EX-10.1






TITANIUM METALS CORPORATION




AMENDED AND RESTATED

1996 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN




As Amended and Restated Effective November 15, 2005




1. Purpose. The purpose of the Amended and Restated 1996 Non-Employee Director
Compensation Plan is to promote the interests of the Company by providing an inducement to obtain
and retain the services of qualified persons who are neither employees nor officers of the Company
to serve as members of the Company’s Board of Directors.



2. Definitions.



(a) “Board” shall mean the Board of Directors of the Company.




(b) “Cause” shall mean any misappropriation of the assets of the Company or any of its
Subsidiaries resulting in material loss to such entity.




(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.




(d) “Company” shall mean Titanium Metals Corporation, a Delaware corporation.




(e) “Director” shall mean any person serving as a member of the Board.




(f) “Disability” shall mean the condition of a Grantee who is unable to engage in any
substantial gainful activities by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months.




(g) “Eligible Directors” shall mean those Directors eligible to participate in the Plan
pursuant to Section 4.




(h) “Fair Market Value” shall mean the last reported sale price of Stock on the New
York Stock Exchange (or other exchange upon which the Stock is traded as of the date of
determination).




(i) “Grantee” shall mean an Eligible Director who has been granted an Option.




(j) “Ineligible Directors” shall mean those Directors who are not Eligible Directors.




(k) “Meeting Fees” shall mean the daily rate of $1,000 to be paid to each Eligible
Director for such Eligible Director’s attendance at a regular or special meeting of the
Board or Board committee (in person or by telephone), or for performing other services at
the request of the Board or Board committee (other than related to Board or Board committee
meetings).




Provided, that, the meeting fee is intended to be paid on a daily rate basis and not on a
per meeting basis and covers any preparation time required for such meetings.




(l) “Option” shall mean an option to purchase shares of Stock, granted pursuant to the
Plan and subject to the terms and conditions described in the Plan. Options shall not be
incentive stock options within the meaning of Code Section 422A.




(m) “Optionee” shall mean a person who holds an Option.




(n) “Parent” shall mean a corporation of the type defined in Code Section 424(e).




(o) “Plan” shall mean this Amended and Restated 1996 Non-Employee Director Compensation
Plan, as it may be amended from time to time pursuant to Section 9.




(p) “Retainer” shall mean an annual retainer paid in quarterly installments to Eligible
Directors which shall be comprised of $20,000 in cash, plus a variable number of shares of
Stock to be determined in accordance with the following schedule:



	 	 	 
	RANGE OF CLOSING PRICE PER SHARE	 	NUMBER OF SHARES IN ANNUAL
	ON THE DATE OF GRANT	 	RETAINER STOCK GRANT
	Over $20

	 	500 shares
	 

	 	 
	 
	 	 
	$10 to $20

	 	1,000 shares
	 

	 	 
	 
	 	 
	$5 to $9.99

	 	1,500 shares
	 

	 	 
	 
	 	 
	Under $5

	 	2,000 shares
	 

	 	 







For service on Board committees, Eligible Directors shall be paid an annual cash
retainer in accordance with the following schedule, with each such retainer to be payable in
quarterly installments on the same dates as the cash portion of the annual Retainer for
Board service is paid:



	 	 	 	 	 
	COMMITTEE OR POSITION	 	ANNUAL RETAINER
	Audit Committee Member
	 	$	5,000	 
	 
	 	 	 	 
	Audit Committee Financial Expert
	 	$5,000 (in addition to committee retainer)
	 
	 	 	 	 
	Members of All Other Committees
	 	$	2,000	 
	 
	 	 	 	 







(q) “Stock” shall mean the Company’s $.01 par value common stock.




(r) “Subsidiary” shall mean a corporation of the type defined in Code Section 424(f).



3. Administration. The Plan shall be administered by the Board. The amount and
nature of the awards to be granted under the Plan, including grants of Options, shall be automatic
as described in Section 7. The Board, subject to the provisions of the Plan, have the power to
construe the Plan, to determine all questions thereunder and to adopt and amend such rules and
regulations for the administration of the Plan as they may deem desirable. Any interpretation,
determination, or other action made or taken by the Board shall be final, binding, and conclusive.
A majority of the total number of the Board members shall constitute a quorum for purposes of any
action by the Board, and the vote of a majority of the Board present at a meeting of the Board at
which a quorum is present shall be the act of the Board. Any action reduced to writing and signed
by all of the members of the Board shall be as fully effective as if it had been taken by a vote at
a meeting of the Board duly called and held. None of the Board shall be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or the Options.



4. Eligibility. All Directors of the Company shall be eligible to participate in the
Plan unless they are employees of the Company or any Subsidiary or Parent of the Company.



5. Shares Subject to the Plan




(a) Class. The shares which are to be made the subject of awards granted under
the Plan shall be the Company’s authorized but unissued Stock. In connection with the
issuance of Stock under the Plan, the Company may repurchase Stock in the open market or
otherwise.




(b) Aggregate Amount. The total number of shares of Stock authorized under the
Plan shall not exceed 52,500 (subject to adjustment under Section 10(c)). If any
outstanding Option under the Plan expires or is terminated for any reason, then the Stock
allocable to the unexercised portion of such Option shall not be charged against the
limitation of this Section 5(b) and may again become the subject of an Option granted under
the Plan.




	 	6.	 	Retainer/Meeting Compensation.






(a) Cash Portion of Retainer. The cash portion of the Board and committee
Retainers shall be paid to each Eligible Director quarterly in advance on or around the
first business day of each calendar quarter following the election or re-election of such
Eligible Director by the stockholders at the annual meeting (or by the Board, in the case of
a filled vacancy), and no payment of partial quarterly fees will be made or required for
partial calendar quarters served by a new director and/or committee member before the next
regular quarterly payment and no director and/or committee member who ceases to serve shall
be required to reimburse the Company for the remainder of the calendar quarter following
such termination of service.




(b) Stock Portion of Retainer. Certificates representing the stock portion of
the Retainer shall be delivered to each Eligible Director as soon as practicable following
the election or re-election of such Eligible Director by the stockholders at the annual
meeting. Such certificates shall be registered in the name of the Eligible Director, and
all Stock so issued shall be fully paid and nonassessable. The Company shall pay any
issuance or transfer taxes with respect to the issuance of Stock.




(c) Meeting Fees/Daily Rate. Meeting Fees and the daily services rate shall be
paid in cash on or as soon as practicable after any regular or special meeting attended, or
performance of any other services for the Board or a committee of the Board, by an Eligible
Director.



7. Terms, Conditions and Form of Options. Each Option granted under the Plan shall be
evidenced by a written agreement substantially in the form attached hereto or in such other form as
the Board shall from time to time approve, which agreements shall be executed by a duly authorized
officer of the Company and shall comply with and be subject to the following terms and conditions:




(a) Option Grant Dates. Commencing in 1999, Options were granted automatically
to each Eligible Director elected at the annual meeting of stockholders of the Company as of
the date of such meeting. For any Eligible Director who was elected or appointed after the
annual meeting of the stockholders of the Company in a given year, the Options were granted
to such Eligible Director as of the date of his or her election or appointment. Commencing
in 2003, no further Options shall be granted under this Plan; however, all previously
granted Options shall remain issued, outstanding and exercisable in accordance with their
respective terms.




(b) Option Formula. Each Eligible Director received an Option to purchase a
specified number of shares of Stock on the grant date of the Option without further action
by the Board.




(c) Period of Options. Options granted under the Plan vest and become
exercisable on the first anniversary of grant date of the Option; and Options shall
terminate and cease to be exercisable on the tenth anniversary of the grant date of the
Option (subject to prior termination as provided in Sections 7(g) and (h) below).




(d) Option Price. The exercise price of each Option was the Fair Market Value
of a share of Stock on the date the Option was granted.




