EX-10.7






Exhibit 10.7




RTI International Metals, Inc.




Executive Non-Change in Control Severance Policy




A. Applicability




     The following executive officers (the “Executives” and each an “Executive”) of RTI
International Metals, Inc. (the “Company”) who are appointed after the date of adoption, as set
forth below, are entitled to participate in this Non-Change in Control Severance Policy (the
“Policy”), as may be amended from time to time, together with any other executive officer who is
informed in writing by the Company of participation:



     Vice Chairman & Chief Executive Officer (“CEO”); President & Chief Operating Officer (“COO”);
Senior Vice President & Chief Financial Officer (“CFO”); Senior Vice President — Strategic
Planning & Finance (“SVP”); Executive Vice President (“EVP”); and Vice President & General Counsel (“GC”).



     If an Executive is entitled to payments and/or benefits under the Company’s Executive Change
in Control Severance Policy following Executive’s termination of employment, then its terms shall
control and the Executive shall not receive the payments and benefits provided under this Policy.



B. Definitions




     (1) “Cause” shall mean termination upon (i) any material breach by Executive of their Letter
Agreement, (ii) the Executive’s gross misconduct, (iii) the Executive’s gross neglect of their
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
the Executive that identifies the manner in which the Company believes that the Executive has not
acted in accordance with requirements and the Executive has failed to resume substantial
performance of their duties within fourteen (14) days of receiving such demand, (iv) the
Executive’s commission, indictment, conviction, guilty plea, or plea of nolo contendre to or of any
felony, a misdemeanor which substantially impairs the Executive’s ability to perform his or her
duties with the Company, act of moral turpitude, or intentional or willful securities law
violation, including Sarbanes-Oxley law violations, (v) the Executive’s act of theft or dishonesty
which is injurious to the Company, or (vi) the Executive’s violation of any Company policy,
including any substance abuse policy.



     (2) “Letter Agreement” shall mean the Executive’s employment letter agreement with the
Company.



     (3) “Payment Multiple” shall mean:



          (i) 2, in the case of the CEO;




          (ii) 1.5, in the case of the COO;




 









 








          (iii) 1.0, in the case of the CFO, SVP, EVP and GC.




C. Benefits




     (1) If Executive’s employment shall be terminated by the Company for Cause or by Executive
other than for the reasons set forth in subparagraph (3)(ii), below, no benefits shall be payable
pursuant to this Policy, and the Company shall pay Executive the benefits provided within his or
her Letter Agreement.



     (2) If Executive’s employment terminates by reason of Executive’s death or disability, no
benefits shall be payable pursuant to this Policy, and the Executive shall be entitled to the
benefits provided within his or her Letter Agreement and the Company’s retirement, survivor’s
benefits, insurance and other applicable programs and plans, then in effect.



     (3) In the event the Executive’s employment with the Company terminates prior to the
expiration of the Employment Period, as defined and specified within their Letter Agreement, on
account of (i) an involuntary termination of employment by the Company other than for Cause,
Executive’s death or disability or (ii) a voluntary termination by Executive within 90 days of a
(x) material breach of the Letter Agreement by the Company, or (y) reduction in the Executive’s
Base Salary (as defined in the Letter Agreement), without the Executive’s consent, then, except as
otherwise provided herein, the Executive shall receive the following:




     (i) A payment equal to the Payment Multiple times the amount of the Executive’s Base
Salary in effect immediately prior to the occurrence of the circumstances giving rise to
such termination. This payment shall be divided into equal monthly installments over a
period of months equal to the Payment Multiple times 12 (the “Payment Period”, which shall
commence upon the Executive’s separation from service). An amount equal to the first seven
monthly installments shall be payable on the first day following the six month, anniversary
of the Executive’s separation from service and successive monthly installments shall be paid
on each of the monthly anniversaries thereafter during the Payment Period. Notwithstanding
the foregoing, payments otherwise receivable by an Executive pursuant to this Policy shall
be reduced to the extent comparable compensation is received by Executive during the Payment
Period, and any such amounts actually received by Executive shall be reported to the Company
for purposes of offset.




