EX-10.8






Exhibit 10.8




RTI International Metals, Inc.




Executive 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 Change in Control Severance Policy (the “CIC
Severance 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 this CIC Severance Policy
following Executive’s termination of employment, then this CIC Severance Policy shall control and
the Executive shall not receive the payments and benefits provided under the Company’s Executive
Non-Change in Control Severance 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) For purposes of this CIC Severance Policy, a “Change in Control” of the Company shall be
deemed to have occurred if




	 	(A)	 	Any person (within the meaning of that term as used in Sections 13(d) and 14(d)
of the Exchange Act (a “Person”) is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing thirty percent (30%) or more of the combined voting power of the
Company’s then outstanding voting securities; provided, however,




 









 












	 	 	 	that for purposes of this CIC Severance Policy the term “Person” shall not include
(i) the Company or any of its majority-owned subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any of
its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, or






	 	(B)	 	The following individuals cease for any reason to constitute a majority of the
number of directors then serving on the Board of Directors of the Company; individuals
who, on the date hereof are serving as directors on the Board and any new director
(other than a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose appointment
or election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in office
who either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved, or
	 
	 	(C)	 	There is consummated a merger or consolidation of the Company or a subsidiary
thereof with any other corporation, other than a merger or consolidation which would
result in the holders of the voting securities of the Company outstanding immediately
prior thereto holding securities which represent immediately after such merger or
consolidation at least 60% of the combined voting power of the voting securities of the
entity surviving the merger or consolidation, (or the parent of such surviving entity)
or the shareholders of the Company approve a plan of complete liquidation of the
Company, or there is consummated the sale or other disposition of all or substantially
all of the Company’s assets.





     (3) “Exchange Act” shall mean the Securities Exchange Act of 1934.



     (4) “Good Reason” shall mean, without the Executive’s express written consent, the occurrence
after a Change in Control of the Company of any one or more of the following:




	 	(A)	 	The assignment to Executive of duties inconsistent with the Executive’s
position immediately prior to the Change in Control;
	 
	 	(B)	 	A material reduction or alteration in the nature of Executive’s position,
duties, status or responsibilities from those in effect immediately prior to the Change
in Control;
	 
	 	(C)	 	The failure by the Company to continue in effect any of the Company’s employee
benefit plans, programs, policies, practices or arrangements in which Executive
participates (or substantially equivalent successor or replacement employee benefit
plans, programs, policies, practices or arrangements) or the failure by the Company to
continue Executive’s participation therein on substantially the same basis, both in
terms of the amount of benefits provided and the level of





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	 	 	 	Executive’s participation relative to other participants, as existed immediately
prior to the Change in Control;






	 	(D)	 	The failure of the Company to obtain a satisfactory agreement from any
successor to the Company to assume and agree to perform Executive’s Letter Agreement;
	 
	 	(E)	 	Any purported termination by the Company of Executive’s employment that is not
effected pursuant to the termination requirements as may be set forth in Executive’s
Letter Agreement; and
	 
	 	(F)	 	The Company’s requiring Executive to be based at a location in excess of fifty
(50) miles from the location where Executive is based immediately prior to the Change
in Control.





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



     (6) “Payment Multiple” shall mean: 2.5, in the case of the CEO; 2.0, in the case of the COO,
CFO, SVP, EVP and GC;



     (7) “Payment Period” shall mean a number of months equal to the Payment Multiple times twelve
(12), which for purposes of measurement shall commence upon the Executive’s separation from
service.



C. Benefits




     Following a Change in Control of the Company, upon termination of an Executive’s employment
within twenty-four (24) months following the Change in Control Executive shall be entitled to the
following benefits:



     (1) If Executive’s employment shall be terminated by the Company for Cause or by Executive
other than for Good Reason, no benefits shall be payable pursuant to this CIC Severance 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 CIC Severance 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) If Executive’s employment by the Company is terminated (i) by the Company other than for
Cause or Executive’s death or disability, or (ii) by Executive for Good Reason, Executive shall be
entitled to the benefits provided in subparagraphs (i) through (vi) below, which shall be in lieu
of and cancel any further rights Executive has to receive any Base Salary that would be otherwise
due under his or her Letter Agreement:




     (i) The Company will pay as severance benefits, a severance payment (the “Severance
Payment”) equal to the product of the Payment Multiple times the sum of (x)



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Executive’s annual Base Salary in effect immediately prior to the occurrence of the
circumstances giving rise to such termination, and (y) the amount equal to Executive’s
Annual Bonus. For purposes of the preceding sentence, Annual Bonus means the product of (x)
the greater of (aa) Executive’s average actual Bonus Percent for the three years immediately
preceding the date of termination, or shorter period if Executive was employed for less than
three years, and (bb) Executive’s target Bonus Percent at the time of termination, and (y)
Executive’s Base Salary. For purposes of calculating Annual Bonus under the preceding
sentence, Bonus Percent means the actual or target bonus amount paid or payable to Executive
with respect to a particular year or years divided by the Base Salary paid or payable to
Executive for such year or years. The Severance Payment shall be payable on the first day
following the six month anniversary of Executive’s separation from service; provided,
however, the Severance Payment must be repaid in full to the Company in the event that the
Executive violates his or her duty to maintain in strict confidence and not disclose any
confidential information, as set forth in his or her Letter Agreement, or provides or
engages in the dissemination of false and/or defamatory information pertaining to the
Company, to its shareholders or otherwise; provided, further, in the event the event giving
rise to a Change in Control does not qualify as a change in the ownership or effective
control of a corporation, or a change in the ownership of a substantial portion of the
assets of a corporation, within the meaning of Treas. Reg. § 1.409A-3(i)(5), severance
payments shall be made in accordance with the methodology specified in Paragraph 3(i) of the
RTI International Metals, Inc. Executive Non-Change in Control Severance Policy;




     (ii) The stock options previously issued to Executive under any option or incentive
plan of the Company to purchase shares of Common Stock of the Company (Option Shares), as
well as any previously unvested shares of restricted stock granted to Executive, including
any stock, cash or property into which any such shares, or shares underlying the stock
options, have been converted, shall irrevocably vest upon any such termination;




     (iii) Any performance share or other awards previously awarded to Executive under the
Company’s 2004 Stock Plan, or any successor plan, that represent a right to receive shares
of the Company’s Common Stock or the equivalent of shares of the Company’s Common Stock
shall vest upon any such termination as set forth in the applicable award agreement. Any
payout under the performance award shall be payable on the first day following the six month
anniversary of Executive’s separation from service;




     (iv) In the event that Executive becomes entitled to the Severance Payments, if any of
the Severance Payments or other portion of the Total Payments (as defined below) will be
subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code
(the “Code”), the Company shall pay to Executive at the time specified below, an additional
amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after
deduction of (1) any Excise Tax on the Severance Payments and such other Total Payments, and
(2) any federal, state and local income tax, FICA-Health Insurance tax, and Excise Tax upon
the payment provided for by this paragraph, shall be equal to the Severance Payments and
such other Total Payments. Notwithstanding the



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foregoing provisions of this subparagraph, if it shall be determined that Executive is
entitled to a Gross-Up Payment, but that the Severance Payments and Total Payments would not
be subject to the Excise Tax if such payments were reduced by an amount that is less than
20% of the portion of the payments that would be treated as “parachute payments” under
Section 280G of the Code, then the amounts payable to Executive under this Policy shall be
reduced (but not below zero) to the maximum amount that could be paid to Executive without
giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be made
to Executive. The determination of which amounts payable hereunder will be reduced, if
applicable, may be elected by Executive. For purposes of determining whether any of the
payments will be subject to the Excise Tax and the amount of such Excise Tax, (1) any other
payments or benefits received or to be received by Executive in connection with a Change in
Control of the Company or Executive’s termination of employment whether pursuant to the
terms of this Policy or any other plan, arrangement or agreement with the Company, any
person whose actions result in a Change of Control of the Company or any person affiliated
with the Company or such person (together with the Severance Payment, the “Total Payments”)
shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the
Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be
treated as subject to the Excise Tax, except to the extent that in the opinion of tax
counsel selected by the Company’s independent auditors and acceptable by Executive such
other payments or benefits (in whole or in part) do not constitute parachute payments, or
such excess parachute payments (in whole or in part) represent reasonable compensation for
services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of
the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not
subject to the Excise Tax, (2) the amount of the Total Payments which shall be treated as
subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total
Payments or (B) the amount of excess parachute payments within the meaning of Section
280G(b)(l) (after applying clause (1), above), and (3) the value of any non-cash benefits or
any deferred payment or benefit shall be determined by the Company’s independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of Executive’s residence on the date of
termination, net of the maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes. In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder at the time
of termination of Executive’s employment, Executive shall repay to the Company at the time
that the amount of such reduction in Excise Tax is finally determined the portion of the
Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and local income tax imposed on the
Gross-Up Payment being repaid by Executive if such repayment results in a reduction in
Excise Tax and/or a federal and state and local income tax deduction) plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is determined to exceed the



