EX-10.2



 EXHIBIT 10.2 

Constellium Employees Performance Award (EPA) Plan 

 
 CONSTELLIUM 

Employee Performance 
 Award (EPA) Plan 

Plan Description 
 All Constellium Employees 

JG 28 and above 
 March 2013 








  Constellium Employees Performance Award (EPA) Plan 

 
  

 General 
  

					
	 Introduction to

Constellium

Employees

Performance Award

(EPA) Plan
	  	 The Employee Performance Award (EPA) plan is an annual Constellium bonus scheme which will be linked to the achievement of
defined (i) Financial Performance, (ii) Safety performance (EHS) and (iii) Individual Objectives. It is designed to provide a performance-related reward to employees who contribute substantially to the success of Constellium

 
 The EPA plan comprises three elements:

			
		  	 Financial Objectives :
	  	70% weight
		  	 Safety Objective :
	  	10%
		  	 Two Individual Objectives :
	  	20%
		
		  	 The quarterly Financial Objectives and the yearly Safety Objective are defined and approved by the Remuneration Committee of
the Board (RemCom) at the beginning of each performance period.
  
 The two yearly
Individual Objectives are set and evaluated by the supervisor as part of the Individual Performance Career and Management (IPCM) process.



  
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  Constellium Employees Performance Award (EPA) Plan 

 
  

 Description of the Plan 
  

			
	 Participation
	  	The EPA plan is designed for Constellium employees in positions of grade 28 and above.
		
	 Period of

Participation
	  	 Employees who join the EPA scheme in the course of the year are entitled to an award pro-rated for the numbers of months of
participation.
  
 If an employee resigns or is terminated for cause, no EPA related to
the relevant performance period will be paid.
  
 If an employee is terminated without
cause, he is entitled to the performance award taking into account the time worked during the performance period and a fair evaluation of the two Objectives. Periods of garden leave do not create an entitlement to an EPA award.

		
	 Control
	  	The Remuneration Committee of the board has full and exclusive power to interpret the EPA plan rules and to make, amend, and rescind rules and regulations for its administration. This Remuneration Committee has the authority to
approve resulting pay outs of the EPA plan. The EPA bonus pay outs, even if they are of regular nature, do not create any type of acquainted right on behalf of the employee.
		
	 Performance Period
	  	 The financial metrics are set and measured on a quarterly basis, the yearly ones on a yearly basis, i.e. from January 1st till December 31st.
  

The objective is to pay the award prior to March 15 (for U.S.) and April 1 (for all other countries) of the calendar year following the end of the performance
period.

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


  
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  Constellium Employees Performance Award (EPA) Plan 

 
  

 Performance Award Components 
  


			
	 Financial

Performance

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

•   Free or Operational Cash Flow

 
 •   The Management EBITDA

 
 The Financial Performance Award accounts for 70% of the total target award being 35% for
each component.
  
 At the end of each quarter, an evaluation of the financial objectives
is made. In case one or both thresholds have been passed, the employee vests the right on the resulting pay out at the end of the year when he/she is still employed at that moment of time.

 
 Each quarter is evaluated on it’s own merits. No carry over of overdelivered results
or catch up in the quarter(s) following a substandard performance is allowed.
  
 Appendix
1: Definitions of the components.

		
	 Parental Concept
	  	 In order to promote synergies throughout the company, the EPA plan is designed to encourage individual plants, business units and
corporate to work closely together to achieve common strategic, operating and financial goals. Therefore, the Financial Performance Award element of the EPA is defined—depending on the level of the employee—on one or more financial results
of Constellium Corporate, the BU and the site, operating unit or product/market unit.
  

The EPA grid in appendix 2 defines the relative weight for each level in the organization. If relevant, the 35% weight for local results in EAS will be split
between the site (20%) and the operating unit (15%).
  
 The functions (finance, HR, IT,
purchasing) or “shared services” (maintenance, EHS,...) , which operate on a site where multiple BU’s are represented, are rewarded, based on the results of the leading BU, i.e. SSH for Singen and GATI for Sierre.

 
 The functions which are dedicated to one BU are rewarded fifty – fifty on Constellium
and the BU.
  
 Appendix 2 : 2012 Parental grid.

		
	 EHS Objective
	  	The yearly EHS objective for Constellium and the different entities is established at the beginning of each performance period. The objective on corporate level is defined in Recordable Case Rate and number of Serious Injuries.
For the Business Units and sites only the Recordable Case Rate is taken into account. There will be no payout for the EHS objective in case of a fatality or type I (major) environmental event.
		
