EXHIBIT 10.10
RMI TITANIUM COMPANY
1995 Stock Plan
As amended January 26, 2007
(NOTE: Pursuant to Section 4.2 of that certain Agreement
and Plan of Merger, dated as of August 20, 1998,by and among
RMI Titanium Company (“RMI”), RTI International Metals,
Inc.(“RTI”) and RMI Acquisition Company, effective
September 30, 1998 this Plan was assumed by RTI., which, as of
such date became the parent of RMI. All references to RMI from and
after such date became references to RTI.)
1.
Objectives . The RMI Titanium Company 1995 Stock Plan (the
“Plan”) is designed:
a.) to promote the long-term
financial interests and growth of the Company and its subsidiaries
by attracting and retaining management personnel with the training,
experience and ability to enable them to make a substantial
contribution to the success of the Company’s business.
b.) to motivate management personnel
by means of growth-related incentives to achieve long-range growth
goals; and
c.) to further the identity of
interests of participants with those of the shareholders of the
Company through opportunities for increased stock ownership in the
Company.
2.
Definitions .
a.) Board. The Board of Directors of
RMI Titanium Company.
b.) Committee. A Committee of at
least three directors appointed by the Board to take action under
this Plan.
c.) Company. RMI Titanium Company
(RMI) and its subsidiaries.
d.) Fair Market Value. Such value of
a Share as reported for stock exchange transactions and determined
in accordance with any applicable resolutions or regulations of the
Committee in effect at the relevant time;
e.) Grant. A Grant made under the
Plan to a Participant in the form of an Option, Stock Appreciation
Right or Restricted Stock or any combination thereof;
f.) Participant. An employee of the
Company to whom a Grant is made; and
g.) Share. A share of Common Stock of
RMI which may be authorized but unissued or issued and
reacquired.
3.
Eligibility . Employees of the Company eligible for a Grant
under the Plan are those in responsible positions whose
performance, in the judgment of the Committee, may affect the
Company’s success.
4.
Administration . The Plan shall be administered by the
Committee which shall be constituted to permit the Plan to comply
with Rule 16b-3 promulgated under the Securities and Exchange
Act of 1934 or any successor rule. The Committee shall determine
the type or types of Grants to be made to each Participant and
shall set forth in such Grant the terms, conditions and limitations
applicable to it, including provisions relating to change in
control of the Company. Grants may be made singly, in combination
or in tandem. The Committee shall have full and exclusive power to
interpret the Plan, to adopt rules, regulations and guidelines
relating to the Plan, to grant waivers of Plan restrictions and to
make all of the determinations necessary for its
administration.
