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of Directors and available in the investor relations section of the Company's website atwww.haynesintl.com, the Compensation Committee is primarily responsible for, among other matters:

•

Establishing the Company's philosophy and policies regarding executive and director compensation, and overseeing the development and implementation of executive and director compensation programs;



•

Setting the CEO's compensation level and performance goals and approving awards for the CEO under incentive compensation plans based on the performance evaluation conducted by the Board;



•

Reviewing and approving the individual elements of total compensation for the executive management of the Company;



•

Reviewing and approving revisions to the Company's executive officer salary range structure and annual salary increase guidelines;



•

Assuring that the Company's executive incentive compensation program is administered in a manner consistent with the Committee's compensation philosophy and policies as to participation, target annual incentive awards, corporate financial goals and actual awards paid to executive officers;



•

Reviewing the Company's employee benefit programs and approving changes, subject, where appropriate, to stockholder or Board approval;



•

Overseeing regulatory compliance with respect to compensation matters;



•

Reviewing performance of executive officers other than the CEO and overseeing succession planning;



•

Overseeing and making recommendations to the Board with respect to the Company's incentive compensation plans and equity-based plans; and



•

Preparing and issuing compensation evaluations and reports.

        The Corporate Governance and Nominating Committee which the Company sometimes refers to as the Governance Committee, is currently composed of three members, Messrs. Wall (who Chairs the Committee), Corey and Shor, all of whom are independent under the definitions and interpretations of NASDAQ. Under the Governance Committee Charter, adopted by the Board of Directors and available in the investor relations section of the Company's website atwww.haynesintl.com, the Governance Committee is responsible for overseeing the performance and composition of the Board of Directors to ensure effective governance. The Governance Committee identifies and recommends the nomination of qualified directors to the Board of Directors as well as develops and recommends governance principles for the Company. The Governance Committee is primarily responsible for, among other things:

•

Overseeing the search for qualified individuals to serve on the Board;



•

Recommending to the Board those director nominees who, in the Committee's opinion, the full Board should recommend for shareholderstockholder approval at the annual meeting or for election;



•

Assisting the Board in evaluating the continued suitability and effectiveness of incumbent director candidates, both individually and as a group;

Setting Named Executive Officer Compensation in Fiscal 20142016

Components of Compensation

        The chief components of each Named Executive Officer's compensation in fiscal 20142016 were:

•

base salary;



•

a performance-based annual incentive award under the MIP;



•

long-term compensation awards that include a combination of stock option grants and performance- and time-based restricted stock;



•

employee benefits, such as life, health and disability insurance benefits, and a qualified savings (401(k)) plan; and



•

limited perquisites.




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        Each element of compensation is designed to achieve a specific purpose and to contribute to a total package that is competitive, appropriately performance-based and valued by the Company's executives. The Compensation Committee reviews information provided by Total Rewards Strategies and the Company's historical pay practices to determine the appropriate level and mix of compensation. In allocating compensation among elements, the Company believes the compensation of the Company's most senior executives, including the Named Executive Officers, who have the greatest ability to influence Company performance, should be predominately performance-based. As a result of this strategy, 60% of the Named Executive Officers' total target compensation, including the Chief Executive Officer's compensation, was allocated to performance-based pay in fiscal 2014.2016.

        Fiscal 20142016 Target Compensation



Base Salary

        The Company provides executives with a base salary that is intended to attract and retain the quality of executives needed to lead the Company's complex businesses. Base salaries for executives are generally targeted at the Median Market Rate of the comparator group, although individual performance, experience, internal equity, compensation history and contributioncontributions of the executive are also considered. The Committee reviews base salaries for Named Executive Officers annually and may make adjustments based on individual performance, experience, market competitiveness, internal equity and the scope of responsibilities.




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        The base salaries of the Named Executive Officers were not increased in fiscal 2014.2016. The following table provides annualized base salary information for the Named Executive Officers effective July 1, 20132015 and July 1, 2014:2016:

Named Executive Officer		Base Salary as of July 1, 2013			Base Salary as of July 1, 2014			Base Salary as a Percentage of Median Market Rate				Base Salary as of July 1, 2015			Base Salary as of July 1, 2016			Base Salary as a Percentage of Median Market Rate for 2016
Mark M. Comerford		$	518,000		$	518,000			84	%		$	550,000		$	600,000			90	%
Daniel W. Maudlin		$	225,000		$	225,000			69	%		$	247,500		$	260,000			83	%
Marlin C. Losch III		$	230,000		$	230,000			96	%
Scott R. Pinkham		$	240,000		$	240,000			98	%		$	252,000		$	263,500			101	%
Venkat R. Ishwar		$	240,000		$	240,000			94	%		$	252,000		$	265,000			96	%
Marlin C. Losch III												$	243,800		$	255,000			103	%

Management Incentive Plan—Annual Cash Incentive

        The purpose of the MIP is to provide an annual cash bonus based on the achievement of specific operational and financial performance targets, tying compensation to the creation of value for




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stockholders. Target cash bonus awards are determined for each executive position by competitive analysis of the comparator group. In general, the median annual cash bonus opportunity of the comparator group is used to establish target bonus opportunities, but consideration is given to the individual executive's responsibilities and contributioncontributions to business results, and internal equity. The MIP allows the Board of Directors discretion to administer the plan, including not paying out any compensation thereunder, accounting for unforeseen one-time transactions or adjusting the performance measures based on external economic factors. MIP payments are made on a sliding scale in accordance with established performance targets and are earned as of the end of the applicable fiscal year. MIP payments are sometimes referred to herein as a "bonus".

        For fiscal 2014,2016, the target performance level was established by the Company's consolidated annual operating budget. The annual operating budget is developed by management and presented by the CEO and the CFO to the Board of Directors for its review and approval. The target was intended to represent corporate performance which the Board of Directors believed was more likely than not to be achieved based upon management's presentation of the annual operating budget. For fiscal 2014,2015, the Compensation Committee established net income as the sole financial goal for MIP payouts.

        The table below lists the 20142016 MIP incentive awards potentially to be earned at the minimum, target and maximum levels by each Named Executive Officer as a percentage of his base salary:

		MIP Incentive as % of Base Salary										MIP Incentive as % of Base Salary
Named Executive Officer		Minimum			Target			Maximum				Minimum			Target			Maximum
Mark M. Comerford			40	%		80	%		120	%			40	%		80	%		120	%
Daniel W. Maudlin			30	%		60	%		90	%			30	%		60	%		90	%
Marlin C. Losch III			25	%		50	%		75	%
Scott R. Pinkham			25	%		50	%		75	%			30	%		60	%		90	%
Venkat R. Ishwar			25	%		50	%		75	%			25	%		50	%		75	%
Marlin C. Losch III													25	%		50	%		75	%

        The above-noted percentage awards applied against the salaries noted for Named Executive Officers on page 1920 equals the amounts included in the Compensation Tables on page 26 under the column entitled "Non-Equity Incentive Plan Compensation" for Fiscal Year 2014.2016.




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        The following table sets forth the targets for net income, as well as actual net income for fiscal 2014:2016:

($ in millions)		Net Income
($ in thousands)						Net Income
Threshold		$	22,440			$	25,726
Target		$	26,400			$	39,579
Maximum		$	31,152			$	47,495
Fiscal 2014 Actual Net Income		$	3,751
Fiscal 2016 Actual Net Income						$	5,020

        Based upon fiscal 2014's2016's net income, no MIP payments were made to the NEOs for fiscal 2014.

        When the Securities and Exchange Commission adopts rules implementing the "clawback" requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Compensation Committee will adopt an appropriate policy relating to the Company's incentive compensation programs.2016.

Long-Term Incentives

        Stockholders approved athe 2016 Incentive Compensation Plan on March 1, 2016. No grants were made under that plan as of September 30, 2016. The Board and the stockholders had previously approved the Restricted Stock Plan in 2009 to provide restricted stock grants for executives. The Board of Directors approved aexecutives and the Stock Option Plan in 2007. BothThe last grants under the Restricted Stock Plan and the Stock Option Plan were made in November 2015. Each of the plans are designed to




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attract and retain key management, including the Named Executive Officers. The Compensation Committee administers both planseach plan and believes the plans provide an appropriate incentive to produce superior returns to stockholders over the long term by offering participants an opportunity to benefit from stock appreciation through stock ownership.

        Competitive benchmarking to the comparator group, the executive's responsibilities and the individual's contributions to the Company's business results determine the level of long-term compensation. In general, the median value of long-term compensation in the comparator group is used to determine the approximate value of long-term incentives. The Black-Scholes method of stock option valuation,Fair value methodologies, which isare consistent with the Company's expensing of equity awards under Financial Accounting Standards Board ASC Topic 718 Compensation- Compensation—Stock Compensation, waswere used in fiscal 20142016 to determine the value of stock options.

        The Company currently does not have any formal plan requiring it to grant equity compensation on specified dates. With respect to newly hired or promoted executives, the Company's practice is typically to consider stock equity grants at the first meeting of the Compensation Committee and Board of Directors following such executive's hire date. The recommendations of the Compensation Committee are subsequently submitted to the Board of Directors for approval. The Compensation Committee intends to ensure that the Company does not awardavoids equity grants in connection with the release, or the withholding, of material non-public information, and that the grant value of all equity awards is equal to the fair market value on the date of grant, which is determined using the closing price on the trading day prior to the grant date. The Compensation Committee will consider whether or not to grant additional equity awards to the management team on an annual basis.

        The amount of equity compensation is determined by the Committee as part of the total mix of compensation, including base salary, long-term incentive compensation and short-term incentive compensation. The Committee uses information provided by its compensation consultant and independently developed by the Committee members regarding the composition and median value of equity compensation for equivalent executive officers in the comparator group as a reference point in its analysis of appropriate equity compensation for the CEO and the other Named Executive Officers. The Committee then applies its judgment and experience to balance the following factors in determining equity compensation for the CEO and the other Named Executive Officers:

•

responsibilities and duties of the relevant officer;



•

individual performance;




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•

Company performance;



•

stockholder return;



•

internal pay equity;



•

individual potential; and



•

retention risk.

        The Committee believes that a combination of stock options, performance-based restricted stock and time-based restricted stock aligns the executive's interests with those of the stockholders and provides an appropriate balance between long-term stock price appreciation, through stock options with a ten-year term, mid-term operating results, through performance-based restricted stock with a three-year performance period, and promotion of retention, through time-based restricted stock. In fiscal 2014,2016, the equity grants to the NEOs consisted of one-thirdthirty-two percent (32%) stock options, one-third performance- basedthirty-four percent (34%) performance-based restricted stock and one-thirdthirty-four percent (34%) time-based restricted stock.




TableClawback Policy

        The Board of ContentsDirectors has adopted a clawback policy that is consistent with the currently proposed SEC regulations mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. If needed to comply with the final regulations when issued, the Board of Directors will make changes to that policy.

Stock Ownership Guidelines

        On September 23, 2013, the Board of Directors approved stock ownership guidelines applicable to executive officers and members of the Board of Directors. The guidelines became effective on January 1, 2014 and establish the goal that, within five (5) years from the effective date, executive officers and directors each own an amount of the Company's common stock determined based upon a multiple of base salary, in the case of executive officers, or annual retainer, in the case of board members. The multiples are as follows: in the case of the Chief Executive Officer, 300% of base salary; in the case of all other executive officers, 200% of base salary; in the case of members of the Board of Directors, 400% of annual retainer. The calculation of shares owned by an individual includes shares owned directly or indirectly, including those subject to risk of forfeiture (but not forfeited) under the Company's 2009 Restricted Stock Plan.Plan or under the 2016 Incentive Compensation Plan for grants after November 2015. However, shares subject to stock options are not included in the calculation.

Stock Options

        The Company has two stock option plans that authorize the grant of non-qualified stock options to certain key employees and non-employee directors for the purchase of a maximum of 1,500,000 shares of common stock. The first option plan was adopted in 2004 and providesprovided for the grant of options to purchase up to 1,000,000 shares of common stock. No further grants may be made under the 2004 Plan. In January 2007, the Board of Directors adopted a newsubsequent option plan that provides for options to purchase up to 500,000 shares of common stock. All options granted under the plans vest in three equal annual installments on the first, second and third anniversaries of the grant date. After November 25, 2015, the Company is no longer granting awards from these Plans. In the future, the Company will grant stock option awards under the 2016 Incentive Compensation Plan.

        Under Internal Revenue Code Section 162(m), subject to an exception for qualifying performance-based compensation, the Company cannot deduct compensation of over $1.0 million in annual compensation paid to certain executive officers. Options granted pursuant to the Company's option plans are intended to qualify as qualifying performance-based compensation exempt from this deduction limitation. As a result, it is not anticipated that a grant




Table of options under these plans will cause the deduction limit to be exceeded for any executive.Contents

        The Compensation Committee granted stock options to the management team, including the Named Executive Officers, in November 2011,2013, November 20122014 and November 2013.2015. The Compensation Committee believes that the stock options, in conjunction with the other elements of compensation described herein, align management's interests with those of the stockholders and will provide no return whatsoever if stockholders do not also realize gains. In determining the number of shares underlying the options to be granted to the Named Executive Officers, the Compensation Committee established the value of thesuch shares underlying the options at $23.91 for the November 2011 grant, $13.92 for the November 2012 grant and $13.94 for the November 2013 grant, pursuant to Financial Accounting Standards Board ASC Topic 718$8.17 for the November 2014 grant and $8.37 for the November 2015 grant using the Black-Sholes pricing model.a fair value methodology. The Compensation Committee then set a total pool of options for grant to all executive officers of approximately $0.6 million for each of the November 2011, November 20122014 and November 20132015 grants.

Restricted Stock

        On February 23, 2009, the Company adopted a restricted stock plan that reserved 400,000 shares of common stock for issuance. Grants of restricted stock vest in accordance with the terms and conditions established by the Compensation Committee. The Compensation Committee may set restrictions on certain grants based on the achievement of specific performance goals, and vesting of grants to participants may also be time-based.




