TIMET Exhibit 10.20


    

      EXHIBIT
        10.20

      


      EMPLOYMENT
        AGREEMENT

      


      


      THIS
        EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the
        1st
        day of
        January, 2007 by Titanium Hearth Technologies, Inc., a Delaware corporation
        (the
“Company”), and Dr. Charles H. Entrekin (“Employee”).

       

      RECITALS

       

      WHEREAS,
        the Company and its affiliates (collectively, “TIMET”) are engaged in the
        business of the development, manufacture and sale of titanium or other specialty
        metals products (the “TIMET Business”); and 

       

      WHEREAS,
        the parties have determined that it would be in the best interests of the
        Company that the Company be assured of the services of Employee;

       

      NOW,
        THEREFORE, in consideration of the premises and of the covenants and agreements
        contained herein, and for other good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

       

      AGREEMENT

       

      1.  Employment.
        The
        Company hereby employs Employee, and Employee hereby agrees to be employed
        by
        the Company, upon the terms and subject to the conditions hereinafter set
        forth.

       

      2.  Term.
        The term
        of this Agreement shall begin on the date hereof and shall continue for an
        initial period of two (2) years and may be renewed for up to three additional
        one year terms thereafter as set forth below. At the end of the initial term
        and
        upon each of the next two subsequent anniversaries thereof, this Agreement
        shall
        automatically renew for successive one-year terms unless either party provides
        written notice of non-renewal at least sixty (60) days in advance of the
        anniversary date. Upon termination, all provisions of this Agreement shall
        terminate, with the exception of the post-employment provisions in Sections
        8,
        9, 10 and 11, which shall survive according to the terms provided for
        therein.

       

      3.  Duties.
        Employee
        shall initially hold the position of President and Chief Operating Officer
        of
        TIMET with the responsibilities and duties normally attendant to such position
        and shall report to the Chief Executive Officer of TIMET. Employee also shall
        undertake such different, additional or other duties and responsibilities
        as the
        Company may from time to time assign or delegate to Employee. Employee shall
        devote his entire business time, attention and energies to the Company’s
        business and shall not during the term of this Agreement be engaged in any
        other
        business activity except for those activities that do not interfere in any
        material way with the performance of his duties for TIMET and which are approved
        in advance by the Chief Executive Officer of TIMET. 

       

      4.  Compensation.

       

      (a)  As
        compensation for the services to be rendered by Employee hereunder, the Company
        agrees to pay to Employee a base salary of $550,000.00 per year (the “Base
        Salary”). Employee may receive increases to such Base Salary from time to time
        in the Company’s sole discretion. 

       

      (b)  Employee
        is eligible to participate in TIMET’s Profit Sharing Plan (the “Profit Sharing
        Plan”) according to the terms and conditions thereof. For services performed
        during calendar year 2007, Employee shall be entitled to receive a payment
        equal
        to 106% of his Base Salary for 2007 under the Profit Sharing Plan. Thereafter,
        Employee’s participation in the Profit Sharing Plan or any other bonus or profit
        sharing plan hereafter adopted shall be on the terms and conditions applicable
        to such plans.

       

      (c)  On
        March
        30, 2007, Employee shall receive a special one-time payment of $250,000.
        

       

      (d) All
        compensation payable hereunder shall be payable in accordance with the Company’s
        then-current payroll practices and shall be subject to customary payroll
        and
        other applicable taxes.

       

      5.  Other
        Benefits.
        During
        the term of his employment hereunder, Employee shall be entitled to participate
        in the Company’s employee benefit and group insurance programs, including life,
        long-term disability and health insurance programs, as well as the Company’s
        401(k) savings plan, on the same terms as the Company’s employees generally. In
        determining such benefits, Employee shall receive service credit for the
        number
        of full years of service relating to his prior employment with the Company,
        provided however, Employee acknowledges that he has no right to receive shares
        of stock or options to acquire stock of TIMET and all options and restricted
        shares of TIMET common stock that had been previously granted to Employee
        at any
        time have expired and are void. During the term hereof Employee shall also
        be
        entitled to receive a physical examination on an annual basis at the Company’s
        expense.

       

      6.  Reimbursement
        of Expenses.
        During
        the period Employee is employed hereunder, the Company shall reimburse Employee
        for reasonable and necessary out-of-pocket expenses advanced or expended
        by
        Employee or incurred by him for or on behalf of the Company in connection
        with
        his duties hereunder in accordance with the then-current policies of the
        Company
        upon presentation of appropriate vouchers or receipts as the Company may
        from
        time to time require.

       

      7.  Termination
        of Employment; Effect of Termination.

       

      (a)  The
        Company may terminate this Agreement and Employee’s employment at any time for
“cause.” For purposes hereof, “cause” shall mean: (i) Employee’s conviction of a
        felony or a crime (other than minor traffic offenses and misdemeanors not
        involving fraud, theft, embezzlement, moral turpitude or harm to persons
        or
        property) or (ii) Employee’s willful misconduct, gross negligence or
        refusal or failure to perform the duties assigned to him or as required by
        his
        position or by this Agreement. 

       

      (b)  In
        the
        event of the death or “disability” (as defined below) of Employee during the
        term of his employment or termination of Employee by the Company for “cause” (as
        defined above) or if Employee voluntarily resigns, the Company shall have
        no
        further liability hereunder other than the payment to Employee (or his estate,
        as the case may be) of: (i) accrued but unpaid Base Salary and bonus earned,
        if
        any, pursuant to the terms and conditions of the Profit Sharing Plan, in
        each
        case through the date of such termination, resignation, death or disability;
        and
        (ii) expenses incurred prior to such termination, resignation, death or
        disability that are subject to reimbursement under Section 6. 

       

      (c)  For
        purposes hereof, “disability” shall refer to Employee becoming physically or
        mentally disabled so that Employee is unable to perform his duties hereunder
        for
        a period of more than 90 consecutive days or more than 120 days in the aggregate
        during any consecutive 12 months. The disability of Employee will be determined
        by a medical doctor agreed upon in writing by Employee and the Company. If
        Employee and the Company cannot agree upon a medical doctor, each of them
        will
        select a medical doctor and the two medical doctors will select a third medical
        doctor who will determine whether Employee has a disability. The determination
        of the medical doctor selected under this Section 7(c) will be binding on
        the parties. Employee shall submit to reasonable examinations by the medical
        doctor making the determination of disability, and the other specialists
        designated by such medical doctor, and Employee hereby authorizes the disclosure
        and release to the Company of such determination and all supporting medical
        records. The Company shall be responsible for the payment of any medical
        fees
        and expenses incurred at the Company’s request in connection with the
        determination of whether or not Employee is disabled.

       

      (d) In
        the
        event of the Company’s termination of Employee without cause, or upon
        non-renewal of this Agreement by the Company prior to the termination of
        this
        Agreement on the fifth anniversary following the date of this Agreement,
        or upon
        a Change in Control (as defined below) of TIMET, Employee shall be entitled
        in
        any such case to receive as severance twelve (12) months of his then current
        Base Salary to be paid in semi-monthly installments over the twelve months
        following such termination. As used herein, a Change in Control of TIMET
        shall
        mean if any time during the term hereof the Simmons Holders (as defined below)
        shall cease to own or control at least 25% of TIMET’s issued and outstanding
        voting securities. “Simmons
        Holders”
        means
        (a) Harold C. Simmons (“Simmons”), (b) the spouse of Simmons (“Simmons Spouse”),
        (c) any trust established primarily for the benefit of Simmons or members
        of his
        family (including his spouse and/or his descendants (whether natural or
        adopted)) or both (such trusts, collectively, the “Simmons Trusts,” and such
        individuals, collectively, the “Simmons Trusts Beneficiaries”), (d) any trustee
        of the Simmons Trusts (such individuals, collectively, the “Simmons Trustees”),
        (e) any person controlled in the aggregate by any one or more of Simmons,
        Simmons Spouse, the Simmons Trusts, the Simmons Trusts Beneficiaries, the
        Simmons Trustees, Tremont LLC, Valhi, Inc., Valhi Holding Company, the Harold
        Simmons Foundation, the Simmons Family Foundation, and The Combined Master
        Retirement Trust (collectively, the “Simmons Associates” and together with
        Simmons, Simmons Spouse, the Simmons Trusts, the Simmons Trusts Beneficiaries,
        and the Simmons Trustees, the “Simmons Group”), (f) any managing director,
        general partner, director, limited partner, principal, officer, or employee
        of
        any of the Simmons Group, any employee benefit plan or pension fund of any
        of
        the Simmons Group, and any heirs, executors, administrators, testamentary
        trustees, legatees, or beneficiaries of any of the Simmons Group, or (g)
        a trust
        or custodianship, to the extent that the beneficiaries of which, or a
        corporation or partnership, the stockholders or general or limited partners
        of
        which, include only the Simmons Group, their respective spouses and former
        spouses and ancestors or lineal descendants (by blood or adoption). For purposes
        of this definition, the term “control” (including the correlative meanings, the
        terms “controlled by” and “under common control with”), as used with respect to
        any person shall mean the possession, directly or indirectly, of the power
        to
        direct or cause the direction of the management and policies of such person,
        whether through the ownership of voting securities, by contract, or
        otherwise.

      


      (e) Sections
        8, 9, 10 and 11 of this Agreement shall survive according to their terms
        any
        termination or expiration of this Agreement.

       

      8.  Non-Competition;
        Non-Interference.

       

      (a)  Employee
        agrees that he shall not in the United States or Europe, at any time during
        his
        employment by the Company and for a period equal to one (1) year following
        the
        termination of Employee’s employment with the Company, directly or indirectly,
        engage in, represent in any way, or be connected with, any titanium or specialty
        metals business competing with TIMET. For purposes of this Section 8, the
        phrase
“directly or indirectly engage in” shall include having a direct or indirect
        ownership interest (other than ownership of less than 5% of the outstanding
        voting securities of a business that is registered under Section 12 of the
        Securities Exchange Act of 1934, as amended) in any company or entity that
        engages in the business in question.

       

      (b)  Employee
        agrees that, at any time during his employment by the Company and for a period
        of
        one (1)
        year following the termination of Employee’s employment with the
        Company,
        he will
        not:

       

      (i)  Either
        directly or indirectly, seek to influence any of the Company’s employees to
        leave the Company’s employment; or 

       

      (ii)  Contact
        any person, business or entity that is a customer of TIMET as of the date
        of
        termination of Employee’s employment by the Company, or with whom Employee had
        contact during, and by reason of, Employee’s employment with the Company, for
        the purpose of developing, marketing or selling titanium or
        specialty metals
        products or services to such customers in competition with TIMET.

       

      (c)  Employee
        declares that the foregoing limitations are reasonable and necessary to protect
        the business of the Company and its affiliates. If any portion of the
        restrictions set forth in this Section 8 should, for any reason whatsoever,
        be
        declared invalid by a court of competent jurisdiction, the validity or
        enforceability of the remainder of such restrictions shall not thereby be
        adversely affected, but rather such court shall reform the provision deemed
        invalid so that it shall be as near to the terms of this Agreement as possible
        and still remain enforceable under applicable law.

       

      9.  Non-Disclosure
        of Confidential Information.
        Employee
        agrees that he shall not, during the term of his employment with the Company,
        and for three years thereafter, directly or indirectly, in any individual
        or
        representative capacity whatsoever, use for his own benefit or otherwise,
        or
        communicate to, divulge or disclose to, or use to the benefit of any person,
        firm, association, corporation or entity in any manner whatsoever, any
        confidential information of any kind, nature or description concerning any
        matter affecting or relating to the TIMET Business, including, without
        limitation: (i) the names of any of the prior or present clients, customers
        or
        accounts of TIMET; (ii) the prices for which TIMET obtains or has obtained,
        or
        at which it sells or has sold, its properties, products, services or raw
        materials; (iii) the names of the personnel of TIMET; (iv) the financial
        affairs
        of TIMET; (v) the methods and manner of operation of TIMET, including TIMET’s
        manufacturing plants, operations and third-party service providers; (iv)
        confidential or proprietary data belonging to, or developed by TIMET on behalf
        of, a TIMET customer; or (vii) the plans, trade secrets, technology, techniques,
        methods, marketing programs, confidential data or other proprietary information
        or intellectual property of any kind, nature or description of TIMET. Upon
        termination of his employment with the Company for any reason, Employee will
        promptly return all such information in his possession or under his control
        to
        the Company, together with all copies thereof. Without regard to whether
        any or
        all of the foregoing matters would be deemed confidential, material or
        important, the parties hereto stipulate that as between them, the same are
        important, material and confidential and materially affect the Company’s
        effective and successful conduct of its business. The foregoing restrictions
        and
        obligations under this Section 9 shall not apply to: (a) any information
        that is or becomes generally available to the public, other than as a result
        of
        a disclosure by Employee in violation of this Agreement; (b) information
        known
        by Employee prior to the time of disclosure by the Company; and (c) information
        disclosed in good faith to Employee by a third person legally entitled, to
        the
        best of Employee’s knowledge, to disclose the same.

       

      10.  Proprietary
        Property.
        Employee
        hereby discloses and assigns to TIMET Employee’s interest in any and all
        inventions, designs, trade secrets, processes, techniques, methods, discoveries,
        concepts, copyrightable or patentable works, or improvements (hereinafter
        collectively called “developments”), including all rights to obtain, register,
        perfect or enforce TIMET’s proprietary interest in such developments, that
        Employee discovers, conceives, and/or develops, either individually or jointly
        with others during the course of his employment with TIMET (including any
        and
        all developments based wholly or in part upon ideas conceived during Employee’s
        employment with TIMET), or while using TIMET’s data, facilities and/or materials
        provided in either such event the subject matter is one within TIMET’s field of
        interest. Employee’s obligation under this Section applies without regard to
        whether any idea for a development occurs to him during or after normal business
        hours. Employee further agrees that all developments as described herein
        are
        TIMET’s proprietary property in which TIMET has the exclusive legal rights,
        whether or not patent applications are filed thereon. “Subject matter within
        TIMET’s field of interest” includes any subject that TIMET reasonably considers
        relevant to any of its past, current or future projects or
        operations.

       

      11.  Right
        to Injunction.
        Employee
        recognizes, acknowledges and agrees that the restrictions contained in this
        Agreement are a reasonable and necessary protection of the legitimate interests
        of the Company. Employee further acknowledges and agrees that a violation
        or
        attempted violation on his part of any agreement in Section 8, 9 or 10 above
        would result in serious harm to the Company, that such harm would be
        irreparable, would be difficult to ascertain and for which there would be
        no
        adequate remedy at law. Accordingly, Employee agrees that, if Employee violates
        or attempts to violate on such Section of this Agreement, the Company shall
        be
        entitled as a matter of right to an injunction out of any court of competent
        jurisdiction, restraining any further violation of such agreements by him
        or his
        employees, partners or agents. Any exercise by the Company of its rights
        pursuant to this Section 11 shall be cumulative and in addition to any other
        remedies to which the Company may be entitled.

       

      12.  Miscellaneous.

       

      (a)  Amendment
        or Alteration.
        No
        amendment or alteration of the terms of this Agreement shall be valid unless
        made in writing and signed by both of the parties hereto.

       

      (b)  Governing
        Law.
        This Agreement shall be governed in all respects by the laws of the State
        of
        Texas, without application of the conflict of laws principles
        thereof.

       

      (c)  Severability.
        The
        holding of any provision of this Agreement to be illegal, invalid or
        unenforceable by a court of competent jurisdiction shall not affect any other
        provision of this Agreement, which shall remain in full force and
        effect.

       

      (d)  Notices.
        Any
        notice or other communication that one party desires to give to the other
        under
        this Agreement shall be in writing, and shall be deemed effectively given
        upon
        (i) personal delivery; (ii) transmission by facsimile; (iii) the third
        business day following deposit in any United States mail box, by registered
        or
        certified mail, postage prepaid, addressed to the other party at the address
        set
        forth below or at such other address as a party may designate by fifteen
        (15)
        days’ advance notice to the other party pursuant to the provisions of this
        Section; or (iv) delivery by any express service which results in personal
        delivery to the other party.

       

      If
        to
        Employee:

      


      Dr.
        Charles H. Entrekin

      150
        Foxgayte Lane

      Pottstown,
        PA 19465

      Facsimile
        No.: 610-469-0144

      


      


      If
        to the
        Company:

      


      Titanium
        Metals Corporation

      Three
        Lincoln Center

      5430
        LBJ
        Freeway

      Suite
        1700

      Dallas,
        Texas 75240

      Attention:
        Chief Executive Officer

      Facsimile
        No. 972-448-1445

      


      


      with
        a
        copy to: 

      


      Titanium
        Metals Corporation

      Three
        Lincoln Center

      5430
        LBJ
        Freeway

      Suite
        1700

      Dallas,
        Texas 75240

      Attention:
        General Counsel

      Facsimile
        No. 972-448-1445

      


      (e)  Waiver
        or Breach.
        It is
        agreed that a waiver by any party of a breach of any provision of this Agreement
        shall not operate or be construed as a waiver of any subsequent breach by
        that
        same party.

       

      (f)  Entire
        Agreement and Binding Effect.
        This
        Agreement contains the entire agreement of the parties with respect to the
        subject matter hereof and, except as otherwise specifically provided herein,
        shall be binding upon and inure to the benefit of the parties hereto and
        their
        respective legal representatives, heirs, distributees, successors and assigns.
        This Agreement supersedes and preempts any prior understandings, agreements
        or
        representations between the parties, written or oral, which may have been
        related to the subject matter hereof in any way.

       

      (g)  Assignment.
        This
        Agreement may not be transferred or assigned by Employee. Subject to the
        provisions contained in Section 7(d) of this Agreement, the Company may transfer
        or assign this Agreement to a company or firm that succeeds to the business
        of
        the Company.

       

      (h)  Headings.
        The
        Section headings appearing in this Agreement are for purposes of easy reference
        and shall not be considered a part of this Agreement or in any way modify,
        amend
        or affect its provisions.

       

      (i)  Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        an original, but all of which together shall constitute one instrument. This
        Agreement may be executed by facsimile signature which shall be valid for
        all
        purposes.

       

      (j)  Attorneys’
        Fees.
        The
        prevailing party in any dispute arising under this Agreement shall be entitled
        to recover such party’s reasonable expenses, including attorneys’ fees, incurred
        in connection therewith.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        and
        year first above written.

       

      


      TITANIUM
        HEARTH TECHNOLOGIES, INC.

      


      


       

      


       

      By: /s/Steven
        L. Watson        

       

      Name: Steven
        L. Watson        

       

      Title: Chief
        Executive Officer      

      


      


      


      /s/Charles
        H. Entrekin         


      Charles
        H. Entrekin, Employee