exv10w1






Exhibit 10.1




[RTI International Metals, Inc. Letterhead]




May 17, 2010




James L. McCarley

RTI International Metals, Inc.

Westpointe Corporate Center One

1550 Coraopolis Heights Road

Pittsburgh, PA 15108-2973



Dear Mr. McCarley:



This Letter Agreement sets forth the basis upon which I have been authorized by the Board of
Directors of RTI International Metals, Inc. (“Company”) to employ you in the executive officer
position described in Paragraph 1 below for the Employment Period (as hereinafter defined). The
“Employment Period” shall initially be the period May 17, 2010 through May 16, 2013; provided,
however, that on May 17, 2013 and each May 17 thereafter, the Employment Period shall automatically
be extended for one additional year unless, not later than the immediately preceding February 17,
either you or the Company shall have given written notice to the other that you or it does not wish
to extend the Employment Period; and provided further that the Employment Period shall terminate
automatically when you attain age sixty-five (65). In the event this Letter Agreement is
terminated for any reason other than your death, your obligations as set forth in Paragraph 9 shall
survive and be enforceable notwithstanding such termination.




     1. During the Employment Period, you will serve as Executive Vice President — Operations of
the Company (or in any other executive officer position within the Company to which you may
hereafter be appointed), performing all duties and functions appropriate to that office, as well as
such additional duties as the Company’s Chief Executive Officer or Board of Directors may, from
time to time, assign to you. During the Employment Period, you will devote your full time and best
efforts to the performance of all such duties.



     2. During the Employment Period, the Company will pay you, in equal monthly installments on
regularly scheduled payroll dates, as compensation for your services an annual salary of $390,000.
This annual salary may be increased from time to time in the sole discretion of the Company, but
may only be decreased by the Company with your written consent. Such annual salary, whether
increased or decreased, shall constitute your “Base Salary”. In addition, you may be awarded such
bonuses as the Board of Directors of the Company determines to be appropriate under the Company’s
Pay Philosophy and Guiding Principles Governing Officer Compensation or any successor bonus plan.
You will also be eligible to participate in the Company’s stock incentive plan.



     3. In the event of your death during the Employment Period, your right to all compensation
under this Letter Agreement allocable to days subsequent to your death shall terminate and no
further payments shall be due to you, your personal representative, or your



 









 





James L. McCarley

May 17, 2010

Page 2



estate, except for (i) that portion, if any, of your Base Salary that is accrued and unpaid
upon the date of your death, payable on the regularly scheduled payroll date, (ii) any vested or
other benefits payable pursuant to the terms of any Company employee benefit plan, (iii) a
pro-rated bonus for year of termination, if earned based on performance for such year, and payable
at the time specified in such bonus plan or arrangement, and (iv) payment of three additional
months of Base Salary, payable on each of the first regularly scheduled payroll dates in the first
three months following your death.




     4. In the event you become physically or mentally disabled, in the sole judgment of physicians
selected by the Company’s Board of Directors, such that you cannot perform the duties and functions
contracted for pursuant to this Letter Agreement, and should such disability continue for at least
180 consecutive days (or in the judgment of such physicians, be likely to continue for at least 180
consecutive days), the Company may terminate your employment upon written notice to you. If your
employment is terminated because of physical or mental disability, your right to all compensation
under this Letter Agreement allocable to days subsequent to such termination shall terminate and no
further payments shall be due to you, your personal representative, or your estate, except for (i)
that portion, if any, of your Base Salary that is accrued and unpaid upon the date of termination,
payable on the regularly scheduled payroll date, (ii) any vested or other benefits payable pursuant
to the terms of any Company employee benefit plan, (iii) a pro-rated bonus for year of termination,
if earned based on performance for such year, and payable at the time specified in such bonus plan
or arrangement, and (iv) payment of three months of Base Salary for the period following your
termination of employment, payable in a lump sum within 60 days following the date of your
termination of employment.



     5. The Company may, upon written notice to you fixing the date of termination, terminate your
services during the Employment Period for any reason, including for Cause, as Cause is defined in
the following paragraph. In the event of your termination by the Company for Cause or your
voluntary termination, your right to receive continued compensation under this Letter Agreement
will terminate and no further installments will be paid to you, except for that portion, if any, of
your Base Salary that is accrued and unpaid upon the date of termination, payable on the regularly
scheduled payroll date; provided, further, that in such event you shall not be entitled to any
pro-rated bonus or other award for the year of termination.