Table of Contents After November 25, 2015, the Company is no longer granting awards from this Plan, however, awards remain outstanding.

        Restricted stock grants are subject to forfeiture if employment or service terminates prior to the end of the vesting period or if the performance goal is not met, if applicable. The Company will assess, on an ongoing basis, the probability of whether the performance criteria will be achieved. The Company will recognize compensation expense over the performance period if it is deemed probable that the goal will be achieved. The fair value of the Company's restricted stock is determined based upon the closing price of the Company's common stock on the trading day before the grant date. The plan provides for the adjustment of the number of shares covered by an outstanding grant and the maximum number of shares for which restricted stock may be granted in the event of a stock split, extraordinary dividend or distribution or similar recapitalization event. Outstanding shares of restricted stock are entitled to receive dividends on shares of common stock.

2012 Fiscal Year Grants

        On November 25, 2011, executives, including the Named Executive Officers, were granted restricted stock. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the Compensation Committee established a three-year net income performance goal for the period of October 1, 2011 through September 30, 2014, which dictated whether those restricted shares vested or were forfeited. The outstanding restricted shares that were subject to time-based vesting vested on the third anniversary of the date of grant. The number of shares and value of restricted stock as of September 30, 2014 is listed in the Outstanding Equity Awards at Fiscal Year End table on page 29. Participants must be employees at the end of the performance period to receive a payout, except in the event of death or disability. In November 2014, a total of 5,900 shares of restricted stock granted to NEOs vested based upon passage of time while a total of 5,900 shares that were granted on November 25, 2011 were forfeited based upon the non-achievement of the three-year net income goal for the period of October 1, 2011 through September 30, 2014. The net income achieved for that period was $75.5 million with net income goal for that period being $165.0 million.

2013 Fiscal Year Grants

        On November 24, 2012, executives, including the Named Executive Officers, were granted restricted stock. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the Compensation Committee established a three-year net income performance goal for the period of October 1, 2012 through September 30, 2015, which will dictate whether those restricted shares will vest or be forfeited. The restricted shares that are subject to time-based vesting will vest on the third anniversary of the date of grant. The number of shares and value of restricted stock as of September 30, 2014 is listed in the Outstanding Equity Awards at Fiscal Year End table on page 29. Participants must be employees at the end of the performance period to receive a payout, except in the event of death or disability.

2014 Fiscal Year Grants

        On November 26, 2013, executives, including the Named Executive Officers, were granted restricted stock. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the Compensation Committee established a three-year net income performance goal for the period of October 1, 2013 through September 30, 2016, which will dictatedictated whether those restricted shares will vestvested or bewere forfeited. All of the performance-based awards were forfeited. The restricted shares that arewere subject to time-based vesting will vestvested on the third anniversary of the date of grant. The number of shares and value of restricted stock as of the grant dateSeptember 30, 2016 is listed in the Grants of Plan-BasedOutstanding Awards at Fiscal Year End table on page 27.29. Participants must be employees at the end of the performance period to receive a payout, except in the event of death, disability or disability.change in control.

2015 Fiscal Year Grants

        On November 24, 2014, executives, including the Named Executive Officers, were granted restricted stock. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the Compensation Committee established a three-year net income performance goal for the period of October 1, 2014 through September 30, 2017, which will dictate whether those restricted shares will vest or be forfeited on September 30, 2017. The restricted shares that are subject to time-based vesting will vest on the




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third anniversary of the date of grant. Participants must be employees at the end of the performance period to receive a payout, except in the event of death, disability or change in control.

2016 Fiscal Year Grants

        On November 24, 2015, executives, including the Named Executive Officers, were granted restricted stock. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the Compensation Committee established a three-year net income performance goal for the period of October 1, 2015 through September 30, 2018, which will dictate whether those restricted shares will vest or be forfeited. The performance-based shares will vest in equal installments on the first, second, and third anniversaries of the grant date provided that (a) the recipient is still an employee of the Company on such date, and (b) the Company has met annual net income performance goals set by the Company's Compensation Committee, provided that, if the Company has exceeded the total net income performance goal for the three year period, restricted shares that did not vest due to the Company's failure to meet the annual net income performance goals may vest at the end of such three year period. The restricted shares that were subject to time-based vesting will vest on the third anniversary of the date of grant. Participants must be employees at the end of the performance period to receive a payout, except in the event of death, disability or change in control.

        The fiscal 20142016 expense related to restricted stock grants to Named Executive Officers is listed in the Summary Compensation Table on page 26.

Benefits

        The Named Executive Officers are eligible for the same level and offering of benefits made available to other employees, including the Company's 401(k) plan (which provides for a matching contribution to be made by the Company), health care plan, life insurance plan and other welfare benefit programs. The Company pays premiums for life insurance for each of the Named Executive Officers. The Company's benefits are designed to be competitive with other employers in the central/northern Indiana region to enable it to compete for and retain employees.

        In addition, the Company maintains the Haynes International, Inc. Pension Plan, a defined benefit pension plan for the benefit of certain eligible domestic employees, including certain of the Named Executive Officers who were hired prior to December 31, 2005. As of December 31, 2005, the Pension Plan was closed to new salaried employees and, as of December 31, 2007, the benefits of all salaried participants in the Pension Plan were frozen, and no further benefits will accumulate.

Perquisites

        The Company provides limited perquisites to certain executives. These arrangements are primarily intended to increase the efficiency of an executive by allowing him or her to focus on business issues and to provide business and community development opportunities. In fiscal 2014,2016, these perquisites consisted of taxable automobile usage for Messrs. Comerford, Ishwar and Losch and country club memberships for Messrs. Comerford, LoschIshwar and Ishwar.Losch. In fiscal 2014,2016, no single perquisite exceeded $10,000 per person.

Severance; Change in Control

        Pursuant to his employment agreement, Mr. Comerford is entitled to compensation under certain circumstances relating to his severance from employment with the Company. In addition, the Company has entered into Termination Benefits Agreements with the Named Executive Officers (other than Mr. Comerford), which provide severance and change in control compensation. The Company recognizes that Haynes, as a publicly-traded company, may become the target of a proposal which




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could result in a change in control, and that such possibility and the uncertainty and questions which such a proposal may raise among management could cause the Company's Named Executive Officers to leave or could distract them in the performance of their duties, to the Company's detriment and the detriment of the Company's stockholders. The Company has entered into these agreements to protect the Named Executive Officers against the loss of their positions and to reinforce and encourage their continued attention to their assigned duties without distraction in the event of a proposed change in control transaction. The Company believes that these objectives are in the best interests of the Company and its stockholders. The Company also believes that it is in the best interests of the Company and its stockholders to offer such agreements to the Named Executive Officers insofar as the Company competes for executive talent in a highly competitive market in which companies routinely offer similar severance and change in control benefits to senior executives.

CEO Compensation

        Effective October 1, 2008, Mark M. Comerford was appointed President and CEO of the Company. With the recommendation and approval of the Compensation Committee, the Company entered into an Employment Agreement with Mr. Comerford on September 8, 2008, which was amended August 6, 2009. The agreement's initial term began at the close of business on September 30, 2008 and ended on September 30, 20122011 but is subject to automatic extension for one year periods thereafter assuming mutual consent of the Company and Mr. Comerford. The agreement was extended




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as of October 1, 2014.2016. Pursuant to the agreement as modified by the Compensation Committee, Mr. Comerford's base salary for fiscal 20142016 was $518,000$600,000 per year (84%(90% of the median Comparator Group CEO salary), with bonus targets to be determined by the Compensation Committee annually prior to or at the commencement of the applicable fiscal year.

Compensation Tables and Narrative Disclosure


        The following tables, footnotes and narratives provide information regarding the compensation, benefits and equity holdings in the Company for the CEO, CFO and the other Named Executive Officers.

Summary Compensation Table

        The narrative and footnotes below describe the total compensation paid for fiscal 2012, 20132014, 2015 and 20142016 to the Named Executive Officers, each of whom was serving as an executive officer on September 30, 2014,2016, the last day of the Company's fiscal year. For information on the role of each element of compensation within the total compensation package, please see the discussion above under "Compensation Discussion and Analysis".

        Salary—This column represents the base salary earned during fiscal 2012, 20132014, 2015 and 2014,2016, including any amounts invested by the Named Executive Officers in the Company's 401(k) plan.

        Bonus—This column represents all non-MIP cash bonuses earned by the Named Executive Officers in fiscal 2012, 2013 and 2014.

        Restricted Stock—This column represents the fair value of the restricted stock grant, which equals the closing price of the common stock on the trading day prior to the grant date, computed in accordance with FASB ASC Topic 718.

        Option Awards—This column represents the compensation expense the Company recognized for financial statement reporting purposes, computed in accordance with Financial Accounting Standards Board ASC Topic 718, with respect to stock options granted in fiscal 2012, 20132014, 2015 and 2014. Under FASB ASC Topic 718,2016. For options issued in fiscal 2014, 2015 and 2016, compensation expense iswas calculated using the Black-Sholes option pricing methoda fair value methodology and recognized over the expected life of the stock option.

        Non-Equity Incentive Plan Compensation—This column represents cash bonuses earned in fiscal 2012, 20132014, 2015 and 20142016 by the Named Executive Officers under the 2012, 20132014, 2015 and 20142016 MIP.




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        Change in Pension Value and Nonqualified Deferred Compensation Earnings—This column represents the actuarial increase during fiscal 20122014, 2015 and 20142016 in the pension value for the Named Executive Officers under the Haynes International, Inc. Pension Plan. During fiscal 2013, the actuarial present value of the pension benefit for each NEO to which it is applicable declined. A description of the Pension Plan can be found below under "Pension Benefits".

        All Other Compensation—This column represents all other compensation paid or provided to the Named Executive Officers for fiscal 2012, 20132014, 2015 and 20142016 not reported in previous columns, such as the




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Company's matching contributions to 401(k) plans, payment of insurance premiums and costs of providing certain perquisites and benefits.

Name And Principal Position		Year			Salary			Restricted Stock Awards(1)			Option Awards(2)			Non-Equity Incentive Plan Compensation(3)			Bonus			Change in Pension Value			All Other Compensation(4)			Total				Year			Salary			Restricted Stock Awards(1)			Options(2)			Non-Equity Incentive Plan Compensation(3)			Change in Pension			All Other Comp(4)			Total
M. M. Comerford			2012		$	500,061		$	335,280		$	167,370		$	462,000			—			N/A		$	55,842		$	1,520,553				2016		$	599,422		$	490,750		$	225,492			—			N/A		$	61,969		$	1,377,633
President & CEO			2013		$	518,000		$	354,904		$	175,392			—			—			N/A		$	56,624		$	1,104,920				2015		$	549,753		$	439,168		$	220,590		$	660,000			N/A		$	58,070		$	1,927,581
			2014		$	518,001		$	411,684		$	209,100			—			—			N/A		$	55,217		$	1,194,002				2014		$	518,001		$	411,684		$	209,100			—			N/A		$	55,217		$	1,194,002
D. W. Maudlin			2012		$	178,500		$	55,880		$	28,692		$	51,542			—		$	11,863		$	17,621		$	344,098				2016		$	259,856		$	132,125		$	59,641			—		$	12,622		$	22,002		$	486,246
VP of Finance & CFO			2013		$	218,580		$	95,920		$	45,936			—			—			—		$	18,561		$	378,997				2015		$	247,326		$	121,472		$	61,275		$	222,750		$	6,903		$	19,737		$	679,463
			2014		$	224,999		$	116,116		$	55,760			—			—		$	7,637		$	17,565		$	422,077				2014		$	224,999		$	116,116		$	55,760			—		$	7,637		$	17,565		$	422,077
M. C. Losch III			2012		$	222,001		$	89,408		$	45,429		$	128,205			—		$	69,734		$	23,406		$	578,183
VP Sales and			2013		$	230,001		$	95,920		$	47,328			—			—			—		$	29,905		$	403,154
Distribution			2014		$	230,001		$	116,116		$	55,760			—			—		$	46,317		$	26,281		$	474,475
S. R. Pinkham			2012		$	232,001		$	89,408		$	45,429		$	133,980			—		$	32,952		$	21,760		$	555,530				2016		$	263,367		$	128,350		$	58,007			—		$	35,068		$	21,856		$	506,648
VP of Manufacturing			2013		$	240,001		$	95,920		$	48,720			—			—			—		$	20,532		$	405,173				2015		$	251,908		$	121,472		$	58,824		$	226,800		$	19,197		$	20,080		$	698,281
			2014		$	240,001		$	116,116		$	55,760			—			—		$	21,224		$	19,205		$	452,306				2014		$	240,001		$	116,116		$	55,760			—		$	21,224		$	19,205		$	452,306
V. R. Ishwar			2012		$	232,059		$	89,408		$	45,429		$	133,980			—		$	54,596		$	31,260		$	586,732				2016		$	264,850		$	128,350		$	58,007			—		$	45,512		$	36,363		$	533,082
VP Marketing			2013		$	240,001		$	95,920		$	48,720			—			—			—		$	38,157		$	422,798
and Technology			2014		$	240,001		$	116,116		$	55,760			—			—		$	36,689		$	33,978		$	482,544
VP Marketing and Technology																															2015		$	251,908		$	121,472		$	58,824		$	189,000		$	42,510		$	34,856		$	698,570
																															2014		$	240,001		$	116,116		$	55,760			—		$	36,689		$	33,978		$	482,544
M. C. Losch III																															2016		$	254,871		$	124,575		$	56,373			—		$	69,223		$	31,410		$	536,452
VP Sales and Distribution																															2015		$	243,693		$	121,472		$	58,824		$	182,850		$	43,546		$	27,117		$	677,502
																															2014		$	230,001		$	116,116		$	55,760			—		$	46,317		$	26,281		$	474,475

---

⁽¹⁾

Shares of restricted stock were valued at the closing price of the Company's common stock on the day prior to the date of grant. Computed in accordance with FASB ASC Topic 718.



