Exhibit 10.1



 






EXHIBIT 10.1




RTI INTERNATIONAL METALS, INC.




2004 STOCK PLAN




DATED                    , 2004




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



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




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




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




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




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




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




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




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




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



 









 






office who either were directors at the beginning of the two year period
or whose appointment, election or nomination for election was previously
so approved, or




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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



 









 






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




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




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




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




     (aa) “Year” means a calendar year.



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



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




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




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




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




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




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




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




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




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




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




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




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



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



     5. SHARES SUBJECT TO THE PLAN.



     (a) Subject to adjustment as provided in Section 5(e) below, the number of
Shares available for issuance under the Plan over the 10 Year term of the Plan
shall be 2,500,000 plus the shares added to the Plan from the Prior Stock Plans
pursuant to Sections 5(b) and 5(c) hereof. Upon stockholder



 









 




approval of this Plan, no further grants or awards of any kind shall be made by
the Company under its Prior Stock Plans.




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



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



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



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



     6. OPTIONS. Options may be granted to Participants either alone or in
addition to other Awards granted under the Plan. The total number of Shares that
may be purchased pursuant to individual Option Awards shall be determined by the
Administrator at the time of grant. The Options granted may be either statutory
stock options intended to qualify under Section 422 of the Code or non-qualified
stock options that are not intended to qualify under Section 422 of the Code;
provided, however that Options granted to Directors will be non-statutory stock
options which will not qualify under Section 422 of the Code. Options shall have
the following terms and conditions:




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




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




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



 









 





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



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



     9. ANNUAL RETAINER TO DIRECTORS.



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



     (b) Grant of Restricted Stock. Each Director shall receive Restricted Stock
Awards consistent with Section 8 hereof and the other terms of this Plan upon
the completion of each Annual Meeting during the term of this Plan, and such
Award shall vest immediately prior to the next Annual Meeting following the date
of the grant. A stock certificate for the Shares under a Restricted Stock Award
will be issued in the name of the Participant and deposited, together with a
stock power endorsed in blank by the Participant, with the Company, until the
lapse of restrictions thereon. In the event a Participant is elected or
appointed on a date other than the date of the Annual Meeting, the Participant’s
Award shall be pro-rated such that the Participant shall receive the Restricted
Stock awarded on the date of the immediately preceding Annual Meeting,
multiplied by (i) the number of full calendar months before the next Annual
Meeting, divided by (ii) 12.



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



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



     10. OTHER STOCK-BASED AWARDS. The Administrator is hereby authorized to
grant to Participants such other Awards (including, without limitation,
Restricted Stock Unit Awards and rights to dividends and dividend equivalents)
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Administrator to be
consistent with the purposes of the Plan. Subject to the terms of the Plan, the
Administrator shall determine the terms and conditions of



 









 




such Awards. Shares or other securities delivered pursuant to a purchase right
granted under this Section 10 shall be purchased for such consideration, which
may be paid by such method or methods and in such form or forms, including,
without limitation, cash, Shares, other securities, other Awards, or other
property, or any combination thereof, as the Administrator shall determine, the
value of which consideration, as established by the Administrator, shall not be
less than the Fair Market Value of such Shares or other securities as of the
date such purchase right is granted.




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



     12. AMENDMENT AND TERMINATION. Except to the extent prohibited by
applicable law:




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




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



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



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



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



 









 





     16. GENERAL PROVISIONS.



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



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



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



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



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



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



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



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



     (i) Cancellation. Any provision of the Plan or any Award Agreement to the
contrary notwithstanding, the Administrator may cause any Award granted
hereunder to be cancelled in consideration of a cash



 









 




payment or alternative Award made to the holder of such cancelled Award equal in
value to the Fair Market Value of such cancelled Award on the date of
cancellation.




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



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