Exhibit 10.21  EXECUTIVE
EMPLOYMENT AGREEMENT  THIS EXECUTIVE
EMPLOYMENT AGREEMENT (this Agreement) is entered into as of September 8,
2008, by and between Haynes International, Inc. (the Company), a
Delaware corporation, and Mark M. Comerford (the Executive).  PRELIMINARY
STATEMENTS  WHEREAS, the
Company desires to employ the Executive, and the Executive desires to be
employed by the Company, on the terms and conditions set forth herein effective
as of October 1, 2008 (the Effective Date).  NOW, THEREFORE,
in consideration of the mutual promises, covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:  AGREEMENT  Section 1.Employment.  (a)Offer and Acceptance.  During the Employment Term (as defined in Section 1(c) below),
the Company agrees to employ the Executive in the position of President and
Chief Executive Officer of the Company upon the terms and subject to the
conditions set forth herein, and the Executive agrees to accept employment with
the Company on such terms and conditions.  (b)Duties.  The Executives duties shall include those
duties that are consistent with his position as President and Chief Executive
Officer of the Company as well as those reasonably assigned to him from time to
time, in good faith, by the Board of Directors of the Company (the Board).  The Executive shall (i) devote his
working hours, on a full-time basis, to his duties under this Agreement; (ii) faithfully,
industriously and loyally serve the Company; (iii) comply in all material
respects with the lawful and reasonable directions and instructions given to
him by the Board; (iv) use his reasonable best efforts to promote and serve
the interests of the Company; and (v) assist the Board with succession
planning.  The Executive shall comply in
all material respects with all applicable laws, rules and regulations
relating to the performance of the Executives duties and responsibilities
hereunder.  The Executive agrees to
serve, if elected, as (i) a member of the Board and on any of the board of
directors of any subsidiary or affiliate of the Company, and (ii) as an
officer of any subsidiary or affiliate of the Company, without any additional
compensation while he is employed by the Company.  Upon termination of the Executives
employment by the Company for any reason, the Executive shall immediately
resign from the Board and any other position as a member of the board of
directors or as an officer of any such subsidiary or affiliate of the Company.  (c)Employment Term.  The Executives employment by the Company
under this Agreement shall commence on the Effective Date and shall continue
thereafter and shall terminate as of the close of business on September 30,
2011 (the Initial Employment Term); provided, however, commencing on October 1,
2011 and on each anniversary thereafter, the Initial Employment Term shall
automatically be extended for an additional one-year period


unless either the Board or the
Executive gives written notice to the other at least 90 days prior to such
anniversary that the term of the Agreement shall not be extended.  The Executives employment by the Company
shall be subject to termination at any time during the Employment Term as
provided in subsection (e) of this Section 1.  As used herein, the term Employment Term
shall mean the actual period of time during which the Executive is employed by
the Company under the terms and conditions of this Agreement.  (d)Compensation and
Benefits.  During the Employment
Term, the Company shall pay and provide the following compensation and other
benefits to the Executive as full compensation for all services rendered by the
Executive as an employee of the Company under the terms and conditions of this
Agreement.  All payments made to the
Executive hereunder shall be subject to appropriate payroll deductions and
other withholdings required by law.  (i)Annual Salary.  During the Employment Term, the Company shall
pay to the Executive, in accordance with the then prevailing payroll practices
of the Company, a base salary at the annual rate of $425,000.00 per year, such
salary, together with any subsequent increases as directed by the Board from
time to time, being hereinafter referred to as the Annual Salary.  (ii)Bonuses/Incentives.  (A)One-Time Transition Bonus.  In order to make the Executive whole for the
value of benefits that he will forfeit from his prior employer, the Company
will provide a one-time transition bonus in the amount of $340,000.00 in cash,
payable within 15 days of the Effective Date.  (B)Annual Bonus.  During the Employment Term and beginning with
the first fiscal year of the Company commencing on or after the Effective Date,
the Executive shall be eligible to receive an annual bonus based upon the
achievement by the Company of specific performance requirements measured over
the Companys fiscal year (currently the twelve-month period ending September 30)
(e.g., earnings per share, EBITDA benchmarks and working capital targets) which
shall be determined by the Compensation Committee of the Board (the Committee)
in its sole and absolute discretion (the Bonus).  The target amount for the Bonus shall be 80%
of the Annual Salary, as in effect as of the last day of the Companys fiscal
year to which the Bonus relates, (the Target Bonus); provided, however, the
Executive shall be eligible to receive a minimum Bonus in an amount equal to
40% of the Annual Salary, as in effect as of the last day of the Companys
fiscal year to which the Bonus relates, if threshold performance requirements
are achieved and a maximum Bonus in an amount equal to 120% of the Annual
Salary, as in effect as of the last day of the Companys fiscal year to which
the Bonus relates, if maximum performance requirements are achieved.  The Bonus, if any, for each year during the
Employment Term shall be paid to the Executive by the Company in a single sum
payment no later than the 15th day of the third month following the
end of the Companys fiscal year.  2