⁽²⁾

The options issued in fiscal 2014, 2015 and 2016 were valued pursuant to FASB ASC Topic 718 using the Black-Scholes option pricing model.a fair value methodology.



⁽³⁾

Amounts earned in fiscal 20122015 under the 20122015 MIP were paid in the first quarter of fiscal 2013.2016. No amounts were earned in fiscal 20132014 or fiscal 20142016 under the 20132014 or 20142016 MIP. Please see the discussion of the MIP under "Compensation Discussion and Analysis".





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⁽⁴⁾

During fiscal 2013, the actuarial present value of the pension benefit for each NEO declined in the following amounts: $7,799 for Mr. Maudlin; $38,433 for Mr. Losch; $21,648 for Mr. Pinkham; and $25,077 for Mr. Ishwar.



⁽⁵⁾

Amounts shown in the "All Other Compensation" column include the following:

Name		Year			Dividends On Restricted Stock			Life Insurance			Disability Insurance			401(k) Company Match			401(m) Company Match			Other			Total				Year			Dividends On Restricted Stock			Life Insurance			Disability Insurance			401(k) Company Match			401(m) Company Match			Other			Total
M. M. Comerford			2012		$	22,176		$	5,786		$	4,380		$	9,000			—		$	14,500		$	55,842				2016		$	26,576		$	6,942		$	6,480		$	9,311			—		$	12,660		$	61,969
			2013		$	19,888		$	6,942		$	6,480		$	9,180			—		$	14,134		$	56,624				2015		$	21,648		$	6,942		$	6,480		$	9,080			—		$	13,920		$	58,070
			2014		$	18,656		$	6,942		$	6,480		$	9,037			—		$	14,102		$	55,217				2014		$	18,656		$	6,942		$	6,480		$	9,037			—		$	14,102		$	55,217
D. W. Maudlin			2012		$	3,916		$	1,194		$	3,790		$	8,721			—			—		$	17,621				2016		$	7,304		$	1,735		$	3,437		$	9,526			—			—		$	22,002
			2013		$	4,026		$	1,501		$	3,312		$	9,722			—			—		$	18,561				2015		$	5,984		$	1,655		$	3,194		$	8,904			—			—		$	19,737
			2014		$	4,576		$	1,501		$	3,388		$	8,100			—			—		$	17,565				2014		$	4,576		$	1,501		$	3,388		$	8,100			—			—		$	17,565
M.C. Losch III			2012		$	7,414		$	1,535		$	4,042		$	6,455			—		$	3,960		$	23,406
			2013		$	5,764		$	1,535		$	4,882		$	6,564			—		$	11,160		$	29,905
			2014		$	5,104		$	1,535		$	1,357		$	6,336			—		$	11,949		$	26,281
S. R. Pinkham			2012		$	7,876		$	1,548		$	3,280		$	9,056			—			—		$	21,760				2016		$	7,216		$	1,761		$	3,531		$	9,348			—			—		$	21,856
			2013		$	5,852		$	1,601		$	4,037		$	9,042			—			—		$	20,532				2015		$	5,984		$	1,681		$	3,346		$	9,069			—			—		$	20,080
			2014		$	5,104		$	1,601		$	3,860		$	8,640			—			—		$	19,205				2014		$	5,104		$	1,601		$	3,860		$	8,640			—			—		$	19,205
V. R. Ishwar			2012		$	4,752		$	1,548		$	4,969		$	8,695		$	136		$	11,160		$	31,260				2016		$	7,216		$	1,768		$	6,538		$	9,321			—		$	11,520		$	36,363
			2013		$	5,192		$	1,601		$	7,033		$	9,042		$	1,019		$	14,270		$	38,157				2015		$	5,984		$	1,681		$	6,343		$	9,328			—		$	11,520		$	34,856
			2014		$	5,104		$	1,601		$	6,856		$	8,494			—		$	11,923		$	33,978				2014		$	5,104		$	1,601		$	6,856		$	8,494			—		$	11,923		$	33,978
M.C. Losch III																												2016		$	7,128		$	1,701		$	4,511		$	6,550			—		$	11,520		$	31,410
																												2015		$	5,984		$	1,628		$	1,377		$	6,608			—		$	11,520		$	27,117
																												2014		$	5,104		$	1,535		$	1,357		$	6,336			—		$	11,949		$	26,281




Table of Contents

Grants of Plan-Based Awards in Fiscal 20142016

        During fiscal 2014,2016, the Named Executive Officers received three types of plan-based awards:

        Management Incentive Plan—On November 26, 2013,24, 2015, the Named Executive Officers were awarded grants under the Company's 20142016 MIP. Under the plan, certain employees of the Company, including the Named Executive Officers, were eligible for cash awards if the Company met certain net income targets established by the Compensation Committee for fiscal 2014.2016. The amount of the cash awards could range between 40% and 120% of base salary for Mr. Comerford, 25% and 75% of base salary for Messrs. Ishwar Pinkham and Losch; and 30% and 90% for Mr.Messrs. Maudlin and Pinkham, depending on the level of net income earned by the Company compared to the targeted amount.

        Stock Options—Non-qualified options were granted on November 26, 201324, 2015 under the Haynes International, Inc. 2007 Stock Option Plan. Each option vests in three equal installments on the first, second and third anniversaries of the grant date, remains exercisable for ten years and has an exercise price equal to the closing stock price on the trading day prior to the date of grant.

        Restricted Stock—On November 26, 2013,24, 2015, executives, including the Named Executive Officers, were granted restricted stock under the Haynes International, Inc. 2009 Restricted Stock Plan. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the shares will vest in equal installments on the first, second and third anniversaries of the grant date provided that (a) the recipient is still an employee of the Company on such date and (b) the Company has met annual net income performance goals set by the Company's Compensation Committee, established a three-yearprovided that, if the Company has exceeded the total net income performance goal for the three year period of October 1, 20132015 through September 30, 2016 which will determine whether these2018, restricted shares willthat did not vest or be forfeited on September 30, 2016.due to the Company's failure to meet the annual net income performance goals may vest at the end of such three year period. The restricted shares which are subject to time-based vesting will vest on the third anniversary of the date of grant.




Table of Contents

Grants of Plan-Based Awards Table

																Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units			All Other Option Awards: Number of Securities Underlying Options						Grant Date Fair Value of Stock and Option Awards(2)																		Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units			All Other Option Awards: Number of Securities Underlying Options						Grant Date Fair Value of Stock and Option Awards(2)
							Estimated Possible Payouts Under Non-Equity Incentive Plan Awards																		Exercise or Base Price of Option Awards(1)												Estimated Possible Payouts Under Non-Equity Incentive Plan Awards																		Exercise or Base Price of Option Awards(1)
				Grant Date																										Grant Date Fair Value of Stock and Option Awards(2)				Grant Date																										Grant Date Fair Value of Stock and Option Awards(2)
Name		Grant Type					Threshold			Target			Maximum																			Grant Type					Threshold			Target			Maximum
M. M. Comerford		MIP			11/26/13		$	207,200		$	414,400		$	621,600																		MIP			11/24/15		$	240,000		$	480,000		$	720,000
		Option			11/26/13																		15,000		$	52.78		$	209,100			Option			11/24/15																		27,600		$	37.75		$	231,012
		Restricted Stock-Time-based			11/26/13															3,900								$	205,842			Restricted Stock-Time-based			11/24/15															6,500								$	245,375
		Restricted Stock-Perf.-based			11/26/13												3,900											$	205,842			Restricted Stock-Perf.-based			11/24/15												6,500											$	245,375
D. W. Maudlin		MIP			11/26/13		$	67,500		$	135,000		$	202,500																		MIP			11/24/15		$	78,000		$	156,000		$	234,000
		Option			11/26/13																		4,000		$	52.78		$	55,760			Option			11/24/15																		7,300		$	37.75		$	61,101
		Restricted Stock-Time-based			11/26/13															1,100								$	58,058			Restricted Stock-Time-based			11/24/15															1,750								$	66,063
		Restricted Stock-Perf.-based			11/26/13												1,100											$	58,058			Restricted Stock-Perf.-based			11/24/15												1,750											$	66,063
M. C. Losch III		MIP			11/26/13		$	57,500		$	115,000		$	172,500
		Option			11/26/13																		4,000		$	52.78		$	55,760
		Restricted Stock-Time-based			11/26/13															1,100								$	58,058
		Restricted Stock-Perf.-based			11/26/13												1,100											$	58,058
S. R. Pinkham		MIP			11/26/13		$	60,000		$	120,000		$	180,000																		MIP			11/24/15		$	79,050		$	158,100		$	237,150
		Option			11/26/13																		4,000		$	52.78		$	55,760			Option			11/24/15																		7,100		$	37.75		$	59,427
		Restricted Stock-Time-based			11/26/13															1,100								$	58,058			Restricted Stock-Time-based			11/24/15															1,700								$	64,175
		Restricted Stock-Perf.-based			11/26/13												1,100											$	58,058			Restricted Stock-Perf.-based			11/24/15												1,700											$	64,175
V. R. Ishwar		MIP			11/26/13		$	60,000		$	120,000		$	180,000																		MIP			11/24/15		$	66,250		$	132,500		$	198,750
		Option			11/26/13																		4,000		$	52.78		$	55,760			Option			11/24/15																		7,100		$	37.75		$	59,427
		Restricted Stock-Time-based			11/26/13															1,100								$	58,058			Restricted Stock-Time-based			11/24/15															1,700								$	64,175
		Restricted Stock-Perf.-based			11/26/13												1,100											$	58,058			Restricted Stock-Perf.-based			11/24/15												1,700											$	64,175
M. C. Losch III																																MIP			11/24/15		$	63,750		$	127,500		$	191,250
																																Option			11/24/15																		6,900		$	37.75		$	57,753
																																Restricted Stock-Time-based			11/24/15															1,650								$	62,288
																																Restricted Stock-Perf.-based			11/24/15												1,650											$	62,288

---

⁽¹⁾

The exercise price of each option is equal to the closing market price of shares of common stock on the trading day prior to the grant date.



⁽²⁾

Represents the grant date fair value calculated in accordance with FASB ASC Topic 718, but excludes any forfeiture assumptions related to service- basedservice-based vesting conditions as prescribed by SEC rules.




Table of Contents

Outstanding Equity Awards at Fiscal Year-End

        The table below provides information on the Named Executive Officers' outstanding equity awards as of September 30, 2014.2016. The equity awards consist of stock options and shares of restricted stock. The table includes the following:

        Number of Securities Underlying Unexercised Options (Exercisable)—This column represents options to buy shares of common stock which are fully vested and subject to forfeiture only with respect to a break in service.

        Number of Securities Underlying Unexercised Options (Unexercisable)—This column represents options to buy shares of common stock which are not fully vested. All options vest in three equal annual installments on the first, second and third anniversaries of the grant date.

        Option Exercise Price—All outstanding option exercise prices are equal to the closing market price of shares of common stock on the day prior to grant date.

        Option Expiration Date—This is the date upon which an option will expire if not yet exercised by the option holder. In all cases, this is ten years from the date of grant.

        Number of Shares that Have Not Vested and Number of Unearned Shares That Have Not Vested—All —All shares of restricted stock granted in fiscal 20142016 are unvested. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the shares will vest in equal installments on the first, second and third anniversaries of the grant date provided that (a) the recipient is still an employee of the Company on such date and (b) the Company has met annual net income performance goals set by the Company's Compensation Committee, established a three-yearprovided that, if the Company has exceeded the total net income performance goal for the three year period of October 1, 20132015 through September 30, 2016 which will determine whether these2018, restricted shares willthat did not vest or be forfeited.due to the Company's failure to meet the annual net income performance goals may vest at the end of such three year period. The restricted shares which are subject to time-based vesting will vest on the third anniversary of the date of grant.grant if the NEO is still employed by the Company on that date.




Table of Contents

        Market Value of Shares That Have Not Vested and Market Value of Unearned Shares That Have Not Vested—The —The market value of unvested shares of restricted stock is based upon the September 30, 20142016 closing price of the Company's common stock of $45.99$37.11 and is calculated in accordance with FASB ASC Topic 718.