     (ii) During the Payment Period, the Company will arrange to provide the Executive at
the Company’s expense with life, disability, accident and health insurance benefits
substantially similar to those which the Executive was receiving immediately prior to the
circumstances giving rise to such termination; but benefits otherwise receivable by the
Executive pursuant to this Policy shall be reduced to the extent comparable benefits are
actually received by the Executive during the Payment Period, and any such benefits actually
received by the Executive shall be reported to the Company for purposes of offset. The
benefits to be provided under this Paragraph C(3)(ii) will be provided as follows:



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          a. Life insurance benefits shall be provided through the reimbursement of Executive’s
premiums upon conversion to individual policy.




          b. The first eighteen (18) months of accident and health insurance coverage will be
available through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”). Provided the Executive timely elects COBRA continuation coverage, the Executive
shall continue to participate in all accident and health insurance plans he was
participating on the date of termination, and the Company shall pay the applicable premium.
To the extent that Executive had dependent coverage immediately prior to termination of
employment, such continuation of benefits for Executive shall also cover Executive’s
dependents for so long as Executive is receiving benefits under this Paragraph and such
dependents remain eligible. The COBRA continuation period for accident and health insurance
under this Paragraph shall be deemed to run concurrent with the continuation period
federally mandated by COBRA, or any other legally mandated and applicable federal, state, or
local coverage period.




          c. Following the conclusion of the COBRA continuation period, the Company will provide
coverage for the remainder of the Payment Period, if any, as follows:




	 	i.	 	If the relevant medical plan is self insured
(within the meaning of Code Section 105(h)), and such plan permits
coverage for the Executive, then the Company will continue to provide
coverage during the Payment Period and will annually impute income to
the Executive for the fair market value of the premium.
	 
	 	ii.	 	If, however, the plan does not permit the
continued participation following the end of the COBRA continuation
period as contemplated above, then the Company will reimburse Executive
for the actual cost to Executive of an individual medical insurance
policy obtained by Executive providing comparable coverage.






          d. Notwithstanding the foregoing, if at any time the Executive is eligible to enroll in
The Program of Hospital-Medical Benefits for Eligible Pensioners and Surviving Spouses of
RMI Titanium Company and the Executive elects to enroll in such plan in accordance with its
terms, accident and health insurance benefits shall be provided solely in accordance with
the terms of such plan without further obligation by Company.




          e. To the extent required by law, the Company will annually report as taxable wages
and/or impute income to the Executive the value of any taxable benefits and/or payments to
the Executive. Reimbursements to the Executive pursuant to the provisions of this Paragraph
3(C)(ii) above will be available only to the extent that (a) such expense is actually
incurred for any particular calendar year and reasonably substantiated; (b) reimbursement
shall be made no later than the end of the calendar year following the year in which such
expense is incurred by the Executive; (c) no reimbursement provided for any expense incurred
in one taxable year will affect the



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amount available in another taxable year; and (d) the right to this reimbursement is
not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing,
no reimbursement will be provided for any expense incurred following the Payment Period, or
for any expense that relates to coverage after the Payment Period contemplated by this
Policy.



D. Limitation




     If the Company elects not to extend the employment period of an Executive’s Letter Agreement
such that the employment period terminates, the non-extension shall not be treated, for purposes of
this Policy, as an involuntary termination of employment by the Company without Cause, or
constitute reason for the Executive to voluntarily terminate their employment for the reasons
specified in Paragraph C(3).



E. Amendment or Termination




     This Policy may be amended or terminated at any time in the Company’s discretion; provided,
however, that no such amendment or termination made simultaneously with or following an Executive’s
termination of employment shall be binding upon the Executive, or in any way adversely affect such
Executive’s rights under the Policy as it existed prior to such amendment or termination.



F. Section 409A




     (1) The provisions of the Policy shall be administered, interpreted and construed in a manner
necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder (“Section 409A”), or disregarded to the extent such provision
cannot be so administered, interpreted, or construed. For purposes of this Policy, an Executive
shall be considered to have experienced a termination of employment if the executive has terminated
employment with RTI International Metals, Inc. and all of its controlled group members within the
meaning of Section 409A. Whether an Executive shall have terminated employment will be determined
based on all of the facts and circumstances and in accordance with the guidance issued under
Section 409A.



     (2) With respect to payments subject to Section 409A of the Code (and not excepted therefrom),
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. Each payment with respect to post-termination
benefits under this Policy shall be treated as a separate payment and is intended to be excepted
from Section 409A to the maximum extent provided under Section 409A as follows: (i)
post-termination accident and health benefits are intended to be excepted from Section 409A to the
maximum extent provided under the medical benefits exceptions as specified in Treas. Reg. §
1.409A-1(b)(9)(v)(B); and (ii) post-termination life insurance benefits are intended to be excepted
under the limited payment exception as specified in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The
Company reserves the right to accelerate and/or defer any payment to the extent permitted and
consistent with Section 409A. An Executive shall have no right to designate the date of any
payment under this Policy.


Adopted February 22, 2007 and amended December 31, 2008.





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