(C)Equity Incentive.  As of the Effective Date, the Company shall
grant the Executive a non-qualified stock option to acquire 20,000 shares of
common stock of the Company.  The Board
will review and consider additional equity incentives annually during the
Employment Term, and the Executive may be granted additional stock options (in
addition to the initial grant) to acquire shares of common stock in the sole
and absolute discretion of the Board. 
Each such grant of options under this Section 1(d)(ii)(D) shall
vest at the rate of one-third (1/3) of the options granted on each anniversary
of the applicable grant date, and shall be subject to the terms and conditions
of the applicable option plan and related option agreements.  (iii)Benefits.  During the Employment Term, the Executive
shall be eligible to participate in all employee health and welfare benefit
plans in which senior executives of the Company are entitled to participate,
but participation shall be subject to all of the terms and conditions of such
plans applicable to all such senior executives, including all waiting periods,
eligibility requirements, contributions, exclusions and other similar
conditions or limitations.  The Company
shall use reasonable efforts to secure term life insurance coverage for the
Executive in an amount not less than four times Annual Salary, subject to the
Executives submission to and satisfaction of any required medical exams or
disclosures required by the applicable insurer and the terms and conditions of
the applicable insurance policy.  (iv)Expenses.  During the Employment Term, the Company shall
reimburse the Executive, in accordance with the then prevailing reimbursement
practices of the Company, for all reasonable and customary business expenses
incurred by the Executive in connection with his employment by the Company,
provided, that the Executive complies with the standard reporting and
reimbursement policies as may be established by the Company from time to time.  (v)Vacation.  During the Employment Term, the Executive
shall be entitled to four weeks of vacation, measured on a calendar year
basis.  The weeks of vacation entitlement
in the preceding sentence shall be pro-rated for any partial calendar years
during the Employment Term.  The
Executive shall schedule vacation periods at reasonable times in accordance
with the Companys vacation policy for senior executives.  The Executive shall accrue and receive full
compensation and benefits during his vacation periods.  Unused vacation leave time shall be forfeited
and shall not entitle the Executive to any additional compensation and may not
be carried over to a subsequent calendar year.  (vi)Company Car Allowance.  During the Employment Term, the Company shall
provide the Executive with an automobile allowance of $800.00 per month.  The Executive shall be responsible for any
and all taxes imposed on such allowance.  3


(vii)Country Club Membership.  During the Employment Term, the Company shall
reimburse the Executive for the initiation fee and all regular monthly
membership dues and business-related charges incurred by the Executive in
connection with his membership at the Kokomo Country Club.  The Executive agrees that he shall be
responsible for any and all taxes imposed on the reimbursements made pursuant
to the preceding sentence.  (viii)Relocation Expenses.  The Company shall reimburse the Executive for
the following costs, to the extent incurred by the Executive, resulting from
his relocation from Avon Lake, Ohio to the Kokomo, Indiana area: (i) actual
and reasonable costs incurred in moving personal belongings, and (ii) real
estate commissions incurred in both the sale of his current primary residence (Current
Residence) and the acquisition of a primary residence in or around Kokomo,
Indiana (New Residence) (collectively, the Relocation Reimbursement).  (ix)Annual Physical.  The Executive shall be entitled to receive an
annual executive physical examination to be provided by the Company at no cost
to the Executive.  (e)Termination of
Employment.  Subject to the terms of Section 1(f) below,
the Executives employment by the Company may be terminated as follows:  (i)Termination upon the Expiration of the
Employment Term.  Provided that the
written notice of non-renewal is timely provided pursuant to Section 1(c),
the Executives employment shall terminate upon the expiration of the
Employment Term unless terminated earlier pursuant to this Section 1(e).  In the event that the Executives employment
terminates upon the expiration of the Employment Term, then the Executive shall
be entitled to receive the compensation and benefits set forth in Section 1(f)(i).  (ii)Termination for Cause.  The Company may immediately terminate, at any
time, the Executives employment by the Company for Cause.  A termination for Cause means a termination
by reason of the Boards good faith determination that the Executive (i) continually
failed to substantially perform his duties with the Company (other than a
failure resulting from the Executives medically documented incapacity due to
physical or mental illness) including, without limitation, repeated refusal to
follow the reasonable directions of the Board, knowing violation of the law in
the course of performance of the Executives duties with the Company, repeated
absences from work without a reasonable excuse, or intoxication with alcohol or
illegal drugs while on the Companys premises during regular business hours, (ii) engaged
in conduct which constituted a material breach of Section 2 or Section 3
of this Agreement, (iii) was indicted (or equivalent under applicable
law), convicted of, or entered a plea of nolo contendere to the commission of a
felony or crime involving dishonesty or moral turpitude, (iv) engaged in
conduct which is demonstrably and materially injurious to the financial
condition, business reputation, or otherwise of the Company or its subsidiaries
or affiliates, or (v) perpetuated a fraud or  4


embezzlement against the Company or its
subsidiaries or affiliates, and in each case the particular act or omission was
not cured, if curable, in all material respects by the Executive within 15 days
after receipt of written notice from the Board which shall set forth in
reasonable detail the nature of the facts and circumstances which constitute
Cause.  Notwithstanding the foregoing,
the Executive shall not be deemed to have been terminated for Cause unless
there shall have been delivered to the Executive a copy of a resolution duly
adopted by the Board.  If the Company has
reasonable belief that the Executive has committed any of the acts described
above, it may suspend the Executive (with or without pay) while it investigates
whether it has or could have Cause to terminate the Executive.  The Company may terminate the Executive for
Cause prior to the completion of its investigation; provided, that, if it is
ultimately determined that the Executive has not committed an act which would
constitute Cause, the Executive shall be treated as if he were terminated
without Cause.  (iii)Termination Without Cause.  The Company, may, at any time, terminate the
Executives employment by Company without Cause by providing prior written
notice thereof to the Executive.  (iv)Resignation for Good Reason.  The Executive may terminate his employment by
the Company for Good Reason (as defined below) by providing written notice
thereof to the Company (the Resignation Notice) at least 45 days prior
to the effective date of the resignation, which notice shall set forth in
reasonable detail the nature of the facts and circumstances which constitute
Good Reason and the Company shall have 30 days after receipt of the
Resignation Notice to cure in all material respects the facts and circumstances
which constitute Good Reason.  For
purposes of this Agreement, Good Reason shall mean the occurrence, during the
Employment Term, of any of the following actions or failures to act, but in
each case only if it is not consented to by the Executive in writing: (a) a
material adverse change in the Executives duties, reporting responsibilities,
titles or elected or appointed offices as in effect immediately prior to the
effective date of such change; (b) a material reduction by the Company in
the Executives Annual Salary or annual bonus opportunity in effect immediately
prior to the effective date of such reduction, not including any reduction
resulting from changes in the market value of securities or other instruments
paid or payable to the Executive; or (c) any change of more than 50 miles
in the location of the principal place of employment of the Executive
immediately prior to the effective date of such change.  For purposes of this definition, none of the
actions described in clauses (a) and (b) above shall constitute Good
Reason with respect to the Executive if it was an isolated and inadvertent
action not taken in bad faith by the Company and if it is remedied by the
Company within 30 days after receipt of written notice thereof given by
the Executive (or, if the matter is not capable of remedy within 30 days,
then within a reasonable period of time following such 30-day period, provided
that the Company has commenced such remedy within said 30-day period); provided
that Good Reason shall cease to exist for any action described in clauses (a) and
(b) above on the 60th day following the later of  5


