Unassociated Document


    
      
        


    

    


    
      	 	
              Haynes
                International, Inc.

              1020
                West Park Avenue

              P.O.
                Box 9103

              Kokomo,
                Indiana 46904-9013

              765-456-6000
                / Fax: 765-456-6905

            


    

    


    


    October
      1, 2008

    


    


    HAYNES
      INTERNATIONAL, INC.

     

    NONQUALIFIED
      STOCK OPTION AGREEMENT

     

    


    Dear
      Mark
      Comerford:

    


    The
      Compensation Committee of the Board of Directors of Haynes International, Inc.
      (the "Company") on October 1, 2008 ("Date of Grant") has granted you an option
      (the "Option") to purchase 20,000 Shares of the Company’s Common Stock, $0.001
      par value, pursuant to the Haynes International, Inc. 2007 Stock Option Plan,
      dated as of January 18, 2007 (the "Plan") and in accordance with the terms
      of
      the Executive Employment Agreement dated as of September 8, 2008 between you
      and
      the Company (the "Employment Agreement"), upon the following terms and
      conditions set forth in this Nonqualified Stock Option Agreement (the
      "Agreement"):

     

    1. PURCHASE
      PRICE OF THE OPTION. The purchase price of the Shares subject to the Option
      is
      $46.83 per Share which is equal to the Fair Market Value per Share as of the
      Date of Grant. You must pay this purchase price by personal or bank cashier's
      check at the time the Option is exercised; provided, however, that, with the
      approval of the Committee, you may exercise the Option by (i) tendering to
      the
      Company certificates representing whole Shares owned by you duly endorsed for
      transfer, or (ii) surrendering a sufficient portion of the vested Option based
      on the difference between the exercise price of the Option and the Fair Market
      Value at the time of exercise of the Shares subject to the Option, or (iii)
      any
      combination of (i) and/or (ii) and cash, together having a Fair Market Value
      equal to the exercise price of the Shares with respect to which the Option
      is
      exercised. For this purpose, any Shares so tendered or withheld shall be deemed
      to have a Fair Market Value as determined under the Plan.

     

    To
      exercise the Option, you must send written notice to the Committee at the
      address provided in SECTION 11 of this Agreement. Such notice shall (1) state
      the number of Shares being purchased pursuant to the Option; (2) be signed
      by
      the person or persons exercising the Option; and (3) be accompanied by payment
      of the full purchase price of such Shares (as provided above). Certificates
      evidencing Shares of the Company shall not be delivered to you until an
      appropriate notice has been delivered and payment has been made.

     

    2. OPTION
      TERM AND VESTING. The term of the Option (the "Option Term") shall be a period
      of ten (10) years from the Date of Grant, subject to earlier termination as
      provided in SECTIONS 3 and 4 or as may be provided in the Plan. Except as
      otherwise provided below in SECTIONS 3 or 4 which provide for accelerated
      vesting under certain circumstances, the Option shall become exercisable with
      respect to 33-1/3 percent of the total number of Shares covered by the Option
      on
      the first anniversary of the Date of Grant and with respect to an additional
      33-1/3 percent on each of the second anniversary and the third anniversary
      of
      the Date of Grant, respectively. When the Option becomes exercisable with
      respect to any Shares, those Shares may be purchased at any time, or from time
      to time, in whole or in part, until the Option Term expires, subject to the
      terms of this Agreement and the Plan.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    3. TERMINATION
      OF EMPLOYMENT OR SERVICE. Notwithstanding the vesting schedule set forth in
      SECTION 2:

     

    (a) If
      you
      cease to be an Employee of the Company due to a Termination for Cause (as
      defined in the Employment Agreement), all outstanding Options whether vested
      or
      unvested shall be void and deemed to be forfeited upon the date your employment
      or service ceases and shall not be exercisable to any extent whatsoever.


