reference to any principles concerning choice of law, this Release Agreement shall be governed and
interpreted in accordance with the laws of the State of Delaware. Any action arising out of or related to this Release Agreement shall be brought in the state or Federal courts located in Pittsburgh, Pennsylvania, and Releasor and the Company
consent to the jurisdiction and venue of such courts. 
 10. Counterparts. This Release Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same instrument. 
 IN WITNESS WHEREOF, the
Company, by its duly authorized representative, and Releasor have executed this Release Agreement, on the date and year set forth below. 

[Signature Page Follows] 








 Corporate Officer Agreement 

 

 
			
	ALCOA CORPORATION
		
	By:	 	  

	Title:	 	  

	Date:	 	  

	
	[EXECUTIVE]
		
	By:	 	  

	Title:	 	  

	Date: