EXHIBIT
10.31


INDEMNIFICATION AGREEMENT


This Indemnification Agreement (this “Agreement”),
dated as of this 15th day of March, 2007, is made by and between Haynes
International, Inc., a Delaware corporation (the “Company”), and Anastacia
S. Kilian (“Indemnitee”).


RECITALS:


WHEREAS, Indemnitee, in her
capacity as Vice President — General Counsel of the Company, may be asked to
deliver legal opinions (collectively, the “Opinions”) in connection with
transactions the Company or its subsidiaries may enter into from time to time,
including, without limitation, the public offering of shares of the Company’s
common stock, par value $0.001 per share, in an offering underwritten by a
syndicate of underwriters represented by J.P. Morgan Securities Inc., or any
other offering of the Company’s securities;


WHEREAS, Indemnitee’s
willingness to provide Opinions is predicated, in substantial part, upon the
Company’s willingness to indemnify her in connection therewith to the fullest
extent permitted by the laws of the State of Delaware, and upon the other
undertakings set forth in this Agreement;


WHEREAS, in recognition of the
need to provide Indemnitee with substantial protection against personal
liability, in order to procure Indemnitee’s consent to deliver Opinions and in
order to provide such protection pursuant to express contract rights, intended
to be enforceable irrespective of, among other things, any provision of the
Company’s Restated Certificate of Incorporation, as amended from time to time,
or Amended and Restated By-Laws, as amended from time to time, the Company
desires to provide in this Agreement for indemnification of, and advancement of
Expenses (as defined below) to, Indemnitee as set forth in this Agreement and
for the continued coverage of Indemnitee under the Company’s directors’ and
officers’ liability insurance policies;


NOW, THEREFORE, in consideration
of the promises and the covenants contained herein, the Company and Indemnitee
do hereby covenant and agree as follows:


AGREEMENT:


ARTICLE I


Section 1.01.        Definitions.
 In addition to terms defined elsewhere
herein, the terms hereinafter set forth when used herein shall have the
following meanings and the following definitions shall be equally applicable to
both the singular and plural forms of any of the terms herein defined:


(a)           “Claim” means:
(i) any threatened, asserted, pending or completed claim, demand, action, suit
or proceeding, arbitration, alternate dispute resolution mechanism, 













investigation, inquiry, administrative hearing or proceeding, including
any and all appeals, whether civil, criminal, administrative, arbitrative,
investigative or other, whether formal or informal, and whether made pursuant
to federal, state or other law; and (ii) any threatened, pending or completed inquiry
or investigation, whether made, instituted or conducted by the Company or any
other person, including any federal, state or other governmental entity, that
Indemnitee determines might lead to the institution of any such claim, demand,
action, suit or proceeding.  For purposes
of this definition, the term “threatened” will be deemed to include Indemnitee’s
good faith belief that a claim or other assertion may lead to a Claim.


(b)           ““Disinterested
Director” means a director of the Company who is not and was not a party to
the Claim in respect of which indemnification is sought by Indemnitee.


(c)           “Expenses”
means all attorneys’ fees, disbursements and retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, fax transmission
charges, secretarial services, delivery service fees and all other
disbursements or expenses paid or incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, an Indemnifiable Claim, or
in connection with seeking indemnification under this Agreement. Expenses will
also include Expenses paid or incurred in connection with any appeal resulting
from any Indemnifiable Claim, including the premium, security for and other
costs relating to any appeal bond or its equivalent.  Expenses, however, will not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee


(d)           “Indemnifiable
Claim” means any Claim based upon, arising out of or resulting from any
actual, alleged or suspected incorrect statement of law or fact set forth in
any of the Opinions.


(e)           “Indemnifiable
Losses” means any and all Losses relating to, arising out of or resulting
from any Indemnifiable Claim.


(f)            “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced
in matters of corporation law and neither presently is, nor in the past five (5)
years has been, retained to represent: (i) the Company (or any Subsidiary), the
Board (or any committee) or Indemnitee in any matter material to either such
party (other than with respect to matters concerning the Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements);
or (ii) any other named (or, as to a threatened matter, reasonably likely to be
named) party to the Indemnifiable Claim giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.



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(g)           “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines,
penalties (whether civil, criminal or other) and amounts paid in settlements,
including all interest, assessments and other charges paid or payable in
connection with or in respect of any of the foregoing.


(h)           “Opinions”
has the meaning set forth in the Recitals to this Agreement.


(i)            “Subsidiary”
means an entity in which the Company directly or indirectly beneficially owns
fifty percent (50%) or more of the outstanding voting securities.


Section 1.02.        Indemnification
Obligation. Subject to Section 1.07, the
Company shall indemnify, defend and hold harmless Indemnitee, to the fullest
extent permitted or required by the Company’s Governance Documents and the laws
of the State of Delaware in effect on the date hereof, or as the same may from
time to time hereafter be amended, interpreted or replaced to increase the
scope of such permitted indemnification, against any and all Indemnifiable
Claims and Indemnifiable Losses; provided, however, that, except
as provided in Sections 1.04 and 1.23, Indemnitee shall not be
entitled to indemnification pursuant to this Agreement in connection with any
Claim initiated by Indemnitee against the Company or any director or officer of
the Company unless the Company has joined in or consented to the initiation of
such Claim.


Section 1.03.        Advancement
of Expenses. Indemnitee shall have the right to
advancement by the Company to the fullest extent permitted by the laws of the
State of Delaware prior to the final disposition of any Indemnifiable Claim of
any and all Expenses relating to, arising out of or resulting from any
Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee
determines are reasonably likely to be paid or incurred by Indemnitee.
Indemnitee’s right to such advancement is not subject to the satisfaction of
any standard of conduct. Without limiting the generality or effect of the
foregoing, within five (5) business days after any request by Indemnitee, the
Company shall, in accordance with such request (but without duplication): (a)
pay such Expenses on behalf of Indemnitee; (b) advance to Indemnitee funds in
an amount sufficient to pay such Expenses; or (c) reimburse Indemnitee for such
Expenses; provided  that Indemnitee shall repay, without interest,
any amounts actually advanced to Indemnitee that, at the final disposition of
the Indemnifiable Claim to which the advance related, were in excess of amounts
paid or payable by Indemnitee in respect of Expenses relating to, arising out
of or resulting from such Indemnifiable Claim. In connection with any such
payment, advancement or reimbursement, Indemnitee shall execute and deliver to
the Company an undertaking, which need not be secured and shall be accepted
without reference to Indemnitee’s ability to repay the Expenses, by or on
behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed by
the Company of Expenses relating to, arising out of or resulting from any
Indemnifiable Claim of which it shall have been determined, following the final
disposition of such Indemnifiable Claim and in accordance with Section 1.07,
that Indemnitee is not entitled to indemnification hereunder.


Section 1.04.        Indemnification
for Additional Expenses. Without limiting the
generality or effect of the foregoing, the Company shall indemnify and hold
harmless Indemnitee against and, if requested by Indemnitee, shall reimburse
Indemnitee for, or advance to Indemnitee, within five (5) business days of such
request, any and all Expenses paid or incurred 



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by Indemnitee or which Indemnitee determines are reasonably likely to
be paid or incurred by Indemnitee in connection with any Claim made, instituted
or conducted by Indemnitee for: (a) indemnification or reimbursement or advance
payment of Expenses by the Company under any provision of this Agreement, or
under any other agreement or provision of the Governance Documents now or
hereafter in effect relating to Indemnifiable Claims; and/or (b) recovery under
any directors’ and officers’ liability insurance policies maintained by the
Company, regardless in each case of whether Indemnitee ultimately is determined
to be entitled to such indemnification, reimbursement, advance or insurance
recovery, as the case may be; provided, however, that Indemnitee
shall return, without interest, any such advance of Expenses (or portion
thereof) that remains unspent at the final disposition of the Claim to which
the advance related.


Section 1.05.        Partial
Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any Indemnifiable Loss, but not for all of the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


Section 1.06.        Procedure
for Notification. To obtain indemnification under
this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss,
Indemnitee shall submit to the Company a written request therefor, including a
brief description (based upon information then available to Indemnitee) of such
Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of
such request, the Company has directors’ and officers’ liability insurance in
effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss
is potentially available, the Company shall give prompt written notice of such
Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in
accordance with the procedures set forth in the applicable policies. The
Company shall provide to Indemnitee a copy of such notice delivered to the
applicable insurers, and copies of all subsequent correspondence between the
Company and such insurers regarding the Indemnifiable Claim or Indemnifiable
Loss, in each case substantially concurrently with the delivery or receipt
thereof by the Company. The failure by Indemnitee to timely notify the Company
of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company
from any liability hereunder unless, and only to the extent that, the Company
did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and
such failure results in forfeiture by the Company of substantial defenses,
rights or insurance coverage.


Section 1.07.        Determination
of Right to Indemnification.


(a)           To the extent that
Indemnitee shall have been successful on the merits or otherwise in defense of
any Indemnifiable Claim or any portion thereof or in defense of any issue or
matter therein, including dismissal without prejudice, Indemnitee shall be
indemnified against all Indemnifiable Losses relating to, arising out of or
resulting from such Indemnifiable Claim in accordance with Section 1.02
and no Standard of Conduct Determination (as defined in Section 1.07(b))
shall be required.


(b)           To the extent that
the provisions of Section 1.07(a) are inapplicable to an Indemnifiable
Claim that shall have been finally disposed of, any determination of whether
Indemnitee has satisfied any applicable standard of conduct under Delaware law
that is a legally required condition precedent to indemnification of Indemnitee
hereunder against Indemnifiable Losses relating to, arising out of or resulting
from such 



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Indemnifiable Claim (a “Standard of Conduct Determination”)
shall be made as follows: (i) if Indemnitee shall have requested that the
Standard of Conduct Determination be made pursuant to this clause (i), (A) by a
majority vote of the Disinterested Directors, even if less than a quorum of the
Board, (B) if such Disinterested Directors so direct, by a majority vote of a
committee of Disinterested Directors designated by a majority vote of all
Disinterested Directors, or (C) if there are no such Disinterested Directors,
by Independent Counsel in a written opinion addressed to the Board, a copy of
which shall be delivered to Indemnitee; and (ii) if Indemnitee shall not have
requested that the Standard of Conduct Determination be made pursuant to clause
(i), by Independent Counsel in a written opinion addressed to the Board, a copy
of which shall be delivered to Indemnitee. Indemnitee will cooperate with the
person or persons making such Standard of Conduct Determination, including
providing to such person or persons, upon reasonable advance request, any documentation
or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to
such determination. The Company shall indemnify and hold harmless Indemnitee
against and, if requested by Indemnitee, shall reimburse Indemnitee for, or
advance to Indemnitee, within five (5) business days of such request, any and
all costs and expenses (including attorneys’ and experts’ fees and expenses)
incurred by Indemnitee in so cooperating with the person or persons making such
Standard of Conduct Determination.  The
person, persons or entity chosen to make the Standard of Conduct Determination
will act reasonably and in good faith in making such determination.


(c)           The Company shall
use its reasonable best efforts to cause any Standard of Conduct Determination
required under Section 1.07(b) to be made as promptly as practicable. If
(i) the person or persons empowered or selected under Section 1.07 to
make the Standard of Conduct Determination shall not have made a determination
within thirty (30) days after the later of (A) receipt by the Company of
written notice from Indemnitee advising the Company of the final disposition of
the applicable Indemnifiable Claim (the date of such receipt being the “Notification
Date”) and (B) the selection of an Independent Counsel, if such
determination is to be made by Independent Counsel, that is permitted under the
provisions of Section 1.07(e) to make such determination and (ii) Indemnitee
shall have fulfilled his or her obligations set forth in the second sentence of
Section 1.07(b), then Indemnitee shall be deemed to have satisfied the
applicable standard of conduct; provided  that such 30-day period
may be extended for a reasonable time, not to exceed an additional thirty (30)
days, if the person or persons making such determination in good faith requires
such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.


(d)           If (i) Indemnitee
shall be entitled to indemnification hereunder against any Indemnifiable Losses
pursuant to Section 1.07(a), (ii) no determination of whether Indemnitee
has satisfied any applicable standard of conduct under Delaware law is a
legally required condition precedent to indemnification of Indemnitee hereunder
against any Indemnifiable Losses, or (iii) Indemnitee has been determined or
deemed pursuant to Section 1.07(b) or (c) to have satisfied any
applicable standard of conduct under Delaware law which is a legally required
condition precedent to indemnification of Indemnitee hereunder against any
Indemnifiable Losses, then the Company shall pay to 



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Indemnitee,
within five (5) business days after the later of (x) the Notification Date in
respect of the Indemnifiable Claim or portion thereof to which such
Indemnifiable Losses are related, out of which such Indemnifiable Losses arose
or from which such Indemnifiable Losses resulted and (y) the earliest date on
which the applicable criterion specified in clause (i), (ii) or (iii) above shall
have been satisfied, an amount equal to the amount of such Indemnifiable
Losses.