     

    (b) If
      you
      cease to be an Employee of the Company due to (i) your resignation without
      Good
      Reason (as defined in the Employment Agreement), or (ii) termination by the
      Company without Cause (as defined in the Employment Agreement) or your
      resignation for Good Reason (as defined in the Employment Agreement), in either
      case, prior to or more than 24 months after a Change in Control (as defined
      in
      the Employment Agreement), the unvested portion of the Option shall terminate
      immediately and the vested portion of the Option that is exercisable as of
      the
      date employment ceases shall remain exercisable for six (6) months following
      such termination, but not later than the expiration of the Option Term. If
      you
      do not exercise the Option during such period, the Option shall be void and
      deemed to have been forfeited upon the expiration of such period and shall
      be of
      no further force or effect.

     

    (c) If
      you
      cease to be an Employee of the Company due to your termination by the Company
      without Cause (as defined in the Employment Agreement) or your resignation
      for
      Good Reason (as defined in the Employment Agreement), in either case, within
      24
      months after a Change in Control (as defined in the Employment Agreement),
      the
      Option as of the effective date of such termination of employment, to the extent
      not previously vested and exercisable, shall become vested and exercisable
      upon
      the Release Effective Date (as defined in the Employment Agreement) and shall
      remain exercisable for six (6) months following such termination, but not later
      than the expiration of the Option Term. If you do not exercise the Option during
      such period, the Option shall be void and deemed to have been forfeited upon
      the
      expiration of such period and shall be of no further force or
      effect.

     

    (d) If
      you
      cease to be an Employee of the Company by reason of your death or Disability,
      the unvested portion of the Option shall immediately vest and become exercisable
      and the Option shall remain exercisable for six (6) months following the date
      of
      death or Disability, but not later than the expiration of the Option Term.
      If
      you, or your authorized representative in the case of death, do(es) not exercise
      the Option during such period, the Option shall be void and deemed to have
      been
      forfeited upon the expiration of such period and shall be of no further force
      or
      effect. 

     

    (e) If
      you
      cease to be an Employee of the Company by reason of your Retirement, the
      unvested portion of the Option shall terminate immediately, and the vested
      portion of the Option that is exercisable as of the date your employment or
      service ceases shall remain exercisable for six (6) months following the date
      of
      such Retirement, but not later than the expiration of the Option Term. If you
      do
      not exercise the Option during such period, the Option shall be void and deemed
      to have been forfeited upon the expiration of such period and shall be of no
      further force or effect.

     


    
      
         

      

      
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    (f) If
      you
      cease to be an Employee of the Company by reason of your Disability or death
      and
      only if price quotations for the Shares are not available on any exchange or
      national market system, you or the beneficial holder of the Option, as the
      case
      may be, shall have the right during the exercise period provided in SECTION
      3(d)
      above to demand that the Company purchase the vested portion of the Option
      from
      you, or such beneficial holder, at a value equal to the difference between
      the
      Fair Market Value of the Shares subject to the Option and the exercise price
      of
      such Option. 

     

    4. ADJUSTMENT;
      CHANGE IN CONTROL.

     

    (a) The
      Option may be adjusted or terminated in any manner as contemplated in the
      Plan.

     

    (b) Except
      as
      provided herein, the Option may be exercised in whole at any time or in part
      at
      any time to the extent that the Shares under the Option are then exercisable.
      In
      no event, however, may the Option be exercised after the expiration of the
      Option Term, as described in SECTION 6 below. 

     

    5. TRANSFER
      RESTRICTIONS. The Option is non-transferable otherwise than by will or the
      laws
      of descent and distribution. It may be exercised only by you, or if you die,
      by
      your executor, administrator, or person(s) to whom the Option is transferred
      by
      will or the laws of descent and distribution in accordance with SECTION
      3.

     

    6. EXPIRATION
      OF AGREEMENT. All rights to exercise the Option shall expire, in any event,
      upon
      the expiration of the Option Term.

     

    7. SHARE
      CERTIFICATES. Certificates evidencing Shares issued upon any exercise of the
      Option may bear a legend setting forth among other things such restrictions
      on
      the disposition or transfer of the Shares as the Company may deem appropriate
      to
      comply with federal and state securities laws.

