Exhibit 10.5


 


ARCONIC CORPORATION


TERMS AND CONDITIONS
FOR DEFERRED FEE RESTRICTED SHARE UNITS


DIRECTOR AWARDS


Effective April
8, 2020 


 


These terms and conditions, (jointly,
the “Award Terms”) are authorized by the Board. They are deemed to be incorporated into and form a part of every Award
of Restricted Share Units issued to a Director in lieu of Fees (as defined in the Deferred Fee Plan for Directors of Arconic Corporation
(the “Company”)) on or after April 8, 2020 under the Arconic Corporation 2020 Stock Incentive Plan, as amended and
restated and as may be further amended from time to time (the “Plan”).


 


Terms that are defined in the Plan have the same meanings in
the Award Terms.


 


General Terms
and Conditions


 


1.                  
This Award of Restricted Share Units is granted in lieu of Fees pursuant to the Participant's election under the Company’s
Deferred Fee Plan for Directors (the "Deferred Fee Plan"). In accordance with the Deferred Fee Plan, the number of Shares
subject to this Award has been determined by dividing the dollar amount of the Fees subject to the Director's election by the fair
market value of a Share on the date(s) that such Fees (or any installment thereof) would otherwise have been paid in cash to the
Participant, rounded down to the nearest number of whole Shares; any remaining amount representing the value of a fractional Share
will be paid in cash to the Participant as soon as practicable following the grant date of this Award, but in any event by no later
than March 15th of the year following the year in which the relevant Fees were earned. Restricted Share Units are subject to the
provisions of the Plan and the provisions of the Award Terms. If the Plan and the Award Terms are inconsistent, the provisions
of the Plan will govern. Interpretations of the Plan and the Award Terms by the Board are binding on the Participant and the Company.
A Restricted Share Unit is an undertaking by the Company to issue the number of Shares indicated in the Participant's account at
Merrill Lynch's OnLine® website www.benefits.ml.com, 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 may authorize that dividend equivalents be accrued on Restricted Share Units. Any dividend
equivalents on Restricted Share Units will be paid in the same manner and at the same time as the Restricted Share Units to which
they relate, as set forth in paragraph 3 below.


 


Vesting and
Payment


 


2.                  
Vesting. A Restricted Share Unit granted in lieu of Fees pursuant to the Participant's election under the Deferred Fee Plan
(a "Deferred Fee RSU Award" as defined in the Deferred Fee Plan) is 100% vested on the grant date.


 


3.                  
Payment. A Participant will receive one Share upon payment of each Restricted Share Unit. Payment of Restricted Share Units
is governed by the Deferred Fee Plan. Except as otherwise set forth in the Deferred Fee Plan, payment of Restricted Share Units
will occur upon the earlier of the Participant's "separation from service" (as defined in Section 409A of the Code and
the Treasury Regulations thereunder) and the Participant's death, within the payment periods specified in the Deferred Fee Plan.
In accordance with the deferral election provisions of the Deferred Fee Plan, the Participant may elect to receive payment of his
or her Restricted Share Units in either a single lump sum or in up to ten (10) annual installments, except as otherwise required
or recommended due to applicable local law or set forth in the Deferred Fee Plan. In the absence of such election by the Participant,
a Restricted Share Unit will be paid in a single lump sum.


 


Taxes


 


4.                  
The Participant acknowledges that the Participant will consult with his or her personal tax advisor regarding any income tax, social
security contributions or other tax-related items ("Taxes") that arise in connection with the Restricted Share Units.
The Participant is relying solely on such advisor and is not relying in any part on any statement or representation of the Company
or any of its agents. The Company shall not be responsible for withholding any applicable Taxes, unless required by applicable
law. The Company may take such action as it deems appropriate to ensure that all Taxes, which are the Participant’s sole
and absolute responsibility, are withheld or collected from the Participant, if and to the extent required by applicable law. In
this regard, the Company will have the power and the right to require the Participant to remit to the Company, the amount necessary
to satisfy federal, state and local taxes, U.S. or non-U.S., required by law or regulation to be withheld with respect to any taxable
event arising as a result of the Restricted Share Units. Notwithstanding the foregoing, unless otherwise determined by the Board,
any obligation to withhold Taxes will be met by the Company by withholding from the Shares to be issued upon payment of the Restricted
Share Unit that number of Shares with a fair market value on the payment date equal to the Taxes required to be withheld at the
minimum required rates or, to the extent permitted under applicable accounting principles, at up to the maximum individual tax
rate for the applicable tax jurisdiction.


 






     

     


    

 


 Beneficiaries


 


5.                  
If permitted by the Company, the Participant will be entitled to designate one or more beneficiaries to receive all Restricted
Share Units 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.


 


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 Restricted
Share Units. 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 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 Board 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 paragraph 12
will be nondiscretionary and final and binding on all interested parties, including the affected Participant and the Company; provided
that the Board will determine whether an adjustment is equitable.


 






     

     


    

 


Miscellaneous Provisions


 


13.               
Stock Exchange Requirements; Applicable Laws. Notwithstanding anything to the contrary in the Award Terms, no Shares issuable
upon payment 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.


 


14.               
Shareholder Rights. No person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder
of any Shares until the Restricted Share Unit shall have vested and been paid in the form of Shares in accordance with the provisions
of the Award Terms.


 


15.               
Notices. Any notice required or permitted under the Award Terms 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.


 


16.               
Severability and Judicial Modification. If any provision of the Award Terms 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 Terms
and all other provisions shall remain valid and enforceable.


 


17.               
Successors. The Award Terms 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.


 


18.               
Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's participation
in the Plan, on the Restricted Share Unit and on any Shares acquired under the Plan, 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.


 


19.               
Compliance with Code Section 409A. It is intended that the Restricted Share Unit granted pursuant to the Award Terms be
compliant with Section 409A of the Code and the Award Terms shall be interpreted, construed and operated to reflect this intent.
Notwithstanding the foregoing, the Award Terms 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 Unit granted pursuant to the Award Terms 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 Terms 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.


 


20.               
Waiver. A waiver by the Company of breach of any provision of the Award Terms shall not operate or be construed as a waiver
of any other provision of the Award Terms, or of any subsequent breach by the Participant or any other Participant.


 






     

     


    

 


21.               
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 participation in the Plan, 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 participation in the Plan before taking any action related to the Plan.


 


22.               
Governing Law and Venue. As stated in the Plan, the Restricted Share Unit and the provisions of the Award Terms 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, without reference to principles of conflict of laws, and construed accordingly.


 


23.               
Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to
current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic
delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company
or a third party designated by the Company.


 


24.               
Entire Agreement. The Award Terms 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.


 


Acceptance of Award


 


25.               
In accordance with Section 15(c) of the Plan (as in effect at the grant date), the Participant may reject the Restricted Share
Unit by notifying the Company within 30 days of the grant date that he or she does not accept the Restricted Share Unit. The Participant's
acceptance of the Restricted Share Unit constitutes the Participant's acceptance of and agreement with the Award Terms. Notwithstanding
the foregoing, if required by the Company, the Participant will provide a signed copy of the Award Terms in such manner and within
such timeframe as may be requested by the Company. The Company has no obligation to issue Shares to the Participant if the Participant
does not accept the Restricted Share Unit.