		Option Awards															Restricted Stock Awards													Option Awards															Restricted Stock Awards
Name		Grant Date			Number of securities underlying unexercised options (Exercisable)(1)			Number of securities underlying unexercised options (Unexercisable)			Option Exercise Price			Option Expiration Date			Number of Shares that Have Not Vested(2)			Market Value of Shares That Have Not Vested			Number of Unearned Shares That Have Not Vested(3)			Market Value of Unearned Shares That Have Not Vested				Grant Date			Number of securities underlying unexercised options (Exercisable)(1)			Number of securities underlying unexercised options (Unexercisable)			Option Exercise Price			Option Expiration Date			Number of Shares that Have Not Vested(2)			Market Value of Shares That Have Not Vested			Number of Unearned Shares That Have Not Vested(3)			Market Value of Unearned Shares That Have Not Vested
M. M. Comerford			10/01/08			20,000			—		$	46.83			10/01/18			—			—			—			—				10/01/08			20,000			—		$	46.83			10/01/18			—			—			—			—
			11/24/10			8,800					$	40.26			11/24/20																11/24/10			8,800			—		$	40.26			11/24/20			—			—			—			—
			11/25/11			4,667			2,333		$	55.88			11/25/21			3,000		$	137,970			3,000		$	137,970				11/25/11			7,000			—		$	55.88			11/25/21			—			—			—			—
			11/20/12			4,200			8,400		$	47.96			11/20/22			3,700		$	170,163			3,700		$	170,163				11/20/12			12,600			—		$	47.96			11/20/22			—			—			—			—
			11/26/13			—			15,000		$	52.78			11/26/23			3,900		$	179,361			3,900		$	179,361				11/26/13			10,000			5,000		$	52.78			11/26/23			3,900		$	144,729			3,900		$	144,729
D. W. Maudlin			3/30/07			5,000			—		$	72.93			3/30/17			—			—			—			—
			3/31/08			6,000			—		$	54.00			3/31/18			—			—			—			—				11/25/14			9,000			18,000		$	46.72			11/25/24			4,700		$	174,417			4,700		$	174,417
			11/25/11			800			400		$	55.88			11/25/21			500		$	22,995			500		$	22,995				11/24/15			—			27,600		$	37.75			11/24/25			6,500		$	241,215			6,500		$	241,215
			11/20/12			1,100			2,200		$	47.96			11/20/22			1,000		$	45,990			1,000		$	45,990
			11/26/13			—			4,000		$	52.78			11/26/23			1,100		$	50,589			1,100		$	50,589
M. C. Losch II			3/30/07			8,000			—		$	72.93			3/30/17			—			—			—			—
			3/31/08			6,500			—		$	54.00			3/31/18			—			—			—			—
D. W. Maudlin																															03/30/07			5,000			—		$	72.93			3/30/17			—			—			—			—
			3/31/09			2,084			—		$	17.82			3/31/19			—			—			—			—				03/31/08			6,000			—		$	54.00			3/31/18			—			—			—			—
			1/08/10			3,700			—		$	34.00			1/08/20			—			—			—			—				11/25/11			1,200			—		$	55.88			11/25/21			—			—			—			—
			11/24/10			2,300			—		$	40.26			11/24/20																11/20/12			3,300			—		$	47.96			11/20/22			—			—			—			—
			11/25/11			1,267			633		$	55.88			11/25/21			800		$	36,792			800		$	36,792				11/26/13			2,667			1,333		$	52.78			11/26/23			1,100		$	40,821			1,100		$	40,821
			11/20/12			1,133			2,267		$	47.96			11/20/22			1,000		$	45,990			1,000		$	45,990				11/25/14			2,500			5,000		$	46.72			11/25/24			1,300		$	48,243			1,300		$	48,243
			11/26/13			—			4,000		$	52.78			11/26/23			1,100		$	50,589			1,100		$	50,589				11/24/15			—			7,300		$	37.75			11/24/25			1,750		$	64,943			1,750		$	64,943
S. R. Pinkham			3/30/07			5,000			—		$	72.93			3/30/17			—			—			—			—				03/30/07			5,000			—		$	72.93			3/30/17			—			—			—			—
			3/31/08			10,000			—		$	54.00			3/31/18			—			—			—			—				03/31/08			10,000			—		$	54.00			3/31/18			—			—			—			—
			3/31/09			6,500			—		$	17.82			3/31/19			—			—			—			—				03/31/09			6,500			—		$	17.82			3/31/19			—			—			—			—
			1/08/10			4,100			—		$	34.00			1/08/20			—			—			—			—				01/08/10			4,100			—		$	34.00			1/08/20			—			—			—			—
			11/24/10			2,500			—		$	40.26			11/24/20																11/24/10			2,500			—		$	40.26			11/24/20			—			—			—			—
			11/25/11			1,267			633		$	55.88			11/25/21			800		$	36,792			800		$	36,792				11/25/11			1,900			—		$	55.88			11/25/21			—			—			—			—
			11/20/12			1,167			2,333		$	47.96			11/20/22			1,000		$	45,990			1,000		$	45,990				11/20/12			3,500			—		$	47.96			11/20/22			—			—			—			—
			11/26/13			—			4,000		$	52.78			11/26/23			1,100		$	50,589			1,100		$	50,589				11/26/13			2,667			1,333		$	52.78			11/26/23			1,100		$	40,821			1,100		$	40,821
																															11/25/14			2,400			4,800		$	46.72			11/25/24			1,300		$	48,243			1,300		$	48,243
																															11/24/15			—			7,100		$	37.75			11/24/25			1,700		$	63,087			1,700		$	63,087
V. R. Ishwar			01/08/10			2,500			—		$	34.00			1/08/20			—			—			—			—				01/08/10			2,500			—		$	34.00			1/08/20			—			—			—			—
			11/24/10			2,100			—		$	40.26			11/24/20																11/24/10			2,100			—		$	40.26			11/24/20			—			—			—			—
			11/25/11			1,267			633		$	55.88			11/25/21			800		$	36,792			800		$	36,792				11/25/11			1,900			—		$	55.88			11/25/21			—			—			—			—
			11/20/12			1,167			2,333		$	47.96			11/20/22			1,000		$	45,990			1,000		$	45,990				11/20/12			3,500			—		$	47.96			11/20/22			—			—			—			—
			11/26/13			—			4,000		$	52.78			11/26/23			1,100		$	50,589			1,100		$	50,589				11/26/13			2,667			1,333		$	52.78			11/26/23			1,100		$	40,821			1,100		$	40,821
																															11/25/14			2,400			4,800		$	46.72			11/25/24			1,300		$	48,243			1,300		$	48,243
																															11/24/15			—			7,100		$	37.75			11/24/25			1,700		$	63,087			1,700		$	63,087
M. C. Losch II																															03/30/07			8,000			—		$	72.93			3/30/17			—			—			—			—
																															03/31/08			6,500			—		$	54.00			3/31/18			—			—			—			—
																															03/31/09			2,084			—		$	17.82			3/31/19			—			—			—			—
																															01/08/10			3,700			—		$	34.00			1/08/20			—			—			—			—
																															11/24/10			2,300			—		$	40.26			11/24/20			—			—			—			—
																															11/25/11			1,900			—		$	55.88			11/25/21			—			—			—			—
																															11/20/12			3,400			—		$	47.96			11/20/22			—			—			—			—
																															11/26/13			2,667			1,333		$	52.78			11/26/23			1,100		$	40,821			1,100		$	40,821
																															11/25/14			2,400			4,800		$	46.72			11/25/24			1,300		$	48,243			1,300		$	48,243
																															11/24/15			—			6,900		$	37.75			11/24/25			1,650		$	61,232			1,650		$	61,232

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⁽¹⁾

Vest in three equal annual installments on the first, second and third anniversaries of the grant date.



⁽²⁾

Vest on the third anniversary of the grant date.



⁽³⁾

Vest on the third anniversary of the grant date if the Company has met a three-year net income performance goal.

Option Exercises and Stock Vested

        Mr. Comerford exercised options to purchase 15,000 shares and sold 11,841 shares on December 27, 2013. Mr. Maudlin exercised and sold 3,904 shares on December 9, 2013. The following




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Option Exercises and Stock Vested

        During fiscal 2016 no options were exercised by the Named Executive Officers. The following table provides information concerning the exercise of stock options and vesting of restricted stock awards for the Named Executive Officers in fiscal 2014.2016.

		Option Awards						Stock Awards							Option Awards						Stock Awards
		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(2)				Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(1)
M. M. Comerford			15,000		$	390,050			7,200		$	384,336				—			—			3,700		$	137,751
D. W. Maudlin			3,904		$	83,497			1,200		$	64,056				—			—			1,000		$	37,230
M. C. Losch II			—			—			2,200		$	117,436
S. R. Pinkham			—			—			2,200		$	117,436				—			—			1,000		$	37,230
V. R. Ishwar			—			—			1,800		$	96,084				—			—			1,000		$	37,230
M. C. Losch II																—			—			1,000		$	37,230

---

⁽¹⁾

This column is calculated by multiplying the number of shares acquired by the difference between the actual sale price on the date of exercise and the exercise price of the stock options. The Named Executive Officers exercised the following stock options in fiscal 2014.

Name		Date of Exercise			Number of Shares Acquired on Exercise (#)			Option Exercise Price ($/Share)			Sold or Retained		Sale or Closing Price on Date of Exercise ($/Share)			Value Realized on Exercise ($)
M.M. Comerford			12/27/13			5,000		$	17.82		Partially Retained(a)		$	54.61		$	183,950
			12/27/13			10,000		$	34.00		Partially Retained(b)		$	54.61		$	206,100
D.W. Maudlin			12/09/13			804		$	17.82		Sold		$	54.14		$	29,201
			12/09/13			1,800		$	34.00		Sold		$	54.14		$	36,252
			12/09/13			1,300		$	40.26		Sold		$	54.14		$	18,044

---

^(a)

Upon exercising, Mr. Comerford sold 3,380 shares and retained 1,620 shares



^(b)

Upon exercising, Mr. Comerford sold 8,461 shares and retained 1,539 shares

⁽²⁾

This column is calculated by multiplying the number of shares acquired by the closing price of a share of Common Stock on the vesting date. The Named Executive Officers had the following stock awards vest in fiscal 2014:2016:

Name		Type of Award		Vesting Date			Number of Shares Acquired on Vesting (#)			Closing Price on Vesting Date ($/Share)			Value Realized on Vesting ($)				Type of Award		Vesting Date			Number of Shares Acquired on Vesting (#)			Closing Price on Vesting Date ($/Share)			Value Realized on Vesting ($)
M.M. Comerford		Time-Based Restricted Stock			11/24/13			3,600		$	53.38		$	192,168			Time-Based Restricted Stock			11/20/15			3,700		$	37.23		$	137,751
		Performance-Based Restricted Stock			11/24/13			3,600		$	53.38		$	192,168
D.W. Maudlin		Time-Based Restricted Stock			11/24/13			600		$	53.38		$	32,028			Time-Based Restricted Stock			11/20/15			1,000		$	37.23		$	37,230
		Performance-Based Restricted Stock			11/24/13			600		$	53.38		$	32,028
S.R. Pinkham																	Time-Based Restricted Stock			11/20/15			1,000		$	37.23		$	37,230
V.R. Ishwar																	Time-Based Restricted Stock			11/20/15			1,000		$	37.23		$	37,230
M.C. Losch II		Time-Based Restricted Stock			11/24/13			1,100		$	53.38		$	58,718			Time-Based Restricted Stock			11/20/15			1,000		$	37.23		$	37,230
		Performance-Based Restricted Stock			11/24/13			1,100		$	53.38		$	58,718
S.R. Pinkham		Time-Based Restricted Stock			11/24/13			1,100		$	53.38		$	58,718
		Performance-Based Restricted Stock			11/24/13			1,100		$	53.38		$	58,718
V.R. Ishwar		Time-Based Restricted Stock			11/24/13			900		$	53.38		$	48,042
		Performance-Based Restricted Stock			11/24/13			900		$	53.38		$	48,042

Pension Benefits

        The Company maintains a defined benefit pension plan for the benefit of eligible domestic employees designated as the Haynes International, Inc. Pension Plan. The pension plan is qualified under Section 401 of the Internal Revenue Code, permitting the Company to deduct for federal income tax purposes all amounts the Company contributes to the pension plan pursuant to funding




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requirements. The following table sets forth the present value of accumulated benefits payable in installments after retirement, based on retirement at age 65. As of December 31, 2005, the Pension Plan was closed to new salaried employees and, as of December 31, 2007, the benefits of all salaried participants in the Pension Plan were frozen and no further benefits will accumulate. No payments were made to any of the Named Executive Officers pursuant to the Pension Plan in fiscal 2014.2016.

Name		Year			Plan Name		Number of Years Credited Service			Present Value of Accumulated Benefit				Year			Plan Name		Number of Years Credited Service			Present Value of Accumulated Benefit
M. M. Comerford			2014		Defined Benefit			NA			—				2016		Defined Benefit			NA			—
D. W. Maudlin			2014		Defined Benefit			9		$	48,913				2016		Defined Benefit			11		$	68,438
M. C. Losch III			2014		Defined Benefit			26		$	356,697
S. R. Pinkham			2014		Defined Benefit			14		$	135,881				2016		Defined Benefit			16		$	190,146
V. R. Ishwar			2014		Defined Benefit			29		$	370,414				2016		Defined Benefit			31		$	458,436
M. C. Losch III															2016		Defined Benefit			28		$	469,466

        Participants in the pension plan are eligible to receive an unreduced pension annuity upon the first to occur of (i) reaching age 65, (ii) reaching age 62 and completing ten years of benefit service or (iii) completing 30 years of benefit service. The final option is available only for salaried employees who were plan participants in the pension plan on March 31, 1987. For salaried employees who retire on or after July 2, 2002 under option (i) or (ii) above, the normal monthly pension benefit provided under the pension plan is the greater of (i) 1.6% of the employee's average monthly earnings




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multiplied by years of benefit service, plus an additional 0.5% of the employee's average monthly earnings, if any, in excess of Social Security covered compensation multiplied by years of benefit service up to 35 years, or (ii) the employee's accrued benefits as of September 30, 2002. For salaried employees who retire on or after July 2, 2002 under option (iii) above (with 30 years of benefit service), the normal monthly pension provided under the pension plan is equal to one of the following as elected by the participant: (i) the accrued benefit as of March 31, 1987 plus any supplemental retirement benefit payable to age 62; (ii) the accrued benefit as of March 31, 1987 plus any supplemental retirement benefit payable to any age elected by the participant (prior to 62) and thereafter the actuarial equivalent of the benefit payable for retirement under options (i) and (ii) above; or (iii) if the participant is at least age 55, the actuarial equivalent of the benefit payable for retirement under options (i) and (ii) above. There are provisions for delayed retirement, early retirement benefits, disability retirement, death benefits, optional methods of benefits payments, payments to an employee who leaves after five or more years of service and payments to an employee's surviving spouse. Participants' interests are vested and they are eligible to receive pension benefits after completing five years of service. However, all participants as of October 1, 2001 became 100% vested in their benefits on that date. Vested benefits are generally paid to retired employees beginning at or after age 55.

Potential Payments Upon Termination or Change of Control

        As described in the Compensation Discussion and Analysis, Mr. Comerford has an employment agreement and the other Named Executive Officers have termination benefits agreements that provide for payments to the Named Executive Officers at, following or in connection with a termination of their employment in the circumstances described in those agreements. In addition, certain of the Company's compensation plans and arrangements provide for acceleration of vesting of outstanding unvested options and restricted stock in certain circumstances described therein, including a "change of control" of the Company.