the occurrence of such action or the
Executives knowledge thereof, unless the Executive has given the Company
written notice thereof prior to such date.  (v)Resignation Without Good Reason.  The Executive may, at any time, terminate the
Executives employment by the Company without Good Reason by providing
30 days prior written notice thereof to the Company.  (vi)Death or Disability.  The Executives employment shall terminate
immediately upon the Executives death or Disability (each as defined
below).  For purposes of this Agreement, Disability
means the Executive is totally and permanently disabled within the meaning of
the Companys long-term disability plan or policy under which the Executive is
a participant.  (vii)Notwithstanding any provision herein to the
contrary, no termination of employment with the Company shall be deemed to
occur unless and until the Executive has incurred separation from service from
the Company within the meaning of Code Section 409A(a)(2)(A)(i).  (f)Effect of
Termination.  The following
provisions shall apply in the event of the Executives termination of
employment.  (i)Termination upon the Expiration of the
Employment Term.  Upon the
termination of the Executives employment pursuant to Section 1(e)(i), the
Executive will be entitled to (A) payment of that portion of the Executives
then effective Annual Salary which has been earned but not yet paid through and
including the last day of the Executives employment (the Termination Date); (B) payment
of any Bonus earned by the Executive under the terms and conditions of this
Agreement prior to the Termination Date that remains unpaid; (C) reimbursement
of any reimbursable business expenses under Section 1(d)(iv), which were
incurred by the Executive through and including the Termination Date; and (D) continuation
of benefits to which the Executive is entitled under Section 1(d)(iii) through
and including the Termination Date (collectively, the Accrued Benefits).  (ii)Termination for Cause or Resignation
Without Good Reason.  Upon the
Companys termination of the Executives employment for Cause pursuant to Section 1(e)(ii) or
the Executives resignation without Good Reason pursuant to Section 1(e)(v),
Executive will be entitled to the Accrued Benefits.  (iii)Termination Without
Cause or Resignation for Good Reason Prior to or More Than 24 Months After
a Change in Control.  (A)Except as provided in Section 1(f)(iv),
below, upon the termination of the Executives employment prior to or more than
24 months after a Change in Control (as defined below) (i) by the Company
without Cause pursuant to Section 1(e)(iii) or (ii) resulting
from the Executives resignation for Good Reason pursuant to Section 1(e)(iv),
the Executive shall be entitled to receive (x) the Accrued Benefits, (y) the
continuation  6


of the Executives Annual Salary as in effect
immediately prior to such Termination Date through the end of the then current
Employment Term (without any further extensions) (Severance Benefit), payable
in accordance with the then prevailing payroll practices of the Company,
commencing no later than the fifth business day following the Release Effective
Date, and ending on last day of the then current Employment Term (without any
further extensions), and (z) provided that the Executive is not entitled
to a Bonus for the same period or fiscal year as part of his Accrued Benefits,
a pro-rated portion (equal to a fraction, the numerator of which being the
number of whole months in which the Executive actually performed services for
the Company during such fiscal year, and the denominator being twelve months)
of the Executives Target Bonus that would have otherwise been payable for the
Companys fiscal year in which the effective date of Executives termination of
employment occurs.  For example, and
provided that he otherwise satisfies the terms and conditions of this
Agreement, upon the termination of the Executives employment by the Company
without Cause twelve months prior to the expiration of the Initial Employment
Term, the Executive shall be entitled to (I) the Accrued Benefits, (II) a
Severance Benefit equal to twelve months of Annual Salary continuation through
the last day of the Initial Employment Term and (III) a pro-rated Target
Bonus (to the extent that his is not otherwise entitled to a Bonus for the same
period as of the effective date of his termination).  (B)All outstanding Company stock options as of
the effective date of such termination of employment, to the extent then vested
and exercisable, shall remain exercisable after such termination for a period
equal to the lesser of (i) six months following the Release Effective
Date, or (ii) the expiration of the original exercise period of such
options (not to exceed ten years).  (iv)Termination Without
Cause or Resignation for Good Reason Within 24 Months After a Change in Control.  (A)Upon the termination of the Executives
employment (i) either by the Company without Cause pursuant to Section 1(e)(iii) or
resulting from the Executives resignation for Good Reason pursuant to Section 1(e)(iv),
and (ii) within the 24 month period following a Change in
Control, the Executive shall be entitled to receive the Accrued Benefits and a
cash payment equal to three times the Executives Annual Salary as in effect
immediately prior to such Termination Date (CIC Severance Benefit), payable
in equal monthly installments of one-twelfth (1/12) of the CIC Severance
Benefit, commencing following the Termination Date and no later than the fifth
business day following the Release Effective Date, and ending with the twelfth
payment of such amount.  7


(B)All outstanding Company stock options as of
the effective date of such termination of employment, to the extent not
previously vested and exercisable, shall become vested and exercisable upon the
Executives Release Effective Date and shall remain exercisable after such
termination for a period equal to the lesser of (i) six months following
the Release Effective Date, or (ii) the expiration of the original
exercise period of such options (not to exceed ten years).  (v)Definition of Change in Control.  Change in Control shall mean the first to
occur of the following: (i) any Person becomes the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of securities of the Company representing a
majority of the combined voting power of the Companys then outstanding
securities (assuming conversion of all outstanding non-voting securities into
voting securities and the exercise of all outstanding options or other
convertible securities); (ii) the following individuals cease for any
reason to constitute a majority of the number of directors then serving:
individuals who, on the Effective Date, constitute 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 or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors on the Effective Date or whose appointment, election or nomination
for election was previously so approved or recommended; (iii) there is
consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation other than (x) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or consolidation
continuing to represent, either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof, a
majority of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such
merger or consolidation, or (y) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
no Person, is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing a majority of the combined voting power
of the Companys then outstanding securities; or (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended); (iv) the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Companys assets,
or to an entity a majority of the combined voting power of the voting
securities of which is owned by substantially all of the stockholders of the
Company immediately prior to such sale in substantially the same proportions as
their ownership of the Company immediately prior to such sale.  For purposes of this definition, Person
shall have the meaning given in Section 3(a)(9) of the Securities
Exchange Act of 1934, as modified and used in Sections 13(d) and  8


