Exhibit 10.1


 





	   	 

                       Howmet Aerospace Inc.

                       201 Isabella Street

                       Pittsburgh PA 15212




 


October 14, 2021


 


John C. Plant


c/o Howmet Aerospace Inc.


201 Isabella Street


Pittsburgh PA 15212


 


Dear John:


 


This letter (this “Agreement”)
memorializes our recent discussions concerning your assumption of the position of sole Chief Executive Officer of Howmet Aerospace Inc.
(the “Company”) and the extension of the term of your employment under the letter agreement between the Company and
you, dated as of February 24, 2020, as amended June 9, 2020 (the “Letter Agreement”) (capitalized terms not defined
herein shall have the meanings ascribed to them in the Letter Agreement) and amends the Letter Agreement to the extent necessary solely
in the manner set forth below. All other terms and conditions contained in the Letter Agreement that are not specifically amended herein
shall remain unaffected and unamended by this Agreement (in particular and among other items, the restricted stock unit awards granted
under the Letter Agreement are and remain unamended by this Agreement).


 


Term; Position. The Term is hereby extended
for an indefinite term, to conclude upon your termination of employment with the Company for any reason. During the Term, you will serve
as the sole Chief Executive Officer of the Company, and any appointment or designation by the Company of a co-Chief Executive Officer
of the Company without your express written consent will be deemed to constitute “Good Reason” for your resignation under
the Letter Agreement and this Agreement


 


RSU Grant. In connection with and in consideration
for the extension of the Term and your assumption of the position of sole Chief Executive Officer, the Company hereby grants you additional
restricted stock units (the 500,000 additional restricted stock units granted to you under this Agreement, the “RSUs”)
pursuant to the Company’s 2013 Stock Incentive Plan, as amended and restated (the “Equity Plan”) and the award
agreement attached hereto as Annex A (the “Award Agreement”) in respect of 500,000 shares of common stock of the Company,
par value $1 (“Shares”). All of the RSUs will vest on January 1, 2024, subject, except as otherwise provided below,
to your continued employment through such date.


 






     


     


    

 


		○	Termination for Cause; Resignation without Good Reason. In the event of a termination of your employment
by the Company for Cause or your resignation without Good Reason prior to January 1, 2024, all RSUs will be forfeited.



 


		○	Termination due to Death or Disability. In the event of a termination of your employment due to
your death or Disability prior to January 1, 2024, then a portion of the RSUs equal to the product of (i) 500,000, multiplied by (ii)
a fraction (not to exceed 1.0), the numerator of which is the number of days from the date hereof through the date of such termination
of employment and the denominator of which is the number of days from the date hereof through January 1, 2024 will vest on the date of
such termination of employment, and the remainder of the RSUs will be forfeited.



 


		○	Termination without Cause or by you for Good Reason. In the event that your employment is terminated
by the Company without Cause or by you for Good Reason prior to January 1, 2024, then all RSUs will immediately and fully vest on the
date of such termination of employment.



 


The RSUs may, at the Company’s election, be settled in cash rather
than Shares. The RSUs shall be subject to the additional terms and conditions contained in the Award Agreement.


 


Severance. The reference to “March 31, 2023” in
the first paragraph of the section of the Letter Agreement titled “Severance; No Nonqualified Deferred Compensation” is hereby
modified to refer to “January 1, 2024.” In addition, clause (B) of the definition of Good Reason set forth in the Letter Agreement
is hereby amended to remove the first parenthetical of such clause and to replace the remaining reference to “Co-Chief Executive
Officer” in such clause with a reference to “sole Chief Executive Officer.”


 


Miscellaneous. The Company will pay directly
to your attorney, within 20 days following the full execution of this Agreement, all reasonable and documented attorneys’ fees incurred
in the negotiation and drafting of this Agreement in an amount not to exceed $7,500. Except as otherwise expressly provided in this Agreement,
the Letter Agreement shall remain in full force and effect. The section of the Letter Agreement entitled “Governing Law; Jurisdiction”
is incorporated into this Agreement by reference and shall apply to this Agreement as if set forth herein.


 


[Signature page follows.]