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amount taken into account hereunder at the time of the termination of Executive’s
employment (including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company shall make an additional
Gross-Up Payment in respect of such excess (plus any interest payable with respect to such
excess) at the time that the amount of such excess is finally determined.




The payment provided for in the paragraph above shall be made on the first day following the
six month anniversary of Executive’s date of termination; provided, however, that if the
amounts of such payments cannot be finally determined on or before such day, the Company
shall pay to Executive on such day an estimate as determined in good faith by the Company of
the minimum amount of such payments and shall pay the remainder of such payments (together
with interest at the rate provided in Section 1274(b)(2)(B) of) the Code) as promptly as
practicable following calculation thereof, but in no event later than the end of the
Executive’s taxable year following the Executive’s taxable year in which the Executive
remits the related taxes.. In the event that the amount of the estimated payments exceeds
the amount subsequently determined to have been due, Executive shall repay such excess to
the Company on the fifth day after calculation of the correct amount and notice by the
Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code);




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




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





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	 	 	 	mandated by COBRA, or any other legally mandated and applicable federal,
state, or local coverage period.






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






	 	(a)	 	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.
	 
	 	(b)	 	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.






	 	iv.	 	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.
	 
	 	v.	 	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)(v) 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 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.






     (vi) The Company shall pay Executive an additional amount equal to the excess of (x)
minus (y), where (x) equals the sum of the pension, surviving spouse and/or survivor
benefits on Executive’s behalf under the RTI Pension Plan and the RTI Supplemental Pension
Program if such benefits were calculated using (i) Executive’s



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actual age at termination plus the number of months in the Payment Period, (ii)
Executive’s actual continuous service for benefit accrual purposes at termination plus the
number of months in the Payment Period, (iii) the interest and mortality table specified by
the plans for calculating lump sum distributions as of the date of Executive’s termination
of employment, (iv) the actuarial factors and assumptions that are in effect under the
plans, using Executive’s age at termination of employment and (y) equals the sum of pension,
surviving spouse’s benefits and/or survivor benefits which are actually payable on
Executive’s behalf under the RTI Pension Plan and the RTI Supplemental Pension Program as of
Executive’s termination of employment. For purposes of determining the amounts in (x) and
(y) above, benefits will be based upon the amount of immediate pension payable in the form
of a lump sum distribution under the terms of the applicable plan. The additional amount
payable to Executive hereunder shall be payable in the form of a lump sum distribution on
the first day following the six month anniversary of Executive’s separation from service.



     (4) The Company shall also pay to Executive all reasonable legal fees and expenses incurred by
Executive as a result of such termination of employment, including all such fees and expenses, if
any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce
any right or benefit provided by this CIC Severance Policy or in connection with any tax audit or
proceeding to the extent attributable to the application of Section 4999 of the Code to any payment
or benefit provided hereunder. The payment provided for in this paragraph shall be made on the
first day following the six month anniversary of Executive’s date of termination; provided,
however, that if the amounts of such payments cannot be finally determined on or before such day,
such payment shall be made on or before the last day of the Executive’s taxable year following the
taxable year in which such fees and expenses are incurred.



D. Amendment or Termination




     This CIC Severance 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 a Change in Control shall be binding upon the Executive, or in any way adversely affect
such Executive’s rights under the CIC Severance Policy as it existed prior to such amendment or
termination.



E. 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.



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     (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 January 25 and December 31, 2008





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