EX-10.1



 Exhibit 10.1 

July 1, 2014 
 Michael G. McAuley 

RTI International Metals, Inc. 
 Westpointe Corporate Center One

 1550 Coraopolis Heights Road 
 Pittsburgh, PA 15108-2973 

Dear Mr. McAuley: 
 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 position described in Paragraph 1 below for the Employment Period (as hereinafter defined).
The “Employment Period” shall initially be the period of July 1, 2014 through June 30, 2016; provided, however, that on July 1, 2016 and each July 1 thereafter, the Employment Period shall automatically be
extended for one additional year unless, not later than the immediately preceding March 31st , 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 Senior Vice President, Chief Financial Officer and Treasurer of the Company (or in any other 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 installments on regularly scheduled payroll dates, as
compensation for your services, an annual salary of $375,000. 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. 








 Michael G. McAuley 

July 1, 2014 
  Page
 2
 
  

 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 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. 








 Michael G. McAuley 

July 1, 2014 
  Page
 3
 
  

 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 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 eighteen (18) 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 that competes with the Company;
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 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. 








 Michael G. McAuley 

July 1, 2014 
  Page
 4
 
  

 
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
2 1⁄2 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). 








 Michael G. McAuley 

July 1, 2014 
  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
	    	 July 1, 2014

		 	Dawne S. Hickton	    	Date
		 	Vice Chair, President and	    	
		 	Chief Executive Officer	    	
		
	CONFIRMED:	    	
		
	 /s/ Michael G. McAuley
	    	 July 1, 2014

	Michael G. McAuley	    	Date