EX-10.12



 





EXHIBIT 10.12




RTI INTERNATIONAL METALS, INC.

2004 STOCK PLAN

Dated April 30, 2004




As amended January 26, 2007




     1. Purpose. The RTI International Metals, Inc. 2004 Stock Plan is designed to: (i)
promote the long-term financial interests and growth of RTI International Metals, Inc. (together
with any successors thereto, the “Company”) and its subsidiaries by attracting and
retaining qualified individuals to serve as directors and management personnel; (ii) motivate
directors and management personnel by means of growth-related incentives to achieve long-range
growth goals; and (iii) further the identity of interests of directors and management personnel
with those of the shareholders of the Company through opportunities for increased ownership in
common stock ($.01 par value) (“Common Stock”) of the Company.



     2. Definitions. As used in this Plan, the following terms shall have the meanings set
forth below:



          (a) “Administrator” means the Board or a Committee to administer the Plan; provided,
however, that the Board, in its sole discretion, may, notwithstanding the appointment of any
Committee to administer the Plan, exercise any authority under this Plan.




          (b) “Annual Meeting” means the Company’s annual meeting of stockholders.




          (c) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, or
other stock-based award under the Plan.




          (d) “Award Agreement” means any written agreement, contract or other instrument or
document evidencing any Award granted under the Plan, which may, but need not, be executed or
acknowledged by a Participant.




          (e) “Board” means the Board of Directors of the Company, as constituted from time to
time.




          (f) “Change in Control” means a change in control of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is
then subject to such reporting requirement; provided, that, without limitation, such a change in
control shall be deemed to have occurred if:





(1) Any person (within the meaning of that term as used in Sections 13(d)
and 14(d) of the Exchange Act (a “Person”), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing twenty percent (20%)
or more of the combined voting power of the Company’s then outstanding
voting securities; provided, however, that for purposes of this Plan the
term “Person” shall not include (i) the Company or any of its majority-owned
Subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company; or



 









 






(2) A change in composition of the Board during any two year period such
that the following individuals cease for any reason to constitute a majority
of the number of directors then serving on the Board: individuals who, at
the beginning of the two year period, are serving as directors on the Board
and any new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the
Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the two year period or whose
appointment, election or nomination for election was previously so approved,
or




(3) There is consummated a merger or consolidation of the Company or a
Subsidiary thereof, with any other corporation, other than a merger or
consolidation which would result in the holders of the voting securities of
the Company outstanding immediately prior thereto holding securities which
represent immediately after such merger or consolidation at least 50% of the
combined voting power of the voting securities of the entity surviving the
merger or consolidation (or the Parent of such surviving entity), or the
shareholders of the Company approve a plan of complete liquidation of the
Company, or there is consummated the sale or other disposition of all or
substantially all of the Company’s assets.



          (g) “Code” means the Internal Revenue Code of 1986, as amended.




          (h) “Committee” means a committee of the Board.




          (i) “Director” means a member of the Board who is not an employee of the Company or
any Parent or Subsidiary thereof.




          (j) “Disability” means a disability as determined by the Company’s disability policy
as in effect from time to time or as determined by the Administrator consistent therewith.




          (k) “Effective Date” means that date in which the stockholders of the Company approve
this Plan.




          (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (m) “Fair Market Value” means the mean of the high and low prices of the Shares on the
date specified rounded up to the next whole cent (or, if there is no trading on the New York Stock
Exchange on such date, then on the first previous trading date) as reported in “New York Stock
Exchange Composite Transactions” in “The Wall Street Journal” or by WSJ.com or Bloomberg L.P., or
if unavailable, then by reference to any other source as may be deemed appropriate by the
Administrator.




          (n) “Option” means a non-qualified or qualified option granted under Section 6 of this
Plan.




          (o) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.




          (p) “Participant” means an individual employee or Director who has received an Award
under the Plan.




          (q) “Plan” means this RTI International Metals, Inc. 2004 Stock Plan.




          (r) “Prior Stock Plans” means the RTI International Metals, Inc. 1995 Stock Plan and
the RTI International Metals, Inc. 2002 Non-Employee Director Stock Option Plan.




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          (s) “Restricted Stock” means the Common Stock subject to a Restricted Stock Award.




          (t) “Restricted Stock Award” means a grant of Shares subject to a risk of forfeiture
or other restrictions that will lapse upon a specified amount of time since the date on which the
Company granted the Participant a Restricted Stock Award or the completion of service by the
Participant or the achievement of performance or other objectives, as determined by the
Administrator.




          (u) “Restricted Stock Unit Award” means a grant of Stock Units subject to a risk of
forfeiture or other restrictions that will lapse upon a specified amount of time since the date of
the grant of the Award or the Participant’s achievement of performance or other objectives, as
determined by the Administrator.




          (v) “Retirement” means the end of a Director’s service on the Board due either (i) to
the expiration of the term for which such Director was elected; or (ii) the voluntary retirement
from service on the Board before the expiration of his or her term.




          (w) “Shares” shall mean shares of the Common Stock.




          (x) “Stock Appreciation Right” shall mean a right to receive a payment in cash and/or
Shares equal to the excess of the Fair Market Value of a Share on the date the Stock Appreciation
Right is exercised over the Fair Market Value of a Share at the date of the Award of the Stock
Appreciation Right for a specified number of Shares.




          (y) “Stock Unit” means the right to receive a Share at a future point in time.




          (z) “Subsidiary or Subsidiaries” means, as the case may be, one or more “subsidiary
corporations,” whether now or hereafter existing, as defined in Section 424(f) of the Code.




          (aa) “Year” means a calendar year.




     3. Eligibility. Each Director and Employees of the Company and its Subsidiaries in
responsible positions whose performance, in the judgment of the Administrator, may affect the
Company’s success are eligible for Awards under the Plan.



     4. Administration. This Plan shall be administered by the Administrator. Subject to
the terms of the Plan and applicable law, the Administrator shall have full power and authority, in
its discretion:



          (a) to interpret, construe and administer the Plan and any instrument or agreement relating
to, or Award granted under, the Plan;




          (b) to select Participants to whom Awards may from time to time be granted;




          (c) to determine the amount and type of Awards, including any combination thereof, to be
granted to a Participant;




          (d) to determine the number of Shares (if any) to be granted under an Award;




          (e) to determine the Fair Market Value of the Common Stock, in accordance with this Plan;




          (f) to determine and modify from time to time, in a manner consistent with this Plan, the
terms and conditions of any Award (including but not limited to conditions applicable to the grant,
issuance, exercisability and vesting of an Award), and approve the forms of Award Agreements for
use under this Plan;




          (g) to determine whether and to what extent an adjustment is required under Section 5(e) of
this Plan;




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          (h) to determine whether, to what extent and under what circumstances, Shares and other
amounts payable with respect to an Award under this Plan shall be deferred either automatically or
at the election of the participant (including providing for and determining the amount, if any, of
any deemed earnings on any deferred amount during any deferral period);




          (i) to establish, amend, suspend or waive such rules and regulations and appoint such agents
as it deems appropriate for the proper administration of the Plan;




          (j) to make any other determination and take any other action that it deems necessary or
desirable for the administration of this Plan; and




          (k) to delegate to management of the Company its duties under the Plan subject to such
conditions and limitations as the Administrator shall prescribe except that only the Administrator
may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act.



All decisions of the Administrator shall be final, conclusive and binding upon all parties,
including the Company and the Participants.




     5. Shares Subject to the Plan.



          (a) Subject to adjustment as provided in Section 5(e) below, the number of Shares available
for issuance under the Plan over the 10 Year term of the Plan shall be 2,500,000 plus the shares
added to the Plan from the Prior Stock Plans pursuant to Sections 5(b) and 5(c) hereof. Upon
stockholder approval of this Plan, no further grants or awards of any kind shall be made by the
Company under its Prior Stock Plans.




          (b) To the extent that Options granted under the Plan or under the Prior Stock Plans shall
expire or terminate without being exercised or Shares awarded under the Plan or under the Prior
Stock Plans shall be forfeited, such Shares shall remain available or be added to and shall
increase the number of Shares available for purposes of the Plan.




          (c) Shares delivered in payment of the purchase price in connection with the exercise of
Options or Shares delivered or withheld to pay tax-withholding obligations or otherwise under the
Plan or under the Prior Stock Plans shall be added to and shall increase the number of Shares
available for purposes of the Plan.




          (d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or Shares held in treasury by the Company.




          (e) In the event that any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares
or other securities of the Company, or other similar corporate transaction or event affects the
Shares, an adjustment is required in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan. The Administrator shall, in an
equitable manner, adjust any or all of: (i) the number and kind of securities which may be
delivered under this Plan; (ii) the number and kind of securities subject to outstanding Awards
(including the number and kind of securities credited to any stock unit accounts); (iii) the
exercise price with respect to any Option or, if deemed appropriate, make provisions for a cash
payment to the holder of an outstanding Option; and (iv) the terms and conditions of the Awards as
the Administrator deems appropriate. No adjustment or substitution provided for in this Section
5(e) shall require the Company to issue or to sell a fractional share and the total adjustment or
substitution with respect to each Award Agreement shall be limited accordingly.




     6. Options. Options may be granted to Participants either alone or in addition to
other Awards granted under the Plan. The total number of Shares that may be purchased pursuant to
individual Option Awards shall be determined by the Administrator at the time of grant. The
Options granted may be either statutory stock options intended to qualify under Section 422 of the
Code or non-qualified stock options that are not intended to



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qualify under Section 422 of the Code; provided, however that Options granted to Directors
will be non-statutory stock options which will not qualify under Section 422 of the Code. Options
shall have the following terms and conditions:




          (a) Price and Term of Options. The purchase price per share of Shares deliverable
upon the exercise of each Option shall be no less than 100% of the Fair Market Value per share of
the Shares on the date the Option is granted. Each Option shall have a term not to exceed ten
years from the date of grant. Qualified stock options shall be priced and issued on terms that
comply with all relevant provision of the Code.




          (b) Payment. The Administrator shall determine the method or methods by which, and
the form or forms, including, without limitation, cash, Shares, or other property, or any
combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise
price, in which payment of the exercise price with respect to an Option may be made or deemed to
have been made. Exercise of an Option in any manner shall result in a decrease in the number of
Shares that thereafter may be available under the Option by the number of Shares as to which the
Option is exercised.




          (c) Award Agreement. Each Option granted hereunder shall be evidenced by an Award
Agreement with the Company, which shall contain the terms and provisions set forth herein and shall
otherwise be consistent with the provisions of this Plan.




     7. Stock Appreciation Rights. Stock Appreciation Rights may be granted to
Participants either alone or in addition to other Awards granted under the Plan and may, but need
not, relate to a specific Option granted under Section 6 above. Any Stock Appreciation Right
related to an Option may be granted at the same time the Option is granted or at any time
thereafter, before the expiration or exercise of such Option. To the extent applicable, Stock
Appreciation Rights shall generally be subject to the same terms and conditions that are applicable
to Options pursuant to Section 6 above including, without limitation, being evidenced by an Award
Agreement.



     8. Restricted Stock. Restricted Stock Awards may be issued to Participants, for no
cash consideration or for such minimum consideration as may be required by applicable law, or for
such other consideration as determined by the Administrator, either alone or addition to other
Awards granted under the Plan. All or part of a Restricted Stock Award may be subject to
conditions including, but not limited to, continuous service with the Company, achievement of
business objectives; individual, unit and Company performance and other criteria; and provisions
for forfeiture and restricting transfer. Subject to such forfeiture and transfer restriction
provisions as may be established by the Administrator, any Participant receiving a Restricted Stock
Award shall have all the rights of a shareholder of the Company with respect to Shares of
Restricted Stock, including the right to vote the Shares and the right to receive any cash
dividends thereon, provided, however, that a dividend or other distribution with respect to the
Restricted Stock, other than a cash dividend, shall be delivered to the Company (and the
Participant shall, if requested by the Company, execute and return one or more irrevocable stock
powers related thereto) and shall be subject to the same restrictions as the Restricted Stock with
respect to which such dividend or other distribution was made. To the extent applicable,
Restricted Stock Awards shall generally be subject to the same terms and conditions that are
applicable to Options pursuant to Section 6 above including, without limitation, being evidenced by
an Award Agreement.



     9. Annual Retainer to Directors.



          (a) Director Retainer Payments. The Company shall pay each Director an annual
retainer in an amount to be determined by the Board (the “Retainer Payment”); provided,
however, that not more than fifty percent (50%) of the Retainer Payment shall be paid in the form
of Shares pursuant to this Section 9 and the balance of the Retainer Payment shall be paid in the
form of cash.




          (b) Grant of Restricted Stock. Each Director shall receive Restricted Stock Awards
consistent with Section 8 hereof and the other terms of this Plan upon the completion of each
Annual Meeting during the term of this Plan, and such Award shall vest immediately prior to the
next Annual Meeting following the date of the grant. A stock certificate for the Shares under a
Restricted Stock Award will be issued in the name of the Participant and deposited, together with a
stock power endorsed in blank by the Participant, with the Company, until the lapse of restrictions
thereon. In the event a Participant is elected or appointed on a date other than the date of the


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Annual Meeting, the Participant’s Award shall be pro-rated such that the Participant shall
receive the Restricted Stock awarded on the date of the immediately preceding Annual Meeting,
multiplied by (i) the number of full calendar months before the next Annual Meeting, divided by
(ii) 12.




          (c) Lapse of Restrictions. After the Shares of Restricted Stock vest, the Company
shall deliver the corresponding Shares free and clear of all restrictions to the Participant (or
the Participant’s legal representative, beneficiary or heir.)




          (d) Forfeiture. In the event a Participant’s membership on the Board terminates for
reasons other than death, Disability or Retirement, any non-vested Shares of Restricted Stock shall
terminate and all of the rights, title and interest of the Participant thereunder shall be
forfeited in their entirety.




     10. Other Stock-Based Awards. The Administrator is hereby authorized to grant to
Participants such other Awards (including, without limitation, Restricted Stock Unit Awards and
rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole
or in part by reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares) as are deemed by the Administrator to be consistent
with the purposes of the Plan. Subject to the terms of the Plan, the Administrator shall determine
the terms and conditions of such Awards. Shares or other securities delivered pursuant to a
purchase right granted under this Section 10 shall be purchased for such consideration, which may
be paid by such method or methods and in such form or forms, including, without limitation, cash,
Shares, other securities, other Awards, or other property, or any combination thereof, as the
Administrator shall determine, the value of which consideration, as established by the
Administrator, shall not be less than the Fair Market Value of such Shares or other securities as
of the date such purchase right is granted.



     11. Additional Maximums. Subject to adjustment as provided in Section 5(e) above, the
maximum number of Shares that can be granted in the form of Restricted Stock is 1,250,000.



     12. Amendment and Termination. Except to the extent prohibited by applicable law:



          (a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue or
terminate the Plan, including, without limitation, the number of shares subject to Awards granted
pursuant to this Plan, without the consent of any stockholder, Participant, other holder or
beneficiary of any Award, or other person; provided, however, that no such amendment, alteration,
suspension, discontinuation or termination shall be made without: (i) stockholder approval if such
approval is necessary to qualify for or comply with any tax or regulatory requirement for which or
with which the Board deems it necessary or desirable to qualify or comply; or (ii) the consent of
the affected Participant, if such action would adversely affect the rights of such Participant
under any outstanding Award; and provided further, that no such amendment or alteration shall
increase the aggregate number of shares that may be issued under the Plan, except as provided in
Section 5(e). Notwithstanding any other provision of the Plan or any Award Agreement, no such
amendment, alteration, suspension, discontinuation or termination shall be made that would (x)
permit Options to be granted with a per Share exercise price of less than the Fair Market Value of
a Share on the date of grant thereof or (y) except as provided in Section 5(e), reduce the exercise
price of any Option established at the time of grant thereof.




          (b) Correction of Defects, Omissions and Inconsistencies. The Administrator may
correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem desirable to carry the Plan into effect.




     13. Compliance with Governmental Regulations. Notwithstanding any provision of the
Plan or the terms of any agreement entered into pursuant to the Plan, the Company shall not be
required to issue any securities hereunder prior to registration of the Shares subject to the Plan
under the Securities Act of 1933, as amended, or the Exchange Act, if such registration shall be
necessary, or before compliance by the Company or any Participant with any other provisions of
either of those acts or of regulations or rulings of the Securities and Exchange Commission
thereunder, or before compliance with other federal and state laws and regulations and rulings
thereunder, including the rules of the New York Stock Exchange and any other exchange or market on
which the Shares are listed or quoted. The Company shall use its reasonable best efforts to effect
such registrations and to comply with such laws, regulations and rulings forthwith upon advice by
its counsel that any such registration or compliance is necessary.



