**Exhibit 10.2****RTI International Metals, Inc.****Executive Change in Control Severance Policy****A.****Applicability**     The following executive officers (the “Executives” and each an “Executive”) of RTIInternational Metals, Inc. (the “Company”) who are appointed after the date of adoption, as setforth below, are entitled to participate in this Change in Control Severance Policy (the “CICSeverance Policy”), as may be amended from time to time, together with any other executive officerwho is informed in writing by the Company of participation:     **Vice Chairman and Chief Executive Officer (“CEO”); President and Chief Operating Officer(“COO”); Senior Vice-President and Chief Financial Officer (“CFO”); Executive Vice-President(“EVP”); and Vice-President and General Counsel (“GC”).**     If an Executive is entitled to payments and/or benefits under this CIC Severance Policyfollowing Executive’s termination of employment, then this CIC Severance Policy shall control andthe Executive shall not receive the payments and benefits provided under the Company’s ExecutiveNon-Change in Control Severance Policy.**B.****Definitions**     (1) “Cause” shall mean termination upon (i) any material breach by Executive of their LetterAgreement, (ii) the Executive’s gross misconduct, (iii) the Executive’s gross neglect of theirduties with the Company, insubordination or failure to follow the lawful directives of the Board ofDirectors of the Company, in each case after a demand for substantial performance is delivered tothe Executive that identifies the manner in which the Company believes that the Executive has notacted in accordance with requirements and the Executive has failed to resume substantialperformance of their duties within fourteen (14) days of receiving such demand, (iv) theExecutive’s commission, indictment, conviction, guilty plea, or plea of *nolo contendre*to or of anyfelony, a misdemeanor which substantially impairs the Executive’s ability to perform his or herduties with the Company, act of moral turpitude, or intentional or willful securities lawviolation, including Sarbanes-Oxley law violations, (v) the Executive’s act of theft or dishonestywhich is injurious to the Company, or (vi) the Executive’s violation of any Company policy,including any substance abuse policy.     (2) For purposes of this CIC Severance Policy, a “Change in Control” of the Company shall bedeemed to have occurred if     (A) Any person (within the meaning of that term as used in Sections 13(d) and 14(d) ofthe Exchange Act (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of securities of the Company representingthirty percent (30%) or more of the combined voting power of the Company’s then outstandingvoting securities; provided, however, that for purposes of this CIC Severance Policy theterm “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 theCompany or any of its subsidiaries, (iii) an underwriter temporarily holding securitiespursuant to an offering of such securities, or (iv) a corporation owned, directly orindirectly, by the stockholders of the Company in substantially the same proportions astheir ownership of stock of the Company, or
 

 
     (B) The following individuals cease for any reason to constitute a majority of thenumber of directors then serving on the Board of Directors of the Company; individuals who,on the date hereof are serving as directors on the Board and any new director (other than adirector whose initial assumption of office is in connection with an actual or threatenedelection contest, including but not limited to a consent solicitation, relating to theelection of directors of the Company) whose appointment or election by the Board ornomination for election by the Company’s stockholders was approved by a vote of at leasttwo-thirds (2/ 3 ) of the directors then still in office who either weredirectors on the date hereof or whose appointment, election or nomination for election waspreviously so approved, or     (C) There is consummated a merger or consolidation of the Company or a subsidiarythereof with any other corporation, other than a merger or consolidation which would resultin the holders of the voting securities of the Company outstanding immediately prior theretoholding securities which represent immediately after such merger or consolidation at least60% of the combined voting power of the voting securities of the entity surviving the mergeror consolidation, (or the parent of such surviving entity) or the shareholders of theCompany approve a plan of complete liquidation of the Company, or there is consummated thesale or other disposition of all or substantially all of the Company’s assets.     (3) “Exchange Act” shall mean the Securities Exchange Act of 1934.     (4) “Good Reason” shall mean, without the Executive’s express written consent, the occurrenceafter a Change in Control of the Company of any one or more of the following:     (A) The assignment to Executive of duties inconsistent with the Executive’s positionimmediately prior to the Change in Control;     (B) A material reduction or alteration in the nature of Executive’s position, duties,status or responsibilities from those in effect immediately prior to the Change in Control;     (C) The failure by the Company to continue in effect any of the Company’s employeebenefit plans, programs, policies, practices or arrangements in which Executive participates(or substantially equivalent successor or replacement employee benefit plans, programs,policies, practices or arrangements) or the failure by the Company to continue Executive’sparticipation therein on substantially the same basis, both in terms of the amount ofbenefits provided and the level of Executive’s participation relative to other participants,as existed immediately prior to the Change in Control;     (D) The failure of the Company to obtain a satisfactory agreement from any successor tothe Company to assume and agree to perform Executive’s Letter Agreement;     (E) Any purported termination by the Company of Executive’s employment that is noteffected pursuant to the termination requirements as may be set forth in Executive’s LetterAgreement; and     (F) The Company’s requiring Executive to be based at a location in excess of fifty (50)miles from the location where Executive is based immediately prior to the Change in Control.     (5) “Letter Agreement” shall mean the Executive’s employment letter agreement with theCompany.
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     (6) “Payment Multiple” shall mean:     2.5, in the case of the CEO;     2.0, in the case of the COO, CFO, EVP and GC;     (7) “Payment Period” shall mean a number of months equal to the Payment Multiple times 12,which for purposes of measurement shall commence upon the Executive’s separation from service.**C.****Benefits**     Following a Change in Control of the Company, upon termination of an Executive’s employmentwithin 24 months following the Change in Control Executive shall be entitled to the followingbenefits:     (1) If Executive’s employment shall be terminated by the Company for Cause or byExecutive other than for Good Reason, no benefits shall be payable pursuant to this CICSeverance Policy, and the Company shall pay Executive the benefits provided within his orher Letter Agreement.     (2) If Executive’s employment terminates by reason of Executive’s death or disability,no benefits shall be payable pursuant to this CIC Severance Policy, and the Executive shallbe entitled to the benefits provided within his or her Letter Agreement and the Company’sretirement, survivor’s benefits, insurance and other applicable programs and plans, then ineffect.     (3) If Executive’s employment by the Company is terminated (i) by the Company otherthan for Cause, Executive’s death or disability, or (ii) by Executive for Good Reason,Executive shall be entitled to the benefits provided in subparagraphs (i) through (v) below,which shall be in lieu of and cancel any further rights Executive has to receive any BaseSalary that would be otherwise due under his or her Letter Agreement:     (i) The Company will pay as severance benefits, a severance payment (the“Severance Payment”) equal to the product of the Payment Multiple times the sum of(x) Executive’s annual Base Salary in effect immediately prior to the occurrence ofthe circumstances giving rise to such termination, and (y) the amount equal toExecutive’s Annual Bonus. For purposes of the preceding sentence, Annual Bonusmeans the product of (x) the greater of (aa) Executive’s average actual BonusPercent for the three years immediately preceding the date of termination, orshorter period if Executive was employed for less than three years, and (bb)Executive’s target Bonus Percent at the time of termination, and (y) Executive’sBase Salary. For purposes of calculating Annual Bonus under the preceding sentence,Bonus Percent means the actual or target bonus amount paid or payable to Executivewith respect to a particular year or years divided by the Base Salary paid orpayable to Executive for such year or years. The Severance Payment shall be payableon the first day following the six month anniversary of Executive’s separation fromservice; provided, however, the Severance Payment must be repaid in full to theCompany in the event that the Employee violates his or her duty to maintain instrict confidence and not disclose any confidential information, as set forth in hisor her Letter Agreement, or provides or engages in the dissemination of false and/ordefamatory information pertaining to the Company, to its shareholders or otherwise;
