Exhibit 10.13
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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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NON-QUALIFIED STOCK OPTION GRANT
(RTI INTERNATIONAL METALS, INC. 2004 STOCK PLAN)
NOT TRANSFERABLE EXCEPT BY WILL OR BY THE LAWS
GOVERNING THE DESCENT AND DISTRIBUTION OF ESTATES
Non-Qualified Stock Option granted by RTI International Metals, Inc., an Ohio
corporation, herein called the Company, to the undersigned employee of the
Company or one of its subsidiaries (the Optionee).
NAME OF OPTIONEE:
NAME OF EMPLOYING COMPANY
ON DATE HEREOF:
OPTION SERIAL NUMBER:
NUMBER OF SHARES SUBJECT TO PURCHASE:
OPTION PRICE OF EACH SHARE: $
DATE OF THIS STOCK OPTION: January 28, 2005
By your signature and the signature of the Stock Option Officer below, you and
the Company agree that this option is granted under and governed by the terms
and conditions of RTI International Metals, Inc.'s 2004 Stock Plan, as amended
from time to time, and the Terms and Conditions contained herein, as well as
such administrative regulations as the Human Resources Committee may adopt from
time to time.
RTI International Metals, Inc. Accepted as of the above date:
By (L.S.) By (L.S.)
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Authorized Officer Signature of Optionee
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TERMS AND CONDITIONS
1. The Company agrees that the Optionee has the right to purchase the
number of Shares set forth above for the price stated.
2. The Optionee agrees to continue as an employee of the Company or one of
its subsidiaries for one year from the date of the option (subject to the
employing company's right to terminate the Optionee's employment at any
time), performing such duties consistent with Optionee's capabilities and
receiving present compensation or such adjusted compensation as the
employing company shall from time to time reasonably determine. If the
terms of the Optionee's employment are changed in a manner materially
adverse to the Optionee during such period, the Optionee shall be relieved
of any further obligation to remain employed.
3. The option will be divided into and become exercisable in three separate
installments, each installment equal to one-third (1/3) of the total Number
of Shares Subject to Purchase (the total set forth above). The first
installment shall first become exercisable on January 28, 2006; the second
installment shall first become exercisable on January 28, 2007; and, the
third installment shall first become exercisable on January 28, 2008. Each
such installment may be exercised in whole or in part on or after the date
specified above on which such installment first becomes exercisable and
must be exercised, if at all, on or before (a) January 28, 2015, (b) the
date three years after the date upon which the Optionee Retires ("Retires"
shall mean terminates employment with the Company or one of its
subsidiaries by reason of Retirement -- Retirement shall be deemed to occur
only under conditions which entitle the Optionee to an immediately
receivable pension, and not a deferred vested pension), or (c) the date
three years after the Optionee dies while employed, whichever first occurs.
Unless otherwise determined by the Human Resources Committee, the option
period shall also terminate and all rights to exercise the option shall
terminate in the event the Optionee ceases to be an employee of the Company
or any of its subsidiaries for any cause other than death or Retirement.
The Human Resources Committee may cancel the option by written notice to
the Optionee after the Optionee Retires prior to age 65 or after the
Optionee Retires at any age and the Committee deems such cancellation to be
in the best interests of the Company. The Optionee agrees to return the
option to the Company for cancellation.
4. During the Optionee's lifetime, the option may be exercised only by the
Optionee or by the Optionee's guardian or legal representative. Upon the
Optionee's death, the option may be transferred by will or by the laws
governing the descent and distribution of the Optionee's estate. Otherwise,
the option may not be transferred, pledged or encumbered and, in the event
of an attempt to transfer, pledge or encumber it, the Human Resources
Committee may cancel it.
5. The option is not valid unless it is accepted by the Optionee and a
duplicate original thereof is received by the Stock Option Officer. In the
event of the exercise of the option in whole, the option shall be
surrendered to the Stock Option Officer for cancellation. In the event of
the exercise of the option in part or of a change in the number of shares
optioned, the option shall be delivered by the Optionee to the Stock Option
Officer for the purpose of making appropriate notation thereon, or of
otherwise reflecting in such manner as the Human Resources Committee shall
determine, the change in the number of shares optioned.
6. This agreement shall be construed in accordance with and governed by the
laws of the State of Ohio, without resort to that state's conflict of law
rules. This agreement is the entire agreement between the parties with
respect to the option. Capitalized terms used and not defined herein shall
have the meaning attributed to them in the Plan or the administrative
regulations.
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RTI International Metals, Inc.
1000 Warren Avenue
Niles, Ohio 44446
RTI INTERNATIONAL METALS LOGO
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Non-Qualified Stock Option Grant ----------------------------------------------------------------------------
(RTI International Metals, Inc. 2004 Stock Plan)
ENDORSEMENTS
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Date of Number Balance
Exercise of Shares Shares Endorsement
of Option Exercised on Option Authorized Signature Date
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January 28, 2005
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