EX-10.2



 Exhibit 10.2 

Constellium Employees Performance Award (EPA) Plan 

 
 CONSTELLIUM 

Short Term Incentive plan 

Employee Performance 
 Award (EPA)

 Plan Description 
 All Constellium Employees 

with a level as from Engineers / 
 Professionals (28 and above)

 January 2016 








 Constellium Employees Performance Award (EPA) Plan 

 
  

 General 
  

			
	Introduction to Constellium Employees Performance Award (EPA) Plan	  	 The Employee Performance Award (EPA) plan is a Short Term Incentive (STI) plan which rewards the achievement of:

 
 •    (i) Financial
Performance,
  

•    (ii) Safety performance (EHS) and

 
 •    (iii) Individual
Objectives.
  
 It is designed to provide a performance-related reward to employees who
contribute substantially to the success of Constellium.
  
 The EPA plan comprises three
elements:


  

			
	 Financial Objectives :
	  	70% weight
	 Safety Objective :
	  	10% weight
	 Two Individual Objectives :
	  	20% weight

  

			
		  	 The quarterly Financial Objectives and the yearly Safety Objective are defined and approved by the Remuneration Committee of the Board
(RemCo) at the beginning of each performance period.
  
 The two yearly Individual
Objectives are set and evaluated by the supervisor as part of the Performance Management process.
  

There will be no EPA payout in a Business Unit or the Constellium Group in case the EBITDA of that Business Unit or the Constellium Group would be
negative.
  
 The pay out on Group level cannot be higher than the highest pay out in one
of the Business Units.



  
 2 









 Constellium Employees Performance Award (EPA) Plan 

 
  

 Description of the Plan 
  

			
	Participation	  	 The EPA plan is designed for Constellium employees in positions Engineers / professionals and above (grade 28 and above).

 

	Period of Participation	  	 Employees who join the EPA scheme in the course of the year are entitled to an award pro-rated for
the numbers of months of participation.
  
 If an employee resigns or is terminated for
cause in the course of the performance period, he/she is losing the entitlement to a pay out as a result of the EPA plan. To be entitled to the payout the employee should still be on payroll at the end of the performance period and not be in
notice period.
  
 If an employee is terminated without cause, he/she is
entitled to the performance award taking into account the time worked during the performance period and a fair evaluation of the two Individual Objectives.
  

In any circumstances, periods of garden leave do not create an entitlement to an EPA award, unless local regulation stipulates otherwise.

 

	Control	  	 The Remuneration Committee of the board has full and exclusive power to interpret the EPA plan rules and to make, amend, and rescind the
rules and regulations for its administration. This Remuneration Committee has the authority to approve resulting pay outs of the EPA plan. The EPA bonus pay outs, even if they are of regular nature, do not create any type of acquainted right on
behalf of the employee.
  

	Performance Period	  	 The financial metrics are set and measured on a quarterly basis, the yearly ones on a yearly basis, i.e. from January 1st till December 31st.
 The pay out of the award takes
place after the Remuneration Committee has approved the results of the plan for a given year which is normally happening end march of the calendar year following the end of the performance period.

 

	Target Award	  	 Each entitled employee has a target award expressed as a percentage of the base salary at December 31st of the bonus year, reflecting both the responsibilities of the position and the labor markets Constellium is competing with.
  

In case the target award of the employee has changed in the course of the year, the target awards for the respective periods will be used to calculate the full
yearly pay out.
  
 In case the employee changed position in the course of the year with a
changing perimeter (group, BU and/or OU), the award will be calculated pro rata temporis the time spent in the respective positions, except if the change has occurred for a month or less before year end.



  
 3 









 Constellium Employees Performance Award (EPA) Plan 

 
  

 Performance Award Components 

  
 4 









 Constellium Employees Performance Award (EPA) Plan 

 
  


			
	Financial Performance Award	  	 The Financial Performance Award is calculated on a quarterly basis and takes into account two components as defined and reported by Corporate
Controlling:
  

•    The Adjusted Free Cash Flow/Operating Cash Flow

 
 •    The Adjusted
EBITDA
  
 The Financial Performance Award accounts for 70% of the total target award
being 35% for each component.
  
 At the end of each quarter, an evaluation of the
financial objectives is made. In case one or both thresholds have been passed, the employee vests the right on the resulting pay out at the end of the year when he/she is still employed at that moment of time (see comments page 3 period of
participation).
  
 Each quarter is evaluated on its own merits. No carryover of over
delivered results or catch up in the quarter(s) following a substandard performance is allowed.
  

Appendix 1: Definitions of the components.

		
	Parental Concept	  	 In order to promote synergies throughout the company, the EPA plan is designed to encourage individual plants, business units and corporate
to work closely together to achieve common strategic, operating and financial goals. Therefore, the Financial Performance Award element of the EPA is defined - depending on the level of the employee - on one or more financial results of Constellium
Corporate, the BU and the site, operating unit or product/market unit.
  
 The EPA grid in
appendix 2 defines the relative weight for each level in the organization. The functions (finance, HR, IT, purchasing) or “shared services” (maintenance, EHS...), which operate on a site where multiple BU’s are represented, are
rewarded based on the results of the BU which manages the central services on the site – P&ARP for Singen and A&T for Valais.
  

Appendix 2 : 2016 Parental grid
  

For clarity reasons, the parental grid is applied for each business and operating unit. Each employee receives a letter which confirms the perimeter on which
his/her bonus will be calculated.

		
	EHS Objective	  	The yearly EHS objective for Constellium and the different entities is established at the beginning of each performance period. There will be no payout for the EHS objective in case of a fatality or type I (major) environmental
event for all employees of the operating unit involved, all hierarchical line managers, the BU management and all employees on group level.
		
