a1030102021ltiprsupsu






« FORM OF »        2021 LTIP Award Letter   Last Name, First Name      May 11, 2021       2021 Long Term Incentive Award Letter    Dear First Name,    I am pleased to inform you that you have received a Grant of Units in the amounts set forth below. These  Units entitle you to receive Constellium Shares (or a cash equivalent, at Constellium’s discretion), subject  to the terms and conditions set forth in this Award Letter, in the Constellium 2021 Long Term Incentive  Award Agreement (the “2021 Award Agreement”) and the Constellium SE 2013 Equity Incentive Plan, as  may be amended from time to time (the “Plan”). Capitalized Terms used in this Award Letter, unless so  defined herein, shall have the meanings found in the 2021 Award Agreement or the Plan.     Grant Date May 11, 2021  Award Value $X,XXX,XXX  Total Units Granted TOTAL (= YYY,YYY + ZZZ,ZZZ)  Restricted Stock Units (RSUs)  YYY,YYY  Performance Share Units (PSUs) – Base Amount ZZZ,ZZZ  Indices/Comparator Group  S&P MidCap 400 Materials Index;   S&P SmallCap 600 Materials Index  Initial price on the Grant Date CSTM share price: $15.84 (20-day average)  Vesting Date May 11, 2024  Vesting Period / Performance Period  From the Grant Date through the Vesting Date    Please note that, except as otherwise set forth in the 2021 Award Agreement, the vesting of the RSUs and  PSUs and the delivery of Shares (or a cash equivalent in respect of such RSUs and PSUs) is subject to the  satisfaction of the Continued Service Condition. The vesting of the PSUs is, in addition, subject to the  satisfaction of the Performance Condition. The level of achievement of the Performance Condition shall be  determined by comparing the Constellium TSR to the average of the TSRs of the two Indices (i.e., the  Comparator Group) at the end of the relevant Performance Period as follows:    Performance Condition Achievement Level Number of Shares underlying PSUs  Constellium TSR is below the average of the two  25th percentile TSRs of the Comparator Group  PSU Base Amount x 0%  Constellium TSR is at the average of the two 25th  percentile TSRs of the Comparator Group  PSU Base Amount x 25%  Constellium TSR is between the average of the  two 25th percentile TSRs & the average of the two  median TSRs of the Comparator Group  PSU Base Amount x (linear interpolation between  25% and 100%)  Constellium TSR is at the average of the two  median TSRs of the Comparator Group  PSU Base Amount x 100%  Constellium TSR is between the average of the  two median TSRs & the average of the two 75th  percentile TSRs of the Comparator Group  PSU Base Amount x (linear interpolation between  100% and 200%)  Constellium TSR is at or above the average of the  two 75th percentile TSRs of the Comparator Group  PSU Base Amount x 200%     





 






     2021 LTIP Award Letter   Last Name, First Name          Notwithstanding the foregoing, if the Constellium TSR is negative, the number of Shares (or a cash  equivalent) eligible to be delivered in respect of the PSUs shall be capped at 100% of the Base Amount.    By electronic acceptance of this award, you acknowledge that you have received a copy of, or have online  access to, the 2021 Award Agreement and the Plan, and hereby accept the Units granted, subject to all the  terms and provisions of this Award Letter, the 2021 Award Agreement and the Plan. The Board or the  Committee shall determine whether an event has occurred resulting in the forfeiture of your Units and any  Shares issuable thereunder and all such determinations shall be final and conclusive. You also  acknowledge that this award and similar awards are made on a selective basis and are, therefore, to be  kept confidential.     Very truly yours              Ryan Jurkovic  Senior Vice President  Chief Human Resources Officer