     

    8. IMPACT
      OF
      AGREEMENT ON YOUR EMPLOYMENT OR SERVICE. Nothing contained in this Agreement
      or
      the Plan shall restrict the right of the Company or any of its Subsidiaries
      to
      terminate your employment or service at any time with or without Cause subject
      to any written employment agreement.

     

    9. AGREEMENT
      IS SUBJECT TO PLAN AND EMPLOYMENT AGREEMENT. This Agreement is subject to all
      terms, provisions, and conditions of the Plan, which is incorporated herein
      by
      reference and to such regulations as may from time to time be adopted by the
      Committee. This Agreement is further subject to the terms relating to the Option
      that are set forth in the Employment Agreement. In the event of any conflict
      between the provisions of the Plan and/or the Employment Agreement and the
      provisions of this Agreement, the terms, conditions, and provisions of the
      Plan
      and/or Employment Agreement shall control, and this Agreement shall be deemed
      to
      be modified accordingly. In the event of any conflict between the provisions
      of
      the Plan and the provisions of the Employment Agreement relating to the Option,
      the provision of the Employment Agreement shall control and this Agreement
      shall
      be deemed to be modified accordingly.

     


    
      
         

      

      
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    10. NATURE
      OF
      OPTION. This Agreement is intended to grant a Nonqualified Option.

     

    11. NOTICE.
      All notices by you to the Company and your exercise of the Option shall be
      addressed to Haynes International, Inc., 1020 West Park Avenue, P.O. Box 9013,
      Kokomo, IN 46902, ATTENTION: Compensation Committee, or such other address
      as
      the Company may, from time to time specify. 

     

    12. SECURITIES
      LAWS. Notwithstanding anything contained in this Agreement or in the Plan to
      the
      contrary, the Option may not be exercised until all applicable federal and
      state
      securities requirements pertaining to the offer and sale of the securities
      issued pursuant to the Plan have been met and the Company has been advised
      by
      counsel satisfactory to the Company that all applicable requirements have been
      met. If requested by the Committee, you agree to deliver to the Company such
      signed representations and covenants as may be necessary, satisfactory to the
      Company in the opinion of counsel, for compliance with applicable federal and
      state securities laws and such other instruments and agreements as the Committee
      may reasonably request.

     

    13. WITHHOLDING.
      The Company shall have the right to withhold from your regular cash
      compensation, if any, or from any payments under this Agreement, or require
      you
      to submit, amounts sufficient to satisfy any federal, state, or local income
      or
      employment tax withholding requirements arising from your exercise of any rights
      under this Agreement or make such other arrangements satisfactory to the Company
      with regard to such taxes, including the withholding of Shares of common stock
      that are subject to the Option, at such time as the Company deems necessary
      or
      appropriate for compliance with such laws. 

     

    14. DEFINITIONS.
      All capitalized terms not otherwise defined herein shall have the meanings
      assigned to them in the Plan. 

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              HAYNES
                INTERNATIONAL, INC.

            
	 	 
	 	 
	 	 
	 	
              /s/
                JOHN COREY

            
	 	
              John
                Corey, Chairman of the Board

            


    

    



    
      
         

      

      
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    ACCEPTANCE
      OF NONQUALIFIED STOCK OPTION AGREEMENT

     

    


    I
      hereby
      accept the terms and provisions of this Nonqualified Stock Option Agreement,
      dated October 1, 2008 ("Agreement"), and the Haynes International, Inc.
      ("Company") 2007 Stock Option Plan dated as of January 18, 2007 ("Plan"). I
      acknowledge that I have received a copy of the Plan and the Employment
      Agreement, and I am familiar with the terms and provisions of the Plan,
      Employment Agreement (as it relates to the Options) and the Agreement. I agree
      to accept as binding, conclusive, and final all decisions and interpretations
      of
      the Company's Board of Directors and Committee upon any questions arising under
      the Plan or this Agreement.

     

    Dated
      this 1st day of October, 2008.

     

    


    


     

    
      	 	
              /s/
                MARK COMERFORD

            
	 	
              Mark
                Comerford

            
	 	 
	 	  

	 	  

	 	
              Address