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     (ii) The stock options previously issued to Executive under any option orincentive plan of the Company to purchase shares of Common Stock of the Company(Option Shares), as well as any previously unvested shares of restricted stockgranted to Executive, including any stock, cash or property intowhich any such shares, or shares underlying the stock options, have been converted, shallirrevocably vest upon any such termination;     (iii) In the event that Executive becomes entitled to the Severance Payments,if any of the Severance Payments or other portion of the Total Payments (as definedbelow) will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of theInternal Revenue Code (the “Code”), the Company shall pay to Executive at the timespecified below, an additional amount (the “Gross-Up Payment”) such that the netamount retained by Executive, after deduction of (1) any Excise Tax on the SeverancePayments and such other Total Payments, and (2) any federal, state and local incometax, FICA-Health Insurance tax, and Excise Tax upon the payment provided for by thisparagraph, shall be equal to the Severance Payments and such other Total Payments.Notwithstanding the foregoing provisions of this subparagraph, if it shall bedetermined that Executive is entitled to a Gross-Up Payment, but that the SeverancePayments and Total Payments would not be subject to the Excise Tax if such paymentswere reduced by an amount that is less than 20% of the portion of the payments thatwould be treated as “parachute payments” under Section 280G of the Code, then theamounts payable to Executive under this Policy shall be reduced (but not below zero)to the maximum amount that could be paid to Executive without giving rise to theExcise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be made toExecutive. The determination of which amounts payable hereunder will be reduced, ifapplicable, may be elected by Executive. For purposes of determining whether any ofthe payments will be subject to the Excise Tax and the amount of such Excise Tax,(1) any other payments or benefits received or to be received by Executive inconnection with a Change in Control of the Company or Executive’s termination ofemployment whether pursuant to the terms of this Policy or any other plan,arrangement or agreement with the Company, any person whose actions result in aChange of Control of the Company or any person affiliated with the Company or suchperson (together with the Severance Payment, the “Total Payments”) shall be treatedas “parachute payments” within the meaning of Section 280G(b)(2) of the Code, andall “excess parachute payments” within the meaning of Section 280G(b)(1) shall betreated as subject to the Excise Tax, except to the extent that in the opinion oftax counsel selected by the Company’s independent auditors and acceptable byExecutive such other payments or benefits (in whole or in part) do not constituteparachute payments, or such excess parachute payments (in whole or in part)represent reasonable compensation for services actually rendered within the meaningof Section 280G(b)(4) of the Code in excess of the base amount within the meaning ofSection 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (2)the amount of the Total Payments which shall be treated as subject to the Excise Taxshall be equal to the lesser of (A) the total amount of the Total Payments or (B)the amount of excess parachute payments within the meaning of Section 280G(b)(1)(after applying clause (1), above), and (3) the value of any non-cash benefits orany deferred payment or benefit shall be determined by the Company’s independentauditors in accordance with the principles of Sections 280G(d)(3) and (4) of theCode. For purposes of determining the amount of the Gross-Up Payment, Executiveshall be deemed to pay federal income taxes at the highest marginal rate of federalincome taxation in the calendar year in which the Gross-Up Payment is to be made andstate and
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local income taxes at the highest marginal rate of taxation in the state andlocality of Executive’s residence on the date of termination, net of the maximumreduction in federal income taxes which could be obtained from deduction of suchstate and local taxes. In the event that the Excise Tax is subsequently determinedto be less than the amount taken into account hereunder at the time of terminationof Executive’s employment, Executive shall repay to the Company at the time that theamount of such reduction in Excise Tax is finally determined the portion of theGross-Up Payment attributable to such reduction (plus the portion of the Gross-UpPayment attributable to the Excise Tax and federal and state and local income taximposed on the Gross-Up Payment being repaid by Executive if such repayment resultsin a reduction in Excise Tax and/or a federal and state and local income taxdeduction) plus interest on the amount of such repayment at the rate provided inSection 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determinedto exceed the amount taken