	 Individual/Team

Award (ITA)
	  	Individual/Team objectives are established yearly by the supervisor according to the IPCM (Individual Performance Career and Management) process. The performance rating on the two main objectives is used to calculate the
EPA rating. The employee agrees with his/her supervisor which of the objectives will be used for the bonus calculation and indicates them as such in the IPCM system by adding “EPA relevant” to the objective description.


  
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  Constellium Employees Performance Award (EPA) Plan 

 
  

 Payout Mechanism 
  

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

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

The maximum FCF/EBITDA performance levels result in a payout of 150% of the bonus entitlement. These performance levels are set as such that they result in a
profit share of 12.5% of the overdelivered EBITDA. . The payout between the target performance level and the maximum performance level is defined linearly. In case the sum of all payouts can never exceed the ceiling of 12.5% profit share. If the
total of all payouts would exceed this cap, all bonus results will be reduced proportionally to respect the defined ceiling.
  

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

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

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

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

 Illustrative Award Calculation 

The Total Award is the sum of the quarterly FCF / EBITDA ratings (70%), the EHS rating (10%) and the Individual Objectives evaluation (20%) as
follows: 
  

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


  
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  Constellium Employees Performance Award (EPA) Plan 

 
  

 Appendix 1 2013 EPA—FINANCIAL DEFINITIONS 

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

 

			
	 EBITDA
	  	 •Quarterly EBITDA targets based on 2013 budget at budget FX rates

 
 •Excluding the effect of the Moving Average
cost of metal and the internal EPSAG & FX/LME Hedging fees
  

•Excluding below the line items, validated by Corporate Finance

		
	 Operational Cash flow
	  	 •Quarterly Targets for BU’s and Operating or Market Units

 
 •Defined as :

Adjusted EBITDA including moving average
  

+/- Change in non-cash items
  

+/- Change in TWC
  

minus CapEx
  

•Excludes any partnership dividends for Forging and EPSAG Fees & FX/LME hedging fees

		
	 Free Cash flow
	  	 •Quarterly Targets for Constellium Group

 
 •Defined as :

 
 Operational Cash Flow

 
 +/- Other Non-Trade Cash from Operations

 
 minus Taxes

 
 minus Financing Costs

 
 minus Restructuring Costs

 
 minus Disposal, Separation or Other Costs

 
 plus Capex reimbursements

		
	 Change in Trade
  

Working Capital
	  	 •Change in trade receivables, payables and inventory

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



  
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  Constellium Employees Performance Award (EPA) Plan 

 
  

 Appendix 2—Parental concept for the Financial award 

 

													
	2013 EPA PARENTAL GRID	 
		
	 EPA Participants :
	  	Financial Performance Award	 
	  	Constellium
FCF/EBITDA	 	 	BU OFCF/EBITDA	 	 	PU / MU / Sites
OFCF / EBITDA	 
	 Executive Committee / Constellium Group team members
	  	 	70	% 	 				 			
				
	 Bus Operational team members

(BU Sales, Technical assistance, Business dvlpt, Project, Technology...)

Bus Functional team members allocated to one BU
	  	 	35	% 	 	 	35	% 	 			
				
	 OU / MU / Sites Operational and functional positions
	  	 	15	% 	 	 	20	% 	 	 	35	% 


  
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  Constellium Employees Performance Award (EPA) Plan 

 
  

 Appendix 3—EPA 2013 Financial targets 

 

																																																			
	€ ‘000	 	Q1 	 	 	Q2 	 	 	Q3 	 	 	Q4 	 
	 	  	 	 	EBITDA	 	 	OpCF	 	 	FCF	 	 	EBITDA	 	 	OpCF	 	 	FCF	 	 	EBITDA	 	 	OpCF	 	 	FCF	 	 	EBITDA	 	 	OpCF	 	 	FCF	 
	 Constellium Group
	 	 	71,992	  	 				 	 	-110,946	  	 	 	83,280	  	 				 	 	-956	  	 	 	77,442	  	 				 	 	66,116	  	 	 	69,227	  	 				 	 	131,177	  
														