(e) Exercise of Options. Vested and exercisable Options may be exercised (in
full or in part) only by written notice of exercise delivered to the Company at its
principal executive office accompanied either (i) by cash payment of the aggregate exercise
price for all shares of Stock being acquired upon exercise of the Option (“Exercise for
Cash”), or (ii) written direction to deliver the shares of Stock being acquired upon
exercise of the Option to a registered broker dealer with instruction to sell such shares
for the account of Optionee, and to remit to the Company out of such sale proceeds a cash
payment equal to the aggregate exercise price for all shares of Stock being acquired upon
exercise of the Option (“Cashless Exercise”). Such Option shall be deemed to have been
exercised, with respect to an Exercise for Cash on the date both the notice and the cash
payment have been received by the Company (with the proceeds per share being calculated as
the difference between the Fair Market Value of the stock on the date of exercise and the
exercise price of the Option). Such Option shall be deemed to have been exercised with
respect to a Cashless Exercise on the sale date shown on the Grantee’s brokerage
confirmation or other confirmation of trade (with the proceeds per share being calculated as
the difference between the sale price of the stock shown on the brokerage confirmation or
other confirmation of trade and the exercise price of the Option).




(f) Transferability. No Option granted under the Plan shall be transferable
other than by will or by the laws of descent and distribution; provided, however, that the
Board may determine to grant Options that are transferable, without payment of
consideration, to immediate family members of the Grantee or to trusts or partnerships for
such family members, and may amend outstanding Options to provide for such transferability.
No interest of any Optionee in any Option shall be subject to attachment, execution,
garnishment, sequestration, the laws of bankruptcy or any other legal or equitable process.
Except as otherwise determined by the Board, during the lifetime of the Grantee, Options
shall be exercisable only by the Grantee or the Grantee’s guardian or legal representative.




(g) Death or Disability of Grantee. If a Grantee dies or terminates
performance of services as a Director because of Disability, any unvested and unexercisable
Option granted to such Grantee shall immediately and fully vest. Such Option, together with
any other vested and unexercisable Options granted to such Grantee, may be exercised, at any
time, or from time to time, prior to the earlier of (i) the termination of such Option in
accordance with Section 7(c), or (ii) one year after the date of Grantee’s death or
termination of services as a Director, at which date all then-outstanding and unexercised
Options granted to such Grantee shall terminate. In the case of death, an Option may be
exercised by the person or persons to whom the Optionee’s rights under the Option pass by
will or applicable law, or if no such person has such rights, by the Optionee’s executors or
administrators; provided that such person(s) consent in writing to abide by and be subject
to the terms of the Plan and the Option and such writing is delivered to the Company.




	 	(h)	 	Termination of Services as Director.






(i) If a Grantee’s performance of services for the Company and its Subsidiaries
shall terminate for any reason other than death or Disability or termination of
services as a Director for Cause, any unvested and unexercisable Option granted to
such Grantee shall immediately and fully vest. Such Option, together with any other
vested and exercisable Options granted to such Grantee, may be exercised, at any
time, or from time to time, prior to the earlier of (i) the termination of such
Option in accordance with Section 7(c) or (ii) three months after the date of such
Grantee’s termination of services as a Director, at which date all then-outstanding
and unexercised Options granted to such Grantee shall terminate.




(ii) If a Grantee’s performance of services as a Director is terminated for
Cause, any unvested and unexercisable Option granted to such Grantee shall terminate
as of the date of such termination of services. All Options previously granted to
such Grantee which are, as of the date of such termination of services, vested and
exercisable, may be exercised at any time, or from time to time, prior to the earlier
of (i) the termination of such Option in accordance with Section 7(c) or (ii) one
month after the date of such Grantee’s termination of services as a Director, at
which date all then-outstanding and unexercised Options granted to such Grantee shall
terminate. For this purpose of the Plan and any Option agreement, such Grantee’s
service shall be deemed to have terminated on the earlier of (A) the date when the
Grantee’s service in fact terminated or (B) the date when such Grantee received
written notice that his service is to terminate for Cause.




(i) No Rights as Shareholder. No Optionee shall have any rights as a
shareholder with respect to any Stock subject to an Option prior to the date of issuance to
such Optionee of a certificate or certificates for such shares.



