UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

  

FORM 8-K

 

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

  

 Date of Report (Date of earliest event reported): April 10, 2020 (April 7, 2020)

 

 

  

ARCONIC CORPORATION 

 (Exact name of Registrant as specified in its charter)

 

 

  

Delaware

(State or Other Jurisdiction of Incorporation)

001-39162

(Commission File Number)

84-2745636

(I.R.S. Employer Identification Number)

 

201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania
(Address of Principal Executive Offices)
15212-5872
(Zip Code)

 

(412) 992-2500

(Registrant’s telephone number, including area code)

 
(Former Name or Former Address, if Changed Since Last Report)

 

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share ARNC New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On April 10, 2020, Arconic Corporation (the “Company”) and Howmet Aerospace Inc. (“Howmet Aerospace”) entered into the first amendment to the Employee Matters Agreement between the Company and Howmet Aerospace, dated March 31, 2020 (the “Employee Matters Agreement”), which amendment modified the equity compensation adjustment provisions that are applicable to the Arconic Inc. restricted stock unit awards and performance-based restricted stock unit awards in connection with the separation of the Company and Howmet Aerospace into two independent, publicly-traded companies (the “Separation”) under the terms of the Employee Matters Agreement. Such modification provides that the post-Separation stock price used in the applicable adjustment ratio for restricted stock unit awards and performance-based restricted stock unit awards for each of Howmet Aerospace common stock and Company common stock shall be the greater of (i) the closing price on the date of the Separation and (ii) the simple average of the volume-weighted average trading price on each of the five consecutive trading days commencing on the date of the Separation.

 

The description set forth above is qualified in its entirety by the full text of the first amendment to the Employee Matters Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 8, 2020, in response to the impact of the COVID-19 pandemic on the Company, the economy and the global community, the Company entered into letter agreements with each of Timothy D. Myers, its President and Chief Executive Officer, Erick Asmussen, its Executive Vice President & Chief Financial Officer, and Diana Toman, its Executive Vice President, Chief Legal Officer & Secretary. The letter agreements provide for a reduction in base salary of 30% for Mr. Myers and 20% for Mr. Asmussen and Ms. Toman, during the period commencing on April 16, 2020 and concluding on December 31, 2020 (or such earlier date as the Company determines to restore the applicable officer’s salary). The Company also reduced the base salaries of the Company’s three other executive officers who are not party to letter agreements by 20%, pursuant to the same terms as described in the preceding sentence. For purposes of provisions of employee benefit plans utilizing base salary, the applicable officer’s base salary without regard to the temporary reduction will continue to apply.

 

The descriptions set forth above are qualified in their entirety by the full text of the letter agreements, which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.

 

Item 8.01 Other Events.

 

On April 7, 2020, in further response to the impact of the COVID-19 pandemic on the Company, the economy and the global community, the Board of Directors of the Company (the “Board”) approved a modification to the application of the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”) to provide for a 30% reduction in the annual cash retainers payable to the Company’s non-employee directors during the period commencing on April 1, 2020 and concluding on December 31, 2020 (or such earlier date as the Board determines to restore the annual cash retainers payable to the Company’s non-employee directors to the levels specified in the Director Compensation Policy). The Board also delayed the grant date of the non-employee director equity awards that would otherwise be granted shortly following the Separation under the terms of the Director Compensation Policy until the date that the Company grants 2020 annual equity awards to Company employees.

 

The terms and conditions of the restricted share units for annual director awards and the terms and conditions for deferred fee restricted share units for director awards are attached hereto as Exhibits 10.4 and 10.5, respectively and are incorporated herein by reference.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Exhibit
   
2.1 First Amendment to Employee Matters Agreement, dated as of April 10, 2020, by and between Howmet Aerospace Inc. and Arconic Corporation
   
10.1 Letter Agreement, dated as of April 8, 2020, by and between Arconic Corporation and Timothy D. Myers
   
10.2 Letter Agreement, dated as of April 8, 2020, by and between Arconic Corporation and Erick Asmussen
   
10.3 Letter Agreement, dated as of April 8, 2020, by and between Arconic Corporation and Diana Toman
   
10.4 Terms and Conditions for Restricted Share Units for Annual Director Awards, under the Arconic Corporation 2020 Stock Incentive Plan, effective April 8, 2020
   
10.5 Terms and Conditions for Deferred Fee Restricted Share Units for Director Awards under the Arconic Corporation 2020 Stock Incentive Plan, effective April 8, 2020

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ARCONIC CORPORATION  
       
  By: /s/ Diana C. Toman  
    Diana C. Toman  
    Executive Vice President, Chief Legal Officer and Secretary  
Date: April 10, 2020      

 

 

 

Exhibit 2.1

 

Execution Version

 

FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT

 

This First Amendment to the Employee Matters Agreement (this “Amendment”) is entered into as of April 9, 2020, by and between Howmet Aerospace Inc. (formerly Arconic, Inc.), (“Howmet”) and Arconic Corporation (formerly Arconic Rolled Products Corporation) (“Arconic”).

