Subject to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan, except as otherwise expressly provided herein. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant in writing.

Subject to Plan. This Award is subject to the terms and conditions of the Plan, but the terms of the Plan shall not be considered an enlargement of any benefits under this Agreement. In addition, this Award is subject to the rules and regulations promulgated pursuant to the Plan, now or hereafter in effect. A copy of the Plan will be furnished upon request of the Participant. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control.

Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. Any term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Plan.

Grant Under Plan. This option is granted pursuant to and is governed by ​’s 2007 Stock Option and Incentive Plan (the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.

Plan and Grant Certificate. This Award is subject to all of the terms and conditions in this Certificate and in the Plan. If a determination is made that any term or condition in this Certificate is inconsistent with the Plan, the Plan will control. All of the capitalized terms not otherwise defined in this Certificate will have the same meaning in this Certificate as in the Plan. A copy of the Plan will be available to the Director upon written request to the Secretary of CPI.

Grant of Restricted Notes. Subject to the terms and provisions of the Plan, on the Effective Date, the Administrator shall grant Restricted Notes to Employees as part of the Tranche A Awards.

Subject to the provisions of this Agreement and the provisions of the ​ 2004 Omnibus Incentive Plan (the “Plan”), the Company hereby grants to Grantee the number of restricted stock units shown above (the “Restricted Stock Units”) as of GRANT DATE (the “Grant Date”). Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan.

As part of the normal grant cycle starting in ​, you will be eligible for an annual equity award with a target grant value of ​. Your grant will be subject to the provisions of the Arconic Stock Incentive Plan at the time of grant. The design of the program is reviewed each year and is subject to change.

#GRANT. Subject to the terms and conditions of the Plan and the provisions hereof, the Company hereby agrees to grant to the Grantee, pursuant to [Section 16] of the Plan, an award of thirty-nine thousand two hundred fifty-nine (39,259) shares of Common Stock (the “Shares”), such Shares being issuable on the Vesting Date (as hereinafter defined) set forth in, and subject to the provisions of, Section 3 hereof.

Unfunded Plan; Plan Not Subject to ERISA. The Plan is an unfunded plan and Participants shall have the status of unsecured creditors of the Company. The Plan is not intended to be subject to the Employee Retirement Income and Security Act of 1974, as amended.

Subject to the provisions of Section 13:

Securities Subject to the Plan. The securities subject to the Plan shall consist of Common Stock and the Plan Notes. Common Stock subject to the Plan shall consist of # Shares reserved for issuance under the Plan and # Shares issuable upon conversion of Plan Notes.

Notes Subject to the Plan. Plan Notes may be subject only to Tranche A Awards under the Plan. The maximum aggregate original principal amount of Plan Notes that may be subject to Awards under the Plan shall be ​. By their terms, the Plan Notes are convertible into an aggregate of 636,877 Shares (such Shares, the “Shares Convertible from Plan Notes”).

Shares Subject to the Plan. Subject to [Section 16] of the Plan, the maximum aggregate number of Shares that may be subject to Awards under the Plan shall be 3,952,095, which amount (the “Gross Share Reserve”) consists of the sum of # the Shares Convertible from Plan Notes and # 3,315,218 additional Shares (the “Net Share Reserve”). The Gross Share Reserve, which is an amount equal to eight and three tenths percent (8.3%) of the Shares outstanding as of the Effective Date on a fully diluted basis, shall be divided into three grant pools: