Exhibit 10.11


 





Form of


 


ARCONIC
CORPORATION

EXECUTIVE SEVERANCE PLAN


 


The Company hereby
adopts, effective as of [ ], 2020 (the “Effective Date”), the Arconic Corporation Executive Severance Plan (this
 “Plan”). All capitalized terms used and not otherwise defined herein are defined in Section 1 hereof.


 


Section
1.         DEFINITIONS.
As hereinafter used:


 


1.1          
“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act.


 


1.2          “Applicable
Period” shall mean (a) in the case of a Tier I Employee or a Tier II Employee, the twenty-four (24)-month period
immediately following such Tier I or Tier II Employee’s Severance Date, and (b) in the case of a Tier III Employee, the
twelve (12)-month period immediately following such Tier III Employee’s Severance Date.


 


1.3          
“Board” means the Board of Directors of the Company.


 


1.4         
“Cause” means: (a) the willful and continued failure by the Eligible Employee to substantially perform
the Eligible Employee’s duties with the Employer that has not been cured within thirty (30) days after a written demand for
substantial performance is delivered to the Eligible Employee by the Board, which demand specifically identifies the manner in
which the Board believes that the Eligible Employee has not substantially performed the Eligible Employee’s duties, or (b)
the willful engaging by the Eligible Employee in conduct that is demonstrably and materially injurious to the Company, monetarily
or otherwise.


 


1.5          
“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.


 


1.6          
“Committee” means the Compensation and Benefits Committee of the Board.


 


1.7          
“Company” means Arconic Corporation or any successors thereto.


 


1.8          
“DB Pension Plan” means any tax-qualified, supplemental or excess defined benefit pension plan maintained
by the Company or any of its Affiliates and any other defined benefit plan or agreement entered into between the Eligible Employee
and the Company or any of its Affiliates which is designed to provide the Eligible Employee with supplemental defined benefit retirement
benefits.


 


1.9         
“DC Pension Plan” means any tax-qualified, supplemental or excess defined contribution plan maintained
by the Company or any of its Affiliates and any other defined contribution plan or agreement entered into between the Eligible
Employee and the Company or any of its Affiliates which is designed to provide the Eligible Employee with supplemental defined
contribution retirement benefits.


 






     


     


    

 


1.10        
“Delayed Payment Date” shall have the meaning set forth in Section 2.1(e).


 


1.11       
“Eligible Employee” means any Tier I, Tier II or Tier III Employee; provided that, any Tier I,
Tier II or Tier III Employee who is party to an individual agreement with the Company or any of its Affiliates that provides for
severance benefits upon an involuntary termination shall not be considered an “Eligible Employee” while such agreement
is in effect. An Eligible Employee becomes a “Severed Employee” once he or she incurs a Severance Event.


 


1.12        
“Employer” means the Company or any of its Subsidiaries that employs the applicable Eligible Employee.


 


1.13        
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


1.14        
“Notice of Termination” shall have the meaning set forth in Section 3.5.


 


1.15        
“Plan” shall have the meaning given in the preamble hereto.


 


1.16        
“Release Date” shall have the meaning set forth in Section 2.1.


 


1.17         
A “Separation from Service” means a “separation from service” within the meaning of Section
409A of the Code and Treasury Regulation Section 1.409A-1(h).


 


1.18       
“Severance Event” means an Eligible Employee’s Separation from Service by the Employer other than
for Cause. An Eligible Employee will not be considered to have incurred a Severance Event if his or her employment is discontinued
by reason of the Eligible Employee’s death or a physical or mental condition causing such Eligible Employee’s inability
to substantially perform his or her duties with the Employer, including, without limitation, such condition entitling him or her
to benefits under any sick pay or disability income policy or program of the Company or any of its Affiliates.


 


1.19        
“Severance Date” means the date on which an Eligible Employee’s Severance Event takes place.


 


1.20        
“Severance Pay” shall have the meaning set forth in Section 2.1(a).


 


1.21        
“Severed Employee” shall have the meaning set forth in Section 1.11.


 


1.22        
“Subsidiary” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act.


