FORM OF INDEMNIFICATION AGREEMENT

EX-10.36 3 rtiex-1036.htm EXHIBIT 10.36 RTI EX- 10.36

Exhibit 10.36

RTI International Metals, Inc. has entered into an Indemnification Agreement in the form attached with each of the individuals listed below, effective as of the date set forth opposite such individual’s name.




Name and Title		Date
Daniel I. Booker, Director		May 6, 2005

Ronald L. Gallatin, Director		May 6, 2005

Robert M. Hernandez, Director		May 6, 2005

David P. Hess, Director		October 30, 2014

Edith E. Holiday, Director		May 6, 2005

Jerry Howard, Director		April 26, 2013

Bryan T. Moss, Director		June 1, 2008

James A. Williams, Director		August 7, 2005

Arthur B. Winkleblack, Director		December 1, 2013

Dawne S. Hickton, Vice Chair, President & Chief Executive Officer and Director		May 6, 2005

William T. Hull, Senior Vice President & Chief Risk Officer		November 9, 2005

James L. McCarley, Executive Vice President – Operations		May 17, 2010

Michael G. McAuley, Senior Vice President & Chief Financial Officer and Treasurer		July 1, 2014

Chad Whalen, General Counsel & Senior Vice President – Government Relations		February 19, 2007

Loretta L. Benec, Assistant General Counsel & Secretary		April 26, 2013

INDEMNIFICATION AGREEMENT

BETWEEN

RTI INTERNATIONAL METALS, INC.

AND

--------------------

THIS AGREEMENT is made this ___ day of ______________, 20___ by and

between RTI International Metals, Inc., an Ohio corporation (the "Corporation"),

and ______________________, an individual and a director and/or officer of the

Corporation (the "Indemnitee").

RECITALS

WHEREAS, Indemnitee is either a member of the Board of Directors or an

officer of the Corporation, or both, and in such capacity is performing a

valuable service for the Corporation;

WHEREAS, the Corporation has adopted a Code of Regulations (the "Code")

wherein Article IV Section 1 provides for the indemnification of the Board of

Directors and officers of the Corporation to the full extent permitted by law;

WHEREAS, the Ohio General Corporation Law, as amended to date (the

"Ohio Statute") specifically provides in Section 1701.13(E)(6) that it is not

exclusive, and thereby contemplates that contracts may be entered into between

the Corporation and its directors and officers with respect to indemnification

of such persons;

WHEREAS, developments with respect to the application, amendment and

enforcement of statutory and other indemnification provisions generally have

raised questions concerning the adequacy and reliability of the protection

afforded to directors and officers thereby; and

WHEREAS, in order to resolve such questions and thereby induce

Indemnitee to continue to serve as a member of the Board of Directors of the

Corporation or an officer, or both, the Corporation has determined and agreed to

enter into this contract with Indemnitee;

AGREEMENT

NOW, THEREFORE, in consideration of Indemnitee's continued service with

the Corporation after the date hereof the parties agree as follows:

1. D&O INSURANCE. The Corporation represents that it has directors and

officers liability insurance ("D&O Insurance").

2. INDEMNITY. Subject only to the exclusions set forth in Section 3

hereof, the Corporation hereby further agrees to hold harmless and indemnify

Indemnitee against any and all expenses (including attorneys' fees), judgments,

fines and amounts paid in settlement actually and reasonably incurred by

Indemnitee (and any federal, state, local or foreign taxes imposed as

a result of the actual or deemed receipt of any payments under this Agreement)

in connection with any threatened, pending or completed action, suit or

proceeding, whether civil, criminal, administrative or investigative (including

an action by or in the right of the Corporation) to which Indemnitee is, was or

at any time becomes a party, or is threatened to be made a party, by reason of

the fact that Indemnitee is, was or at any time becomes a director or officer of

the Corporation, or is or was serving or at any time serves at the request of

the Corporation as a director, trustee, officer, employee, member, manager or

agent of another corporation, limited liability Corporation, partnership, joint

venture, trust or other enterprise to the fullest extent authorized and

permitted by the provisions of the Ohio Statute, or by any amendment thereof or

other statutory provisions authorizing or permitting such indemnification which

is adopted after the date hereof.

3. LIMITATIONS ON INDEMNITY. No indemnity pursuant to Section 2 hereof

shall be paid by the Corporation:

(a) except to the extent the aggregate of losses to be

indemnified hereunder exceed the amount of such losses for which the

Indemnitee is indemnified either pursuant to Section 2 hereof or

pursuant to any D&O Insurance purchased and maintained by the

Corporation;

(b) in respect to remuneration paid to Indemnitee if it shall

be determined by a final judgment or other final adjudication that such

remuneration was in violation of law;

against an Indemnitee for an accounting of profits made from the

purchase or sale by Indemnitee of securities of the Corporation

pursuant to the provisions of Section 16(b) of the Securities Exchange

Act of 1934 and amendments thereto or similar provisions of any

federal, state or local statutory law;

(d) on account of Indemnitee's act or omission being finally

adjudged to have involved an act or omission undertaken with deliberate

intent to cause injury to the Corporation or undertaken with reckless

disregard for the best interests of the Corporation; or

(e) if a final decision by a Court having jurisdiction in the

matter shall determine that such indemnification is not lawful.

