<PAGE>
Exhibit 10.1
FORM OF INDEMNIFICATION AGREEMENT
RTI International Metal, Inc. has entered into an
Indemnification
Agreement in the form attached with each of
the individuals listed below,
effective as of the date set forth opposite
such individual's name.
<TABLE>
<CAPTION>
Name and Title
Date
--------------
----
<S>
<C>
Craig R. Andersson, Director
May 6, 2005
Neil A. Armstong, Director
May 6, 2005
Daniel I. Booker, Director
May 6, 2005
Donald P. Fusilli, Jr., Director
May 6, 2005
Ronald L. Gallatin, Director
May 6, 2005
Charles C. Gedeon, Director
May 6, 2005
Robert M. Hernandez, Director
May 6, 2005
Edith Holiday, Director
May 6, 2005
James A. Williams, Director
August 7, 2005
Timothy G. Rupert, President, Chief
Executive Officer and Director
May
6, 2005
John H. Odle, Executive Vice President and
Director
May 6, 2005
Gordon L. Berkstresser, Vice President and
Controller
May 6, 2005
Dawne S. Hickton, Vice President and
General Counsel
May 6, 2005
William T. Hull, Vice President and Chief
Accounting Officer
November 9, 2005
Lawrence W. Jacobs
May 6, 2005
</TABLE>
<PAGE>
INDEMNIFICATION AGREEMENT
BETWEEN
RTI INTERNATIONAL METALS, INC.
AND
--------------------
THIS AGREEMENT is made this ___ day of ______________, 20___ by
and
between RTI International Metals, Inc., an
Ohio corporation (the "Corporation"),
and ______________________, an individual
and a director and/or officer of the
Corporation (the "Indemnitee").
RECITALS
WHEREAS, Indemnitee is either a member of the Board of Directors or
an
officer of the Corporation, or both, and in
such capacity is performing a
valuable service for the Corporation;
WHEREAS, the Corporation has adopted a Code of Regulations (the
"Code")
wherein Article IV Section 1 provides for
the indemnification of the Board of
Directors and officers of the Corporation
to the full extent permitted by law;
WHEREAS, the Ohio General Corporation Law, as amended to date
(the
"Ohio Statute") specifically provides in
Section 1701.13(E)(6) that it is not
exclusive, and thereby contemplates that
contracts may be entered into between
the Corporation and its directors and
officers with respect to indemnification
of such persons;
WHEREAS, developments with respect to the application, amendment
and
enforcement of statutory and other
indemnification provisions generally have
raised questions concerning the adequacy
and reliability of the protection
afforded to directors and officers thereby;
and
WHEREAS, in order to resolve such questions and thereby induce
Indemnitee to continue to serve as a member
of the Board of Directors of the
Corporation or an officer, or both, the
Corporation has determined and agreed to
enter into this contract with
Indemnitee;
AGREEMENT
NOW, THEREFORE, in consideration of Indemnitee's continued service
with
the Corporation after the date hereof the
parties agree as follows:
1. D&O INSURANCE. The Corporation represents that it has
directors and
officers liability insurance ("D&O
Insurance").
2. INDEMNITY. Subject only to the exclusions set forth in Section
3
hereof, the Corporation hereby further
agrees to hold harmless and indemnify
Indemnitee against any and all expenses
(including attorneys' fees), judgments,
fines and amounts paid in settlement
actually and reasonably incurred by
Indemnitee (and any federal, state, local
or foreign taxes imposed as
2
<PAGE>
a result of the actual or deemed receipt of
any payments under this Agreement)
in connection with any threatened, pending
or completed action, suit or
proceeding, whether civil, criminal,
administrative or investigative (including
an action by or in the right of the
Corporation) to which Indemnitee is, was or
at any time becomes a party, or is
threatened to be made a party, by reason of
the fact that Indemnitee is, was or at any
time becomes a director or officer of
the Corporation, or is or was serving or at
any time serves at the request of
the Corporation as a director, trustee,
officer, employee, member, manager or
agent of another corporation, limited
liability Corporation, partnership, joint
venture, trust or other enterprise to the
fullest extent authorized and
permitted by the provisions of the Ohio
Statute, or by any amendment thereof or
other statutory provisions authorizing or
permitting such indemnification which
is adopted after the date hereof.
3. LIMITATIONS ON INDEMNITY. No indemnity pursuant to Section 2
hereof
shall be paid by the Corporation:
(a) except to the extent the aggregate of losses to be
indemnified hereunder exceed the amount of such losses for which
the
Indemnitee is indemnified either pursuant to Section 2 hereof
or
pursuant to any D&O Insurance purchased and maintained by
the
Corporation;
(b) in respect to remuneration paid to Indemnitee if it shall
be determined by a final judgment or other final adjudication that
such
remuneration was in violation of law;
(c) on account of any suit in which judgment is rendered
against an Indemnitee for an accounting of profits made from
the
purchase or sale by Indemnitee of securities of the Corporation
pursuant to the provisions of Section 16(b) of the Securities
Exchange
Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law;
(d) on account of Indemnitee's act or omission being finally
adjudged to have involved an act or omission undertaken with
deliberate
intent to cause injury to the Corporation or undertaken with
reckless
disregard for the best interests of the Corporation; or
(e) if a final decision by a Court having jurisdiction in the
matter shall determine that such indemnification is not lawful.
4. ADVANCEMENT OF EXPENSES.
(a) As and to the extent provided in Section 1701.13 (E)(5)(a)
of the Ohio Statute, the Corporation shall pay any expenses,
including
attorney's fees, incurred by Indemnitee in defending any action,
suit,
or proceeding, as they are incurred, in advance of the final
disposition of the action, suit or proceeding provided that
Indemnitee
agrees to repay such amount if it is proved by clear and
convincing
evidence in a
court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with
deliberate
intent to cause injury to the Corporation or undertaken with
reckless
disregard for the Corporation, and the Indemnitee agrees to
reasonably
cooperate with the Corporation concerning such action, suit or
proceeding.
3
<PAGE>
(b) As and to the extent provided in Section 1701.13 (E)(5)(b)
of the Ohio Statute, the Corporation shall pay any expenses,
including
attorney's fees, incurred by Indemnitee in defending any action,
suit
or proceeding as they are incurred, in advance of the final
disposition
of the action, suit, or proceeding based, in part, on the
undertaking
of Indemnitee set forth in Section 7 hereof, provided that such
advancement by the Corporation is authorized by the Board of
Directors
of the Corporation in the specific case.
5. CONTINUATION OF INDEMNITY. All agreements and obligations of
the
Corporation contained herein shall continue
during the period Indemnitee is a
director or officer of the Corporation (or
is or was serving at the request of
the Corporation as a director, trustee,
officer, employee, member, manager or
agent of another corporation, limited
liability Corporation, partnership, joint
venture, trust or other enterprise) and
shall continue thereafter so long as
Indemnitee shall be subject to any possible
claim or threatened, pending or
completed action, s