 


1.23        
“Tier I Employee” means each employee of the Company or any Subsidiary thereof who is designated by the
Committee as eligible to participate in this Plan as a Tier I Employee.


 


1.24        
“Tier II Employee” means (a) employee of the Company or a Subsidiary thereof who participated in the
Arconic Inc. Executive Severance Plan as a Tier II Employee as of immediately prior to the Effective Date and who has not waived
in writing the right to participate in this Plan, and (b) each other employee of the Company or any Subsidiary thereof who is designated
by the Committee as eligible to participate in this Plan as a Tier II Employee.


 






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1.25        
“Tier III Employee” means (a) each employee of the Company or a Subsidiary thereof who participated in
the Arconic Inc. Severance Plan as a Tier III Employee as of immediately prior to the Effective Date and who has not waived in
writing the right to participate in this Plan, and (b) each other employee of the Company or any Subsidiary thereof who is designated
by the Committee as eligible to participate in this Plan as a Tier III Employee.


 


Section
2.        BENEFITS.


 


2.1         
Severance Payments and Benefits. Each Severed Employee shall be entitled, subject to Section 2.2, and subject to
the Severed Employee executing a general release of claims in favor of the Company and its Affiliates in a form satisfactory to
the Company and such release becoming effective and irrevocable no later than the date that is sixty (60) days following the Severance
Date (the “Release Date”), to receive the following payments and benefits from the Company. If the Severed Employee
does not satisfy such release requirement, then the Severed Employee shall not be entitled to receive the payments described in
Sections 2.1(a), (c) and (d) and the Company shall have no obligation to provide the benefits described in Section 2.1(b) after
the end of the month in which the Release Date occurs.


 


(a)              
Severance Pay. A lump sum cash amount (the “Severance Pay”) equal to (i) in the case of a Tier
I Employee, two times the sum of the Severed Employee’s (A) annual base salary as of the Severance Date, and (B) target annual
cash incentive compensation with respect to the fiscal year of the Company in which the Severance Date occurs, (ii) in the case
of a Tier II Employee, one times the sum of the Severed Employee’s (A) annual base salary as of the Severance Date, and (B)
target annual cash incentive compensation with respect to the fiscal year of the Company in which the Severance Date occurs, and
(iii) in the case of a Tier III Employee, the Severed Employee’s annual base salary as of the Severance Date; provided
that, if the amount of the cash severance pay for such Severed Employee calculated under the Arconic Corp. Involuntary Separation
Pay Plan, as in effect from time to time, or any successor plan, is greater than the amount calculated in accordance with this
Section 2.1(a), then such Severed Employee’s Severance Pay shall equal such greater amount.


 


(b)             
Benefits. During the Applicable Period, the Company shall arrange to provide the Severed Employee and anyone entitled
to claim through the Severed Employee life, accident and health (including medical, behavioral, prescription drug, dental and vision)
benefits substantially similar to those provided to the Severed Employee and anyone entitled to claim through the Severed Employee
immediately prior to the Severed Employee’s Severance Date or, if more favorable to the Severed Employee, those provided
to the Severed Employee and those entitled to claim through the Severed Employee immediately prior to the first occurrence of an
event or circumstance constituting Good Reason, at no greater after-tax cost to the Severed Employee than the after-tax cost to
the Severed Employee immediately prior to such Severance Date or occurrence.


 






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(c)              
Defined Contribution Pension Plans. For a Severed Employee who is eligible to receive the Employer Retirement Income
Contributions (ERIC) under any DC Pension Plan, in addition to the retirement benefits to which the Severed Employee is entitled
under each DC Pension Plan or any successor plan thereto, the Company shall pay the Severed Employee a lump sum cash amount equal
to the product of (i) the ERIC contribution percentage in effect for the Severed Employee on the Severance Date, multiplied by
(ii) the Severed Employee’s annual base salary plus target annual cash incentive compensation as determined in Section 2.1(a)),
multiplied by (iii) the number of years during the Applicable Period.