into account hereunder at the time of the termination ofExecutive’s employment (including by reason of any payment the existence or amountof which cannot be determined at the time of the Gross-Up Payment), the Companyshall make an additional Gross-Up Payment in respect of such excess (plus anyinterest payable with respect to such excess) at the time that the amount of suchexcess is finally determined.The payment provided for in the paragraph above shall be made on the first dayfollowing the six month anniversary of Executive’s date of termination; provided,however, that if the amounts of such payments cannot be finally determined on orbefore such day, the Company shall pay to Executive on such day an estimate asdetermined in good faith by the Company of the minimum amount of such payments andshall pay the remainder of such payments (together with interest at the rateprovided in Section 1274(b)(2)(B) of the Code) as promptly as practicable followingcalculation thereof, but in no event more than 30 days following the initialestimate. In the event that the amount of the estimated payments exceeds the amountsubsequently determined to have been due, Executive shall repay such excess to theCompany on the fifth day after calculation of the correct amount and notice by theCompany (together with interest at the rate provided in Section 1274(b)(2)(B) of theCode;     (iv) During the Payment Period, the Company will arrange to provide Executiveat the Company’s expense with life, disability, accident and health insurancebenefits substantially similar to those which Executive was receiving immediatelyprior to the termination of employment; but benefits otherwise receivable byExecutive pursuant to this paragraph shall be reduced to the extent comparablebenefits are actually received by Executive during the Payment Period following hisor her termination, and any such benefits actually received by Executive shall bereported to the Company for purposes of offset. To the extent any such benefitscannot be provided on a non-taxable basis to Executive and the provision thereofwould cause any part of the benefits to be subject to additional taxes and interestunder Section 409A of the Code, then the provision of such benefits shall bedeferred to the earliest date upon which such benefits can be provided without beingsubject to such additional taxes and interest; and     (v) The Company shall pay Executive an additional amount equal to the excess of(x) minus (y), where (x) equals the sum of the pension, surviving spouse and/orsurvivor benefits on Executive’s behalf under the RTI Pension Plan and the RTISupplemental Pension Program if such benefits were calculated using (i) Executive’sactual age at termination plus the number of months in the Payment Period, (ii)Executive’s actual continuous service for benefit accrual
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purposes at termination plus the number of months in the Payment Period, (iii)the interest and mortality table specified by the plans for calculating lump sumdistributions as of the date of Executive’s termination of employment, (iv) theactuarial factors and assumptions that are in effect under the plans, usingExecutive’s age at termination of employment and (y) equals the sum of pension,surviving spouse’s benefits and/or survivor benefits which are actually payable onExecutive’s behalf under the RTI Pension Plan and the RTI Supplemental PensionProgram as of Executive’s termination of employment. For purposes of determiningthe amounts in (x) and (y) above, benefits will be based upon the amount ofimmediate pension payable in the form of a lump sum distribution under the terms ofthe applicable plan. The additional amount payable to Executive hereunder shall bepayable in the form of a lump sum distribution on the first day following the sixmonth anniversary of Executive’s separation from service.     (4) The Company shall also pay to Executive all reasonable legal fees and expensesincurred by Executive as a result of such termination of employment, including all such feesand expenses, if any, incurred in contesting or disputing any such termination or in seekingto obtain or enforce any right or benefit provided by this CIC Severance Policy or inconnection with any tax audit or proceeding to the extent attributable to the application ofSection 4999 of the Code to any payment or benefit provided hereunder.**D.****Amendment or Termination**     This CIC Severance Policy may be amended or terminated at any time in the Company’sdiscretion; provided, however, that no such amendment or termination made simultaneously with orfollowing a Change in Control shall be binding upon the Executive, or in any way adversely affectsuch Executive’s rights under the CIC Severance Policy as it existed prior to such amendment ortermination.Date of Adoption: February 22, 2007
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