        The information below generally describes payments or benefits payable to the Named Executive Officers (including Mr. Comerford) under agreements between the Named Executive Officers and the Company or under the Company's compensation plans and arrangements in the event of a change of




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control of the Company or the termination of the Named Executive Officer's employment, whether prior to or following a change of control of the Company. Any such payments or benefits that a Named Executive Officer has elected to defer would be provided in accordance with the requirements of Internal Revenue Code Section 409A. Payments or benefits under other plans and arrangements that are generally available to the Company's employees on similar terms are not described. Certain capitalized terms used in this discussion are defined under the caption "Certain Definitions" below.

Conditions and Obligations Applicable to Receipt of Termination/Change of Control Payments

        Under the applicable compensation agreements, each Named Executive Officer has agreed not to compete with, or solicit the employees of the Company during and for a one-year period (two years for Mr. Comerford) after termination of employment. Further, each Named Executive Officer is obligated to maintain the confidentiality of Company information and to assign all inventions, improvements, discoveries, designs, works of authorship, concepts or ideas or expressions thereof to the Company. The Company is entitled to cease making payments or providing benefits due under the applicable agreement if the Named Executive Officer breaches the confidentiality, non-competition or non-solicitation provisions of the agreement.

        As a condition to the receipt of the payments and other benefits to be received by the Named Executive Officers under the applicable agreements upon termination of employment, each Named Executive Officer must execute and deliver to the Company a release of all claims against the Company, including claims arising out of his employment with the Company. Certain payments to Mr. Comerford are required to be made or commence on the date that the release executed by him in




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connection with the termination of his employment becomes effective (generally seven days following execution thereof by Mr. Comerford). In addition to the release, Named Executive Officers may be asked to sign letter agreements reaffirming their applicable confidentiality, non-competition and non-solicitation obligations and may enter into extended non-competition agreements with the Company.

Payments Made Upon Death or Disability

        Upon death or total disability, the Company's compensation plans and arrangements for the Named Executive Officers provide as follows:

•

Each Named Executive Officer (other than Mr. Comerford) or his heirs, estate, personal representative or legal guardian, as appropriate, is entitled to receive a lump sum payment equal to the sum of (i) the Named Executive Officer's earned but unpaid base salary and bonus through the termination date; (ii) any reimbursable expenses incurred by the Named Executive Officer and not reimbursed as of the termination date; and (iii) a bonus for the fiscal year in which the termination date occurs in an amount equal to his target bonus for such fiscal year pro-rated based upon the number of days he worked in the fiscal year in which the termination date occurs.



•

Mr. Comerford or his heirs, estate, personal representative or legal guardian, as appropriate, is entitled to receive a lump sum payment equal to the sum of (i) his earned but unpaid base salary through the termination date; (ii) any bonus earned prior to the termination date that remains unpaid on the termination date; and (iii) any reimbursable expenses incurred by Mr. Comerford and not reimbursed as of the termination date.date, and (iv) a bonus for the fiscal year in which the termination date occurs in an amount equal to his target bonus for such fiscal year pro-rated based upon the number of days he worked in the fiscal year in which the termination date occurs.



•

All unvested stock options held by the Named Executive Officer will vest immediately and all options will remain exercisable for six months from the termination date, but in no event later than the expiration date of such stock options as specified in the applicable option agreement.






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•

All restrictions on transfer of any shares of restricted stock held by the Named Executive Officer on the termination date, including vesting conditions, will lapse as of the termination date, so long as the Named Executive Officer has been continuously employed by the Company between the grant date and the termination date.



•

In the case of death, the Named Executive Officer's designated beneficiary is entitled to receive the death benefit under a Company-provided life insurance policy in the amount of two times the Named Executive Officer's base salary (four times base salary for Mr. Comerford).



•

In the case of total disability, the Named Executive Officer will be entitled to disability benefits under the Company's executive long-term disability plans. Each Named Executive Officer is entitled to disability benefits under a group plan and an individual plan. The group plan provides for a monthly benefit equal to 50% of monthly base salary, subject to a maximum benefit of $10,000 per month. The individual plan provides for a monthly benefit equal to 70% of monthly base salary, subject to a maximum benefit of $5,000 per month. Benefits under the plan are payable monthly beginning 90 days after the employee becomes disabled and continuing until age 65.

Payments Made Upon Other Termination

        If the employment of any of the Named Executive Officers (other than Mr. Comerford) is terminated by the Company for "cause" (as defined in the Termination Benefits Agreements), or is terminated by the Named Executive Officer without "good reason"(as defined in the Termination Benefits Agreements), the Named Executive Officer would be entitled to receive a lump sum cash




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payment equal to the sum of (i) the Named Executive Officer's earned but unpaid base salary through the termination date; (ii) any accrued but unpaid compensation, including any unpaid bonus compensation; and (iii) any reimbursable expenses incurred by the Named Executive Officer and not reimbursed as of the termination date.

        If, prior to or more than 12 months after any change of control, the employment of any Named Executive Officer (other than Mr. Comerford) is terminated by the Company without "cause" or is terminated by the Named Executive Officer with "good reason", the Named Executive Officer would be entitled to receive a lump sum payment equal to the sum of (i) the Named Executive Officer's earned but unpaid base salary through the termination date; (ii) any accrued but unpaid compensation, including any unpaid bonus compensation; (iii) any reimbursable expenses incurred by the Named Executive Officer and not reimbursed as of the termination date; and (iv) a bonus for the fiscal year in which the termination date occurs in an amount equal to his target bonus for such fiscal year pro-rated based upon the number of days he worked in the fiscal year in which the termination date occurs.

        If Mr. Comerford's employment is terminated by the Company for "cause" (as defined in his employment agreement), or by Mr. Comerford without "good reason" (as defined in his employment agreement), Mr. Comerford is entitled to receive a lump sum payment equal to the sum of (i) his earned but unpaid base salary through the termination date; (ii) any bonus earned prior to the termination date that remains unpaid on the termination date; and (iii) any reimbursable expenses incurred by Mr. Comerford and not reimbursed as of the termination date.

        If, prior to or more than 24 months after a change of control, Mr. Comerford's employment is terminated by the Company without "cause" or by Mr. Comerford for "good reason",

•

Mr. Comerford is entitled to receive a lump sum payment equal to the sum of (i) his earned but unpaid base salary through the termination date; (ii) any bonus earned prior to the termination date that remains unpaid on the termination date; and (iii) any reimbursable expenses incurred by Mr. Comerford and not reimbursed as of the termination date.






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•

Mr. Comerford is entitled to a continuation of his annual salary as in effect immediately prior to such termination date through the end of the then current employment term, payable in accordance with the then prevailing payroll practices of the Company.



•

If Mr. Comerford is not otherwise entitled to a bonus for the same period or fiscal year as part of his termination benefits, Mr. Comerford is entitled to receive a bonus for the fiscal year in which the termination date occurs in an amount equal to his target bonus for such fiscal year pro-rated based upon the number of whole months he worked in the fiscal year in which the termination date occurs.

Payments Made Upon or Following a Change of Control

        The Company's 2009 Restricted Stock Plan provides that all restrictions imposed on shares of restricted stock subject to restricted stock awards under the plan, including vesting conditions, lapse upon a change of control. Similarly, all unvested stock options issued pursuant to the Company's stock option plans vest automatically upon the occurrence of the events described in clauses (i) or (ii) of the definition of a "change of control" below, and the Board of Directors has discretion to accelerate the vesting of unvested stock options in the event of any other event constituting a change of control. In the event that the employment of a Named Executive Officer (other than Mr. Comerford) is terminated by the Company without "cause" or by the Named Executive Officer for "good reason" within 12 months following a change of control,

•

The Named Executive Officer is entitled to receive a lump sum payment equal to the sum of (i) the Named Executive Officer's accrued but unpaid base salary through the termination date; (ii) any accrued but unpaid compensation, including any unpaid bonus compensation; (iii) any reimbursable expenses incurred by the Named Executive Officer and not reimbursed as of the




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termination date; (iv) a bonus for the fiscal year in which the termination date occurs in an amount equal to his target bonus for such fiscal year pro- ratedpro-rated based upon the number of days he worked in the fiscal year in which the termination date occurs; and (v) an amount equal to one year's base salary.



•

AllSubject to the discretion of the Board of Directors as described above, all unvested stock options held by the Named Executive Officer will vest immediately and all options will remain exercisable for one year from the termination date, but in no event later than the expiration date of such stock options as specified in the applicable option agreement.



•

The Named Executive Officer and his dependents are entitled to medical, hospitalization and life insurance benefits that he received immediately prior to termination for a period of one year following the termination date, unless the Named Executive Officer obtains comparable benefits from another employer.

        If Mr. Comerford's employment is terminated by the Company without "cause" or by Mr. Comerford for "good reason" within 24 months after a change of control,

•

Mr. Comerford is entitled to receive a lump sum payment equal to the sum of (i) his earned but unpaid base salary through the termination date; (ii) any bonus earned prior to the termination date that remains unpaid on the termination date; and (iii) any reimbursable expenses incurred by Mr. Comerford and not reimbursed as of the termination date.date, and (iv) a bonus for the fiscal year in which the termination date occurs in an amount equal to his target bonus for such fiscal year pro-rated based upon the number of days he worked in the fiscal year in which the termination date occurs.



•

Mr. Comerford is entitled to a cash payment equal to three times his annual salary as in effect immediately prior to the termination date, payable in equal monthly installments of one-twelfth of the total amount of the cash payment.



•

Any unvested stock options held by Mr. Comerford as of the termination date will become vested and exercisable and will remain exercisable after the termination date for a period equal




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to the lesser of (i) six months following the termination date or (ii) the expiration of the original exercise period of such option.




•
Mr. Comerford and his dependents are entitled to medical, hospitalization and life insurance benefits that he received immediately prior to termination through and including the termination date.

Certain Definitions

        A termination for "cause", as defined in the Termination Benefits Agreements, means a termination by reason of the good faith determination of the Company's Board of Directors that the Named Executive Officer (1) continually failed to substantially perform his duties to the Company (other than a failure resulting from his medically documented incapacity due to physical or mental illness), including, without limitation, repeated refusal to follow the reasonable directions of the Company's Chief Executive Officer (or, in Mr. Comerford's case, the Board), knowing violation of the law in the course of performance of his 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, (2) engaged in conduct which constituted a material breach of the confidentiality, non- competitionnon-competition or non-solicitation provisions of the applicable agreement, (3) 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, (4) 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 (5) perpetuated a fraud or embezzlement against the Company or its subsidiaries or affiliates, and in each case the particular act or omission was not cured,




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if curable, in all material respects by the Named Executive Officer within thirty (30) days (or by Mr. Comerford within 15 days) after receipt of written notice from the Board.

        The term "change of control" has varying definitions under the different plans and agreements, but generally means the first to occur of the following: (i) any person 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 (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 of Directors 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 of Directors 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 (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.




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        The term "good reason" means the occurrence of any of the following actions or failures to act if it is not consented to by the Named Executive Officer in writing: (a) a material adverse change in the Named Executive Officer's duties, reporting responsibilities, titles or elected or appointed offices; (b) a material reduction by the Company in the Named Executive Officer's base salary or annual bonus opportunity, not including any reduction resulting from changes in the market value of securities or other instruments paid or payable to the Named Executive Officer; or (c) solely with respect to Mr. Comerford, any change of more than 50 miles in the location of the principal place of Mr. Comerford's employment. None of the actions described in clauses (a) and (b) above shall constitute "good reason" 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 Named Executive Officer (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" ceases to exist for any action described in clauses (a) and (b) above on the 60th day following the later of the occurrence of such action or the Named Executive Officer's knowledge thereof, unless the Named Executive Officer has given the Company written notice thereof prior to such date.




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Quantification of Payments and Benefits

        The following tables quantify the potential payments and benefits upon termination or a change of control of the Company for each of the Named Executive Officers, assuming the Named Executive Officer's employment terminated on September 30, 2014,2016, given the Named Executive Officer's compensation and service level as of that date and, if applicable, based on the Company's closing stock price of $45.99$37.11 on that date. Other assumptions made with respect to specific payments or benefits are set forth in applicable footnotes to the tables. Information regarding the present value of pension benefits for each of the Named Executive Officers is set forth above under the caption "Pension Benefits" on page 30. Due to the number of factors that affect the nature and amount of any payments or benefits provided upon a termination or change of control, including, but not limited to, the date of any such event, the Company's stock price and the Named Executive Officer's age, any actual amounts paid or distributed may be different. None of the payments set forth below would be grossed-up for taxes.