 


(d)             
Defined Benefit Pension Plans. For a Severed Employee who participates in any DB Pension Plan, in addition to the
retirement benefits to which the Severed Employee is entitled under each DB Pension Plan, the Company shall pay the Severed Employee
a lump sum cash amount equal to the excess of (i) the actuarial equivalent of the aggregate retirement pension (taking into account
any early retirement subsidies associated therewith and determined in accordance with the normal form of payment under each DB
Pension Plan, commencing at the date on or after the last day of the Applicable Period as of which the actuarial equivalent of
such form of payment is greatest) which the Severed Employee would have accrued and vested in under the terms of all DB Pension
Plans determined for all purposes of determining pension benefits and eligibility for such benefits, including all applicable retirement
subsidies, as if the Severed Employee had accumulated (after the Severed Employee’s Severance Date) the number of additional
months of age and service credit thereunder that the Severed Employee would have accumulated had the Severed Employee remained
employed by the Company during the Applicable Period, over (ii) the actuarial equivalent of the aggregate retirement pension (taking
into account any early retirement subsidies associated therewith and determined in accordance with the normal form of payment under
each DB Pension Plan, commencing at the date on or after the Severed Employee’s Severance Date as of which the actuarial
equivalent of such form of payment is greatest) that the Severed Employee had accrued and vested in pursuant to the provisions
of the DB Pension Plans as of the Severed Employee’s Severance Date.


 


For purposes of this Section 2.1(d), “actuarial
equivalent” shall be determined based upon the Severed Employee’s age as of the Severed Employee’s Severance
Date using the same assumptions utilized under the Arconic Corp. Pension Plan A, Section 8.3(d)(ii) or the successor to such provision
(without regard to applicable dollar limitations ($5,000 as of January 1, 2020)) immediately prior to the Severed Employee’s
Severance Date.


 


(e)              
The amounts described in Sections 2.1(a), (c) and (d) shall be paid to the Eligible Employee in a cash lump sum on the Release
Date; provided that, if the Severed Employee is, as of the Severance Date, a “specified employee” within the
meaning of Section 409A of the Code as determined in accordance with the methodology duly adopted by the Company as in effect on
the Severance Date, then, to the extent necessary to avoid the imposition of the excise tax under Section 409A of the Code, such
lump sum amounts shall instead be paid on the first business day that is at least six (6) months after the Severance Date (or if
sooner, upon the death of the Severed Employee) (the “Delayed Payment Date”), with interest at the applicable
federal rate provided for in Section 7872(f)(2)(A) of the Code, from the first business day after the Severance Date through the
Delayed Payment Date.


 






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2.2          
Withholding. The Company shall be entitled to withhold from amounts to be paid to any Eligible Employee hereunder
any federal, state or local withholding or other taxes or charges (or foreign equivalents of such taxes or charges) which it is
from time to time required to withhold under applicable law or regulation.


 


2.3          
Status of Plan Payments. No payments or benefits pursuant to this Plan shall constitute “compensation”
(or similar term) under any employee benefit plan sponsored or maintained by the Company or any of its Affiliates, including any
DB Pension Plan or DC Pension Plan.


 


2.4         
Mitigation; Setoff. A Severed Employee is not required to seek other employment or attempt in any way to reduce any
amounts payable to the Severed Employee under the Plan. Further, no payment or benefit provided for in this Plan shall be reduced
by any compensation earned by the Severed Employee as a result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Severed Employee to the Company or its Affiliates, or otherwise.


 


Section
3.         PLAN ADMINISTRATION;
CLAIMS PROCEDURES.


 


3.1          
The Committee shall administer the Plan and:


 


(a)              
the Committee may interpret and construe the terms of the Plan, prescribe, amend and rescind rules and regulations under
the Plan and make all other determinations necessary or advisable for the administration of the Plan, subject to all of the provisions
of the Plan;


 


(b)              
any determination by the Committee shall be final and binding with respect to the subject matter thereof on all Eligible
Employees and all other persons;


 


(c)              
the Committee may delegate any of its duties hereunder to such person or persons from time to time as it may designate.


