Adjustment to Amount or Terms of Award. The Board shall have sole discretion to adjust the amount of the Equity Retainer to be paid in the form of RSUs and the terms of any such RSU Award. Except as the Board may otherwise determine, any increase or decrease in an Eligible Director’s Annual Retainer during a period with respect to which such Eligible Director has already been granted an RSU Award shall be implemented by increasing or decreasing the cash portion of such Eligible Director’s annual retainer.

Buydown Amount. The Buydown Amount shall be held as unsegregated cash margin and collateral for all Obligations under this Agreement.

Principal Amount. The Loan is a term loan in the aggregate, maximum principal amount of ​ and is memorialized by the Note dated ​ and by Note II dated ​.

Loan Amount. The Lender hereby agrees to make a loan to the Borrower in the amount of ​ (the “Loan”).

Deferral Amount. Deferral Amount means the amount of a Performance Award that an Eligible Employee elects to defer under a Deferral Agreement.

Subject to applicable laws, including, without limitation, [Section 409A], the Committee may # require the mandatory deferral of some or all of an Award on terms established by the Committee or # permit a Participant to elect to defer a portion of an Award in accordance with the terms established under the Alcoa USA Corp. Deferred Compensation Plan as the same may be amended, or under any successor plan.

Deferred Amount. The amount of a Monthly Deferral Participant's Monthly Compensation that the Participant elects to defer in accordance with [Section 4] hereof.

Amount; Form. Subject to the reductions, adjustments and limitations contained in [Section 3.4] and except as provided in [Section 3.3(d)], the monthly amount of an Officer’s income continuation Payments under this Plan is equal to one-twelfth (1/12th) of the Officer’s Final Annual Cash Compensation. An Officer is entitled to income continuation Payments following the Officer’s Separation from Service and continuing for his or her Payment Period, subject to acceleration pursuant to [Section 3.3(c)] or earlier termination pursuant to [Section 3.6]. Although the amount of an Officer’s Payments is determined on a monthly basis, such monthly amount shall be converted to and made at the same frequency and time as compensation is payable under the Company’s standard payroll. With respect to any Payment under the Plan that is considered deferred compensation under Code Section 409A, each Payment shall be considered a separate payment.

Reduced Amount. Under this [Section 3.7], the payments under this Plan shall be reduced (but not below zero) so that the present value of such payments equals the Reduced Amount. The “Reduced Amount” (which may be zero) shall be an amount expressed in present value that maximizes the aggregate present value of payments under the Plan that can be made without causing any such payment to be subject to the excise tax under Code Section 4999.

of this [Section 6.02(a)], present value for the Beneficiary of a deceased Participant who entered the Program before ​ and commenced payment prior to ​,shall be determined assuming that the Beneficiary lives the number of years equal to his or her Life Expectancy on the date of death of the Participant.