 






    2


     


    

 


Sincerely,


 


	/s/ James F. Albaugh	 
	 	 
	James F. Albaugh	 
	Lead Director	 
	Howmet Aerospace Inc. Board of Directors	 


 


Acknowledged and Agreed:


 


	/s/ John C. Plant	 	October 14, 2021
	John C. Plant	 	Date



 


[Signature Page to Letter Agreement]


 






     


     


    

 


 


 


Annex A


 


HOWMET AEROSPACE INC.

RESTRICTED SHARE UNIT AWARD

Grant Date: October 14, 2021


 


This Restricted Share Unit Award represents a grant of Restricted Share
Units relating to 500,000 shares of common stock of Howmet Aerospace, Inc. (the “Company”), par value $1. The terms and conditions
of this Restricted Share Unit Award Agreement, as set forth in this agreement between the Company and John C. Plant (the “Participant”,
and this agreement, the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors.
The Restricted Share Unit award is granted pursuant to the 2013 Howmet Aerospace Stock Incentive Plan, as amended and restated and as
may be further amended from time to time (the “Plan”). Capitalized terms used but not defined in the Award Agreement shall
have the meaning given to such terms in the Plan. Reference is made to the letter agreement dated as of October 14, 2021 between the Company
and the Participant (the “Letter Agreement”).


 


General Terms and Conditions 


 


1.       The Restricted Share Units
are subject to the provisions of the Award Agreement (including the provisions of the Plan deemed to be incorporated by reference herein).
Interpretations of the Award Agreement by the Committee are binding on the Participant and the Company. A Restricted Share Unit is an
undertaking by the Company to issue a Share or an equivalent cash amount in accordance with Section 3 of the Award Agreement, subject
to the fulfillment of certain conditions, except to the extent otherwise provided in the Plan or herein. A Participant has no voting rights
or rights to receive dividends on Restricted Share Units, but the Board of Directors may authorize that dividend equivalents be accrued
and paid on Restricted Share Units upon vesting in accordance with Section 2 of the Award Agreement.


 


Vesting and Payment 


 


2.       The Restricted Share Units
will be subject to the vesting terms and conditions set forth in the Letter Agreement which are deemed to be incorporated herein.


 


3.       Upon the vesting of the
Restricted Share Units in accordance with the terms of the Award Agreement, Participant will receive, within 30 days following the vesting
date, one Share for each vested Restricted Share Unit; provided, that the Company may instead make a cash payment in settlement of all
or a portion of such vested Restricted Share Units that equals, for each applicable Restricted Share Unit, the Fair Market Value of a
Share on the date of such settlement. Subject to Section 14 of the Award Agreement, the Company shall have sole discretion to determine
whether to settle Restricted Share Units in Shares, cash or a combination thereof.


 






    1


     


    

 


Taxes 


 


4.       All taxes required to be
withheld under applicable tax laws in connection with the Restricted Share Units must be paid by the Participant at the appropriate time
under applicable tax laws. The Company will satisfy applicable tax withholding obligations by withholding from the Shares to be issued
(or cash to be paid) upon payment of the Restricted Share Units, unless an alternative withholding method is approved by the Committee
or withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which
case withholding will be made pursuant to Section 15(l) of the Plan. The number of Shares or amount of cash withheld will be that number
or amount with a fair market value equal to the taxes required to be withheld at the minimum required rates or, to the extent permitted
under applicable accounting principles and approved by the Committee, at up to the maximum individual tax rate for the applicable tax
jurisdiction, which include applicable income taxes, federal and state unemployment compensation taxes and FICA/FUTA taxes. Further, notwithstanding
anything herein to the contrary, the Company may cause a portion of the Restricted Share Units to vest prior to the stated vesting date
set forth in the Letter Agreement in order to satisfy any tax-related items that arise prior to the date of settlement of the Restricted
Share Units; provided, that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of Restricted
Share Units so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for
such tax-related items.


