RTI International Metals,
Inc.
Executive Non-Change in Control
Severance Policy
The following
executive officers (the “Executives” and each an
“Executive”) of RTI International Metals, Inc. (the
“Company”) who are appointed after the date of
adoption, as set forth below, are entitled to participate in this
Non-Change in Control Severance Policy (the “Policy”),
as may be amended from time to time, together with any other
executive officer who is informed in writing by the Company of
participation:
Vice Chairman
& Chief Executive Officer (“CEO”); President &
Chief Operating Officer (“COO”); Senior Vice President
& Chief Financial Officer (“CFO”); Senior Vice
President — Strategic Planning & Finance
(“SVP”); Executive Vice President (“EVP”);
and Vice President & General Counsel
(“GC”).
If an Executive is
entitled to payments and/or benefits under the Company’s
Executive Change in Control Severance Policy following
Executive’s termination of employment, then its terms shall
control and the Executive shall not receive the payments and
benefits provided under this Policy.
(1) “Cause”
shall mean termination upon (i) any material breach by
Executive of their Letter Agreement, (ii) the
Executive’s gross misconduct, (iii) the
Executive’s gross neglect of their duties with the Company,
insubordination or failure to follow the lawful directives of the
Board of Directors of the Company, in each case after a demand for
substantial performance is delivered to the Executive that
identifies the manner in which the Company believes that the
Executive has not acted in accordance with requirements and the
Executive has failed to resume substantial performance of their
duties within fourteen (14) days of receiving such demand,
(iv) the Executive’s commission, indictment, conviction,
guilty plea, or plea of nolo contendre to or of any felony,
a misdemeanor which substantially impairs the Executive’s
ability to perform his or her duties with the Company, act of moral
turpitude, or intentional or willful securities law violation,
including Sarbanes-Oxley law violations, (v) the
Executive’s act of theft or dishonesty which is injurious to
the Company, or (vi) the Executive’s violation of any
Company policy, including any substance abuse policy.
(2) “Letter
Agreement” shall mean the Executive’s employment letter
agreement with the Company.
(3) “Payment
Multiple” shall mean:
(i) 2,
in the case of the CEO;
(ii) 1.5,
in the case of the COO;
(iii) 1.0,
in the case of the CFO, SVP, EVP and GC.
(1) If
Executive’s employment shall be terminated by the Company for
Cause or by Executive other than for the reasons set forth in
subparagraph (3)(ii), below, no benefits shall be payable pursuant
to this Policy, and the Company shall pay Executive the benefits
provided within his or her Letter Agreement.
(2) If
Executive’s employment terminates by reason of
Executive’s death or disability, no benefits shall be payable
pursuant to this Policy, and the Executive shall be entitled to the
benefits provided within his or her Letter Agreement and the
Company’s retirement, survivor’s benefits, insurance
and other applicable programs and plans, then in effect.
(3) In the
event the Executive’s employment with the Company terminates
prior to the expiration of the Employment Period, as defined and
specified within their Letter Agreement, on account of (i) an
involuntary termination of employment by the Company other than for
Cause, Executive’s death or disability or (ii) a
voluntary termination by Executive within 90 days of a
(x) material breach of the Letter Agreement by the Company, or
(y) reduction in the Executive’s Base Salary (as defined
in the Letter Agreement), without the Executive’s consent,
then, except as otherwise provided herein, the Executive shall
receive the following:
(i) A payment
equal to the Payment Multiple times the amount of the
Executive’s Base Salary in effect immediately prior to the
occurrence of the circumstances giving rise to such termination.
This payment shall be divided into equal monthly installments over
a period of months equal to the Payment Multiple times 12 (the
“Payment Period”, which shall commence upon the
Executive’s separation from service). An amount equal to the
first seven monthly installments shall be payable on the first day
following the six month, anniversary of the Executive’s
separation from service and successive monthly installments shall
be
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