14(d) thereof, except that such term
shall not include (1) the Company or any subsidiary of the Company, (2) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its affiliates, (3) an underwriter temporarily
holding securities pursuant to an offering of such securities or (4) a
corporation owned, directly or indirectly, by substantially all of the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.  (vi)Limitation.  Notwithstanding any provision of this Section to
the contrary, the Company shall not be obligated to make a payment pursuant to Section 1(f)(iv) hereof
to the extent that such payment, when combined with other payments made by the
Employer with respect to the Executive on account of a Change in Control, would
result in the imposition of an excise tax under Code Section 4999.  To the extent required by the preceding
sentence, the Company shall reduce the amount payable hereunder to the maximum
amount, as determined by the Board in its reasonable judgment, that can be paid
without resulting in the imposition of an excise tax under Code Section 4999.  (vii)Death or Disability.  Upon termination of the Executives
employment pursuant to Section 1(e)(vi), the Executive or the Executives
heirs, estate, personal representative or legal guardian, as appropriate, will
be entitled to receive the Accrued Benefits.  (viii)Timing of Payment and Release.  As a condition of receiving from the Company
the payments and benefits provided for under this Section 1(f) which
the Executive otherwise would not be entitled to receive, the Executive
understands and agrees that, on the Termination Date, he will be required to
execute (and not revoke) a release of all claims against the Company in
substantially the form attached hereto as Exhibit A (the Release)
as may be modified by the Company in good faith to reflect changes in law or
its employment practices.  The Executive
acknowledges that he has been advised in writing to consult with an attorney
prior to executing the Release.  The Executive
agrees that he will consult with his attorney prior to executing the
Release.  The Executive and the Company
agree that the Executive has a period of seven days following the execution of
the Release within which to revoke the Release. 
The parties also acknowledge and agree that the Release shall not be
effective or enforceable until the seven-day revocation period expires.  The date on which this seven-day period
expires shall be the effective date of the Release (the Release Effective Date).  The Company shall make all payments required
under this Agreement, except to the extent that such payments are to be made
over time, within five business days following the Release Effective Date.  In the event of a termination for Cause or by
reason of the Executives death, the Company shall make any payments under this
Section 1(f) within five (5) business days of the Termination
Date, except to the extent that such payments are to be made over time.  The Executive understands that as used in
this Section 1(f)(iv), the Company includes its past, present and future
officers, directors, trustees, shareholders, employees, agents, subsidiaries,
affiliates, distributors, successors,  9


and assigns, any and all employee benefit
plans (and any fiduciary of such plans) sponsored by the Company, and any other
person related to the Company.  Notwithstanding
the preceding provisions of this Section 1(f), if the Executive is a specified
employee within the meaning of Code Section 409A(a)(2)(B)(i), to the
extent required by such Code Section, payments otherwise required by this Section shall
be delayed to the earliest date on which such payments are permitted.  Except as
specifically provided in this Section 1(f) or required under
applicable law, the Executive will not be eligible to receive any salary, bonus
or other compensation or benefits described in Section 1(d) with
respect to any periods after the Termination Date; provided, however, the
Executive shall have the right to receive all compensation and benefits to
which he is entitled under any benefit plans of the Company to the extent he is
fully vested as of the effective date of the termination of the Executives
employment by the Company pursuant to the terms and conditions of such employee
benefit plans.  Section 2.Confidentiality.  For purposes
of this Section 2, the term Company shall include, in addition to the
Company, its affiliates, subsidiaries and any of their respective predecessors,
successors and assigns.  The term Companys
Business shall mean the business of developing, manufacturing, selling or
distributing high-performance alloys for service in severe corrosion and high
temperature applications.  (a)Confidential
Information.  As used in this
Agreement, Confidential Information means any and all confidential,
proprietary or other information, whether or not originated by the Executive or
the Company, which is in any way related to the past or present Companys
Business and is either designated as confidential or not generally known by or
available to the public.  Confidential
Information includes, but is not limited to (whether or not reduced to writing
or designated as confidential) (i) information regarding the Companys
existing and potential customers and vendors; (ii) any contracts
(including the existence and contents thereof and parties thereto) to which the
Company is a party or is otherwise bound; (iii) information regarding
products and services being purchased or leased by or provided to the Company; (iv) information
received by the Company from third parties under an obligation of
confidentiality, restricted disclosure or restricted use; (v) personnel
and financial information of the Company; (vi) information with respect to
the Companys products, services, facilities, business methods, systems, trade
secrets, technical know-how, and other intellectual property; (vii) marketing
and developmental plans and techniques, price and cost data, forecasts and
forecast assumptions, and potential strategies of the Company; (viii) information
about the Companys customers, such as contacts, criteria, requirements,
specifications, pricing, or other similar information; and (ix) any other
information relating to the Company which was obtained by the Executive in
connection with his employment by the Company, whether before, on or after the
Effective Date.  (b)Non-Disclosure and
Non-Use of Confidential Information. 
The Executive acknowledges that the Confidential Information of the
Company is a valuable, unique asset of the Company and the Executives
unauthorized use or disclosure thereof would cause irreparable  10