M. M. Comerford


M. M. Comerford
Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control				Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	414,400		$	414,400			0		$	414,400		$	414,400	(3)		$	480,000		$	480,000			—		$	480,000		$	480,000	(3)
Cash Severance			0			0			0		$	518,000	(2)	$	1,554,000	(3)			—			—			—		$	600,000	(2)	$	1,800,000	(3)
Stock Options(4)			0			0			0			0			0				—			—			—			—			—
Restricted Stock—Performance(5)		$	487,494		$	487,494			0			0		$	487,494			$	560,361		$	560,361			—			—		$	560,361
Restricted Stock—Time(5)		$	487,494		$	487,494			0			0		$	487,494			$	560,361		$	560,361			—			—		$	560,361
Life and Long-Term Disability Insurance Benefits		$	2,072,000	(6)	$	1,797,417	(7)		0			0			16,880
Life, Long-Term Disability and Health Insurance Benefits																		$	2,400,000	(6)	$	1,576,886	(7)		—			—		$	17,952


D. W. Maudlin


Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	156,000		$	156,000			—		$	156,000		$	156,000	(8)
Cash Severance			—			—			—			—		$	260,000	(8)
Stock Options(4)			—			—			—			—			—
Restricted Stock—Performance(5)		$	154,007		$	154,007			—			—		$	154,007
Restricted Stock—Time(5)		$	154,007		$	154,007			—			—		$	154,007
Life, Long-Term Disability and Health Insurance Benefits		$	520,000	(6)	$	2,001,310	(7)		—			—		$	13,941




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S. R. Pinkham


D. W. Maudlin
Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control				Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	135,000		$	135,000			0		$	135,000		$	135,000	(8)		$	158,100		$	158,100			—		$	158,100		$	158,100	(8)
Cash Severance			0			0			0			0		$	225,000	(8)			—			—			—			—		$	263,500	(8)
Stock Options(4)			0			0			0			0			0				—			—			—			—			—
Restricted Stock—Performance(5)		$	119,574		$	119,574			0			0		$	119,574			$	152,151		$	152,151			—			—		$	152,151
Restricted Stock—Time(5)		$	119,574		$	119,574			0			0		$	119,574			$	152,151		$	152,151			—			—		$	152,151
Life and Long-Term Disability Insurance Benefits		$	450,000	(6)	$	2,189,820	(7)		0			0			12,636
M. C. Losch III
Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	115,000		$	115,000			0		$	115,000		$	115,000	(8)
Cash Severance			0			0			0			0		$	230,000	(8)
Stock Options(4)			0			0			0			0			0
Restricted Stock—Performance(5)		$	133,371		$	133,371			0			0		$	133,371
Restricted Stock—Time(5)		$	133,371		$	133,371			0			0		$	133,371
Life and Long-Term Disability Insurance Benefits		$	460,000	(6)	$	1,576,886	(7)		0			0			12,669
S. R. Pinkham
Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	120,000		$	120,000			0		$	120,000		$	120,000	(8)
Cash Severance			0			0			0			0		$	240,000	(8)
Stock Options(4)			0			0			0			0			0
Restricted Stock—Performance(5)		$	133,371		$	133,371			0			0		$	133,371
Restricted Stock—Time(5)		$	133,371		$	133,371			0			0		$	133,371
Life and Long-Term Disability Insurance Benefits		$	480,000	(6)	$	2,278,673	(7)		0			0			12,736
Life, Long-Term Disability and Health Insurance Benefits																		$	527,000	(6)	$	2,097,413	(7)		—			—		$	13,968




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V. R. Ishwar


Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	132,500		$	132,500			—		$	132,500		$	132,500	(8)
Cash Severance			—			—			—			—		$	265,000	(8)
Stock Options(4)			—			—			—			—			—
Restricted Stock—Performance(5)		$	152,151		$	152,151			—			—		$	152,151
Restricted Stock—Time(5)		$	152,151		$	152,151			—			—		$	152,151
Life, Long-Term Disability and Health Insurance Benefits		$	530,000	(6)	$	173,077	(7)		—			—		$	13,975


M. C. Losch III


V. R. Ishwar
Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	120,000		$	120,00			0		$	120,000		$	120,000	(8)
Cash Severance			0			0			0			0		$	240,000	(8)
Stock Options(4)			0			0			0			0			0
Restricted Stock—Performance(5)		$	133,371		$	133,371			0			0		$	133,371
Restricted Stock—Time(5)		$	133,371		$	133,371			0			0		$	133,371
Life and Long-Term Disability Insurance Benefits		$	480,000	(6)	$	499,516	(7)		0			0			12,736

Executive Benefits and Payments Upon Termination		Death			Disability			Voluntary or For Cause Term.			Invol. Term. Not for Cause or Term. for Good Reason			Change of Control
Performance-based Cash Payment(1)		$	127,500		$	127,500			—		$	127,500		$	127,500	(8)
Cash Severance			—			—			—			—		$	255,000	(8)
Stock Options(4)			—			—			—			—			—
Restricted Stock—Performance(5)		$	150,296		$	150,296			—			—		$	150,296
Restricted Stock—Time(5)		$	150,296		$	150,296			—			—		$	150,296
Life, Long-Term Disability and Health Insurance Benefits		$	510,000	(6)	$	1,338,360	(7)		—			—		$	13,908

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⁽¹⁾

Represents base salary as of September 30, 20142016 multiplied by the target percentage of the fiscal year 20142016 MIP.



⁽²⁾

In the case of termination by the Company without cause, Mr. Comerford would be paid through the end of his employment agreement which expires on September 30, 2015.2017.





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⁽³⁾

Represents the amount payable to Mr. Comerford if his employment is terminated within 24 months after a change of control by the Company without "cause" or by Mr. Comerford for "good reason".



⁽⁴⁾

Represents market value of $45.99$37.11 per share minus the exercise price for all unvested options (but not less than zero). The number of unvested options for each Named Executive Officer is set forth in the Outstanding Equity Awards at Fiscal Year End table at page 29 above.



⁽⁵⁾

Represents the market value of $45.99$37.11 of all unvested restricted shares in the case of death or disability and in the case of a change of controls. The number of unvested restricted shares for each Named Executive Officer is set forth in the Outstanding Equity Awards at Fiscal Year End table at page 29 above.



⁽⁶⁾

Represents death benefit under a life insurance policy, the premiums on which are paid by the Company, equal to four times base salary for Mr. Comerford and two times base salary for the other Named Executive Officers.



⁽⁷⁾

Represents the present value of benefits payable under the Company's executive long-term disability plans, determined using the same discount rate used to determine the Company's funding obligation under the pension plan.



⁽⁸⁾

Represents the amount payable to the Named Executive Officer if his employment is terminated within 12 months after a change of control by the Company without "cause" or by the Named Executive Officer for "good reason".

Audit Committee Report


        The Audit Committee reviews the Company's financial reporting process on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements contained in the Annual Report on Form 10-K for the year ended September 30, 20142016 with the Company's management and the independent auditors. These reviews included quality, not just acceptability, of accounting principles, reasonableness of significant judgments and clarity of disclosures in financial statements. Management is responsible for the financial statements and the reporting process, including administering the systems of internal control. The independent registered public accounting firm is responsible for performing an independent audit of the Company's financial statements and expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, generally accepted inas well as expressing an opinion on the United Stateseffectiveness of America.




Table of Contentsthe Company's internal control over financial reporting.

        The Audit Committee discussed with the independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended. In addition, the Audit Committee has discussed with the independent registered public accounting firm the auditors' independence from the Company and its management, including the matters in the written disclosures and letter received by the Audit Committee, as required byIndependence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended, and considered the compatibility of non-audit services with the auditors' independence.

        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended September 30, 2014,2016, for filing with the SEC, and the Board of Directors has so approved the audited financial statements.

Respectfully submitted,

Donald C. Campion, Chair
Robert H. Getz
Timothy J. McCarthy
William P. Wall




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Section 16(a) Beneficial Ownership Reporting Compliance


        Section 16(a) of the Exchange Act requires the Company's executive officers, directors and greater than 10% stockholders to file reports of ownership and changes in ownership of Haynes securities with the Securities and Exchange Commission. The Company's employees prepare these reports for the directors and executive officers on the basis of information obtained from them and from the Company's records. Based on information provided to the Company and representations made by reporting persons, the Company believes that all filing requirements applicable to its executive officers, directors and greater than 10% stockholders were met during fiscal 2014.2016, except for one late filing with respect to one transaction by Donald C. Campion.

The Board of Directors unanimously recommends that stockholders voteFOR these proposals.proposals

8.7.    RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        In accordance with its charter, the Audit Committee has selected the firm of Deloitte & Touche LLP ("Deloitte"), an independent registered public accounting firm, to be the Company's auditors for the fiscal year ended September 30, 2015,2017, and the Board of Directors is asking stockholders to ratify that selection. The Company is not required to have the stockholders ratify the selection of Deloitte as the independent auditor. The Company nonetheless is doing so because the Company believes it is a matter of good corporate practice. If the stockholders do not ratify the selection, the Audit Committee will reconsider the retention of Deloitte, but ultimately may decide to retain Deloitte as the Company's independent auditor. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time if it determines that such a change would be in the best interests of the Company and its stockholders. Before selecting Deloitte, the Audit Committee carefully considered that firm's qualifications as an independent registered public accounting firm for the Company. This included a review of its performance in prior years, including the firm's efficiency, integrity and competence in the fields of accounting and auditing. The Audit Committee has expressed its satisfaction with Deloitte in all of these respects. The Company has been advised by Deloitte that neither it nor any of its associates has any direct or material indirect financial interest in the Company.

        Deloitte has acted as the independent registered public accounting firm for Haynes and its predecessors since 1998. Its representatives are expected to be present at the annual meeting and will




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have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions concerning the audit of the Company's financial statements.

        Audit Fees—The Company has paid, or expects to pay, audit fees (including cost reimbursements) to Deloitte for the fiscal years ended September 30, 20132015 and 2014,2016, including fees for an integrated audit which included the Sarbanes-Oxley attestation audit and reporting to the Securities and Exchange Commission (SEC), of $717,710$950,501 and $804,309,$1,042,071, respectively.

        Audit-Related Fees—The Company has paid, or expects to pay, fees (including cost reimbursements) to Deloitte for audit-related services during fiscal 20132015 and 20142016 of $50,342$93,694 and $54,244,$61,244, respectively. These services related primarily to benefit plan audits and special projects.

        Tax Fees—The Company has paid, or expects to pay, fees (including cost reimbursements) to Deloitte for services related to tax compliance, tax advice and planning service rendered during fiscal 20132015 and 20142016 of $289,400$265,430 and $224,000,$607,763, respectively. Services include preparation of federal and state tax returns, tax planning and assistance with various business issues including correspondence with taxing authorities.




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        All Other Fees—The Company did not incur any additional fees for services rendered by Deloitte in the fiscal years ended September 30, 20132015 and 2014.2016.

        The Audit Committee reviewed the audit and non-audit services rendered by Deloitte and concluded that such services were compatible with maintaining the auditors' independence. All audit and non-audit services performed by the Company's independent registered public accounting firm are approved in advance by the Board of Directors or the Audit Committee to ensure that such services do not impair the auditors' independence.

        The Company's policies require that the scope and cost of all work to be performed for the Company by its independent registered public accounting firm must be pre-approved by the Audit Committee. Prior to the commencement of any work by the independent registered public accounting firm on behalf of the Company, the independent registered public accounting firm provides an engagement letter describing the scope of the work to be performed and an estimate of the fees. The Audit Committee and the Chief Financial Officer must review and approve the engagement letter and the fee estimate before authorizing the engagement. The Audit Committee pre-approved 100% of the services rendered by Deloitte in fiscal 20132015 and 2014.2016.

The Board of Directors unanimously recommends that stockholders voteFOR this proposal.

9.8.    ADVISORY VOTE ON EXECUTIVE COMPENSATION


        The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, provides that the Company's stockholders have the opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company's Named Executive Officers as disclosed in this proxy statement in accordance with the Securities and Exchange Commission's rules. In accordance with the stockholder vote at the 2011 annual meeting asThe Company plans to the frequency of such advisory vote, the Company will provide this opportunity on an annual basis.basis, subject to consideration of the results of the advisory vote on the frequency of future advisory votes on Named Executive Officer compensation (as described below).

        As described in detail under the heading "Executive Compensation" the Company's executive compensation programs are designed to attract, motivate and retain talented executives. In addition, the programs are structured to create an alignment of interests between the Company's executives and stockholders so that a significant portion of each executive's compensation is linked to maximizing stockholder value. Under the programs, the Named Executive Officers are provided with opportunities to earn rewards for the achievement of specific annual and long-term goals that are directly relevant to the Company's short-term and long-term success. Please read the "Compensation Discussion and Analysis" beginning on page 16 for additional details about the Company's executive compensation




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philosophy and programs, including information about the Fiscal Year 20142016 compensation of the Named Executive Officers.

        The Compensation Committee of the Board of Directors continually reviews the Company's compensation programs to ensure they achieve the desired objectives. As a result of its review process, in fiscal year 20132015 and for fiscal year 20142016 the Compensation Committee has taken the following actions with respect to the Company's executive compensation practices:

•

established corporate performance goals under the MIP based on the Company's attainment of certain net income levels, creating a clear and direct relationship between executive pay and corporate performance;



•

made grants of restricted stock in awards that were partially time- vestingtime-vesting and partially performance-based, in order to reward executive officers for the achievement of both long-term and strategic goals;




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•

established base salary and overall compensation at levels that are in line with those of individuals holding comparable positions and producing similar results at other multi-national corporations of similar size, value and complexity; and



•

designed the elements of the compensation program to retain and incentivize the Named Executive Officers and align their interests with those of the stockholders.

        The Company seeks your advisory vote on the compensation of the Named Executive Officers. The Company asks that you support the compensation of the Named Executive Officers as described in this proxy statement by voting in favor of this proposal. This proposal, commonly known as a "say-on-pay" proposal, gives the Company's stockholders the opportunity to express their views on the compensation of the Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this proxy statement. The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee will review the voting results and consider them, along with any specific insight gained from stockholders of Haynes and other information relating to the stockholder vote on this proposal, when making future decisions regarding executive compensation.

The Board of Directors unanimously recommends that stockholders voteFOR this proposal.

10.    REAPPROVAL9.    ADVISORY VOTE ON FREQUENCY OF MATERIAL TERMS OF PERFORMANCE GOALS FOR THE 2009 RESTRICTED STOCK PLANFUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION


        The Company is askingDodd-Frank Act provides that the Company's stockholders have the opportunity to reapprove the performance goals for the 2009 Restricted Stock Plan (Plan) described below as previously approved by stockholders. No amendments to the Plan are being requested. Stockholder approval is necessary forindicate how frequently the Company to meetshould seek an advisory vote on the requirements for tax deductibility under Section 162(m) of the Internal Revenue Code.

        The following is a summary of the principal features of the Plan and its operation. The summary is qualified in its entirety by reference to the Plan itself, which is set forth inAppendix A.

General


        The Plan provides for the grant of restricted stock, each of which is referred to individually as an "Award." Under the Plan, executive officers or other members of senior management employed by the Company or any subsidiary, and non-employee directors of the Company are eligible for Awards.




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Number of Shares of Common Stock Available Under the Plan


        The Board has reserved 400,000 sharescompensation of the Company's common stock for issuance underNamed Executive Officers, as disclosed pursuant to the Plan. The sharesSecurities and Exchange Commission's compensation disclosure rules. By voting on this proposal, stockholders may be authorized, but unissued, or reacquired common stock. Asindicate whether they would prefer that the advisory vote on the compensation of the dateCompany's Named Executive Officers occur once every one, two or three years.