	Individual/Team Award (ITA)	  	Individual/Team objectives are established yearly by the supervisor according to the performance management process. The performance rating on the two main objectives is used to calculate the EPA rating. The employee agrees
with his/her supervisor which of the objectives will be used for the bonus calculation and indicates them as such in the performance management system.


  
 5 









 Constellium Employees Performance Award (EPA) Plan 

 
  

 Payout Mechanism 
  

			
	Payout scale	  	 The payout scale defines the performance levels and their resulting pay outs.

 
 The target performance level in terms of Cash Flow/EBITDA results in a payout at 100% of
the bonus entitlement.
  
 The Cash Flow/EBITDA threshold level is in principle 80% of the
target level. Below this point, there is no bonus payout. Between this point and the target performance level, the payout increases linearly between 0% and 100%
  

The maximum Cash Flow/EBITDA performance target is in principle 125% of the target level. This level results in principle in a payout of 150% of the bonus
entitlement (for any 1% above 100% the additional payout is 2% up to 150%). The payout between the target performance level and the maximum performance level is defined linearly.

 
 In case there is a reduced span between the minimum and maximum value of the targets,
intelligence will be applied to reset the values and make them both challenging and rewarding.
  

The financial component pay out for the Corporate functions is capped by the highest pay out in one of the Business Units.

 
 The Cash Flow and EBITDA results are considered as independent performance parameters,
each with a relative weight of 35% and evaluated on its own merits.
  
 Restructuring
costs are below the line, as far as they are properly documented and in compliance with IFRS definitions.
  

For entities reporting in a currency other than the Euro, actual Adjusted EBITDA and Adjusted Cash Flow will be restated at budget FX rates.

 
 There will be no EPA payout in a Business Unit in case the EBITDA of that unit would be
negative.
  

	Payout approval	  	The proposals for EPA bonus pay outs need to be approved by the line management – two levels up and the HR function up to VP HR. The final approval is done by the Rem Com.

 Illustrative Award Calculation 

The Total Award is the sum of the quarterly Cash Flow / EBITDA ratings (70%), the EHS rating (10%) and the Individual Objective results (20%) as follows: 

 

	
	Total Award= target bonus x ((Cash Flow/EBITDA ratings x 70%) + (EHS rating x 10%) + (Ind Obj rating x 20%))


  
 6 









 Constellium Employees Performance Award (EPA) Plan 

 
  

 Appendix 1    2016 EPA – FINANCIAL DEFINITIONS 

The financial targets are defined as tracked and reported by Corporate Controlling on a monthly, quarterly and yearly basis. 

 

			
	EBITDA	  	 •    Quarterly EBITDA targets based on 2016 budget at budget FX
rates
  
 •    Excluding
the effect of the Moving Average cost of metal and the internal CSAG & FX/LME Hedging fees
  

•    Excluding below the line items, validated by Corporate Finance

		
	 FCF
	  	 The Free Cash Flow targets are defined as follows :
  

•    The Operational Cash Flow for all EPA entitled employees on site level, except site
management of Sierre, Singen, Issoire, NH, Decin and Ravenswood (site director, finance and HR)
  

•    The Adjusted Free Cash Flow for the EPA entitled employees on group and BU management
level and the finance and HR directors of the sites mentioned above


  

			
		  	Free Cash Flow definition
		  	 Adjusted EBITDA
(exc MA/EPSAG)
 Add back : non-cash items

Change in Trade Working Capital
 Capex (cash)

		  	 Operational
Cash Flow – target for all employees on site level except site management big sites
 Net changes in Operating WCR

Net changes in Non-Operating WCR

Net changes on deferred revenues
 Taxes paid

Cash out on provisions (other than pension and restructuring)

Cash out on pensions
 Cash out on restructuring

Net changes in margin calls
 Adjusted Free Cash Flow –
target for group, BU management and site management big sites
 Financing

Proceeds from disposal of assets
 Free Cash
Flow


  

			
	 Change in Trade
  

Working Capital
	  	 •    Change in trade receivables, payables and inventory

 
 •    Neutral to any
financing, factoring or letter of credit arrangements



  
 7 









 Constellium Employees Performance Award (EPA) Plan 

 
  

 Appendix 2 - Parental concept for the financial award 

2016 EPA PARENTAL GRID 
  

																	
	 EPA Participants :
	  	Financial Performance Award	 
	  	Group
Adj. FCF/ Adj.
EBITDA	 	 	BU
Adj. FCF/ Adj.
EBITDA	 	 	BU OCF/EBITDA	 	 	PU / MU / Sites
OCF / EBITDA	 
	 Executive Committee / Constellium Group employees (including
C-Tech)
	  	 	70	% 	 				 				 			
	 Site Management (site including site Director, finance and HR) of 6 big sites
	  	 	15	% 	 	 	20	% 	 				 	 	35	% 
	 BU Management and functional team members working on BU level
	  	 	35	% 	 	 	35	% 	 				 			
	 OU / MU / Sites Operational and functional positions
	  	 	15	% 	 				 	 	20	% 	 	 	35	% 

 This grid may suffer exceptions on request of BU Presidents that need the approval of the VP HR 

  
 8 









 Constellium Employees Performance Award (EPA) Plan 

 
  

 Signed : 
 For
agreement : 
  

									
	 	  	 	  	 Date
	  	 Signature
	  	 
	 CFO
  
	  		  		  	 




  
	  	
	 BU President
	  	 A&T

PARP    

ASI
	  		  	  	
					
	 VP HR
  
	  		  		  	



	  	
	 CEO
  
	  		  		  	



	  	


  
 9