(e)           If a Standard of
Conduct Determination is to be made by Independent Counsel pursuant to Section
1.07(b)(i), the Independent Counsel shall be selected by the Board, and the
Company shall give written notice to Indemnitee advising him or her of the
identity of the Independent Counsel so selected. If a Standard of Conduct
Determination is to be made by Independent Counsel pursuant to Section 1.07(b)(ii),
the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall
give written notice to the Company advising it of the identity of the
Independent Counsel so selected. In either case, Indemnitee or the Company, as
applicable, may, within ten (10) business days after receiving written notice
of selection from the other, deliver to the other a written objection to such
selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not satisfy
the criteria set forth in the definition of “Independent Counsel” in Section
1.01(j), and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person or
firm so selected shall act as Independent Counsel. If such written objection is
properly and timely made and substantiated, (i) the Independent Counsel so
selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit and
(ii) the non-objecting party may, at its option, select an alternative
Independent Counsel and give written notice to the other party advising such
other party of the identity of the alternative Independent Counsel so selected,
in which case the provisions of the two immediately preceding sentences and
clause (i) of this sentence shall apply to such subsequent selection and
notice. If applicable, the provisions of clause (ii) of the immediately
preceding sentence shall apply to successive alternative selections. If no
Independent Counsel that is permitted under the foregoing provisions of this Section
1.07(e) to make the Standard of Conduct Determination shall have been
selected within thirty (30) days after the Company gives its initial notice
pursuant to the first sentence of this Section 1.07(e) or Indemnitee
gives its initial notice pursuant to the second sentence of this Section 1.07(e),
as the case may be, either the Company or Indemnitee may petition the Court of
Chancery of the State of Delaware or other court of competent jurisdiction for
resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person or firm selected by the Court or
by such other person as the Court shall designate, and the person or firm with
respect to whom all objections are so resolved or the person or firm so
appointed will act as Independent Counsel. In all events, the Company shall pay
all of the reasonable fees and expenses of the Independent Counsel incurred in
connection with the Independent Counsel’s determination pursuant to Section 1.07(b).


Section 1.08.        Presumption
of Entitlement. In making any Standard of Conduct
Determination, the person or persons making such determination shall presume
that Indemnitee 



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has satisfied the applicable standard of conduct, and the Company may
overcome such presumption only by obtaining clear and convincing evidence to
the contrary. Any Standard of Conduct Determination that is adverse to
Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the
State of Delaware or other court of competent jurisdiction.  Neither the failure of any person, persons or
entity chosen to make a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief to make such
determination, nor an actual determination by such person, persons or entity
that Indemnitee has not met such standard of conduct or did not have such
belief, prior to or after the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
this Agreement under applicable law, will be a defense to Indemnitee’s claim or
create a presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular belief.


Section 1.09.        No
Other Presumption. For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere or its
equivalent, will not create a presumption that Indemnitee did not meet any
applicable standard of conduct or that indemnification hereunder is otherwise
not permitted.  In the event that any
Indemnifiable Claim to which Indemnitee is a party is resolved in any manner
other than by final adverse judgment (as to which all rights of appeal
therefrom have been exhausted or lapsed) against Indemnitee (including, without
limitation, settlement of such Indemnifiable Claim with or without payment of
money or other consideration) it will be presumed that Indemnitee has been
successful on the merits or otherwise in such Indemnifiable Claim. Anyone
seeking to overcome this presumption will have the burden of proof and the
burden of persuasion, by clear and convincing evidence.


Section 1.10.        Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights
Indemnitee may have under the Governance Documents, or the substantive laws of
the Company’s jurisdiction of incorporation, any other contract or otherwise
(collectively, “Other Indemnity Provisions”); provided, however,
that (a) to the extent that Indemnitee otherwise would have any greater right to
indemnification under any Other Indemnity Provision, Indemnitee will be deemed
to have such greater right hereunder and (b) to the extent that any change is
made to any Other Indemnity Provision which permits any greater right to
indemnification than that provided under this Agreement as of the date hereof,
Indemnitee will be deemed to have such greater right hereunder. The Company
will not adopt any amendment to any of the Governance Documents the effect of
which would be to deny, diminish or encumber Indemnitee’s right to
indemnification under this Agreement or any Other Indemnity Provision.