 


Beneficiaries 


 


5.       If permitted by the Company,
Participants will be entitled to designate one or more beneficiaries to receive the amounts payable in respect of any Restricted Share
Units that are outstanding and have not been settled at the time of death of the Participant. All beneficiary designations will be on
beneficiary designation forms approved for the Plan. Copies of the form are available from the Communications Center on Merrill Lynch’s
OnLine® website www.benefits.ml.com.


 


6.       Beneficiary designations
on an approved form will be effective at the time received by the Communications Center on Merrill Lynch’s OnLine® website www.benefits.ml.com.
A Participant may revoke a beneficiary designation at any time by written notice to the Communications Center on Merrill Lynch’s
OnLine® website www.benefits.ml.com or by filing a new designation form.
Any designation form previously filed by a Participant will be automatically revoked and superseded by a later-filed form.


 


7.       A Participant will be entitled
to designate any number of beneficiaries on the form, and the beneficiaries may be natural or corporate persons.


 


8.       The failure of any Participant
to obtain any recommended signature on the form will not prohibit the Company from treating such designation as valid and effective. No
beneficiary will acquire any beneficial or other interest in any Restricted Share Unit prior to the death of the Participant who designated
such beneficiary.


 






    2


     


    

 


9.       Unless the Participant
indicates on the form that a named beneficiary is to receive Restricted Share Units only upon the prior death of another named beneficiary,
all beneficiaries designated on the form will be entitled to share equally in the amounts payable in respect of the Restricted Share Units
upon settlement. Unless otherwise indicated, all such beneficiaries will have an equal, undivided interest in all such Restricted Share
Units.


 


10.       Should a beneficiary die
after the Participant but before the Restricted Share Unit is paid, such beneficiary’s rights and interest in the Award will be
transferable by the beneficiary’s last will and testament or by the laws of descent and distribution. A named beneficiary who predeceases
the Participant will obtain no rights or interest in a Restricted Share Unit, nor will any person claiming on behalf of such individual.
Unless otherwise specifically indicated by the Participant on the beneficiary designation form, beneficiaries designated by class (such
as “children,” “grandchildren” etc.) will be deemed to refer to the members of the class living at the time of
the Participant’s death, and all members of the class will be deemed to take “per capita.”


 


11.       If a Participant does
not designate a beneficiary or if the Company does not permit a beneficiary designation, the Restricted Share Units that have not yet
vested or been paid at the time of death of the Participant will be paid to the Participant’s legal heirs pursuant to the Participant’s
last will and testament or by the laws of descent and distribution.


 


Adjustments 


 


12.       In the event of an Equity
Restructuring, the Committee will equitably adjust the Restricted Share Unit as it deems appropriate to reflect the Equity Restructuring,
which may include (i) adjusting the number and type of securities subject to the Restricted Share Unit; and (ii) adjusting the terms
and conditions of the Restricted Share Unit. The adjustments provided under this Section 12 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.


 


Repayment/Forfeiture


 


13.       As an additional condition
of receiving the Restricted Share Unit, the Participant agrees that the Restricted Share Unit and any benefits or proceeds the Participant
may receive hereunder shall be subject to forfeiture and/or repayment to the Company to the extent required (i) under the terms of any
recoupment or “clawback” policy adopted by the Company to comply with applicable laws or with the Company’s Corporate
Governance Guidelines or other similar requirements, as such policy may be amended from time to time (and such requirements shall be deemed
incorporated into the Award Agreement without the Participant’s consent) or (ii) to comply with any requirements imposed under applicable
laws and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted,
including, without limitation, pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Further,
if the Participant receives any amount in excess of what the Participant should have received under the terms of the Restricted Share
Unit for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error),
all as determined by the Committee, then the Participant shall be required to promptly repay any such excess amount to the Company.


 






    3


     


    

 


Miscellaneous Provisions 


 


14.       Stock Exchange Requirements;
Applicable Laws. Notwithstanding anything to the contrary in the Award Agreement, no Shares issuable upon vesting of the Restricted
Share Units, and no certificate representing all or any part of such Shares, shall be issued or delivered if, in the opinion of counsel
to the Company, such issuance or delivery would cause the Company to be in violation of, or to incur liability under, any securities law,
or any rule, regulation or procedure of any U.S. national securities exchange upon which any securities of the Company are listed, or
any listing agreement with any such securities exchange, or any other requirement of law or of any administrative or regulatory body having
jurisdiction over the Company or a Subsidiary.