 

WHEREAS, Howmet and Arconic entered into an Employee Matters Agreement, dated as of March 31, 2020 (the “EMA”) in connection with the separation (the “Spinoff”) of Howmet and Arconic (all capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the EMA);

 

WHEREAS, Section 4.02 of the EMA provides for the adjustment of pre-Spinoff Howmet equity compensation awards into adjusted Howmet equity compensation awards and into Arconic equity compensation awards, based upon the Parent Ratio and the Spinco Ratio, respectively, which utilize the Post-Separation Parent Stock Value and the Spinco Stock Value, respectively, to measure the post-Spinoff value of a Parent Share and Spinco Share, respectively;

 

WHEREAS, the definitions of Post-Separation Parent Stock Value and Spinco Stock Value each refer to the opening per share price of the applicable stock in the first Trading Session immediately following the Effective Time; and

 

WHEREAS, the actual opening per share prices of both Parent Shares and Spinco Shares in the first Trading Session immediately following the Effective Time were anomalous, and both Howmet and Arconic have been advised by their financial advisors that such prices do not represent a reasonable measurement of fair market value.

 

NOW, THEREFORE, effective as of the Effective Time, the Agreement is hereby amended as follows:

 

1.       The following definitions are added to Section 1.01 of the EMA:

 

Non-Option Post-Separation Parent Stock Value” shall mean the greater of (x) the closing per share price of Parent Shares on the New York Stock Exchange in the first Trading Session immediately after the Effective Time and (y) the simple average of the volume-weighted average trading price of Parent Shares on the New York Stock Exchange during each of the first five Trading Sessions immediately after the Effective Time.

 

Non-Option Spinco Stock Value” shall mean the greater of (x) the closing per share price of Spinco Shares on the New York Stock Exchange in the first Trading Session immediately after the Effective Time and (y) the simple average of the volume-weighted average trading price of Spinco Shares on the New York Stock Exchange during each of the first five Trading Sessions immediately after the Effective Time.

 

Non-Option Parent Ratio” shall mean the quotient obtained by dividing the Parent Stock Value by the Non-Option Post-Separation Parent Stock Value.

 

 

 

 

 

Non-Option Spinco Ratio” shall mean the quotient obtained by dividing the Parent Stock Value by the Non-Option Spinco Stock Value.

 

2.       All references in the EMA (other than in Sections 1.01, 4.02(a) and 4.02(b) thereof) to Parent Ratio, Post-Separation Parent Stock Value, Spinco Ratio, and Spinco Stock Value are hereby amended to refer to Non-Option Parent Ratio, Non-Option Post-Separation Parent Stock Value, Non-Option Spinco Ratio, and Non-Option Spinco Stock Value, respectively.

 

3.       Except as set forth in this Amendment, the EMA shall remain in full force and effect.

 

 

 

[Signature Page Follows.]

 

  -2-  

 

 

IN WITNESS WHEREOF, the undersigned have executed this First Amendment to the Employee Matters Agreement as of the date set forth above.

 

HOWMET AEROSPACE INC.   ARCONIC CORPORATION
     
/s/ Neil E. Marchuk   /s/ Diana C. Toman
Neil E. Marchuk   Diana C. Toman

 

 

 

 

Exhibit 10.1

 

 

 

201 Isabella Street

Pittsburgh, PA 15212

 

 

April 8, 2020

 

Timothy D. Myers

c/o Arconic Corporation

201 Isabella Street

Pittsburgh, Pennsylvania 15212

 

Dear Tim:

 

This letter memorializes our recent discussions regarding our collective response to the COVID-19 pandemic and its dramatic impact on our community, our economy, and Arconic Corporation (the “Company”).

 

You have voluntarily agreed, during the Salary Reduction Period (as defined below), to reduce your rate of base salary by 30% from your rate of base salary (your “Regular Salary”) set forth in the letter agreement between Arconic Inc. and you, dated January 13, 2020 (the “Letter Agreement”). The “Salary Reduction Period” shall mean the period commencing on April 16, 2020 and concluding on December 31, 2020 (or such earlier date as the Company determines to conclude the Salary Reduction Period for other salaried employees). Notwithstanding the foregoing, for all purposes of the Company’s employee benefit plans, including, without limitation, the Company’s Executive Severance Plan and the Company’s Change in Control Severance Plan, determinations made by reference to your annual base salary shall be based on your Regular Salary, without regard to the temporary reduction contemplated hereby. In recognition of the challenges under which the economy is currently operating, the reference to September 30, 2020 in the “Relocation” paragraph of the Letter Agreement is hereby modified to refer to the later of September 30, 2020 or the 60th day following the conclusion of the Salary Reduction Period.

 

On a different note, you hereby agree that the RSUs (as defined in the Letter Agreement) will be granted under the Arconic Corporation 2020 Stock Incentive Plan at the same time that the Company makes its 2020 annual equity award grants to Company executives generally, which is anticipated to be within the first month after Legal Day 1 (as defined in the Letter Agreement).

 

Except as modified hereby, the Letter Agreement shall remain in full force and effect. The section of the Letter Agreement entitled “Governing Law; Jurisdiction” shall apply to this letter as if set forth herein, mutatis mutandis.

 

Please indicate your agreement to the foregoing by your signature below.

 

Best Regards,

 

 

By: /s/ William F. Austen
Name: William F. Austen  
Title:

Chair, Compensation and Benefits Committee

Arconic Corporation

 

  

 

Acknowledged and Agreed:   Date:  
       
/s/ Timothy D. Myers   04/08/2020  
Timothy D. Myers      

 

 

 

Exhibit 10.2

 

 

 

201 Isabella Street

Pittsburgh, PA 15212

 

 

April 8, 2020

 

Erick R. Asmussen

c/o Arconic Corporation

201 Isabella Street

Pittsburgh, Pennsylvania 15212

 

Dear Erick:

 

This letter memorializes our recent discussions regarding our collective response to the COVID-19 pandemic and its dramatic impact on our community, our economy, and Arconic Corporation (the “Company”).

 

You have voluntarily agreed, during the Salary Reduction Period (as defined below), to reduce your rate of base salary by 20% from your rate of base salary (your “Regular Salary”) set forth in the letter agreement between Arconic Inc. and you, dated January 29, 2020 (the “Letter Agreement”). The “Salary Reduction Period” shall mean the period commencing on April 16, 2020 and concluding on December 31, 2020 (or such earlier date as the Company determines to conclude the Salary Reduction Period for other salaried employees). Notwithstanding the foregoing, for all purposes of the Company’s employee benefit plans, including, without limitation, the Company’s Executive Severance Plan and the Company’s Change in Control Severance Plan, determinations made by reference to your annual base salary shall be based on your Regular Salary, without regard to the temporary reduction contemplated hereby. In recognition of the challenges under which the economy is currently operating, the reference to September 30, 2020 in the “Relocation” paragraph of the Letter Agreement is hereby modified to refer to the later of September 30, 2020 or the 60th day following the conclusion of the Salary Reduction Period.

 

Except as modified hereby, the Letter Agreement shall remain in full force and effect. The section of the Letter Agreement entitled “Governing Law; Jurisdiction” shall apply to this letter as if set forth herein, mutatis mutandis.

 

Please indicate your agreement to the foregoing by your signature below.

 

Best Regards,

 

 

By: /s/ William F. Austen
Name: William F. Austen  
Title:

Chair, Compensation and Benefits Committee

Arconic Corporation

 

  

Acknowledged and Agreed:   Date:  
       
/s/ Erick R. Asmussen    04/08/2020  
Erick R. Asmussen      

 

 

 

Exhibit 10.3

 

 

 

201 Isabella Street

Pittsburgh, PA 15212

 

  

April 8, 2020

 

Diana C. Toman

c/o Arconic Corporation

201 Isabella Street

Pittsburgh, Pennsylvania 15212

 

Dear Diana:

 

This letter memorializes our recent discussions regarding our collective response to the COVID-19 pandemic and its dramatic impact on our community, our economy, and Arconic Corporation (the “Company”).

 

You have voluntarily agreed, during the Salary Reduction Period (as defined below), to reduce your rate of base salary by 20% from your rate of base salary (your “Regular Salary”) set forth in the letter agreement between Arconic Inc. and you, dated January 28, 2020 (the “Letter Agreement”). The “Salary Reduction Period” shall mean the period commencing on April 16, 2020 and concluding on December 31, 2020 (or such earlier date as the Company determines to conclude the Salary Reduction Period for other salaried employees). Notwithstanding the foregoing, for all purposes of the Company’s employee benefit plans, including, without limitation, the Company’s Executive Severance Plan and the Company’s Change in Control Severance Plan, determinations made by reference to your annual base salary shall be based on your Regular Salary, without regard to the temporary reduction contemplated hereby. In recognition of the challenges under which the economy is currently operating, the reference to September 30, 2020 in the “Relocation” paragraph of the Letter Agreement is hereby modified to refer to the later of September 30, 2020 or the 60th day following the conclusion of the Salary Reduction Period.

 

Except as modified hereby, the Letter Agreement shall remain in full force and effect. The section of the Letter Agreement entitled “Governing Law; Jurisdiction” shall apply to this letter as if set forth herein, mutatis mutandis.

 

Please indicate your agreement to the foregoing by your signature below.

 

Best Regards,

 

 

By: /s/ William F. Austen
Name: William F. Austen  
Title:

Chair, Compensation and Benefits Committee

Arconic Corporation

 

 

Acknowledged and Agreed:   Date:  
       
/s/ Diana C. Toman 04/08/2020  
Diana C. Toman      

 

 

 

 

Exhibit 10.4

 

ARCONIC CORPORATION

TERMS AND CONDITIONS FOR RESTRICTED SHARE UNITS

ANNUAL DIRECTOR AWARDS

Effective April 8, 2020

 

These terms and conditions (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 as an annual equity award to a Director 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 as the Participant's annual equity award pursuant to the Company's Non-Employee Director Compensation Policy (the "Director Compensation Policy"). The number of Shares subject to this Award has been determined by dividing the dollar value of the annual equity award provided for under the Director Compensation Policy by the fair market value of a Share on the grant date, rounded to the nearest number of whole Shares. 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 upon vesting in accordance with paragraphs 2 and 4 below. 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 5 below.

 

Vesting and Payment

 

2.                   A Restricted Share Unit vests on the first anniversary date of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date.

 

3.                   Except as provided in paragraph 4, if a Participant's service with the Company is terminated before the Restricted Share Unit vests, a pro-rata portion of the Award will become vested, and the remainder of the Award will be forfeited and automatically canceled. The pro-rata portion of the Award that will become vested will be that number of Restricted Share Units (rounded down to the nearest whole number) calculated based on the ratio of (x) the number of days of service provided by the Participant during the period of service to which the applicable annual equity award relates to (y) 365 days. For avoidance of doubt, the period of service to which an annual equity award relates commences on the later of the Company’s annual meeting of shareholders for the applicable year and the date of the Participant’s commencement of service as a Director during such applicable year, and ends on the date of the Company’s next subsequent annual meeting of shareholders following the grant date for the annual equity award.

 

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4.                   The following are exceptions to the vesting rules:

 

    Death: a Restricted Share Unit held by a Participant who dies while a Director is not forfeited but becomes fully vested as of the date of the Participant's death.
    Change in Control: to the extent that (i) a Replacement Award is not provided to the Participant following a Change in Control; or (ii) the Participant’s service is not continued by the successor or survivor corporation in connection with or following such Change in Control, the Restricted Share Unit will become fully vested immediately prior to the consummation of the Change in Control subject to the Participant’s continued service through the date of such Change in Control.

5.                   Payment. A Participant will receive one Share upon payment of each vested Restricted Share Unit. Payment of vested Restricted Share Units is governed by the Company’s Deferred Fee Plan for Directors (the "Deferred Fee Plan"). Except as otherwise set forth in the Deferred Fee Plan, payment of vested 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 vested 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 vested Restricted Share Unit will be paid in a single lump sum.

 

Taxes

 

6.                   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

 

7.                   If permitted by the Company, the Participant will be entitled to designate one or more beneficiaries to receive all Restricted Share Units that have not yet vested or that have vested but have not been paid 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. 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.

 

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8.                   A Participant will be entitled to designate any number of beneficiaries on the form, and the beneficiaries may be natural or corporate persons.

 

9.                   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.

 

10.                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.

 

11.                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."

 

12.                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 yet vested or 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

 

13.                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 14 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

 

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

 

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15.                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.

 

16.                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.

 

17.                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.

 

18.                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.

 

19.                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.

 

20.                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.

 

21.                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.

 

22.                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.

 

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23.                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.

 

24.                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.

 

25.                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

 

26.                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.

 

  5  

 

 

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.