**Exhibit 10.1****RTI International Metals, Inc.****Executive Non-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 Non-Change in Control Severance Policy (the“Policy”), as may be amended from time to time, together with any other executive officer who isinformed 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 the Company’s Executive Changein Control Severance Policy following Executive’s termination of employment, then its terms shallcontrol and the Executive shall not receive the payments and benefits provided under this 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) “Letter Agreement” shall mean the Executive’s employment letter agreement with theCompany.     (3) “Payment Multiple” shall mean:2, in the case of the CEO;1.5, in the case of the COO;1.0, in the case of the CFO, EVP and GC.**C.****Benefits**     (1) If Executive’s employment shall be terminated by the Company for Cause or by Executiveother than for the reasons set forth in subparagraph (3)(ii), below, no benefits shall be
 

 
payable pursuant to this Policy, and the Company shall pay Executive the benefits providedwithin his or her Letter Agreement.     (2) If Executive’s employment terminates by reason of Executive’s death or disability, nobenefits shall be payable pursuant to this Policy, and the Executive shall be entitled to thebenefits provided within his or her Letter Agreement and the Company’s retirement, survivor’sbenefits, insurance and other applicable programs and plans, then in effect.     (3) In the event the Executive’s employment with the Company terminates prior to theexpiration of the Employment Period, as defined and specified within their Letter Agreement, onaccount of (i) an involuntary termination of employment by the Company other than for Cause,Executive’s death or disability or (ii) a voluntary termination by Executive within 90 days of a(x) material breach of the Letter Agreement by the Company, or (y) reduction in the Executive’sBase Salary (as defined in the Letter Agreement), without the Executive’s consent, then, except asotherwise provided herein, the Executive shall receive the following:     (i) A payment equal to the Payment Multiple times the amount of the Executive’s BaseSalary in effect immediately prior to the occurrence of the circumstances giving rise tosuch termination. This payment shall be divided into equal monthly installments over aperiod of months equal to the Payment Multiple times 12 (the “Payment Period”, which shallcommence upon the Executive’s separation from service). An amount equal to the first sevenmonthly installments shall be payable on the first day following the six month anniversaryof the Executive’s separation from service and successive monthly installments shall be paidon each of the monthly anniversaries thereafter during the Payment Period. Notwithstandingthe foregoing, payments otherwise receivable by an Executive pursuant to this Policy shallbe reduced to the extent comparable compensation is received by Executive during the PaymentPeriod, and any such amounts actually received by Executive shall be reported to the Companyfor purposes of offset.     (ii) During the Payment Period, the Company will arrange to provide the Executive atthe Company’s expense with life, disability, accident and health insurance benefitssubstantially similar to those which the Executive was receiving immediately prior to thecircumstances giving rise to such termination; but benefits otherwise receivable by theExecutive pursuant to this Policy shall be reduced to the extent comparable benefits areactually received by the Executive during the Payment Period, and any such benefits actuallyreceived by the Executive shall be reported to the Company for purposes of offset. To theextent any such benefits cannot be provided on a non-taxable basis to Executive and theprovision thereof would cause any part of the benefits to be subject to additional taxes andinterest under Section 409A of the Internal Revenue Code, then the provision of suchbenefits shall be deferred to the earliest date upon which such benefits can be providedwithout being subject to such additional taxes and interest.**D.****Limitation**     If the Company elects not to extend the employment period of an Executive’s Letter Agreementsuch that the employment period terminates, the non-extension shall not be treated, for purposes ofthis Policy, as an involuntary termination of employment by the Company without Cause, orconstitute reason for the Executive to voluntarily terminate their employment for the reasonsspecified in Paragraph C(3).
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**E.****Amendment or Termination**     This Policy may be amended or terminated at any time in the Company’s discretion; provided,however, that no such amendment or termination made simultaneously with or following an Executive’stermination of employment shall be binding upon the Executive, or in any way adversely affect suchExecutive’s rights under the Policy as it existed prior to such amendment or termination.Date of Adoption: February 22, 2007
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