RTI International Metals, Inc. Board of Directors Compensation Program (Effective January 1, 2007)

Contract Categories: Human Resources › Compensation Agreements
Summary

RTI International Metals, Inc. has established a compensation program for its non-employee directors, effective January 1, 2007. Non-employee directors receive $120,000 annually, while the non-employee Chairman receives $180,000, both split equally between cash and restricted stock. Additional fees are provided for committee chairs and for extraordinary board meetings. Restricted stock vests at the end of the plan year, with partial vesting possible for early departures. Directors are expected to own 10,000 shares within three years. The program was adopted by the Board on October 27, 2006.

Read More Arrow
EX-10.1 2 l22994aexv10w1.htm EX-10.1 EX-10.1  

         
Exhibit 10.1
RTI International Metals, Inc.
Board of Directors Compensation Program
Effective January 1, 2007
• Target compensation of $120,000 for non-employee directors other than the Chairman and $180,000 for the non-employee Chairman. Paid 50% in restricted stock and 50% in cash. No fees for regular board or committee meetings attended.
• Premiums for committee chairs:
— Audit — $20,000
— Other — $7,500
• Meeting fees for extraordinarily frequent Board meetings (required to consider transactions or other special circumstances, as determined by the Chairman): $1,000 per meeting. (Note: Usage of this feature is expected to be extremely infrequent.)
• Committee chair fees. The cash portion of target compensation and special meeting fees are payable in cash quarterly.
• Restricted stock will be awarded at beginning of a plan year (commencing with annual shareholders’ meeting) and vest at end of plan year. Partial vesting for directors who leave before their term is up will be at discretion of the Compensation Committee of Board.
• Restricted stock will be held in custody by RTI until restriction is terminated and then a certificate, free of all restrictions, shall be issued in the Grantee’s name (or a trust as he or she shall designate). Grantee shall be entitled to vote the restricted stock.
Expected share ownership of 10,000 shares to be reached within three years after joining the Board or adoption of plan.
Adopted by the Board of Directors: October 27, 2006.