        After careful consideration of this proxy, 284,850 Awards have been granted under the Plan. If a share of restricted stock is forfeited to the Company, the forfeited shares will become available for future grant under the Plan.

        Subject to any required action by the stockholders of the Company, if the Company declares a stock split, reverse stock split, stock dividend, combination or reclassification of the shares (including any such change in the number of shares effected in connection with a change in domicile of the Company), other extraordinary dividend or other distribution (whether in the form of cash, other securities, or other property), recapitalization, reclassification, spin-off, or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company, or other similar corporate transaction or event, there will be a proportionate increase or decrease in (i) the number of shares covered by each outstanding Award, (ii) the number of shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, and (iii) any affected performance goals applicable to outstanding Awards.

Administration of the Plan


        The Plan is administered by the Compensation Committee. The Compensation Committee may establish and adopt resolutions, rules, and regulations consistent with the provisions of the Plan, and may also construe and interpret provisions of the Plan, as it deems appropriate. The Compensation Committee is also authorized to take such other action with regard to the Plan and Awards as it deems appropriate, including adopting and authorizing the Company to enter into Award Agreements. All actions of the Compensation Committee are final, conclusive, and binding. No member of the Compensation Committee orProposal, the Board of Directors has determined that an advisory vote on executive compensation that occurs every year is liablethe most appropriate alternative for any action or determination made in good faith with respect to the Plan or any Award.

Restricted Stock


        Awards of restricted stock vest in accordance with the terms and conditions established by the Compensation Committee in its sole discretion. Awards are made without receipt of consideration (other than the recipient's continued service). The Compensation Committee may set restrictions based on the achievement of specific performance goals for Awards made to employees. Vesting of awards granted to participants may also be time-based.

Performance Goals


        The granting and/or the vesting of Awards under the Plan may be made subject to the attainment of performance criteria determined by reference to goals pre-established by the Compensation Committee in its sole discretion, based on one or more of the following measures: (1) return on total stockholder equity; (2) earnings per share; (3) income before taxes; (4) earnings before any or all of interest, taxes, minority interest, depreciation and amortization; (5) economic profit; (6) sales or revenues; (7) return on assets, capital or investment; (8) market share; (9) cost reduction goals; (10) implementation or completion of critical projects or processes; (11) operating cash flow, (12) free cash flow; (13) net income; and (14) any combination of, or a specified increase in, any of the foregoing.

        The performance goals may be based upon the performance of the Company, or of any subsidiary or affiliate of the Company (or any divisions or business unit of such entity). The performance goals may differ from participant to participant and from Award to Award. The performance goals may also be based upon the attainment of specified levels of performance under one or more of the criteria described above relative to the performance of other comparable entities. To the extent permitted




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under Section 162(m) of the Internal Revenue Code (including, without limitation, compliance with any requirements for stockholder approval), the Compensation Committee in its sole discretion may designate additional business criteria on which the performance goals may be based or adjust, modify or amend the aforementioned business criteria. Performance Goals may include a threshold level of performance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned.

Terms and Conditions of Awards Intended to Qualify as "Performance-Based Compensation" under Section 162(m)


        The Plan permits the Compensation Committee to grant "performance-based" Awards to "covered employees," as such terms are defined under Code Section 162(m). Performance-based awards are generally not subject to the cap on the deductibility of compensation paid to covered employees contained in Code Section 162(m). Covered employees are defined as the Chief Executive Officer, the Chief Financial Officer and the next three most highly compensated executive officers of the Company.

Change in Control


        In the event of a change in control of the Company (as defined in the Plan), all restrictions on all shares underlying an Award will lapse.

Amendment and Termination of the Plan


        The Committee may amend or terminate the Plan and may thereupon change terms and conditions, in accordance with such amendments, of any Awards not theretofore issued, and, with the consent of the grantee, of any previously issued Awards. The Plan will terminate ten years after the date the Plan was approved by stockholders, unlesstherefore the Board of Directors terminatesrecommends that stockholders vote for a one-year interval for the advisory vote on the compensation of the Company's Named Executive Officers.

        You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to this proposal. The option of one year, two years or three years that receives the highest number of votes cast by the stockholders will be the frequency for the advisory vote on executive compensation that has been recommended by the stockholders. However, because this vote is advisory and not binding on the Board of Directors or the Company, the Board of Directors may decide that it earlier.is in the best interests of the Company and its stockholders to hold an advisory vote on executive compensation that differs from the option that received the highest number of votes from the Company's stockholders.

The Board of Directors unanimously recommends that stockholders voteFOR reapproval of the material terms of the performance goals for the Plan. to conduct an advisory vote on executive compensation every year.

11. 10.    OTHER MATTERS


        As of the date of this proxy statement, the Board of Directors of Haynes has no knowledge of any matters to be presented for consideration at the annual meeting other than those referred to above. If (a) any matters unknown to the Board of Directors as of the date of this proxy statement should properly come before the annual meeting; (b) a person not named herein is nominated at the annual




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meeting for election as a director because a nominee named herein is unable to serve or for good causeany reason will not serve; (c) any proposals properly omitted from this proxy statement and the form of proxy should come before the annual meeting; or (d) any matters should arise incident to the conduct of the annual meeting, then the proxies will be voted with respect to such matters in accordance with the recommendations of the Board of Directors of the Company.

By Order of the Board of Directors,



Janice W. Gunst
Corporate Secretary
January 30, 201527, 2017




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Approved by the Haynes International, Inc.
Board of Directors on February 23, 2009


APPENDIX A

HAYNES INTERNATIONAL, INC.
2009 RESTRICTED STOCK PLAN


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ARTICLE I


ESTABLISHMENTShareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE DATE, SIGN AND PURPOSE


RETURN AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE. YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. -o Please detach here -o The Board of Directors Recommends a Vote FOR Proposals 1 through 8 and for future advisory votes every year for Proposal 9. Election of Directors: FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1. Donald C. Campion 4. Robert H. Getz 2. Mark M. Comerford 5. Michael L. Shor 3. John C. Corey 6. William P. Wall 7. Ratification of Independent Registered Public Accounting Firm: To ratify the appointment of Deloitte & Touche, LLP as Haynes’ independent registered public accounting firm for the fiscal year ending September 30, 2017. Advisory Vote on Executive Compensation. To approve the compensation of Haynes’ Named Executive Officers as described under “Executive Compensation” in the accompanying proxy statement. Advisory Vote on Frequency of Future Advisory Votes. To approve the frequency of future advisory votes on executive Compensation. For Against Abstain 8. For Against Abstain 9. Every Year Every 2 Years Every 3 Years Abstain 10. Other Matters: In their discretion, on such other matters as may properly come before the Annual Meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS 1 THROUGH 8, FOR FUTURE ADVISORY VOTES EVERY YEAR FOR PROPOSAL 9 AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO PROPOSAL 10. Address Change? Mark Box Indicate changes below: Do you plan to personally attend the Annual Meeting of Stockholders? Date Yes Signature(s) in Box Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.






HAYNES INTERNATIONAL, INC. ANNUAL MEETING OF STOCKHOLDERS Tuesday, February 28, 2017 10:00 a.m. (EST) JW MARRIOTT 10 South West Street Indianapolis, Indiana 46204 Haynes International, Inc. (the "Company") hereby establishes the Haynes International, Inc. 2009 Restricted Stock Plan ("Plan"), effective on the date this plan1020 West Park Avenue, P.O. Box 9013 Kokomo, Indiana 46904-9013 proxy This Proxy is approved by the stockholders of the Company (the "Effective Date"), for the purpose of making Restricted Stock Awards to eligible employees. The Plan is intended to promote the interests of the Company and the stockholders of the Company by providing directors, executive officers and other senior management employees of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling their personal responsibilities for long-range and annual achievements.


ARTICLE II


DEFINITIONS


        Section ..2.01.    Definitions.    Whenever capitalized herein, capitalized terms shall have the following meanings:

        (a)   "Affiliate" means any entity in which the Company has a substantial direct or indirect equity interest (other than a Subsidiary), but only if expressly so designated by the Committee from time to time.

        (b)   "Award Agreement" means the written agreement by and between the Company and a Participant granted a Restricted Stock Award prescribing the terms, conditions, and restrictions applicable to the Award. Each Award Agreement shall be subject to the terms and conditions of the Plan and need not be identical.

        (c)   "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

        (d)   "Board of Directors" means the Board of Directors of the Company, as constituted at any time.

        (e)   "Change In Control" shall mean the occurrence of any one of the following events:

(i)

any Person other than an Existing Substantial Shareholder 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 (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 of Directors and any new Director (other than a Director whose initial assumption of office




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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)

the consummation of a merger or consolidation of the Company or any Subsidiary of the Company with any other corporation (other than with an existing Substantial Shareholder or any of its affiliates), 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



(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, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity controlled by an Existing Substantial Shareholder or any of its affiliates, 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.

        (f)    "Cause" means the removal of a Director from office pursuant to Article III, Section 14 of the Amended and Restated By-laws of Haynes International, Inc., as amended from time to time.

        (g)   "Code" means the Internal Revenue Code of 1986, as amended.

        (h)   "Committee" means the Compensation Committee of the Board of Directors, and the composition of the Committee shall be governed by the Compensation Committee Charter as adoptedsolicited by the Board of Directors and as amended from time to time.

        (i)    "Company" means Haynes International, Inc.

        (j)    "Director" means any person servingfor use at the Annual Meeting on the Board of Directors.

        (k)   "Disability" means a Total and Permanent Disability as defined in the Haynes International, Inc. Pension Plan.

        (l)    "Employee" means executive officers or other members of senior management employed by the CompanyTuesday, February 28, 2017, or any Subsidiary. The paymentadjournment thereof. This Proxy, when properly executed, will be voted as directed, but, if not otherwise directed, this Proxy will be voted FOR the approval of a Director's fee by the Company shall not be sufficient to constitute employment by the Company.

        (m)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.




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        (n)   "Existing Substantial Shareholder" means any Person that alone or together with its affiliates shall be the Beneficial Owner of more than 15% of the Shares Outstanding as of the Effective Date.

        (o)   "Fair Market Value" per Share as of a particular date means the last reported sale price (on the last trading day immediately preceding such date) of the Shares quoted on the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market (orProposals 1 through 8 and for future advisory votes every year for Proposal 9. On any other exchange or national market system upon which price quotations formatters that may properly come before the Shares are regularly available); provided, however, if price quotations for the Shares are not regularly available on any exchange or national market system, Fair Market Value per share shall mean, as of any date, the fair market value of such Shares on such date as determined in good faith by the Board of Directors or Committee.

        (p)   "Non-Employee Director" means a Director who is a "non-employee director" within the meaning of Rule 16b-3 of the Exchange Act and who is also an "outside director" within the meaning of Section 162(m) of the Code.

        (q)   "Participant" means the Employee or Non-Employee Director who has entered into an Award Agreement with the Company pursuant toAnnual Meeting, this Plan.

        (r)   "Performance Goals" means performance criteria determined by reference to goals pre-established by the Committee in its sole discretion, based on one or more of the following (if applicable, such criteria shall be determined in accordance with generally accepted accounting principles ("GAAP") or based upon the Company's GAAP financial statements): (1) return on total stockholder equity; (2) earnings per Share; (3) income before taxes; (4) earnings before any or all of interest, taxes, minority interest, depreciation and amortization; (5) economic profit; (6) sales or revenues; (7) return on assets, capital or investment; (8) market share; (9) cost reduction goals; (10) implementation or completion of critical projects or processes; (11) operating cash flow; (12) free cash flow; and (13) any combination of, or a specified increase or decrease in, any of the foregoing. The Performance Goals may be based upon the performance of the Company or of any Subsidiary or Affiliate of the Company (or any divisions or business unit of such entity). The Performance Goals may differ from Participant to Participant and from Award to Award. The Performance Goals may also be based upon the attainment of specified levels of performance under one or more of the criteria described above relative to the performance of other comparable entities. To the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee in its sole discretion may designate additional business criteria on which the Performance Goals may be based or adjust, modify or amend the aforementioned business criteria. Performance Goals may include a threshold level of performance below which no AwardProxy will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned.

        (s)   "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any subsidiary of the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) 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.

        (t)    "Plan" means this Haynes International, Inc. 2009 Restricted Stock Plan, as set forth in this document, as amended from time to time.




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        (u)   "Restricted Stock Award" or "Award" means an award of Shares subject to the terms, conditions, and restrictions described in this Plan and the Award Agreement.

        (v)   "Share" means a share of common stock, $0.001 par value, of the Company, as may be adjusted in accordance with Section 5.05 below.

        (w)  "Shares Outstanding" means the total number of Shares outstanding on a fully diluted basis, as reflected in the Company's financial statements for purposes of determining earnings per share.

        (x)   "Subsidiary" and "Subsidiaries" used herein means a company or companies of which 80% or more of the total voting power of the equity of each such company and 80% or more of the total value of the equity of each such company are owned by the Company or a Subsidiary of the Company.

        (y)   "Terminate Employment" or "Termination of Employment" means, in the case of an Employee, a complete termination of the employment relationship between an Employee and the Company and all Subsidiaries, or, in the case of a Non-Employee Director, such Non-Employee Director ceasing to serve on the Board of Directors. For purposes of this definition, a Participant who is employed by an entity that ceases to be a Subsidiary or a business unit within a Subsidiary shall be deemed to have Terminated Employment as of the date such entity ceased to be a Subsidiary or a business unit within a Subsidiary, unless the Participant is also employed by the Company or an entity that continues to be a Subsidiary or a business unit within a Subsidiary.

        Section .2.02.    Rules of Construction.    

        (a)   Words used herein in the masculine gender shall be construed to include the feminine gender, where appropriate, and words used herein in the singular or plural shall be construed as being in the plural or singular, where appropriate.