Section 1.11.        Liability
Insurance and Funding. For the duration of
Indemnitee’s service as an officer of the Company, and thereafter for so long
as Indemnitee shall be subject to any pending or possible Indemnifiable Claim,
the Company shall use commercially reasonable efforts (taking into account the
scope and amount of coverage available relative to the cost thereof) to cause
to be maintained in effect policies of directors’ and officers’ liability
insurance providing coverage for directors and/or officers of the Company that
is at least substantially comparable in scope and amount to that provided by
the Company’s current policies of directors’ and officers’ liability insurance
and would provide coverage for acts of the Company’s in-house general counsel.
The Company shall provide Indemnitee with a copy of all directors’ and officers’




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liability insurance applications, binders, policies, declarations,
endorsements and other related materials, and shall provide Indemnitee with a
reasonable opportunity to review and comment on the same. In all policies of
directors’ and officers’ liability insurance obtained by the Company,
Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits, subject to the same limitations, as
are accorded to the Company’s directors and officers most favorably insured by
such policy. The Company may, but shall not be required to, create a trust
fund, grant a security interest or use other means, including without
limitation a letter of credit, to ensure the payment of such amounts as may be
necessary to satisfy its obligations to indemnify and advance expenses pursuant
to this Agreement.


Section 1.12.        Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the related rights of recovery of
Indemnitee against other persons or entities (other than Indemnitee’s
successors). Indemnitee shall execute all papers reasonably required to
evidence such rights (all of Indemnitee’s reasonable Expenses, including
attorneys’ fees and charges, related thereto to be reimbursed by or, at the
option of Indemnitee, advanced by the Company).


Section 1.13.        No
Duplication of Payments. The Company shall not be
liable under this Agreement to make any payment to Indemnitee in respect of any
Indemnifiable Losses to the extent Indemnitee has otherwise actually received
payment (net of any unreimbursed Expenses of the Indemnitee incurred in
connection therewith) under any insurance policy, the Governance Documents and
Other Indemnity Provisions or otherwise in respect of such Indemnifiable Losses
otherwise indemnifiable hereunder.


Section 1.14.        Defense
of Claims. The Company shall be entitled to
participate in the defense of any Indemnifiable Claim or to assume the defense
thereof, with counsel reasonably satisfactory to the Indemnitee; provided
that if Indemnitee believes, after consultation with counsel selected by
Indemnitee, that: (a) the use of counsel chosen by the Company to represent
Indemnitee would present such counsel with an actual or potential conflict; (b)
the named parties in any such Indemnifiable Claim (including any impleaded
parties) include both the Company and Indemnitee and Indemnitee shall conclude
that there may be one or more legal defenses available to him or her that are
different from or in addition to those available to the Company; or (c) any
such representation by such counsel would be precluded under the applicable
standards of professional conduct then prevailing, then Indemnitee shall be
entitled to retain separate counsel (but not more than one law firm plus, if
applicable, local counsel in respect of any particular Indemnifiable Claim) at
the Company’s expense. The Company shall not be liable to Indemnitee under this
Agreement for any amounts paid in settlement of any threatened or pending
Indemnifiable Claim effected without the Company’s prior written consent. The
Company shall not, without the prior written consent of the Indemnitee, effect
any settlement of any threatened or pending Indemnifiable Claim to which the
Indemnitee is, or could have been, a party unless such settlement solely
involves the payment of money and includes a complete and unconditional release
of the Indemnitee from all liability on any claims that are the subject matter
of such Indemnifiable Claim. Neither the Company nor Indemnitee shall
unreasonably withhold its consent to any proposed settlement; provided  that
Indemnitee may withhold consent to any settlement that does not provide a
complete and unconditional release of Indemnitee.  Notwithstanding the foregoing, the Company
will not be entitled to assume the defense of any 



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Indemnifiable Claim as to which Indemnitee has reasonably made the
conclusion provided for in Section 1.14(b).