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     14. Compliance with Section 16. With respect to persons subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of
Rule 16b-3 (or its successor rule). To the extent that any grant of an Award fails to so comply,
it shall be deemed null and void to the extent permitted by law and to the extent deemed advisable
by the Administrator.



     15. Change in Control Provisions. Notwithstanding any provisions of the Plan or any
Award Agreement to the contrary, unless the Board shall determine otherwise at the time of the
grant of an Award with respect to such Award, in the event of a Change in Control all outstanding
Awards shall become fully vested.



     16. General Provisions.



          (a) No Rights of Stockholders. Except as otherwise provided herein, neither a
Participant nor a Participant’s legal representative shall be, or have any of the rights and
privileges of, a stockholder of the Company in respect of any Shares issuable under the Plan in
connection with any Award or Account, in whole or in part, unless and until certificates for such
Shares shall have been issued.




          (b) Transferability of Awards. No Award, and no right under any such Award, shall be
assignable, alienable, saleable or transferable by an employee Participant otherwise than by will
or by the laws of descent and distribution. No Award, and no right under any such Award, shall be
assignable, alienable, saleable or transferable by a Director Participant otherwise than: (i) by
will or by the laws of descent and distribution; (ii) to a trust for the benefit of the Director or
his or her immediate family; or (iii) to a member of the Director’s immediate family; provided,
however, that with respect to Restricted Stock Unit Awards, such Awards may not be transferred
under paragraphs (ii) and (iii) above until the issuance date of the Shares underlying the Stock
Units. During the Participant’s lifetime, rights under an Award shall be exercisable only by the
Participant, or if permissible under applicable law, by the Participant’s guardian or legal
representative.




          (c) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall
prevent the Company from adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or applicable only in
specific cases.




          (d) Governing Law. The validity, constrictions and effect of this Plan, agreements
entered into pursuant to this Plan, and of any rules, regulations, determinations or decisions made
by the Administrator relating to this Plan or such agreements, and the rights of any and all
persons having or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the State of Ohio, without
regard to its conflict of laws principles.




          (e) Severability. If any provision of the Plan or any Award Agreement is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person,
Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Administrator, such provision shall be construed or deemed amended to conform to applicable laws,
or if it cannot be so construed or deemed amended without, in the determination of the
Administrator, materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.




          (f) No Trust or Fund Created. Neither the Plan nor any Award (including the
establishment of a Stock Unit Account) shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company and a Participant or any other
person. To the extent that any person acquires a right to receive an Award, or Shares pursuant to
an Award, from the Company pursuant to this Plan, such right shall be no greater than the right of
any unsecured general creditor of the Company.




          (g) Withholding. The Company shall be authorized to withhold from any Awards granted
or any transfer made under any Award or under the Plan or from any dividend equivalents to be paid
on Stock Units the amount (in cash, Shares, other securities, or other property) of any taxes
required to be withheld in respect of a grant, exercise, payment or settlement of an Award or any
payment of dividend equivalents under Stock Units or





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under the Plan and to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of any such taxes.




          (h) No Right to Continued Employment or Board Membership. The grant of an Award or
establishment of a Stock Unit account shall not be construed as giving a Participant the right to
be retained as an employee or director of the Company. The Board may at any time fail or refuse to
nominate a Participant for election to the Board, and the stockholders of the Company may at any
election fail or refuse to elect any Participant to the Board free from any liability or claim
under this Plan or any Award.




          (i) Cancellation. Any provision of the Plan or any Award Agreement to the contrary
notwithstanding, the Administrator may cause any Award granted hereunder to be cancelled in
consideration of a cash payment or alternative Award made to the holder of such cancelled Award
equal in value to the Fair Market Value of such cancelled Award on the date of cancellation.




          (j) Effective Date of Plan. The Plan shall be effective as of the Effective Date.




          (k) Term of the Plan. No Award shall be granted under the Plan after the ten-year
anniversary of the Effective Date of the Plan. However, unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award granted prior to the termination of the Plan
may extend beyond such date, and the authority of the Administrator to amend, alter, adjust,
suspend, discontinue, or terminate any such Award, or to waive any conditions or rights thereunder,
and the authority of the Board to amend the Plan, shall extend beyond such date.





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