8. Compliance With Other Laws and Regulations. The Plan, the grant and exercise of
Options under the Plan, and the obligation of the Company to transfer shares under such Options
shall be subject to all applicable federal and state laws, rules and regulations, including those
related to disclosure of financial and other information to Optionees, and to any approvals by any
government or regulatory agency as may be required. The Company shall not be required to issue or
deliver any certificates for shares of Stock prior to (a) the listing of such shares on any stock
exchange on which the Stock may then be listed, where such listing is required under the rules or
regulations of such exchange, and (b) the compliance with applicable federal and state securities
laws and regulations relating to the issuance and delivery of such certificates; provided, however,
that the Company shall make all reasonable efforts to so list such shares and to comply with such
laws and regulations.



9. Amendment and Discontinuance. The Board may from time to time amend, suspend or
discontinue the Plan; provided, however, that, the Plan shall not be amended without the consent of
the shareholders of the Company to the extent such consent is required under Rule 16b-3, Section
162(m) of the Code or any stock exchange or market quotation system on which the Stock is then
listed or quoted. Except where approval of the Board is required by applicable law, the power of
the Board to amend, suspend or discontinue the Plan shall be exercised by the Board.



10. General Provisions.




(a) Assignability. The rights and benefits under the Plan shall not be
assignable or transferable by an Eligible Director other than by will or by the laws of
descent and distribution, and, except for the Death Benefit described in Section 10(d)
below. Except as otherwise determined by the Board, during the lifetime of the Grantee,
Options granted under the Plan shall be exercisable only by the Grantee.




(b) Termination of Plan. No Options may be granted under the Plan after May
18, 2006 (or if such date is not a business day, on the next succeeding business day). The
Plan shall automatically terminate on the date all Options granted under the Plan have been
exercised or have terminated or expired.




(c) Adjustments in Event of Change in Stock. In the event of any change in the
Stock by reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of shares, or of any similar change
affecting the Stock, the number and class of shares subject to outstanding Options, the
exercise price per share, and any other terms of the Plan or the Options which in the
Board’s sole discretion require adjustment shall be appropriately adjusted consistent with
such change in such manner as the Board may deem appropriate.




(d) Death Benefit. In the event that any Eligible Director’s services should
terminate because of death, the Company shall pay in cash to such Eligible Director’s
designated beneficiary or beneficiaries (or the Eligible Director’s estate if no beneficiary
is designated) an amount equal to the cash portion of the annual Board and any committee
Retainers, whether or not the Eligible Director has received any of such Retainer in such
year.




(e) No Right to Continue as a Director. Neither the Plan, nor the granting of
an Option nor any other action taken pursuant to the Plan, shall constitute or be evidence
of any agreement or understanding, express or implied, that the Company will retain a
Director for any period of time, or at any particular rate of compensation.




(f) ERISA. The Plan is not an employee benefit plan which is subject to the
provisions of the Employee Retirement Income Security Act of 1974, and the provisions of
Section 401(a) of the Code are not applicable to the Plan.




(g) Non-Statutory Options. All Options granted under the Plan shall be
non-statutory options not entitled to special tax treatment under Section 422A of the Code.




(h) Effective Date of the Plan. The Plan originally took effect on May 18, 1996
(ten days following last adoption by the stockholders of the Company on May 8, 1996). The
Plan was originally adopted by the Board on March 29, 1996, was subsequently amended by the
Board on April 15, 1996, and was amended and restated by the Board on February 14, 1997,
February 19, 1998, May 19, 1998, February 23, 1999, February 28, 2001, June 8, 2001, May 7,
2002, May 20, 2003, October 1, 2004 and November 15, 2005. The Plan was originally adopted
by the stockholders of the Company on March 29, 1996, and again on May 8, 1996 following the
amendment of the Plan by the Board.




(i) Effect of Amendment and Restatement of the Plan. This amended and restated
version of the Plan shall amend and supersede in its entirety previous versions of the Plan,
provided, however, that such amendment and restatement is not intended to affect the
validity of any actions taken under previous versions of the Plan, as summarized on
Exhibit A hereto.




(j) Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Colorado and construed
accordingly.




(k) Variation of Pronouns. All pronouns and any variations thereof contained
herein shall be deemed to refer to masculine, feminine, neuter, singular or plural, as the
identity of the person or persons may require.