4. ADVANCEMENT OF EXPENSES.

(a) As and to the extent provided in Section 1701.13 (E)(5)(a)

of the Ohio Statute, the Corporation shall pay any expenses, including

attorney's fees, incurred by Indemnitee in defending any action, suit,

or proceeding, as they are incurred, in advance of the final

disposition of the action, suit or proceeding provided that Indemnitee

agrees to repay such amount if it is proved by clear and convincing

evidence in a court of competent jurisdiction that his action or

failure to act involved an act or omission undertaken with deliberate

intent to cause injury to the Corporation or undertaken with reckless

disregard for the Corporation, and the Indemnitee agrees to reasonably

cooperate with the Corporation concerning such action, suit or

proceeding.

(b) As and to the extent provided in Section 1701.13 (E)(5)(b)

of the Ohio Statute, the Corporation shall pay any expenses, including

attorney's fees, incurred by Indemnitee in defending any action, suit

or proceeding as they are incurred, in advance of the final disposition

of the action, suit, or proceeding based, in part, on the undertaking

of Indemnitee set forth in Section 7 hereof, provided that such

advancement by the Corporation is authorized by the Board of Directors

of the Corporation in the specific case.

5. CONTINUATION OF INDEMNITY. All agreements and obligations of the

Corporation contained herein shall continue during the period Indemnitee is a

director or officer of the Corporation (or is or was serving at the request of

the Corporation as a director, trustee, officer, employee, member, manager or

agent of another corporation, limited liability Corporation, partnership, joint

venture, trust or other enterprise) and shall continue thereafter so long as

Indemnitee shall be subject to any possible claim or threatened, pending or

completed action, suit or proceeding, whether civil, criminal or investigative,

by reason of the fact that Indemnitee was a director of the Corporation or

serving in any other capacity referred to herein.

6. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by

Indemnitee of notice of the commencement of any action, suit or proceeding,

Indemnitee will, if a claim in respect thereof is to be made against the

Corporation under this Agreement, notify the Corporation of the commencement

thereof; but the omission so to notify the Corporation will not relieve it from

any liability which it may have to Indemnitee otherwise than under this

Agreement. With respect to any such action, suit or proceeding as to which

Indemnitee notifies the Corporation of the commencement thereof:

(a) The Corporation will be entitled to participate therein at

its own expense; and

(b) Except as otherwise provided below, to the extent that it

may wish, the Corporation jointly with any other indemnifying party

similarly notified will be entitled to assume the defense thereof, with

counsel selected by the Corporation and reasonably satisfactory to

Indemnitee. After notice from the Corporation to Indemnitee of its

election so to assume the defense thereof, the Corporation will not be

liable to Indemnitee under this Agreement for any legal or other

expenses subsequently incurred by Indemnitee in connection with the

defense thereof other than reasonable costs of investigation or as

otherwise provided below. Indemnitee shall have the right to employ

counsel in such action, suit or proceeding but the fees and expenses of

such counsel incurred after notice from the Corporation of its

assumption of the defense thereof shall be at the expense of Indemnitee

unless (i) the employment of counsel by Indemnitee has been authorized

by the Corporation, (ii) Indemnitee shall have reasonably concluded

that there may be a conflict of interest between the Corporation and

Indemnitee in the conduct of the defense of such action, or (iii) the

Corporation shall not in fact have employed counsel to assume the

defense of such action, in each of which cases the fees and expenses of

counsel shall be at the expense of the Corporation. The Corporation

shall not be entitled to assume the defense of any action, suit or

proceeding brought by or on behalf of the Corporation or as to which

Indemnitee shall have made the conclusion provided for in (ii) above.

Indemnitee under this Agreement for any amounts paid in settlement of

any action or claim effected without its written consent. The

Corporation shall not settle in any manner which would impose any

penalty or limitation on Indemnitee without Indemnitee's written

consent. Neither the Corporation nor Indemnitee will unreasonably

withhold their consent to any proposed settlement.

7. REPAYMENT OF EXPENSES. Indemnitee agrees that Indemnitee will

reimburse the Corporation for all reasonable expenses paid by the Corporation in

defending any civil or criminal action, suit or proceeding against Indemnitee in

the event and only to the extent that it shall be ultimately determined that

Indemnitee is not entitled to be indemnified by the Corporation for such

expenses under the provisions of the Ohio Statute, the Code, this Agreement or

otherwise. Indemnitee shall, to the extent permitted by law, be indemnified for

all reasonable attorneys' fees incurred in defense or prosecution of a claim for

indemnification.

8. CHANGE IN CONTROL/ESTABLISHMENT OF TRUST. In the event of a Change

in Control (as hereinafter defined) the Corporation shall, upon written request

by Indemnitee, create and fund a trust (the "Trust") for the benefit of

Indemnitee in an amount, determined by counsel selected by Indemnitee and

identified in the written request which counsel must: (i) under all applicable

law, regulation and standards of professional conduct, have no conflict of

interest by representing either the Corporation or Indemnitee, and (ii) be

reasonably satisfactory to the Corporation, to be an amount sufficient to

satisfy any and all claim for indemnity (including without limitation expenses)

by Indemnitee under this Agreement. The terms of the Trust shall provide that

(i) the Trust shall not be revoked or the principal thereof invaded without the

written consent of Indemnitee, (ii) the trustee shall advance, within ten

business days of a request by Indemnitee, any and all expenses to Indemnitee

(the Indemnitee hereby agrees to reimburse the Trust under the same

circumstances for which the Indemnitee would be required to reimburse the

Corporation under Sections 4(a) and 7 of this Agreement), (iii) the Trust shall

continue to be funded by the Corporation in accordance with the funding

obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee

all amounts for which Indemnitee shall be entitled to indemnification pursuant

to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall

revert to the Corporation upon a final determination by the independent counsel

or a court of competent jurisdiction, as the case may be, that Indemnitee has

been fully indemnified under the terms of this Agreement. The trustee shall be

chosen by the Indemnitee. Nothing in this Section 8 shall relieve the

Corporation of any of its obligations under this Agreement. All income earned on

the assets held in the Trust shall be reported as income by the Corporation for

federal, state, local and foreign tax purposes. The Corporation shall pay all

costs of establishing and maintaining the Trust and shall indemnify the trustee

against any and all expenses (including attorneys' fees), claims, liabilities,

loss, and damages arising out of or relating to this Agreement or the

establishment and maintenance of the Trust.

For purposes of this Agreement, a Change in Control means a change in

control (other than one approved by a majority of the directors on the board of

the Corporation immediately prior to such Change in Control) of a nature that

would be required to be reported in response to Item 6(e) of Schedule 14A of

Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended

(the "Exchange Act"), whether or not the Corporation is then subject to such

reporting requirement; provided, that, without limitation, such a change in

control shall be deemed to have occurred if:

(1) 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 Corporation

representing twenty percent (20%) or more of the combined voting power

of the Corporation's then outstanding voting securities; provided,

however, that for purposes of this Plan the term "Person" shall not

include (i) the Corporation or any of its majority-owned Subsidiaries,

(ii) a trustee or other fiduciary holding securities under an employee

benefit plan of the Corporation 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 Corporation in substantially the same

proportions as their ownership of stock of the Corporation; or

(2) A change in composition of the Board during any two year

period such that the following individuals cease for any reason to

constitute a majority of the number of directors then serving on the

Board: individuals who, at the beginning of the two year period, 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

Corporation) whose appointment or election by the Board or nomination

for election by the Corporation'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 at the beginning of the two year period or whose

appointment, election or nomination for election was previously so

approved, or

(3) There is consummated a merger or consolidation of the

Corporation 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 Corporation outstanding immediately prior

thereto holding securities which represent immediately after such

merger or consolidation at least 50% 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 Corporation approve a plan of complete liquidation

of the Corporation, or there is consummated the sale or other

disposition of all or substantially all of the Corporation's assets.

9. SUBROGATION. In the event of any payment under this Agreement, the

Corporation shall be subrogated to the extent thereof to all rights to

indemnification or reimbursement against any insurer or other entity or person

vested in the Indemnitee, who shall execute all instruments and take all other

actions as shall be reasonably necessary for the Corporation to enforce such

rights.

10. ENFORCEMENT.

(a) The Corporation expressly confirms and agrees that it has

entered into this Agreement and assumed the obligations imposed on the

Corporation hereby in order to induce Indemnitee to continue as

director or an officer of the Corporation, or both, and

acknowledges that Indemnitee is relying upon this Agreement in

continuing in such capacity.

(b) In the event Indemnitee is required to bring any action to

enforce rights or to collect moneys due under this Agreement and is

successful in such action, Corporation shall reimburse Indemnitee for

all of Indemnitee's reasonable fees and expenses in bringing and

pursuing such action.

11. SEPARABILITY. Each of the provisions of this Agreement is a

separate and distinct agreement and independent of the others, so that if any

provision hereof shall be held to be invalid or unenforceable for any reason,

such invalidity or unenforceability shall not affect the validity or

enforceability of the other provisions hereof.

12. GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION.

(a) This Agreement shall be interpreted and enforced in

accordance with the laws of the State of Ohio.

(b) This Agreement shall be binding upon Indemnitee and upon

the Corporation, its successors and assigns, and shall inure to the

benefit of Indemnitee, his heirs, personal representatives and assigns

and to the benefit of the Corporation, its successors and assigns.

this Agreement shall be effective unless in writing signed by both

parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as

of the day and year first above written.

RTI INTERNATIONAL METALS, INC.

By:

--------------------------------

[name of authorized officer]

[title]

By:

--------------------------------

[name], Indemnitee

Dated: Effective , 20

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