Haynes International - Exhibit 10.14




Exhibit 10.14



SEVERANCE AGREEMENT



          THIS  AGREEMENT  is  made  and
entered into as of the       day of
             
       ,
2002, by and between  Haynes  International,  Inc. (the  "Company"),  a Delaware
corporation  having  a place  of  business  at 1020 W.  Park  Ave.,  Kokomo,  IN
46904-9013, and the undersigned (the "Employee"), an officer of the Company.




RECITAL



        The Board of Directors of
the Company (the “Board”) and the shareholders of the Company holding
more than 75% of the voting power of all the outstanding capital stock of the
Company, and the Board of Directors of Haynes Holdings, Inc., the sole
shareholder of the Company (“Haynes Holdings”) and the shareholders of
Haynes Holdings holding more than 75% of the voting power of all the outstanding
capital stock of Haynes Holdings have determined that it is in the best
interests of the Company and of Haynes Holdings to foster the continuous
employment of Corporate Officers and that the Company should enter into this
Agreement to reinforce and encourage the continued attention and dedication of
the Employee to his or her duties, free from distractions which might arise in
the event of a Change in Control (as defined in this Agreement), or a proposed
Change in Control, of the Company or of Haynes Holdings. 



        NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the Company and the
undersigned Employee agree as follows: 



        1.        
Term of Agreement:   This  Agreement  shall commence as of the date first written
above and shall continue in effect until November 30, 2002;  provided,  however,
that  commencing on December 1 and on each  December 1  thereafter,  the term of
this Agreement shall  automatically be extended for one (1) year (until November
30 of the year next  following)  unless either the Company or the Employee shall
have given  written  notice to the other at least sixty (60) days prior  thereto
that the term of this  Agreement  shall not be so extended;  provided,  further,
however,  the Company  shall not have the right to  terminate  or fail to extend
this  Agreement  in the event of a Change of  Control  (as  defined  in  Section
2(c)(1)  below) prior to the  expiration of twelve (12) months after such Change
in Control shall have occurred.  This Agreement shall automatically terminate if
the Employee’s  employment with the Company is terminated prior to a Change
in Control;  provided,  however, if the Employee’s employment is terminated
by the  Company  other  than  for  Cause  (and  not  due to the  Employee’s
Disability or by reason of the  Employee’s  death) and such  termination of
employment  occurs within ninety (90) days before a Change in Control,  then the
termination of the  Employee’s  employment shall be deemed to have occurred
immediately  following the Change in Control and this Agreement  shall remain in
effect until the  expiration  of twelve (12) months after such Change in Control
shall have  occurred.  Notwithstanding  the  foregoing  provisions  or any other
provisions of this Agreement to the contrary, if a Change in Control shall occur
or be deemed to have occurred during the term of this Agreement,  this Agreement
shall remain in effect until the Company and the Employee have fully  discharged
all obligations hereunder with respect to any termination of the Employee’s
employment  with the  Company  to  which  the  provisions  hereof  shall  apply.




        2.        
Termination Benefits:



	
	
        (a)     
If, within twelve (12) months following a Change in Control,  and during the
term of this Agreement (including any extensions or deemed extensions thereof as
provided in Section 1 above),  the  Employee’s  employment with the Company
shall  be   terminated,   the  Employee  shall  be  entitled  to  the  following
compensation and benefits (in addition to any compensation and benefits provided
for  under  any of the  Company’s  employee  benefit  plans,  policies  and
practices or as required by law):









	
	
        (1)     
If the Employee’s employment with the Company shall be terminated (A) by reason of the
Employee’s Disability, or (B) by reason of the Employee’s death, the
Company shall within five (5) days after the Release Effective Date (as defined
in Section 5(a) below) pay the Employee his full Base Monthly Salary through the
Date of Termination at the rate in effect when the Notice of Termination is
given (or the Date of Termination in the case of the Employee’s death),
plus any bonuses or incentive compensation which pursuant to the terms of any
compensation or benefit plan have been earned or have become payable as of the
Date of Termination, but which have not yet been paid.











	
	
        (2)     
If the  Employee’s  employment  with the Company shall be terminated by the
Company for Cause,  the Company  shall pay the  Employee  his full Base  Monthly
Salary  through the Date of Termination at the rate in effect at the time Notice
of  Termination is given,  and the Company shall have no further  obligations to
the Employee under this Agreement.









	
	
        (3)     
If the  Employee’s  employment  with the Company shall be terminated by the
Company or the Employee (other than for Cause or as a result of Disability or by
reason of the Employee’s death), the Company shall:









	
	
        (i)     
within five (5) days
after the Release Effective Date pay the Employee his full Base Monthly Salary
through the Date of Termination at the greater of the rate in effect at the time
the Change in Control occurs or Notice of Termination is given, plus any bonuses
or incentive compensation which pursuant to the terms of any compensation or
benefit plan have been earned or have become payable as of the Date of
Termination, but which have not yet been paid;









	
	
        (ii)     
within five (5) days
after the Release Effective Date pay the Employee a lump sum cash payment equal
to twelve (12) times the Employee’s Base Monthly Salary (at the greater of
the rate in effect at the time the Change in Control occurs or when Notice of
Termination is given); provided, however, that the Company may at its election
pay such amount to the Employee in twelve (12) equal monthly installments
commencing on the fifth day after the Release Effective Date and on the same day
of the month thereafter;









	
	
        (iii)     
continue to provide
for the Employee and his dependents, for a period of twelve (12) months
following the Date of Termination, life insurance, medical and hospitalization
benefits comparable to those provided by the Company to the Employee and his
dependents immediately prior to the Change in Control, provided that any
coverage provided pursuant to this subsection (iii) shall terminate to the
extent that the Employee obtains comparable life insurance, medical or
hospitalization benefits coverage from any other employer during such twelve
(12) month period. The benefits provided under this subsection (iii) shall not
be materially less favorable to the Employee in terms of amounts, deductibles
and costs to him, if any, than such benefits provided by the Company to the
Employee and his dependents as of the date of the Change in Control. This
subsection (iii) shall not be interpreted so as to limit any benefits to which
the Employee or his dependents may be entitled under the Company’s life
insurance, medical, hospitalization, dental or disability plans following the
Employee’s Date of Termination and shall be in addition to any COBRA rights
under federal law; and









	
	
        (iv)     within five (5) days
after the Release Effective Date pay the Outplacement Assistance Payment to
Employee.









	
	
        (b)     
The Employee shall not
be required to mitigate the amount of any payment provided for in this Section 2
by seeking other employment or otherwise, nor, except as provided in Section
2(a)(3)(iii) above, shall the amount of any payment or benefit provided for in
Section 2 be reduced by any compensation earned by the Employee or benefit made
available to the Employee as the result of employment by another employer after
the Date of Termination or otherwise.










– 2 –



	
	
        (c)     
For purposes of this Agreement, the following definitions shall apply:









	
	
        (1)     
A “Change in
Control” shall be deemed to occur (i) when any person (as such term is used
in Sections 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), other than the holders of any of the
Company’s shares of capital stock on the date first written above is or
becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the
Exchange Act) directly or indirectly of securities of the Company representing
50% or more of the combined voting power of the Company’s then outstanding
securities (assuming conversion of all outstanding nonvoting securities into
voting securities and the exercise of all outstanding options or other
convertible securities); (ii) when any person (as such term is used in Sections
13(e) and 14(d) of the Exchange Act), other than the holders of any of Haynes
Holdings’ shares of capital stock on the date first written above is or
becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the
Exchange Act) directly or indirectly of securities of Haynes Holdings
representing 50% or more of the combined voting power of Haynes Holdings then
outstanding securities (assuming conversion of all outstanding nonvoting
securities into voting securities and the exercise of all outstanding options or
other convertible securities); or (iii) upon the approval by the Company’s
or Haynes Holdings’ shareholders of (A) a merger or consolidation of the
Company or Haynes Holdings with or into another corporation (other than a merger
or consolidation in which the Company or Haynes Holdings is the surviving
corporation and which does not result in any capital reorganization or
reclassification or other change in the ownership of the Company’s or
Haynes Holdings’ then outstanding shares which would be deemed a Change in
Control pursuant to subsection(s) (i) or (ii) hereof), (B) a sale or disposition
of all or substantially all of the Company’s assets, or (C) a plan of
liquidation or dissolution of the Company or Haynes Holdings.









	
	
        (2)     
"Disability"  means the  Employee  is totally and  permanently  disabled as
defined in the Haynes International, Inc. Pension Plan.









	
	
        (3)     
"Retirement" means the voluntary  retirement of the Employee under the terms
of the Haynes International, Inc. Pension Plan.










	
	
        (4)     
A termination for
“Cause” means a termination by reason of the Board’s good faith
determination that the Employee (i) willfully and continually failed to
substantially perform his duties with the Company (other than a failure
resulting from the Employee’s incapacity due to physical or mental
illness), (ii) willfully engaged in conduct which constituted a material breach
of Section 7 of this Agreement, (iii) engaged in conduct which constituted a
crime of moral turpitude, (iv) perpetuated a fraud or embezzlement against the
Company or Haynes Holdings, or (v) willfully engaged in conduct which is
demonstrably and materially injurious to the Company or Haynes Holdings,
monetarily or otherwise. No act, or failure to act, on the Employee’s part
shall be considered “willful” unless he has acted or failed to act
with an absence of good faith and without a reasonable belief that his action or
failure to act was in or at least not opposed to the best interests of the
Company and Haynes Holdings. Notwithstanding the foregoing, the Employee shall
not be deemed to have been terminated for Cause unless there shall have been
delivered to the Employee a copy of a resolution duly adopted by the affirmative
vote of not less than a majority of the entire membership of the Board at a
meeting of the Board.









	
	
        (5)     
"Haynes Holdings" shall mean Haynes Holdings,  Inc., a Delaware  corporation
and the parent corporation of the Company on the date of this Agreement.









	
	
        (6)     
A “Notice of
Termination” means a notice which shall indicate the specific termination
provision in this Agreement which is applicable and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee’s employment under the provision so indicated.
For purposes of this Agreement, no such purported termination shall be effective
without such Notice of Termination. Any purported termination by the Company or
by the Employee shall be communicated by written notice of termination to the
other party hereto in accordance with Section 6 hereof.










– 3 –



	
	
        (7)     
“Date of
Termination” means (i) if the Employee’s employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided that
the Employee shall not have returned to the performance of his duties on a
full-time basis during such thirty (30) day period), and (ii) if the
Employee’s employment is terminated for any other reason, the date
specified in the Notice of Termination (which, in the case of a termination for
Cause shall not be less than thirty (30) days from the date such Notice of
Termination is given); provided that within thirty (30) days after any such
Notice of Termination is given the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, or by the final
judgment, order or degree of court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been taken).









	
	
        (8)     
“Outplacement
Assistance Payment” means the payment of $12,000.00 to the Employee to be
used at the Employee’s discretion for outplacement career counseling and
job search costs and expenses.









	
	
        (9)     
"Base Monthly
Salary” means the monthly base salary of the Employee from the Company, but
determined without regard to any salary reduction agreement of the Employee
under Sections 401(k) and 125 of the Internal Revenue Code of 1986 (the
“Code”) (or corresponding provisions of subsequent federal income tax
laws) or any salary deferral agreement of the Employee under any non-qualified
deferred compensation program that may be available to the Employee from time to
time, and excludes (i) incentive or additional cash compensation; (ii) any
amounts included in income because of Sections 79 or 89 of the Code; and (iii)
any amounts paid to the Employee for reimbursement for expenses or discharging
tax liabilities.










        3.        
Successors; Binding Agreement:


	
	
        (a)     
This Agreement shall be
binding on the Company and any successor to all or substantially all of its
business or assets. Without limiting the effect of the prior sentence, the
Company will require any successor or assign (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession or assignment had taken place.
As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor or assign to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement or which is
otherwise obligated under this Agreement by the first sentence of this Section
3, by operation of law or otherwise.










	
	
        (b)     
This Agreement shall
inure to the benefit of and be enforceable by the Employee’s personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Employee should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Employee’s devisee, legatee or other
designee or if there is no such devisee, legatee or designee, to the
Employee’s estate.












        4.        
Fees and Expenses;  Acceleration  Right:   The Company  shall pay all  reasonable
legal fees and related  expenses  (including the costs of experts,  evidence and
counsel)  incurred by the Employee as a result of the Employee seeking to obtain
or enforce any right or benefit  provided by this Agreement or by any other plan
or  arrangement  maintained by the Company under which the Employee is or may be
entitled to receive  benefits,  unless the Company shall  ultimately  prevail in
establishing that the Company terminated  Employee’s  employment for Cause.
In the event the Company fails to make any  installment  payment due and payable
under Section  2(a)(3)(ii)  hereof,  and such default  continues for a period of
more than fifteen (15) days  following  written  notice from the Employee to the
Company of such default,  the entire balance of the amount payable under Section
2(a)(3)(ii) hereof shall immediately become due and payable to the Employee.



– 4 –




        5.        
Release and Right to Employment:


	
	
        (a)     
As a condition of receiving from the Company the payments and benefits  provided
for  hereunder,  which  payments  and  benefits  the  Employee is not  otherwise
entitled  to  receive,  the  Employee  understands  and  agrees  that he will be
required  to  execute a release of all claims  against  the  Company in the form
attached  hereto  as  Exhibit 1  (the   “Release”)  on  the  Date  of
Termination.  Employee  acknowledges  that he has been  advised  in  writing  to
consult with an attorney  prior to executing  the Release.  The Employee  agrees
that he will  consult  with his attorney  prior to  executing  the Release.  The
Employee  and the  Company  agree that  Employee  has a period of seven (7) days
following the execution of the Release  within which to revoke the Release.  The
parties also  acknowledge  and agree that the Release  shall not be effective or
enforceable until the seven (7) day revocation period expires. The date on which
this seven (7) day period  expires  shall be the  effective  date of the Release
(the “Release Effective Date”).









	
	
        (b)     
The Employee understands that as used in this Section 5, the “Company”
includes  its  past,   present  and  future   officers,   directors,   trustees,
shareholders, parent corporations, employees, agents, subsidiaries,  affiliates,
distributors,  successors,  and assigns,  and any other  persons  related to the
Company.









	
	
        (c)     
Notwithstanding anything in this Agreement to the contrary, this Agreement shall
not affect the  Company’s  right or ability to terminate the  employment of
the Employee,  subject to any other written contract between the Company and the
Employee to the contrary.









	
	
        (d)     
Notwithstanding anything in this Agreement to the contrary, this Agreement shall
not affect in any manner the rights and obligations of the Employee, the Company
or Haynes  Holdings  with  respect to any shares of stock of Haynes  Holdings or
options for shares of stock of Haynes Holdings.









	
	
        (e)     
The Employee agrees that execution and delivery to the Company of any release or
disclaimer  agreement  requested  by the Company  which is  consistent  with the
provisions of this Section 5 and the passage of all necessary waiting periods in
connection  therewith  shall be a  condition  to the  receipt of any  payment or
benefits  to be  provided  by  the  Company  following  the  termination  of the
Employee’s employment with the Company.










        6.        
Notices:   For  the   purposes  of  this   Agreement,   notices  and  all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail, return receipt  requested,  postage prepaid,  or by expedited  (overnight)
courier with  established  national  reputation,  shipping  prepaid or billed to
sender, in either case addressed to the respective  addresses last given by each
party to the other  (provided  that all notices to the Company shall be directed
to the attention of the Board with a copy of the Secretary of the Company) or to
such other address as either party may have furnished to the other in writing in
accordance herewith.  All notices and communication shall be deemed to have been
received on the date of delivery  thereof,  on the third  business day after the
mailing  thereof,  or on the second day after deposit  thereof with an expedited
courier service, except that notice of change of address shall be effective only
upon receipt.



– 5 –




        7.        
Non-Competition:   The Employee agrees that during the Employee’s employment
with the  Company  and,  in the  event  of  termination  of the  Employee’s
employment  with the  Company  by reason of the  Employee’s  Disability  or
Retirement,  by the  Company  for Cause or by the  Employee  within  twelve (12)
months following a Change in Control,  for an additional  period of one (1) year
immediately  following  termination of the  Employee’s  employment with the
Company, the Employee shall not directly or indirectly, as an individual or as a
director, officer, contractor, employee, consultant, partner, investor or in any
other  capacity  with any  corporation,  partnership  or other person or entity,
other than the  Company,  engage in the business of  developing,  manufacturing,
selling or distributing  high  performance  nickel base or cobalt base alloys in
competition  with the business of the Company or any of its subsidiaries as such
business are constitutes from time to time during the Employee’s employment
with the Company, and thereafter, as such businesses are constituted at the time
of termination of the  Employee’s  employment;  provided,  however,  in the
event of a  termination  of the  Employee’s  employment  within twelve (12)
months following a Change in Control the foregoing restriction shall only relate
to the  business  of the  Company or any of its  subsidiaries  as such  business
existed  immediately  prior to the Change in Control.  The  restrictions of this
Section 7 shall not be deemed to prevent the  Employee  from owning less than 5%
of the issued and  outstanding  shares of any class of  securities  of an issuer
whose  securities  are listed on a national  securities  exchange or  registered
pursuant to Section 12(g) of the Exchange Act. The  restrictions of this Section
7,  to the  extent  applicable  following  termination  of  the  Employee’s
employment  with the  Company,  shall only apply  within the  geographical  area
served either by the Company or its subsidiaries  during the two (2) years prior
to termination of the  Employee’s  employment  with the Company;  provided,
however,  in the event of termination of the  Employee’s  employment within
twelve (12) months  following  a Change in Control the  geographical  area shall
only  include  the  geographical  area  served  by  the  Company  or  any of its
subsidiaries immediately prior to the Change in Control. In the event a court of
competent jurisdiction determines that the foregoing restriction is unreasonable
in terms of geographic scope or otherwise then the court is hereby authorized to
reduce the scope of said  restriction  and enforce this Section 7 as so reduced.
If any  sentence,  word or provision of this Section 7 shall be determined to be
unenforceable,  the same shall be severed  herefrom and the  remainder  shall be
enforced  as  if  the  unenforceable   sentence,   word  or  provision  did  not
exist.



        8.        
Miscellaneous:   No  provision  of this  Agreement  may be  modified,  waived  or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Employee and such officer as may be specifically designated by
the  Board.  No waiver by either  party  hereto at any time of any breach by the
other party hereto of, or  compliance  with,  any condition or provision of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior to
subsequent time. No agreement or representations,  oral or otherwise, express or
implied,  with respect to the subject matter hereof may have been made by either
party which are not expressly set forth in this Agreement. 



        9.        
Applicable  Law and Forum:   This Agreement has been entered into in the State of
Indiana and shall be governed by and  construed in  accordance  with the laws of
the State of Indiana  without regard to any Choice of Laws  provisions  thereof.
The  parties  agree  that any action in law or equity  brought  by either  party
arising  from  or in  connection  with  this  Agreement  or  arising  from or in
connection  with the  performance by either party of its  obligations  hereunder
shall be  brought  only in the United  States  District  Court for the  Southern
District  of  Indiana,  Indianapolis  Division  or the  Circuit  Court of Howard
County,  Indiana,  and the parties  hereto consent to the  jurisdiction  of such
forums. 



        10.        
Severability:   The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.



        11.        
Entire  Agreement:   This Agreement  constitutes the entire agreement between the
parties  hereto,  and  supersedes  all  prior  agreements,   understandings  and
arrangements,  oral or written,  between the parties  hereto with respect to the
severance of the employment of the undersigned Employee from the Company, except
as may be provided herein. 



– 6 –




        IN  WITNESS WHEREOF, the Company
has caused this Agreement to be executed by its duly authorized  officer and the
Employee has  executed  this  Agreement,  to be effective as of the day and year
first above written. 


	
	
	
COMPANY:

HAYNES INTERNATIONAL, INC.







By:  


	
ATTEST:










	
	
	
EMPLOYEE










	
WITNESS:














– 7 –





Exhibit 1



RELEASE OF ALL CLAIMS






        
In  consideration of receiving from Haynes  International,  Inc. (the "Company")
the payments and benefits provided for in that certain Severance Agreement dated
as of the                  
day of                                       , 2002 (the  "Severance  Agreement")  between the Company and the
undersigned (the  "Employee"),  which payments and benefits the Employee was not
otherwise  entitled  to  receive,  the  Employee  unconditionally  releases  and
discharges  the  Company  from any and all  claims,  causes of action,  demands,
lawsuits or other charges whatsoever,  known or unknown,  directly or indirectly
related to the Employee's  employment with the Company,  except for (i) a breach
of the  Company's  obligations  under the Severance  Agreement,  (ii) any claims
relating to, or rights of the Employee  appurtenant  to, any shares of stock of,
or options for shares of stock of, Haynes Holdings, Inc., and (iii) the right of
the Employee to elect  continuation of group medical and dental benefits for the
Employee and his eligible  dependents who are qualified  beneficiaries under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), at
the Employee's expense, pursuant to COBRA. The claims or actions released herein
include,  but are not  limited  to,  those  based  on  allegations  of  wrongful
discharge, breach of contract,  promissory estoppel,  defamation,  infliction of
emotional  distress,  and those  alleging  discrimination  on the basis of race,
color, sex,  religion,  national origin,  age,  disability,  or any other basis,
including,  but not limited to, any claim or action under Title VII of the Civil
Rights  Act of 1964,  the Age  Discrimination  in  Employment  Act of 1967,  the
Rehabilitation  Act of 1973,  the Americans with  Disabilities  Act of 1990, the
Equal Pay Act of 1963,  the Civil Rights Act of 1991,  the  Employee  Retirement
Income  Security Act of 1974, or any other federal,  state,  or local law, rule,
ordinance,  or  regulation  as  presently  enacted  or  adopted  and as each may
hereafter be amended.






          With respect to any claim that
the Employee might have under the Age  Discrimination in Employment Act of 1967,
as amended:



        (i)   The Employee does not waive rights or claims that may arise
after the date of this Release;




        (ii)   The  Employee's  waiver of said rights or claims under the
Age   Discrimination   in  Employment  Act  of  1967  is  in  exchange  for  the
consideration reflected in this Release;




        (iii)   The  Employee  acknowledges  that he has been  advised in
writing to consult with an attorney  prior to executing this Release and that he
has consulted with his attorney prior to executing this Release;




        (iv)   The  Employee acknowledges that he has been given a period
of at least twenty-one (21) days within which to consider this Release; and




        (v)   The  Employee and the Company agree that the Employee has a
period of seven (7) days following the execution of this Release within which to
revoke the Release.




The parties also  acknowledge and agree that this Release shall not be effective
or enforceable  until the seven (7) day revocation  period expires.  The date on
which this  seven (7) day period  expires  shall be the  effective  date of this
Release.



        
The Employee  further  agrees,  in  consideration  of receiving the payments and
benefits provided for in the Severance  Agreement,  not to initiate or instigate
any claims,  causes of action or demands against the Company in any way directly
or  indirectly  related to the  Employee's  employment  with the  Company or the
termination of his employment  except for a breach of the Company's  obligations
under the  Severance  Agreement or claims or rights of the Employee  relating to
any shares of stock of, or  options  for  shares of stock of,  Haynes  Holdings,
Inc.,  and the  Employee  agrees to  reimburse,  defend,  and hold  harmless the
Company against any such claims, causes of action or demands.


        
The Employee  understands that as used in this Release,  the "Company"  includes
its past, present and future officers, directors, trustees, shareholders, parent
corporations,   employees,  agents,  subsidiaries,   affiliates,   distributors,
successors,  and assigns,  any and all employee benefit plans (and any fiduciary
of such plans)  sponsored by the Company,  and any other persons  related to the
Company.




	



(Employee)









Date Signed







WITNESS: