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 2020, you will be eligible for an annual equity award with a target grant value of $1,600,000. 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:

Plan Adoption Subject to Qualification. Notwithstanding any other provision of the Plan, the adoption of the Plan and the execution of the Trust Agreement are conditioned upon their being determined initially by the Internal Revenue Service to meet the qualification requirements of Section 401(a) of the Code, so that the Employers may deduct currently for federal income tax purposes their contributions to the Trust and so that the Participants may exclude the contributions from their gross income and recognize income only when they receive benefits. In the event that this Plan is held by the Internal Revenue Service not to qualify initially under [Section 401(a)], the Plan may be amended retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure qualification under [Section 401(a)]. If this Plan is held by the Internal Revenue Service not to qualify initially under [Section 401(a)] either as originally adopted or as amended, each Employer’s contributions to the Trust under this Plan (including any earnings thereon) shall be returned to it and this Plan shall be terminated. In the event that this Plan is amended after its initial qualification and the Plan as amended is held by the Internal Revenue Service not to qualify under [Section 401(a)], the amendment may be modified retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure approval of the amendment under [Section 401(a)]. In addition, reversions of Employer contributions (including earnings or losses attributable thereto) are permitted within one year after the applicable determination date, if the reversion is due to a good faith mistake of fact.

STOCK SUBJECT TO THE PLAN. The Committee may issue under this Plan not more than 0.60% in any one calendar year of the common stock of the Corporation outstanding at the beginning of such year. Such common stock is herein sometimes referred to either as “book value shares” or as “market value shares.” The distribution of shares pursuant to this Plan may be made either from authorized and unissued shares or from Treasury shares, as determined by the Committee. All shares issued in accordance with the Plan shall be fully paid and non-assessable shares and free from preemptive rights.

Shares Subject to This Plan. Stock with respect to which Options are granted or issued under this Plan shall be authorized but unissued or reacquired Shares of the Company’s Common Stock. The aggregate number of Shares which may be issued under this Plan shall not exceed three million five hundred thousand (3,500,000) Shares, subject to adjustment under Section 9.