harm to the Company for which
no remedy at law could be adequate. 
Accordingly, the Executive agrees that he shall hold all Confidential
Information of the Company in strict confidence and solely for the benefit of
the Company, and that he shall not, directly or indirectly, disclose or use or
authorize any third party to disclose or use any Confidential Information
except (i) as required for the performance of the Executives duties
hereunder, (ii) with the express written consent of the Company, (iii) to
the extent that any such information is in or becomes in the public domain
other than as a result of the Executives breach of any of his obligations
hereunder, or (iv) where required to be disclosed by court order, subpoena
or other government process and in such event, the Executive shall cooperate
with the Company in attempting to keep such information confidential.  The Executive shall follow all Company
policies and procedures to protect all Confidential Information and take any
additional precautions necessary to preserve and protect the use or disclosure
of any Confidential Information at all times.  (c)Ownership of
Confidential Information.  The
Executive acknowledges and agrees that all Confidential Information is and
shall remain the exclusive property of the Company, whether or not prepared in
whole or in part by the Executive and whether or not disclosed to or entrusted
to the custody of the Executive.  Upon
the termination or resignation of his employment for any reason, or at any
other time at the request of the Company, the Executive shall promptly deliver
to the Company all documents, tapes, disks, or other storage media and any
other materials, and all copies thereof in whatever form, in the possession or
control of the Executive pertaining to the Companys Business, including, but
not limited to, any containing Confidential Information.  (d)Survival.  The Executives obligations set forth in this
Section 2, and the Companys rights and remedies with respect hereto,
shall indefinitely survive the termination of this Agreement and the Executives
employment by the Company, regardless of the reason therefor.  Section 3.Restrictive
Covenants.  For purposes
of this Section 3, the term Company shall include, in addition to the
Company, its affiliates, subsidiaries and any of their respective predecessors,
successors and assigns.  (a)Non-Competition.  During the Restricted Period and within the
Restricted Area (each as defined in subsection (c) below), the Executive
shall not, directly or indirectly, perform on behalf of any Competitor (as
defined in subsection (c) below) the same or similar services as those
that the Executive performed for the Company during the Executives employment
by the Company or otherwise.  In
addition, the Executive shall not, during the Restricted Period or within the
Restricted Area, directly or indirectly engage in, own, manage, operate, join,
control, lend money or other assistance to, or participate in or be connected
with (as an officer, director, member, manager, partner, shareholder,
consultant, employee, agent, or otherwise), any Competitor.  (b)Non-Solicitation.  During the Restricted Period, the Executive
shall not, directly or indirectly, for himself or on behalf of any Person (as
defined in subsection (c) below),  11


(i) solicit or attempt to
solicit any Customers (as defined in subsection (c) below) or prospective
Customers with whom the Executive had contact at any time during the Executives
employment by the Company; (ii) divert or attempt to divert any business
of the Company to any other Person; (iii) solicit or attempt to solicit
for employment, endeavor to entice away from the Company, recruit, hire, or
otherwise interfere with the Companys relationship with, any Person who is
employed by or otherwise engaged to perform services for the Company (or was
employed or otherwise engaged to perform services for the Company, as of any
given time, within the immediately preceding 24-month period); (iv) cause
or assist, or attempt to cause or assist, any employee or other service
provider to leave the Company; or (v) otherwise interfere in any manner
with the employment or business relationships of the Company or the business or
operations then being conducted by the Company.  (c)Definitions.  For purposes of this Section 3, the
following definitions have the following meanings:  (i)Competitor means any Person that engages
in a business that is the same as, or similar to, the Companys Business.  (ii)Customer means any Person which, as of any
given date, used or purchased or contracted to use or purchase any services or
products from Company within the immediately preceding 24-month period.  (iii)Person means any individual, or entity,
including any corporation, partnership, joint venture, association, limited
liability company, limited liability partnership, joint-stock company, trust or
unincorporated organization, or any governmental agency, officer, department,
commission, board, bureau, or instrumentality thereof.  (iv)Because the market for the Companys Business
is global, and is not dependent upon the physical location or presence of the
Company, the Executive, or any individual or entity that may be in violation of
this Agreement, because the Company does business with Customers and markets
for potential customers globally, and because the Company actively markets
through its presence on the Worldwide Web, the Executive acknowledges and
agrees that the following definition of Restricted Area is both reasonable
and necessary to protect the Companys legitimate business interests:  (A)within a 100-mile radius of each of Companys
manufacturing facilities, including those located in Kokomo, Indiana; Arcadia,
Louisiana; and Mountain Home, North Carolina;  (B)within a 100-mile radius of each of Companys
service centers and offices, including those located in Kokomo, Indiana;
Houston, Texas; Arcadia, Louisiana; Windsor, Connecticut; LaMirada, California;
Mountain Home, North Carolina; Openshaw, Manchester, United Kingdom; Cergy
Pontoise Cedex, France; Singapore; Rescalda (MI), Italy; Zurich, Switzerland;
Shanghai, China; and Teynampet, Chennai, India.  12


(C)within each county or parish in which the
Executive has performed services for the Company;  (D)within each state commonwealth, territory or
province in which the Executive has performed services for the Company;  (E)within each country in which the Executive
has performed services for the Company;  (F)within each state, commonwealth, territory
or province in which a Customer is located;  (G)within each state, commonwealth, territory
or province in which a Customer is located;  (H)within each country in which a Customer is
located;  (I)the Worldwide Web;  (J)within a one-mile radius of each Customer;  (K)within each county or parish in which a
Competitor is located;  (L)within each state, commonwealth, territory
or province in which a Competitor is located;  (M)within each country in which a Competitor is
located;  (N)within a one-mile radius of each Competitor,
both Company and Executive consent to the application of the blue pencil
doctrine, if necessary, to conform these restrictions to render this Section enforceable.  (v)Restricted Period means the period of time
during the Executives employment by the Company plus a period of 24 months
from the Termination Date.  In the event
of a breach of this Agreement by the Executive, the Restricted Period will be
extended automatically by the period of the breach.  (d)Survival.  The Executives obligations set forth in this
Section 3, and the Companys rights and remedies with respect thereto,
will remain in full force and effect during the Restricted Period and until
full resolution of any dispute related to the performance of the Executives
obligations during the Restricted Period.  (e)Public Company
Exception.  The prohibitions
contained in this Section 3 do not prohibit the Executives ownership of
stock which is publicly traded provided that (1) the investment is
passive, (2) the Executive has no other involvement with the company, (3) the
Executives interest is less than 5% of the shares of the company, and (4) the
Executive makes full disclosure to the Company of the stock at the time that
the Executive acquires the shares of stock.  13


Section 4.Assignment of
Inventions.  Any and all
inventions, improvements, discoveries, designs, works of authorship, concepts
or ideas, or expressions thereof; whether or not subject to patents,
copyrights, trademarks or service mark protections, and whether or not reduced
to practice, that are conceived or developed by the Executive while employed with
the Company and which relate to or result from the actual or anticipated
business, work, research or investigation of the Company (collectively, Inventions),
shall be the sole and exclusive property of the Company.  The Executive shall do all things reasonably
requested by the Company to assign to and vest in the Company the entire right,
title and interest to any such Inventions and to obtain full protection
therefor.  Notwithstanding the foregoing,
the provisions of this Agreement do not apply to an Invention for which no
equipment, supplies, facility, or 
Confidential Information of the Company was used and which was developed
entirely on the Executives own time, unless (a) the Invention relates (i) to
the Companys Business, or (ii) or the Companys actual or demonstrably
anticipated research or development, or (b) the Invention results from any
work performed by the Executive for the Company.  Section 5.General.  (a)Reasonableness.  The Executive has carefully considered the
nature, extent and duration of the restrictions and obligations contained in
this Agreement, including, without limitation, the geographical coverage
contained in Section 3, and the time periods contained in Section 2
and Section 3, and acknowledges and agrees that such restrictions are fair
and reasonable in all respects to protect the legitimate interests of the
Company and that these restrictions are designed for the reasonable protection
of the Companys Business.  (b)Remedies.  The Executive recognizes that any breach of
this Agreement shall cause irreparable injury to the Company, inadequately
compensable in monetary damages. 
Accordingly, in addition to any other legal or equitable remedies that
may be available to the Company, the Executive agrees that the Company shall be
able to seek and obtain injunctive relief in the form of a temporary
restraining order, preliminary injunction, or permanent injunction, against the
Executive to enforce this Agreement.  The
Company shall not be required to demonstrate actual injury or damage to obtain
injunctive relief from the courts.  To
the extent that any damages are calculable resulting from the breach of this
Agreement, the Company shall also be entitled to recover damages, including,
but not limited to, any lost profits of the Company and/or its affiliates or
subsidiaries.  For purposes of this
Agreement, lost profits of the Company shall be deemed to include all gross
revenues resulting from any activity of the Executive in violation of this
Agreement and all such revenues shall be held in trust for the benefit of the
Company.  Any recovery of damages by the
Company shall be in addition to and not in lieu of the injunctive relief to
which the Company is entitled.  In no
event will a damage recovery be considered a penalty in liquidated
damages.  In addition, the Company shall
be entitled to recover from Executive all costs, expenses and reasonable
attorneys fees incurred by the company in seeking enforcement of this
Agreement or damages for its breach, or in defending any action brought by
Executive to challenge or construe the terms of the Agreement.  Without limiting the Companys rights under
this Section 5(b) or any other remedies of the Company, if a court of
competent jurisdiction determines at any stage of the proceedings, including in
a temporary restraining order or preliminary injunction, that the Executive
breached any of the  14


provisions of Section 2 or
Section 3, Company will have the right to cease making any payments or
providing any benefits otherwise due to the Executive under the terms and
conditions of this Agreement.  (c)Claims by Executive.  The Executive acknowledges and agrees that
any claim or cause of action by the Executive against the Company shall not constitute
a defense to the enforcement of the restrictions and covenants set forth in
this Agreement and shall not be used to prohibit injunctive relief.  (d)Amendments.  This Agreement may not be modified, amended,
or waived in any manner except by an instrument in writing signed by both
parties to this Agreement.  (e)Waiver.  The waiver by either party of compliance by
the other party with any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement (whether or not
similar), or a continuing waiver, or a waiver of any subsequent breach by a
party of any provision of this Agreement.  (f)Governing Law;
Jurisdiction.  The laws of the State
of Indiana shall govern the validity, performance, enforcement, interpretation,
and other aspects of this Agreement, notwithstanding any states choice of law
provisions to the contrary.  This
Agreement shall be construed to comply with Code Section 409A or an
exemption from the application of Section 409A.  The parties intend the provisions of this
Agreement to supplement but not displace, their respective obligations and
responsibilities under the Indiana Uniform Trade Secrets Act.  Any proceeding to enforce, interpret, challenge
the validity of, or recover for the breach of any provision of, this Agreement
may be filed in the courts of the State of Indiana or the United States
District Court sitting in Indianapolis, Indiana, and the parties hereto
expressly waive any and all objections to personal jurisdiction, service of
process or venue in connection therewith.  (g)Complete Agreement;
Release.  This Agreement constitutes
a complete and total integration of the understanding of the parties with
respect to the subject matter hereof and thereof and supersedes all prior or
contemporaneous negotiations, commitments, agreements, writings, and
discussions with respect to the subject matter of this Agreement.  (h)Severability.  If a court having proper jurisdiction holds a
particular provision of this Agreement unenforceable or invalid for any reason,
that provision shall be modified only to the extent necessary in the opinion of
such court to make it enforceable and valid and the remainder of this Agreement
shall be deemed valid and enforceable and shall be enforced to the greatest
extent possible under the then existing law. 
In the event the court determines such modification is not possible, the
provision shall be deemed severable and deleted, and all other provisions of
this Agreement shall remain unchanged and in full force and effect.  (i)Enforceability in
Jurisdictions.  The parties hereto
intend to and herby confer jurisdiction to enforce the covenants contained in Section 2
and 3 above upon the courts of any state within the geographical scope of such
covenants.  If the courts of any one or
more of such states shall hold any of the previous covenants unenforceable by
reason of the breadth of such scope or otherwise, it is the intention of the
parties hereto that such determination not bar or in any way affect the Companys
rights to the relief provided above in the courts of any other states  15


within the geographical scope
of such covenants, as to breaches of such covenants in such other respective
jurisdictions, the above covenants as they relate to each state being, for this
purpose, severable into diverse and independent covenants.  (j)Fair Dealing.  The Executive acknowledges that the Company
has negotiated this Agreement in good faith and has been fair in its dealing
with the Executive.  The Executive shall
not raise any defense and expressly waives any defense against the Company
based upon any alleged breach of good faith or fair dealing by the Company in
connection with this Agreement.  (k)Counterparts.  This Agreement may be executed in two
counterparts, each of which shall be deemed an original but both of which
together shall constitute one and the same Agreement.  Facsimile transmission of the executed
version of this Agreement or any counterpart hereof shall have the same force
and effect as the original.  (l)Executive
Warranties.  The Executive warrants
and represents to the Company that the execution and performance of this
Agreement does not and shall not violate any express or implied obligations of the
Executive to any other person and that all Executive shall inform any
prospective employer about the existence of this Agreement before accepting
employment by such employer.  (m)Headings.  The heads of the Sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction of this Agreement.  (n)Third Party
Beneficiaries.  The Companys
affiliates and subsidiaries are expressly made third party beneficiaries of
this Agreement.  (o)Notices.  Any notice required or permitted hereunder
shall be personally delivered or mailed by certified mail, return receipt
requested, to the addresses of the parties set out on the signature page hereto,
or as changed from time to time by notice as provided herein.  (p)Successors and
Assigns.  The Executive shall not
assign or transfer any of his rights or obligations under this Agreement to any
individual or entity.  The Company may
assign its rights hereunder to any of its affiliates or to any individual or
entity who or that shall acquire or succeed to, by operation of law, or
otherwise, all or substantially all of the assets of the Company or the Companys
Business.  All provisions of this
Agreement are binding upon, shall inure to the benefit of, and are enforceable
by or against, the parties and their respective heirs, executors,
administrators or other legal representatives and permitted successors and
assigns.  (q)OPPORTUNITY TO
CONSULT COUNSEL.  THE EXECUTIVE
ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND HAS BEEN GIVEN
ADEQUATE OPPORTUNITY, AND HAS BEEN ENCOURAGED BY THE COMPANY, TO CONSULT WITH
LEGAL COUNSEL OF HIS CHOICE CONCERNING THE TERMS HEREOF BEFORE EXECUTING THIS
AGREEMENT.  [SIGNATURE PAGE FOLLOWS].  16


IN WITNESS
WHEREOF, the parties have entered into this Agreement as of the date first
written above.  HAYNES INTERNATIONAL, INC.By:
  /s/ JOHN COREYName: John CoreyChairman,
  Board of Directors/s/ Mark ComerfordMark M. Comerford32288 Redwood BoulevardAvon Lake, Ohio 44012


EXHIBIT A  RELEASE OF ALL CLAIMS  FOR VALUABLE
CONSIDERATION, including the payment to the Executive of certain severance
benefits, the Executive hereby makes this Release of All Claims (Release) in
favor of Haynes International, Inc. (the Company) and its agents as set
forth herein.  Section 1.In consideration of the
release and all of the promises and representations made by Executive in this
Agreement, the Company will: pay and provide such severance and related
benefits as set forth in that certain Executive Employment Agreement by and
between the Company and the Executive dated                       .  It is understood and agreed that the severance
benefits and other consideration which will be provided to the Executive by the
Company pursuant to this Section are consideration provided to him/her in
addition to anything of value to which he/she is already entitled.  Section 2.In consideration of the
Companys agreement to the payment of the Separation Payment set forth in Section l
above and the other good and valuable consideration indicated herein, Executive
(for himself/herself and his/her personal representatives, heirs and assigns)
RELEASES AND FOREVER DISCHARGES the Company from any and all claims (including,
but not limited to, claims for attorneys fees), demands, losses, grievances,
damages, injuries (whether personal, emotional or other), agreements, actions,
promises or causes of action (known or unknown) which he/she now has or may
later discover or which may hereafter exist against the Company, in connection
with or arising directly or indirectly out of or in any way related to any and
all matters, transactions, events or other things occurring prior to the date
hereof, including all those arising out of or in connection with his/her
employment or former employment with the Company, or arising out of any events,
facts or circumstances which either preceded, flowed from or followed the
terminationof his/her employment, or which
occurred during the course of Executives employment with the Company or
incidental thereto or arising out of any other matter or claim of any kind
whatsoever and whether pursuant to common law, statute, ordinance, regulation
or otherwise.  Claims or actions released
herein include, but are not limited to, those based on allegations of wrongful
discharge, failure to represent, fraud, defamation, promissory estoppel, and/or
breach of contract; those alleging discrimination on the basis of race, color,
sex, religion, national origin, age, disability or handicap under Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967
(ADEA), the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the
Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the
Family and Medical Leave Act of 1993, the Fair Labor Standards Act (all as
amended) or any other federal, state or local law, ordinance, rule or
regulation; and those arising under the Executive Retirement Income Security
Act of 1974, all as amended (except for qualified retirement or other benefit
plans from which Executive is entitled under the terms of such plans to receive
future benefits).  Executive agrees and
understands that any claims he/she may have under the aforementioned statutes
or any other federal, state or local law, ordinance, rule, regulation or common
law are effectively waived by this Agreement. 
No claims under the ADEA arising after the execution of this Agreement
are waived hereby.  Section 3.The parties understand
that, as used in this Agreement, the Company includes Haynes International, Inc.  and all of their past and present officers,
directors,  A-1


shareholders,
employees, trustees, agents, parent companies, subsidiaries, partners, members,
affiliates, principals, insurers, any and all employee benefit plans (and any
fiduciary of such plans) sponsored by the aforesaid entities, and each of them,
and each entitys subsidiaries, affiliates, predecessors, successors, and
assigns, and all other entities, persons, firms, or corporations liable or who
might be claimed to be liable, none of whom admit any liability to Executive,
but all of whom expressly deny any such liability.  Section 4.Executive agrees that
he/she will be solely and individually responsible for compensating any
attorney(s) for any services they have rendered to or for him/her in
connection with the review of this Agreement or any other matters whatsoever.  Section 5.In further
consideration of the Companys agreement to the provisions and payment of the
Separation Payment and other consideration set forth in Section 1 above,
Executive agrees that he/she will never assert a legal or equitable action in
any state or federal court or in any state or federal agency against the
Company, or any of the other persons or entities released herein, with respect
to the matters herein resolved and settled. 
Executive further agrees that, if he/she hereafter institutes an action
against any of the released entities or persons concerning any of the claims
he/she has released in this Agreement, except as provided in Section 13,
he/she will repay to the Company the full amount of any Separation Payment
received (as described in Section 1 above) and the value of all other
benefits received, with legal interest, and will pay the persons or entities
for all costs and expenses, including attorneys fees, incurred by them in
defending against such claims.  Section 6.It is understood and
agreed that the Company has denied and continues to deny thatit is liable to Executive on any theory, and that nothing
in this Agreement, including, but not limited to, the payment of the Separation
Payment and other valuable consideration set forth in Section 1 hereof,
constitutes an admission by the Company of any fact, damage or liability to
Executive on any theory.  Section 7.Executive hereby
certifies that he/she has returned to the Company, all of the Companys
property in Executives possession or control, including but not limited to,
any equipment, books, computer software, personal digital assistant,
Blackberry/Treo, cellular telephone or similar device, computer hardware,
documents, drawings, memoranda, manuals, and other records.  Executive further agrees that, as a condition
of this Agreement, the fact of and terms and provisions of this Agreement are
to remain strictly confidential and shall not be disclosed to any person except
Executives spouse and legal and/or tax advisor(s), or as required by law or
lawfully-issued subpoena.  It is further
agreed that Executive will not make any negative or disparaging remarks or
comments to any other person and/or entity about the Company.  Executive agrees that, except as provided in Section 13,
in the event that he/she or any attorney, agent or representative of his/her
discloses any information to anyone in breach or violation of this Section,
he/she will repay to the Company, with legal interest, any Separation Payment
paid by it pursuant to Section 1 of this Agreement and the value of all
other benefits provided.  Executive
agrees that he/she will direct all inquiries from prospective employers or
other persons directly to                                       .  Section 8.Executive represents
and warrants that in the making, negotiation and execution of this Agreement,
he/she is not relying upon any representation, statement or  A-2


assertion of
fact or opinion made by any agent, attorney, executive or representative of the
persons, parties or corporations being released herein, and he/she hereby
waives any right to rely upon all prior agreements and/or oral representations
made by any agent, attorney, employee or representative of such persons,
parties or corporations.  Executive is
advised hereby that he/she has the legal right to consult with an attorney of
his/her choosing prior to executing this Agreement.  Section 9.The parties stipulate
and agree that all clauses and provisions of this Agreement are distinct and
severable, and Executive understands, and it is his/her intent, that in the
event this Agreement is ever held to be invalid or unenforceable (in whole or
in part) as to any particular type of claim or as to any particular
circumstances, it shall remain fully valid and enforceable as to all other
claims and circumstances.  As to any
actions or claims that would not be released because of the invalidity or
unenforceability of this Agreement, Executive understands and agrees that,
except as provided in Section 13, if he/she asserts or brings any such
actions or claims against the Company, he/she must repay to the Company the
Separation Payment paid to him/her pursuant to Section 1 above, with legal
interest, along with the value of the other benefits provided, and that the
repayment of the Separation Payment paid and the value of the other benefits
and consideration given pursuant to Section 1 above, with legal interest,
is a prerequisite to asserting or bringing any such actions or claims.  Section 10.This Agreement contains
the entire agreement of the parties and supersedes all previous negotiations,
whether written or oral.  This Agreement
may be changed only by an instrument in writing signed by the party against
whom the charge, waiver, modification, extension or discharge is sought.  Section 11.This Agreement shall
inure to the benefit of, may be enforced by, and shall be binding on the
parties and their heirs, executors, administrators, personal representatives,
assigns and successors in interest.  It
is understood and agreed that no breach of this Agreement shall be cause to set
it aside or to revive any of the claims being released herein.  Section 12.In the event of any
dispute about this Agreement, the laws of the State of Indiana shall govern the
validity, performance, enforcement, and all other aspects of this Agreement.  Section 13.Executive and the Company
agree that by executing this Agreement, and pursuant to Section 2 hereof,
Executive has waived any claim (administrative or otherwise) he/she may have
under, among other things, the ADEA.  If
Executive files a charge alleging a violation of the ADEA with any
administrative agency or challenges the validity of this waiver and release of
any claim he/she might have had under the ADEA, he/she will not be required to
repay to the Company the Separation Payment or other benefits and consideration
provided by it pursuant to Section 1 of this Agreement, or pay to the
Company any other monetary amounts (such as attorneys fees and/or damages), as
a condition precedent to filing such a claim, unless the recovery of any such
amounts by the Company is otherwise authorized by law.  This Agreement is not to be interpreted by
either party or by any third party as an effort to interfere with the protected
right to file a charge or participate in an investigation or proceeding under
the ADEA.  A-3


Section 14.Executive represents that
he/she:  has read this Agreement; has
been advised in writing to consult with, and review this Agreement with, an
attorney of his/her choosing before executing it; fully understands each and
every provision of this Agreement; and has voluntarily, on his/her own accord,
signed this Agreement.  Executive
acknowledges that, in entering into this Agreement in return for the Companys
Separation Payment and the other good and valuable consideration set forth in Section 1
above, he/she is giving up current and possible future administrative and/or
legal claims.  Section 15.The parties hereby
acknowledge and agree that Executive will have 21 calendar days to review this
Agreement and that this Agreement may be revoked by Executive within 7 calendar
days after he/she signs it.  This Agreement
shall not be effective or enforceable until the 7 calendar-day revocation
period has expired.  Furthermore, the
offer to make the Separation Payment to Executive and provide the other
benefits and consideration set forth in Section 1, shall expire and be
deemed automatically withdrawn by the Company if not accepted and this
Agreement signed within 21 calendar days.  IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date(s) set
forth below.  [EXECUTIVE NAME HERE]
  HAYNES INTERNATIONAL, INC.By:Signature
  
  SignaturePrinted
  
  PrintedDate
  
  Date  A-4