Section 1.15.        Action
by Indemnitee. 
In the event that (i) a determination is made pursuant to this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii)
an advancement of Expenses is not timely made pursuant to this Agreement, (iii)
no determination of entitlement to indemnification is made within the
applicable time periods specified in this Agreement or (iv) payment of
indemnified amounts is not made within the applicable time periods specified
herein, Indemnitee will be entitled to an adjudication in an appropriate court
of the State of Delaware, or in any other court of competent jurisdiction, of
his or her entitlement to such indemnification or payment of the advancement of
Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the
Commercial Arbitration Rules of the American Arbitration Association. The
provisions of Delaware law (without regard to its conflict of laws rules) will
apply to any such arbitration. The Company will not oppose Indemnitee’s right
to seek any such adjudication or award in arbitration.


Section 1.16.        Company
Bears Expenses if Indemnitee Seeks Adjudication.  In the event that Indemnitee, pursuant to Section
1.15, seeks a judicial adjudication or arbitration of his or her rights to
indemnification under, or to recover damages for breach of, this Agreement, any
other agreement for indemnification, the indemnification or advancement of
expenses provisions in the Governance Documents, payment of Expenses in advance
or contribution hereunder or to recover under any director and officer
liability insurance policies maintained by the Company, the Company will, if
Indemnitee ultimately is determined to be entitled to such indemnification,
payment of Expenses in advance or contribution or insurance recovery to the
fullest extent permitted by law, indemnify and hold harmless Indemnitee against
any and all Expenses that are paid or incurred by Indemnitee in connection with
such judicial adjudication or arbitration.


Section 1.17.        Company
Bound by Provisions of this Agreement.  The Company will be precluded from asserting
in any judicial or arbitration proceeding commenced pursuant to Section 1.15
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and will stipulate in any such judicial or arbitration
proceeding that the Company is bound by all the provisions of this Agreement.


Section 1.18.        Successors
and Binding Agreement.


(a)           The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the
business or assets of the Company, by agreement in form and substance
satisfactory to Indemnitee and his or her counsel, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent the
Company would be required to perform if no such succession had taken place.
This Agreement shall be binding upon and inure to the benefit of the Company
and any successor to the Company, including without limitation any person
acquiring directly or indirectly all or substantially all of the business or
assets of the Company whether by purchase, merger, consolidation,
reorganization or otherwise (and such successor will thereafter be deemed the 



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“Company” for purposes of this Agreement), but shall not otherwise be
assignable or delegatable by the Company.


(b)           This Agreement shall
inure to the benefit of and be enforceable by the Indemnitee’s personal or
legal representatives, executors, administrators, heirs, distributees, legatees
and other successors.


(c)           This Agreement is
personal in nature and neither of the parties hereto shall, without the consent
of the other, assign or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Sections 1.18(a) and (b).
Without limiting the generality or effect of the foregoing, Indemnitee’s right
to receive payments hereunder shall not be assignable, whether by pledge,
creation of a security interest or otherwise, other than by a transfer by the
Indemnitee’s will or by the laws of descent and distribution, and, in the event
of any attempted assignment or transfer contrary to this Section 1.18(c),
the Company shall have no liability to pay any amount so attempted to be
assigned or transferred.


Section 1.19.        Notices.
For all purposes of this Agreement, all communications, including without
limitation notices, consents, requests or approvals, required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given when hand delivered or dispatched by electronic facsimile transmission (with
receipt thereof orally confirmed), or five (5) business days after having been
mailed by United States registered or certified mail, return receipt requested,
postage prepaid or one (1) business day after having been sent for next-day
delivery by a nationally recognized overnight courier service, addressed to the
Company (to the attention of the Secretary of the Company) and to Indemnitee at
the applicable address shown below, or to such other address as any party may
have furnished to the other in writing and in accordance herewith, except that
notices of changes of address will be effective only upon receipt.




	
  If to the Company:

  	
   

  	
  Haynes International, Inc.