     Termination by the Company of your employment for “Cause” shall mean termination upon (i) any
material breach by you of this Letter Agreement, (ii) your gross misconduct, (iii) gross neglect of
your duties with the Company, insubordination or failure to follow the lawful directives of the
Board of Directors of the Company, in each case after a demand for substantial performance is
delivered to you that identifies the manner in which the Company believes that you have not acted
in accordance with requirements and you have failed to resume substantial performance of your
duties within fourteen (14) days of receiving such demand, (iv) your commission, indictment,
conviction, guilty plea, or plea of nolo contendre to or of any felony, a misdemeanor which
substantially impairs your ability to perform your duties with the Company, act of moral turpitude,
or intentional or willful securities law violation, including Sarbanes-Oxley law violations, (v)
your act of theft or dishonesty which is injurious to the Company, or (vi) your violation of any
Company policy, including any substance abuse policy.



     6. In addition to your annual Base Salary as set forth in Paragraph 2 above, you will be
entitled in each calendar year to a vacation with pay in accordance with the vacation policies



 









 





James L. McCarley

May 17, 2010

Page 3



of the Company. You will also be entitled to participate in all of the Company’s existing and
future applicable employee benefit programs in accordance with the terms of such benefit program
plan documents, including the Supplemental Pension Plan, as amended from time to time.




     7. Except as expressly contemplated in the second and third sentences of this paragraph, you
will be entitled to participate in the Company’s Executive Severance Policies, as such may be
amended from time to time; provided that, you agree and acknowledge that if the Company elects not
to extend the Employment Period of this Letter Agreement such that the Employment Period
terminates, the non-extension shall not be treated, for purposes of the Executive Non-Change in
Control Severance Policy, as an involuntary termination of employment by the Company without Cause,
or constitute reason for you to voluntarily terminate your employment for the reasons specified
therein. As it relates to the Company’s Executive Change in Control Severance Policy (the “Change
in Control Policy”), by signing below you acknowledge and agree that you shall not be entitled to
receive any payment amounts pursuant to Section (C)(3)(iv) of the Change in Control Policy, which
provides for the payment of certain “gross-up” payments in connection with the receipt of Severance
Payments (as defined in the Change in Control Policy). For the avoidance of doubt, this means that
upon the triggering of the payment of any severance pursuant to the Company’s Change in Control
Policy, you will not be entitled to receive any “Gross-Up Payments” as contemplated by Section
(C)(3)(iv), and further, you will not have the right to receive payment from the Company for any
fees or expenses incurred in connection with any contest, dispute or tax audit or proceeding to the
extent attributable or relating to the application of Section 4999 of the Internal Revenue Code, as
contemplated under Section (C)(4) of the Change in Control Policy. Notwithstanding any provision
to the contrary otherwise contained herein or in the Executive Severance Policies, in no event
shall any amendment or amendments of the Executive Severance Policies made simultaneously with, or
following the first to occur of a Change in Control (as such term is defined in said Policies) or
termination of your employment, be binding or in any way adversely affect your rights under such
Policies as they existed prior to such amendment or amendments.



     8. This Letter Agreement shall inure to the benefit of and be enforceable by your personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amount would still be payable to you hereunder if you had
continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Letter Agreement, to your devisee, legatee or other designee or, if there is
not such designee, to your estate.



     9. As additional consideration for the compensation and benefits provided to you pursuant to
this Letter Agreement, you agree that you will not, for a period of twelve (12) months following
your separation from service, or, if longer, the period during which you are entitled to receive
severance payments under the Company’s Executive Non-Change in Control Severance Policy, directly
or indirectly, compete with, engage in the same business as, be employed by, act a consultant to,
or be a director, officer, employee, owner or partner, or otherwise participate in or assist
(including, without limitation, by soliciting customers for, or individuals to provide services
to), any business or organization (i) that has as a principal business the production of titanium
or titanium-related mill products or (ii) that competes with the Company in the fabrication of
titanium or titanium-related parts or products; provided, however, that such restrictions shall not
apply if your employment is terminated following a Change in Control of the Company, as such term
is defined in the Company’s Change in Control



 









 