 


15.       Non-Transferability.
The Restricted Share Units are non-transferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by the Participant other than by will or the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that, the designation
of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


16.       Shareholder Rights.
No person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any Shares unless the
Restricted Share Unit shall have vested and been paid in the form of Shares in accordance with the provisions of the Award Agreement.


 


17.       Notices. Any notice
required or permitted under the Award Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by
confirmed email, telegram, or fax or five days after being deposited in the mail, as certified or registered mail, with postage prepaid,
and addressed to the Company at the Company’s principal corporate offices or to the Participant at the address maintained for the
Participant in the Company’s records or, in either case, as subsequently modified by written notice to the other party.


 


18.       Severability and Judicial
Modification. If any provision of the Award Agreement is held to be invalid or unenforceable under the applicable laws of any country,
state, province, territory or other political subdivision or the Company elects not to enforce such restriction, the remaining provisions
shall remain in full force and effect and the invalid or unenforceable provision shall be modified only to the extent necessary to render
that provision valid and enforceable to the fullest extent permitted by law. If the invalid or unenforceable provision cannot be, or is
not, modified, that provision shall be severed from the Award Agreement and all other provisions shall remain valid and enforceable.


 


19.       Successors. The
Award Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the
Participant and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.


 


20.       Imposition of
Other Requirements. The Company reserves the right to impose other requirements on the Restricted Share Unit and on any Shares
acquired under the Award Agreement, to the extent the Company determines it is necessary or advisable for legal or administrative
reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing.


 






    4


     


    

 


21.       Compliance with Code
Section 409A. It is intended that the Restricted Share Units granted pursuant to the Award Agreement be compliant with or exempt from
Section 409A of the Code and the Award Agreement shall be interpreted, construed and operated to reflect this intent. Notwithstanding
the foregoing, the Award Agreement and the Plan may be amended at any time, without the consent of any party, to the extent necessary
or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make
any such amendment. Further, the Company and its Subsidiaries do not make any representation to the Participant that the Restricted Share
Units granted pursuant to the Award Agreement satisfies the requirements of Section 409A of the Code, and the Company and its Subsidiaries
will have no liability or other obligation to indemnify or hold harmless the Participant or any other party for any tax, additional tax,
interest or penalties that the Participant or any other party may incur in the event that any provision of the Award Agreement or any
amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section
409A of the Code.


 


22.       Waiver. A waiver
by the Company of breach of any provision of the Award Agreement shall not operate or be construed as a waiver of any other provision
of the Award Agreement, or of any subsequent breach by the Participant or any other Participant.


 


23.       No Advice Regarding
Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the
Participant’s acceptance of the Restricted Share Unit, or the Participant’s acquisition or sale of the underlying Shares.
The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the
Participant’s acceptance of the Restricted Share Unit before taking any action related thereto.


 


24.       Governing Law and Venue.
As stated in the Plan, the Restricted Share Unit and the provisions of the Award Agreement 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. The jurisdiction and
venue for any disputes arising under, or any actions brought to enforce (or otherwise relating to), the Restricted Share Unit will be
exclusively in the courts in the State of New York, County of New York, including the Federal Courts located therein (should Federal jurisdiction
exist).


 


25.       Electronic Delivery
and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Share Unit by electronic
means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Restricted Share
Unit through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 


26.       Entire
Agreement. The Award Agreement and the Plan embody the entire understanding and agreement of the parties with respect to the
subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by
reference herein, shall bind either party hereto.


 


[Signature Page Follows.]


 






    5


     


    

 


IN WITNESS WHEREOF, the parties have duly executed the Award Agreement
as of the Grant Date first written above.


 


HOWMET AEROSPACE INC.


by


 


	/s/ Neil Marchuk	 
	 	 
	Name: 	Neil Marchuk	 
	Title:	Executive Vice President,	 
	 	Chief Human Resources Officer	 



 


	John C. Plant  	 
	 	 
	/s/ John C. Plant