	 GATI
	  	Business Unit	 	 	36,034	  	 	 	-34,427	  	 				 	 	39,664	  	 	 	22,164	  	 				 	 	37,923	  	 	 	43,641	  	 				 	 	36,951	  	 	 	78,334	  	 			
		  	Issoire	 	 	24,706	  	 	 	-5,719	  	 				 	 	23,776	  	 	 	16,525	  	 				 	 	19,776	  	 	 	15,945	  	 				 	 	21,900	  	 	 	40,471	  	 			
		  	Ravenswood	 	 	5,260	  	 	 	-7,496	  	 				 	 	11,369	  	 	 	9,472	  	 				 	 	13,813	  	 	 	16,567	  	 				 	 	9,755	  	 	 	24,295	  	 			
		  	Sierre-plates	 	 	2,469	  	 	 	-9,221	  	 				 	 	2,209	  	 	 	-1,591	  	 				 	 	4,439	  	 	 	1,917	  	 				 	 	2,793	  	 	 	11,240	  	 			
		  	EPC	 	 	2,168	  	 	 	-2,970	  	 				 	 	2,113	  	 	 	533	  	 				 	 	1,246	  	 	 	4,483	  	 				 	 	2,399	  	 	 	1,712	  	 			
		  	Asia	 	 	80	  	 	 	1,228	  	 				 	 	198	  	 	 	-1,375	  	 				 	 	150	  	 	 	229	  	 				 	 	104	  	 	 	415	  	 			
		  	BU Adj	 	 	1,350	  	 	 	-10,250	  	 				 				 	 	-1,400	  	 				 	 	-1,500	  	 	 	4,500	  	 				 				 	 	200	  	 			
														
	 EAS
	  	Business unit	 	 	13,617	  	 	 	-37,142	  	 				 	 	16,687	  	 	 	10,021	  	 				 	 	12,606	  	 	 	14,921	  	 				 	 	13,881	  	 	 	37,841	  	 			
		  	SAF	 	 	2,643	  	 	 	-9,007	  	 				 	 	1,788	  	 	 	531	  	 				 	 	802	  	 	 	2,913	  	 				 	 	1,796	  	 	 	9,842	  	 			
		  	SACE	 	 	595	  	 	 	-6,732	  	 				 	 	2,044	  	 	 	3,842	  	 				 	 	1,632	  	 	 	-872	  	 				 	 	-41	  	 	 	5,812	  	 			
		  	LP	 	 	2,306	  	 	 	-11,506	  	 				 	 	2,709	  	 	 	3,023	  	 				 	 	3,338	  	 	 	355	  	 				 	 	2,575	  	 	 	13,954	  	 			
		  	LES	 	 	8,275	  	 	 	-15,367	  	 				 	 	9,793	  	 	 	4,452	  	 				 	 	7,882	  	 	 	10,110	  	 				 	 	7,372	  	 	 	22,878	  	 			
		  	AS	 	 	4,909	  	 	 	-8,731	  	 				 	 	5,166	  	 	 	-3,698	  	 				 	 	4,295	  	 	 	3,774	  	 				 	 	6,258	  	 	 	11,465	  	 			
		  	BU Adj	 	 	-2,805	  	 	 	2,695	  	 				 	 	-2,105	  	 	 	4,895	  	 				 	 	-2,005	  	 	 	-1,005	  	 				 	 	-1,505	  	 	 	-12,155	  	 			
														
	 SSh
	  	Business unit	 	 	26,412	  	 	 	3,066	  	 				 	 	30,203	  	 	 	9,844	  	 				 	 	29,279	  	 	 	44,569	  	 				 	 	20,473	  	 	 	35,337	  	 			
		  	Neuf Brisach	 	 	17,026	  	 	 	1,521	  	 				 	 	21,424	  	 	 	3,120	  	 				 	 	21,671	  	 	 	34,521	  	 				 	 	14,036	  	 	 	32,075	  	 			
		  	Singen-Rolled	 	 	8,177	  	 	 	3,063	  	 				 	 	8,469	  	 	 	9,118	  	 				 	 	8,199	  	 	 	8,266	  	 				 	 	6,127	  	 	 	4,061	  	 			
		  	Singen Infrastructures	 	 	309	  	 	 	-2,418	  	 				 	 	309	  	 	 	-2,394	  	 				 	 	309	  	 	 	2,681	  	 				 	 	309	  	 	 	-799	  	 			
		  	Bu Adj	 	 	900	  	 	 	900	  	 				 				 				 				 	 	-900	  	 	 	-900	  	 				 	 	0	  	 	 	0	  	 			
														
	 Other
	  	Business unit	 	 	-4,071	  	 				 				 	 	-3,274	  	 				 				 	 	-2,366	  	 				 				 	 	-2,077	  	 				 			


  
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  Constellium Employees Performance Award (EPA) Plan 

 
  

 Confirmation and Acceptance: 

I understand and I confirm my acceptance of the terms and conditions of the EPA plan 2013. 

Name
                                         
                                    

Date
                                         
                                        

Place
                                         
                                        

Signature
                                         
                                    

  
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