James L. McCarley

May 17, 2010

Page 4



Policy, and you are entitled to benefits under such policy (as such benefits have been
modified as set forth in Paragraph 7 above) on account of such termination. In addition, you agree
that for the period of twelve (12) months following your separation from service, or, if longer,
the period during which you are entitled to receive severance payments (with such modifications as
set forth in Paragraph 7 above) under either of the Company’s Executive Non-Change in Control
Severance Policy or Change in Control Policy, you will not (i) directly or indirectly induce, or
attempt to influence, any employee of the Company or any subsidiary or affiliate thereof to
terminate his or her employment with the Company or any subsidiary or affiliate thereof or in any
manner seek to engage or seek to employ any such employee (whether or not for compensation) such
that such employee would thereafter be unable to devote his or her full efforts to the business
then conducted by the Company or any subsidiary or affiliate thereof or (ii) solicit, directly or
indirectly, either for yourself or any other person, any business related to the business of any
customer, supplier, licensee or other person having a business relationship with the Company, or
induce or attempt to induce any such person to cease doing business with the Company. For purposes
of this Paragraph 9, you will not be deemed to have breached your commitment merely because you
own, directly or indirectly, not more than one percent (1%) of the outstanding common stock of such
a corporation if at the time you acquire such stock, such stock is listed on a national securities
exchange or is regularly traded in the over-the-counter market by a member of either a national
securities exchange or the National Association of Securities Dealers, Inc. In order to protect
the interest of the Company, you will also maintain in strict confidence and not disclose to any
other person or entity any information received from any source in the Company or developed by you
in the course of performing your duties for the Company. This obligation shall not extend to: (a)
anything you can establish as known to you from a source outside the Company, (b) anything which
has been published or becomes published hereafter other than by you, or (c) anything which you
receive from a non-Company source without restriction on its disclosure. Should you breach or
threaten to breach the commitments in this Paragraph 9, and in recognition of the fact that the
Company would not under such circumstances be adequately compensated by money damages, the Company
shall be entitled, in addition to any other rights and remedies available to it, to an injunction
restraining you from such breach. Further, you acknowledge and agree that the provisions of this
Paragraph 9 are necessary, reasonable, and proportionate to protect the Company during such
non-competition period.




     10. (i) If any benefit provided under this Agreement is subject to the provisions of Section
409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(“Section 409A”), the provisions of the Agreement shall be administered, interpreted and construed
in a manner necessary to comply with Section 409A and the regulations issued thereunder (or
disregarded to the extent such provision cannot be so administered, interpreted, or construed.)
For purposes of this Letter Agreement, you shall be considered to have experienced a termination of
employment if your employment has terminated with RTI International Metals, Inc. and all of its
controlled group members within the meaning of Section 409A. Whether you have terminated
employment will be determined based on all of the facts and circumstances and in accordance with
the guidance issued under Section 409A. Each individual payment to be made following your
termination date shall be treated as a separate payment, and each such payment that is made within
the applicable 21/2 month period specified in Treas. Reg. § 1.409A-1(b)(4) is intended to be excepted
under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4).



 









 








James L. McCarley

May 17, 2010

Page 5




     (ii) With respect to payments subject to Section 409A of the Code (and not excepted
therefrom), if any, it is intended that each payment is paid on a permissible distribution event
and at a specified time consistent with Section 409A of the Code. The Company reserves the right
to accelerate and/or defer any payment to the extent permitted and consistent with Section 409A.
Notwithstanding any provision of this Agreement to the contrary, to the extent that a payment
hereunder is subject to Section 409A of the Code (and not excepted therefrom) and payable on
account of a termination of employment, such payment shall be delayed for a period of six months
after the date of termination (or, if earlier, your death) if you are a “specified employee” (as
defined in Section 409A of the Code and determined in accordance with the procedures established by
the Company). Any payment that would otherwise have been due or owing during such 6-month period
will be paid immediately following the end of the 6-month period in the month following the month
containing the 6-month anniversary of the date of termination. You shall have no right to
designate the date of any payment under this Agreement.



     11. The validity, interpretation, construction and performance of this Letter Agreement shall
be governed by the laws of the State of Ohio.


If the provisions of this Letter Agreement are acceptable to you, please sign one original copy of
this Letter Agreement and return it to me. You may retain the second signed original for your
files.




Very truly yours,




RTI International Metals, Inc.




	 	 	 	 	 
	 	 	 
	By  	/s/ Dawne S. Hickton
 	 	May 17,
2010 
Date 
	 	Dawne S. Hickton                         	 
	 	Vice Chair, President and

Chief Executive Officer 	 
	 	 
	CONFIRMED:

 	 	 
	/s/ James L. McCarley
 	 	May 17,
2010 
Date 
	James L. McCarley