 


3.2         
The Committee is empowered, on behalf of the Company, to engage accountants, legal counsel and such other personnel as it
deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged
by the Committee shall be limited to the specified services and duties for which they are engaged, and such persons shall have
no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or discretionary
control respecting the management of the Plan. All reasonable expenses thereof shall be borne by the Company.


 


3.3         
Claims Procedure.


 


(a)              
In the event of a claim by an Eligible Employee, such Eligible Employee shall present the reason for his or her claim in
writing to the Committee. The Committee shall, within ninety (90) days after receipt of such written claim (unless special circumstances
require an extension of up to ninety (90) days, in which case written notice of the extension shall be furnished to the Eligible
Employee prior to the end of the initial ninety (90)-day period, indicating the special circumstances requiring an extension and
the date by which the Committee expects to render its decision), send a written notification to the Eligible Employee as to its
disposition. In the event the claim is wholly or partially denied, such written notification shall (i) state the specific reason
or reasons for the denial, (ii) make specific reference to the relevant Plan provisions on which the denial is based, (iii) provide
a description of any additional material or information necessary for the Eligible Employee to perfect the claim and an explanation
of why such material or information is necessary, and (iv) describe the Plan’s review procedures and the time limits applicable
to such procedures, including the Eligible Employee’s right to bring a civil action under Section 502(a) of ERISA following
a full or partial denial of the claim on review.


 






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(b)              
In the event that an Eligible Employee wishes to appeal the denial of his or her claim he or she may request a review of
such denial by making application in writing to the Committee within sixty (60) days after receipt of such denial. An Eligible
Employee (or his or her duly authorized legal representative) shall be provided, upon written request to the Committee and free
of charge, reasonable access to, and copies of, all documents, records or other information in the Company’s possession relevant
to his or her claim and may submit comments, documents, records and other information relating to the claim, which shall be taken
into account by the Committee in reviewing its denial of the Eligible Employee’s claim, without regard to whether such information
was submitted or considered in the initial claim.


 


(c)              
Within sixty (60) days after receipt of a written appeal (unless special circumstances require an extension of up to sixty
(60) days, in which case written notice of the extension shall be furnished to the Eligible Employee prior to the end of the initial
sixty (60)-day period, indicating the special circumstances requiring an extension and the date by which the Committee expects
to render its decision on review), the Committee shall notify the Eligible Employee of the final decision in writing. In the event
the claim is wholly or partially denied on review, such written notification shall (i) state the specific reason or reasons for
the denial, (ii) make specific reference to the relevant Plan provisions on which the denial is based, (iii) a statement of the
Eligible Employee’s entitlement, upon written request to the Committee and free of charge, reasonable access to, and copies
of, all documents, records or other information in the Company’s possession relevant to his or her claim, and (iv) describe
the Eligible Employee’s right to bring a civil action under Section 502(a) of ERISA.


 


(d)               
Notwithstanding the foregoing, upon the mutual agreement of the Eligible Employee and the Committee, any claim, dispute
or controversy that has been submitted by the Eligible Employee in writing to the Committee may be submitted directly to arbitration
in accordance with Section 3.4.


 


3.4          
Any claim, dispute or controversy arising under or in connection with the Plan, and which is not resolved in accordance
with Section 3.3, shall be settled exclusively by arbitration in Wilmington, Delaware. All claims, disputes and controversies shall
be submitted to the CPR Institute for Dispute Resolution (“CPR”) in accordance with the CPR’s rules then
in effect. The claim, dispute or controversy shall be heard and decided by three (3) arbitrators selected from CPR’s employment
panel. The arbitrators’ decision shall be final and binding on all parties. Judgment may be entered on the arbitrators’
award in any court having jurisdiction.


 






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3.5          
Any purported termination of an Eligible Employee’s employment shall be communicated by written Notice of Termination
from the Company to the Eligible Employee in accordance with Section 5.7. For purposes of this Plan, a “Notice of Termination”
shall mean a notice which shall specify the Severance Date (which shall not be more than thirty (30) days after the date such Notice
of Termination is given).


