EX-10.6






Exhibit 10.6




December 31, 2008




Chad Whalen

RTI International Metals, Inc.

Westpointe Corporate Center One

1550 Coraopolis Heights Road

Pittsburgh, PA 15108-2973




Dear Mr. Whalen:



This Letter Agreement amends and restated the previous letter dated February 23, 2007, and 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 February 23, 2007 through April 26, 2010; provided, however, that on April 27, 2010
and each April 27 thereafter, the Employment Period shall automatically be extended for one
additional year unless, not later than the immediately preceding January 27, 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 Vice President and General Counsel 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 $200,000.
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



 









 





Chad Whalen

December 31, 2008

Page 2



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 for Cause, 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.




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Chad Whalen

December 31, 2008

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. 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. 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 which has as its principal business the production of titanium or
titanium-related 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 Executive Change in Control Severance Policy, and you are entitled to benefits under
such policy 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 under either of the Company’s Executive Non-Change in
Control Severance Policy or Executive Change in Control Severance 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



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Chad Whalen

December 31, 2008

Page 4



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).



     (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.



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Chad Whalen

December 31, 2008

Page 5




     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
	 	December 31, 2008
	 

	 	 
	 	 
	 

	 	Dawne S. Hickton
	 	Date
	 

	 	Vice Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 
	CONFIRMED:	 	 
	 
	 	 	 	 
	/s/ Chad Whalen

	 	December 31, 2008
	 	 	 
	Chad Whalen	 	Date







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