Exhibit 10.1


 


Arconic Corporation


 


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;





 






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		(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.


 






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“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.


 






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“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
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.


 


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.



 






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		(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 8,500,000 Shares may be issued under the Plan. Each Share issued pursuant to an Award
                                                            other than an Option or a Stock Appreciation Right shall count as 1.5 Shares for purposes of the foregoing
                                                            authorization. Each Share issued pursuant to an Option or Stock Appreciation Right shall be counted as one Share for each
                                                            Option or Stock Appreciation Right. Any Shares issued pursuant to a Converted Award shall reduce the maximum number of Shares
                                                            issuable under this Section 4(a) in accordance with its provisions.



 


		(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. 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 be added
to the Plan limit 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.



 






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		(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;





 






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		(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).



 






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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.



 






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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. The terms and conditions of Restricted Share Awards need
not be the same with respect to each recipient.



 


		(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.



 


		(iii)	The terms and conditions of Restricted Share Unit Awards need not be the same with respect to each recipient.



 






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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. The terms and conditions of Other Awards need not be the same with respect
to each recipient.


 


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 granted to Executive Officers 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;



 






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		(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. PERFORMANCE AWARDS GRANTED TO EXECUTIVE OFFICERS.


 


		(a)	Notwithstanding any other provision of this Plan, if the Committee grants a Performance Award to a Participant who is an Executive
Officer, 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.



 






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		(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 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, 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.



 






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		(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.



 


		(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 injurious to the Company
or any Subsidiary, monetarily, reputationally or otherwise; (iii) in the event of an Executive Officer’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 a Subsidiary. In the event of a dispute concerning the application
of this Section 15(e), no claim by the Company shall be given effect unless the Board determines that there is clear and convincing
evidence that the Committee has the right to cancel an Award or Awards hereunder, 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 the Participant
and an opportunity for the Participant to provide information to the Board in such manner as the Board, in its sole discretion,
deems to be appropriate under the circumstances).



 


		(f)	Clawback. Notwithstanding any other provision of the Plan to the contrary, in accordance with the Company’s Corporate
Governance Guidelines, if the Board learns of any misconduct by an Executive Officer that contributed to the Company having to
restate all or a portion of its financial statements, the Board will, to the full extent permitted by governing law, in all appropriate
cases, effect the cancellation and recovery of Awards (or the value of Awards) previously granted to the Executive Officer if:
(i) the amount of the Award was calculated based upon the achievement of certain financial results that were subsequently
the subject of a restatement, (ii) the executive 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. 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 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.



 






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		(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. 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.





 






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		(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.



 






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		(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.



 






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		(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”).


 








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