 


Section
4.        PLAN MODIFICATION
OR TERMINATION.


 


The Plan may be amended
or terminated by the Board at any time; provided, however, that the Committee may make amendments to the Plan (a)
that are required by applicable law, (b) that will have minimal effect upon the Company’s cost of providing benefits under
the Plan, or (c) that do not change or alter the character and intent of the Plan. Notwithstanding the foregoing, any termination
of the Plan, or amendment that materially adversely affects any Eligible Employee, shall not be effective as to such Eligible Employee
until the first anniversary of the date that such Eligible Employee receives written notice from the Company of such termination
or amendment.


 


Section
5.       GENERAL PROVISIONS.


 


5.1         Except as otherwise provided herein or by law, no right or interest of any Eligible Employee under the Plan shall be assignable
or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution,
levy, garnishment, attachment, pledge or in any manner. No attempted assignment or transfer of any such right or interest shall
be effective, and no right or interest of any Eligible Employee under the Plan shall be liable for, or subject to, any obligation
or liability of such Eligible Employee. The Plan shall inure to the benefit of, and be binding upon, the Company and its successors
and assigns.


 


5.2        
Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor
the payment of any benefits shall be construed as giving any Eligible Employee, or any person whomsoever, the right to be retained
in the service of the Company, and all Eligible Employees shall remain subject to discharge to the same extent as if the Plan had
never been adopted.


 


5.3         If
any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.


 


5.4         If
a Severed Employee dies while any amount is still payable to such Severed Employee, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan to the executor, personal representative or administrators of
the Severed Employee’s estate.


 


5.5         The
headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall
not be employed in the construction of the Plan.


 






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5.6          
The Plan shall not be funded. No Eligible Employee shall have any right to, or interest in, any assets of the Company which
may be applied by the Company to the payment of benefits or other rights under this Plan.


 


5.7          
Any notice or other communication required or permitted pursuant to the terms hereof shall be in writing and shall be deemed
to have been duly given when personally delivered or when mailed by United States certified mail, return receipt requested, or
by overnight courier, postage prepaid, to the Company at its corporate headquarters address, to the attention of the Chief Legal
Officer of the Company, or to the Eligible Employee at the Eligible Employee’s most recent home address reflected on the
books and records of the Company.


 


5.8          
This Plan shall be construed and enforced according to the laws of the State of Delaware, without regard to its principles
of conflicts of law.


 


5.9         
Payments to a Severed Employee under this Plan shall be in lieu of any severance or similar payments that otherwise might
be payable under any plan, program, policy or agreement sponsored or maintained by the Company that provides severance benefits
to employees upon termination of employment, except that (a) the payment or acceleration of equity or equity-based awards shall
be in addition to, rather than in lieu of, any payment or benefits due under the Plan and (b) if a Severed Employee receives severance
payments under the Company’s Change in Control Severance Plan in connection with such Severed Employee’s Severance
Event, then no payments will be provided to such Severed Employee under this Plan.


 


5.10        
The obligations under this Plan are intended to comply with the requirements of Section 409A of the Code or an exemption
or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Each payment of compensation
under this Plan shall be treated as a separate payment of compensation for purposes of applying Section 409A of the Code. All payments
to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under
Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on a Severed Employee pursuant
to Section 409A of the Code. In no event may a Severed Employee, directly or indirectly, designate the calendar year of any payment
under this Plan. Notwithstanding anything to the contrary in this Plan, all reimbursements and in-kind benefits provided under
this Plan that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the
Code, including without limitation, where applicable, the requirement that (a) the amount of expenses eligible for reimbursement,
or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits
to be provided, in any other calendar year; (b) the reimbursement of any eligible fees and expenses shall be made no later than
the last day of the calendar year following the year in which the applicable fees and expenses were incurred; and (c) the right
to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


 


[Signature page follows.]


 






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IN WITNESS WHEREOF,
the undersigned has caused this Plan to be effective as of the date first set forth above.


 


	 	ARCONIC CORPORATION






 


	 	By:	 
	 	 	   Name:
	 	 	   Title:




 





[Signature Page]