  
	
   

  	
   

  	
  1020 West Park Avenue

  
	
   

  	
   

  	
  P.O. Box 9013

  
	
   

  	
   

  	
  Kokomo, Indiana 46904-9015

  
	
   

  	
   

  	
  Attn.: Chief Financial Officer

  
	
   

  	
   

  	
  Tel.: (765) 456-6129

  
	
   

  	
   

  	
  Fax: (765) 456-6985

  
	
   

  	
   

  	
   

  
	
  If to
  Indemnitee:

  	
   

  	
  Anastacia S. Kilian

  
	
   

  	
   

  	
  1020 W. Park Avenue

  
	
   

  	
   

  	
  Kokomo, Indiana 46904

  
	
   

  	
   

  	
  Tel.: (765) 456-6110

  






 


Section 1.20.        Governing
Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware, without giving
effect to the principles of conflict of laws of such State. The Company and
Indemnitee each hereby irrevocably consent to the 



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jurisdiction of the Chancery Court of the State of Delaware for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the Chancery Court of the State of Delaware.


Section 1.21.        Validity.
If any provision of this Agreement or the application of any provision hereof
to any person or circumstance is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision
to any other person or circumstance shall not be affected, and the provision so
held to be invalid, unenforceable or otherwise illegal shall be reformed to the
extent, and only to the extent, necessary to make it enforceable, valid or
legal. In the event that any court or other adjudicative body shall decline to
reform any provision of this Agreement held to be invalid, unenforceable or
otherwise illegal as contemplated by the immediately preceding sentence, the
parties hereto shall take all such action as may be necessary or appropriate to
replace the provision so held to be invalid, unenforceable or otherwise illegal
with one or more alternative provisions that effectuate the purpose and intent
of the original provisions of this Agreement as fully as possible without being
invalid, unenforceable or otherwise illegal.


Section 1.22.        Miscellaneous.
No provision of this Agreement may be waived, modified, amended or discharged
unless such waiver, modification, amendment or discharge is agreed to in
writing signed by Indemnitee and the Company. No waiver by either party hereto
at any time of any breach by the other party hereto 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 or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter
hereof have been made by either party that are not set forth expressly in this
Agreement.


Section 1.23.        Legal
Fees and Expenses. It is the intent of the Company
that Indemnitee not be required to incur legal fees and or other Expenses
associated with the interpretation, exercise, enforcement or defense of
Indemnitee’s rights under this Agreement by litigation or otherwise because the
cost and expense thereof would substantially detract from the benefits intended
to be extended to Indemnitee hereunder. Accordingly, without limiting the
generality or effect of any other provision hereof, the Company irrevocably
authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s
choice, at the expense of the Company as hereafter provided, to advise and
represent Indemnitee in connection with any such interpretation, exercise,
enforcement or defense, including without limitation the initiation or defense
of any litigation or other legal action, whether by or against the Company or
any director, officer, stockholder or other person affiliated with the Company.
Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to Indemnitee’s
entering into an attorney-client relationship with such counsel, and in that
connection the Company and Indemnitee agree that a confidential relationship
shall exist between Indemnitee and such counsel. Without respect to whether
Indemnitee prevails, in whole or in part, in connection with any of the
foregoing, the Company will pay and be solely financially responsible for any
and all attorneys’ and related fees and expenses incurred by Indemnitee in
connection with any of the foregoing.



 11
 









Section 1.24.        Construction.  The parties have participated jointly in the
negotiation and drafting of this Agreement. 
In the event an ambiguity or question on intent or interpretation
arises, this Agreement must be construed as if drafted jointly by the parties
and no presumption or burden of proof must arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement.  The word “including” shall
mean including without limitation.  Any
reference to the singular in this Agreement shall also include the plural and
vice versa.  The word “knowledge” shall
mean knowledge obtained or obtainable after due inquiry and reasonable
investigation.


Section 1.25.        Headings.  The headings of the sections of this
Agreement are inserted solely for convenience of reference and shall not be
deemed to affect the meaning or interpretation of this Agreement.


Section 1.26.        Counterparts.
This Agreement may be executed in two counterparts, each of which will be
deemed to be an original but both of which together shall constitute one and
the same agreement.


[SIGNATURES APPEAR ON
FOLLOWING PAGE]



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IN WITNESS WHEREOF,
Indemnitee has executed and the Company has caused its duly authorized representative
to execute this Agreement as of the date first above written.


	
  

  	
  HAYNES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcel
  Martin

  
	
   

  	
   

  	
  Name: Marcel
  Martin

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “INDEMNITEE”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Anastacia S.
  Kilian

  
	
   

  	
   

  	
  Anastacia S.
  Kilian

  



 



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