·“Action or Proceeding”, and the plurals thereof, means any action, suit, complaint, petition, claim, charges, indictment, litigation, investigation, proceeding, arbitration, notice of claim or litigation or any investigation, audit, hearing, examination or other proceeding by or before a Governmental Entity, whether civil, criminal, insurance- related, administrative or regulatory and whether in law or in equity or before any arbitrator or Governmental Entity.

Anti-Terrorism; Criminal Indictments. (i) Any Borrower, any Guarantor or any Subsidiary of a Borrower or Guarantor is subject to any criminal indictment or proceeding which could reasonably be expected to result in a Material Adverse Effect; or # any Borrower, any Guarantor or any Subsidiary of a Borrower or Guarantor fails to comply with any anti-terrorism or money laundering laws, including the U.S. PATRIOT Act;

Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

"Reportable Compliance Event" shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

"CAUSE" shall include # continued failure by Executive to perform substantially Executive's duties and responsibilities (other than a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days after receipt of appropriate written notice from the Board; # engagement in willful, reckless or grossly negligent misconduct that is materially injurious to Company or any of its affiliates, monetarily or otherwise; # except as provided by (D), the indictment of Executive with a crime involving moral turpitude or a felony; # the indictment of Executive for an act of criminal fraud, misappropriation or personal dishonesty;or # a material breach by Executive of any provisionof this Agreement that is materially injurious to the Company and that remains uncorrected for 10 days following written notice of such breach by the Company to Executive identifying the provision of this Agreement that Company determined has been breached. For purposes of [(C) and (D)], if the criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will be deemed to have been terminated without Cause.

The Indemnified Party shall be entitled, but is under no obligation, to assume control of such defense of (and the Indemnifying Party shall be responsible for the fees and expenses of counsel retained by the Indemnified Party in respect of) the Third-Party Claim if: # such Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided that in such event # the Indemnified Party shall not enter into any settlement of a such Third-Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned) and # the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel of its choice for such purpose (provided, that the fees and expenses of such separate counsel shall be borne by the Indemnifying Party), # such Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, # a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim or # the Indemnifying Party fails or is failing to reasonably, vigorously defend such Third-Party Claim;

For this purpose, if the Participant participates in the Arconic Inc. Change in Control Severance Plan, “Cause” shall have the meaning set forth in such plan. If the Participant does not participate in the Arconic Inc. Change in Control Severance Plan, “Cause” means # the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Employer that has not been cured within 30 days after a written demand for substantial performance is delivered to the Participant by the Board or the Participant’s direct supervisor, which demand specifically identifies the manner in which the Participant has not substantially performed the Participant’s duties, # the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or a Subsidiary, monetarily or otherwise; # the Participant’s fraud or acts of dishonesty relating to the Company or any of its Subsidiaries, or # the Participant’s conviction of any misdemeanor relating to the affairs of the Company or any of its Subsidiaries or indictment for any felony. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Company.

•For purposes of this Offer Letter, "Cause" will mean your (a) indictment, conviction or plea of nolo contendere to any felony, (b) theft, fraud or embezzlement resulting in gain or personal enrichment to you, and (c) failure or refusal to substantially perform your duties for NS, provided, however that with respect to [clause (c) hereof], you will be provided with written notice of any such failure or refusal and a period of not less than 30 days in which to cure such action (or inaction) before the determination of Cause is made by the Company under this [clause (c)]. In addition, for purposes of this Offer Letter, “Good Reason” will mean (i) the material breach of the terms of this Agreement by the Company, (ii) the material diminution of your duties and responsibilities as COO of the Company contemplated by this Offer Letter, (c) your being required to report to anyone other than the CEO (including a co-reporting or a “dotted line” reporting), or (d) your being required to relocate to an area that is more than 35 miles away from [[Address A:Address]]. In any such case, you must provide the Company with written notice of the occurrence of the “Good Reason” event within 90 days of the occurrence of circumstances giving rise to such claim, and you must allow the Company to have a reasonable opportunity to cure but, in any event, not less than 30 days.

"Cause" shall be deemed to exist upon any of the following, determined by a majority of the members of the Board in its sole discretion: # the indictment of Executive for, or the entry of a plea of guilty or nolo contendere by Executive to, a felony charge or any crime involving moral turpitude; # Unlawful conduct on the part of Executive that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Executive’s duties as determined by the Board in its sole discretion; # Executive’s willful misconduct in connection with his duties or willful failure to use reasonable effort to perform substantially his responsibilities in the best interest of the Company (including, without limitation, breach by the Executive of this Agreement), except in cases involving Executive’s mental or physical incapacity or disability; # Executive’s willful violation of the Company’s Business Ethics Policy, Code of Ethics or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Executive’s duties as determined by the Board in its sole discretion; # fraud, material dishonesty, or gross misconduct in connection with the Company perpetrated by Executive; # Executive undertaking a position or any activity in or in furtherance of competition with Company during the Employment Term; # Executive having caused substantial harm to the Company with intent to do so or as a result of gross negligence in the performance of his duties; or # Executive having wrongfully and substantially enriched himself at the expense of the Company.