Exhibit 10.1


 


AMENDMENT
NO. 1 TO


EXECUTIVE
EMPLOYMENT AGREEMENT


AND
CONSENT


 


This Amendment No.1 to Executive Employment Agreement and
Consent (the “Amendment”) amends that certain Executive Employment Agreement
(the “Original Agreement”) entered into as of September 8, 2008, by and
between Haynes International, Inc. (the “Company”), a Delaware
corporation, and Mark M. Comerford (the “Executive”).  All capitalized terms used but not defined
herein shall have the meanings set forth in the Original Agreement.


 


NOW, THEREFORE, in
consideration of the Executive’s continued employment with the Company and  the mutual promises, covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and pursuant to Sections 5(d) and
1(e)(4) of the Original Agreement, the Executive and the Company do hereby
agree to the following


 


Agreement


 


1.               Effective as of August 2, 2009, Section 1(d)(i) of
the Original Agreement is hereby amended and restated in its entirety as
follows:


 


(i)           
Annual Salary.  During the Employment Term and effective for all
pay periods commencing on and after August 10, 2009, the Executive’s
annual base salary of $425,000.00 per year will be reduced by 15% to an annual
base salary of $361,250, which reduced base salary will remain in effect until
restored to the original base salary by action of the Board.  Such salary, together with any subsequent
increases as directed by the Board from time to time, being hereinafter
referred to as the “Annual Salary.”


 


2.               Effective as of August 6, 2009, Section 1(d)(ii)(B) of
the Original Agreement is hereby amended to add the following at the end of the
section:


 


Notwithstanding the
preceding provisions, the Executive shall not be entitled to any cash bonuses
under the fiscal 2009 management incentive plan or (or any other plan for
fiscal 2009).


 


3.               The Executive consents to the following:


 


a.               A reduction of 15% in the Executive’s annual base
salary as described in paragraph 1 of this Amendment; and


 


b.              a reduction in the Executive’s annual cash bonus
potential under the fiscal 2009 management incentive plan or (or any other plan
for fiscal 2009) to zero.  The Executive
acknowledges and agrees that he will not be entitled to, nor receive, any bonus
of any kind for fiscal 2009.


 


4.               This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. The validity, meaning and effect of
this Amendment shall be determined in accordance with the laws of the State of
Indiana applicable to contracts made and to be performed in that State.


 


This Amendment Number One
to Executive Employment Agreement and Consent is executed as of the 6th day of August,
2009.


 

















 


	
   

  	
  HAYNES INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcel Martin

  
	
   

  	
   

  
	
   

  	
  Marcel Martin

  
	
   

  	
  Vice President –
  Finance, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Mark Comerford

  
	
   

  	
   

  
	
   

  	
  Mark Comerford