        (b)   The Plan shall be construed, enforced, and administered and the validity thereof determinedvoted in accordance with the lawsbest judgment of the Stateproxies. By signing the Proxy, you revoke all prior proxies and appoint Mark M. Comerford, Daniel W. Maudlin and Janice W. Gunst, and each of Indiana.


ARTICLE III


ADMINISTRATION OF THE PLAN


        The Plan shall be administered bythem, with full power of substitution, to vote your shares on the Committee. The Committeematters shown on the reverse side and any other matters which may establishcome before the Annual Meeting and adopt resolutions, rules, and regulations, including revisions thereto, not inconsistent with the provisionsall adjournments. Receipt of the Plan, and construe and interpret provisionsNotice of the Plan, as it deems appropriate to make the Plan and Restricted Stock Awards effective and to provide for the administrationMeeting of the Plan, and it may take such other action with regard to the Plan and Restricted Stock Awards as it deems appropriate, including, but not limited to adopting and authorizing the Company to enter into Award Agreements. All such actions shall be final, conclusive, and binding on all persons, and no member of the Committee or the Board of Directors shall be liable for any action or determination made in good faith with respect to the Plan or any Restricted Stock Award granted hereunder.

        In furtherance, and not in limitation, of the above, the Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Restricted Stock Awards; to determine the persons to whom and the time or times at which Restricted Stock Awards shall be granted; to determine the type and number of Restricted Stock Awards to be granted, the number of Shares to which a Restricted Stock Award may relate and the terms, conditions, restrictions and performance criteria relating to any Restricted Stock Award; to determine Performance Goals no later than such time as required to ensure that an underlying




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Restricted Stock Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; to determine whether, to what extent, and under what circumstances a Restricted Stock Award may be settled, cancelled, forfeited, exchanged, or surrendered; and to make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, Awards.


ARTICLE IV


ELIGIBILITY


        Section ..4.01.    Eligibility.    Restricted Stock Awards may be made from time to time in the discretion of the Committee to any Employee or Non-Employee Director. In determining the Employees and Non-Employee Directors to receive Awards and the extent of their participation in the Awards granted under this Plan, the Committee shall take into account such factors as the Committee deems relevant in its discretion in furtherance of the purposes of this Plan. The Committee shall, in its sole discretion, determine the number of Shares subject to each Restricted Stock Award, subject, however, to the terms and conditions of the Plan.

        Section ..4.02.    Participation by Director.    Members of the Committee who are eligible either for Restricted Stock Awards or have been granted Restricted Stock Awards may vote on any matters affecting the administration of the Plan or the grant of any Restricted Stock Awards pursuant to the Plan, except that no such member shall act upon the granting of a Restricted Stock Award to himself, but any such member may be counted in determining the existence of a quorum at any meeting of the Committee and may be counted as part of an action by unanimous written consent during or with respect to which action is taken to grant Restricted Stock Awards to him or her.


ARTICLE V


RESTRICTED STOCK AWARDS


        Section ..5.01.    Grant of Restricted Stock Awards.    Subject to the terms, provisions, and conditions of the Plan, the Committee shall, in its sole discretion, select those Employees and Non-Employee Directors to whom Restricted Stock Awards are to be granted. The Committee shall also have exclusive power to determine (i) when Restricted Stock Awards will be made, (ii) the number of Shares covered by each Restricted Stock Award, (iii) when the restrictions applicable to the Restricted Stock Award will lapse, (iv) the Performance Goals applicable to any Restricted Stock Award, (v) any other terms of Restricted Stock Awards, and (vi) the form of Award Agreements. Restricted Stock Awards may be made to the same person on more than one occasion.

        Section ..5.02.    Terms and Conditions of Restricted Stock Awards.    Each Restricted Stock Award made under the Plan shall contain the following terms, conditions, and restrictions and such additional terms, conditions, and restrictions as may be determined by the Committee:

        (a)   Restrictions.    Until the restrictions set forth in this Subsection (a) lapse pursuant to Subsection (b), (c), (d) or (e), Shares awarded to a Participant in accordance with a Restricted Stock Award and which are still subject to such restrictions shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of.

        (b)   Lapse of Restrictions for Grants to Employees.    Except as set forth in Subsections (d) and (e), the restrictions set forth in Subsection (a) shall begin to lapse on or after (but not before) the first anniversary of the date of any Restricted Stock Award made to an Employee at such times and to such extent as the Committee may designate in the Award Agreement (including, without limitation, the attainment of Performance Goals).

        (c)   Lapse of Restrictions for Grants to Non-Employee Directors.    Except as set forth in Subsections (d) and (e), the restrictions set forth in Subsection (a) shall lapse for any Restricted




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Stock Award made to a Non-Employee Director upon the earlier of (i) the third anniversary of the date of the grant of the Restricted Stock Award or (ii) the failure of such Non-Employee Director to be re-elected at an annual meeting of the stockholdersStockholders of the Company, as a result of such Non-Employee Director being excluded from the nominationsProxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 is hereby acknowledged. This Proxy may be revoked by the undersigned at any reason other than Cause.

        (d)   Termination of Employmenttime before it is exercised by Reason of Death or Disability.    Notwithstanding any provision of Subsection (a) to the contrary, if (i) an Employee who has been in the continuous employment, or (ii) a Non-Employee Director who has served on the Board of Directors, of the Company and/or a Subsidiary for at least one year since the date of a Restricted Stock Award, either dies or Terminates Employment because of his Disability while in such employment, then the restrictions set forth in Subsection (a) shall lapse on the day of such event as to all Shares subject to such Restricted Stock Award.

        (e)   Change in Control.    Notwithstanding any other provision of this Plan, all restrictions with respect to Shares subject to a Restricted Stock Award shall lapse upon a Change in Control.

        (f)    Agreement by Employee Regarding Withholding Taxes.    Each Employee granted a Restricted Stock Award shall agree that the Companyexecuting and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due or to become due to an Employee any federal, state, or local taxes of any kind required by law to be withheld with respect to Shares subject to the Restricted Stock Award, or if there are no such payments due or to become due to the Employee, the Employee will paydelivering to the Company or make arrangements satisfactory toa later-dated Proxy, (ii) attending the Committee, regarding payment of any federal, state, or local taxes of any kind required by law to be withheld with respect to Shares subject to the Restricted Stock Award.

        With respect to any Restricted Stock Award, the Committee may, in its discretionAnnual Meeting and subject to such rules as the Committee may adopt, permit the Employee to elect to satisfy, in whole or in part, any withholding tax obligation that may arise in connection with the Shares subject to the Restricted Stock Award by having the Company retain or accept from the Employee delivery of Shares having a Fair Market Value equal to the amount of the withholding tax to be satisfied by such retention or delivery.

        (g)   Forfeiture of Award.    Any Shares as to which the restrictions of Section 5.03(a) have not lapsed in accordance with this Section 5.03 as of the date of a Participant's Termination of Employment shall be forfeited and returned to the Company as of such date without the payment of consideration by the Company.

        Section ..5.03.    Rights With Respect to Shares.    A Participant to whom a Restricted Stock Award has been made shall have absolute beneficial ownership of the Shares awarded to him, including the right to vote the shares and to receive dividends thereon; subject, however, to the terms, conditions, and restrictions described in the Plan and/or the Award Agreement. The certificate(s) for such shares, with restrictive legends thereon, shall be held by the Company for the Participant's benefit until the restrictions lapse, whereupon certificates without restrictive legends shall be issued and delivered to him.

        Section ..5.04.    Restrictive Legends.    Certificates for Shares issued pursuant to Restricted Stock Awards shall bear an appropriate legend referring to the terms, conditions, and restrictions described in the Plan and the Award Agreement. Any attempt to dispose of any Shares in contravention of the terms, conditions, and restrictions described in the Plan or the Award Agreement shall be ineffective.

        Section ..5.05.    Adjustment of Shares.    Subject to any required action by the stockholders of the Company, (i) the number of Shares covered by each outstanding Restricted Stock Award, (ii) the number of Shares which have been authorized for issuance under the Plan but as to which no Restricted Stock Awards have yet been granted or which have been returned to the Plan upon




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cancellation or expiration of a Restricted Stock Award, and (iii) the Performance Goals applicable to outstanding Restricted Stock Awards, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares (including any such change in the number of Shares effected in connection with a change in domicile of the Company), other extraordinary dividend or other distribution (whether in the form of cash, other securities, or other property), recapitalization, reclassification, spin-off, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event (an "Event") or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". The Committee shall take all actions necessary or desirable to effect such and the actions of the Committee in that respect shall be final, binding and conclusive. If any of the foregoing adjustments shall result in a fractional Share, the fraction shall be disregarded, and the Company shall have no obligation to make any cash or other payment with respect to such a fractional Share.

        Section ..5.06.    Termination of Awards Under Certain Conditions.    The Committee may cancel any unexpired outstanding Awards at any time, if the grantee is not in compliance with all applicable provisions of this Plan or with any Award Agreement or if the grantee engages in any of the following activities without the prior written consent of the Company:

        (a)   Directly or indirectly renders services to or for an organization, or engages in a business, that is, in the judgment of the Committee, in competition with the Company.

        (b)   Discloses to anyone outside of the Company, or uses for any purpose other than the Company's business, any confidential or proprietary information or material relating to the Company.

The Committee may, in its discretion and as a condition to the exercise of an Award, require a grantee to acknowledge in writing that he is in compliance with all applicable provisions of this Plan and of any Award Agreement and has not engaged in any activities referred to in clauses (a) and (b) above.


ARTICLE VI


COMPLIANCE WITH LAW AND OTHER CONDITIONS


        Section ..6.01.    Issuance of Shares and Compliance with Securities Laws.    The Company may postpone the issuance and delivery of certificates representing Shares until (i) the admission of such shares to listing on any stock exchange on which Shares are then listed and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule, or regulation as the Company shall determine to be necessary or advisable, which registration or other qualification the Company shall use its best efforts to complete.

        Section ..6.02.    Restrictions Upon Resale of Unregistered Stock.    If the Shares that have been awarded to a Participant pursuant to the terms of the Plan are not registered under the Securities Act of 1933, as amended, pursuant to an effective registration statement, the Committee may require such Participant to represent and agree in writing that (i) any Shares acquired by such Participant pursuant to the Plan will not be sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an exemption from registration under said Act and (ii) such Participant is acquiring such Shares for his own account and not with a view to the distribution thereof.




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ARTICLE VII


AMENDMENT OR TERMINATION OF PLAN


        The Committee may amend or terminate the Plan and may thereupon change terms and conditions, in accordance with such amendments, of any Restricted Stock Awards not theretofore issued, and, with the consent of the grantee, of any previously issued Restricted Stock Awards.


ARTICLE VIII


SHARES OF COMMON STOCK SUBJECT TO THE PLAN


        Section ..8.01.    Number.    Subject to adjustment as provided in Section 5.05 of this Plan, the maximum aggregate number of Shares which may be issued pursuant to Awards granted under the Plan shall not exceed four hundred thousand (400,000) Shares. To the extent any Award granted under the Plan shall, in whole or in part, terminate for any reason, or Shares subject to an Award are withheld to satisfy tax withholding obligations or otherwise returned to the Company prior to the lapse of the restrictions hereunder, the Shares that are subject to restrictions hereunder at the time of termination or return shall revert to the Company and thereafter be available for future grants under the Plan.

        Section ..8.02.    Future Transactions.    The existence of the Plan, any Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of stock or of Awards, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.


ARTICLE IX


MISCELLANEOUS PROVISIONS


        Section ..9.01.    Shares Derived From Restricted Stock.    Any Shares issued as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to, Shares issued pursuant to a Restricted Stock Award shall have the same status and bear the same legend as the shares issued pursuant to the Restricted Stock Award.

        Section ..9.02.    Notices.    Except as specifically set forth in this Plan, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if deliveredvoting in person, or sent by registered or certified mail, postage prepaid.

        Section ..9.03.    No Employment Rights.    Nothing contained in the Plan or any Award Agreement executed pursuant(iii) giving written notice of revocation to the Plan shall confer upon the Participant any right to continued employment by the Company or a Subsidiary or any right to continue to be a member of or to be nominated for election to the Board, or limit in any way the right of the Company or a Subsidiary to terminate his employment, with or without cause, at any time.

        Section ..9.04.    Successor.    This Plan and the obligations hereunder shall be binding on any successorSecretary of the Company. See reverse for voting instructions.

        Section ..9.05.    Effective Date and Term of the Plan.    The Plan shall become effective as provided herein, and no Restricted Stock Awards shall be granted under the Plan after the tenth (10^th) anniversary of the Effective Date.




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Amendment No. 1 to
Haynes International, Inc.
2009 Restricted Stock Plan



Article I
Amendment


        Section 5.02(d) of the Haynes International, Inc. 2009 Restricted Stock Plan (the "Plan") is hereby deleted in its entirety and replaced with the following: "Notwithstanding any provision of Subsection (a) to the contrary, if an Employee or a Non-Employee Director either dies or Terminates Employment because of Disability while in such employment or directorship, then the restrictions set forth in Subsection (a) shall lapse on the day of such event as to all Shares subject to a Restricted Stock Award."


Article II
Savings Clause


        Except as specifically amended hereby, all other provisions of the Plan shall remain unaltered and in full force and effect. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.




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Amendment No. 2 to
Haynes International, Inc.
2009 Restricted Stock Plan



Article I
Amendments


1.

Section 5.02(f) of the Haynes International, Inc. 2009 Restricted Stock Plan, as amended (the "Plan"), is hereby deleted in its entirety and replaced with the following:



"(f)

Taxes.



(i)

Employees.    The Company and its Subsidiaries shall, to the extent permitted by law, deduct from any payments of any kind otherwise due or to become due to an Employee granted a Restricted Stock Award any federal, state or local taxes of any kind required by law to be paid or withheld with respect to the vesting of a Restricted Stock Award,provided, that, if such arrangement is not possible or practicable, the Employee shall make direct payment of the applicable taxes to the Company. Notwithstanding the foregoing, an Employee may, by written notice to the Committee (which notice may be delivered to such members of management of the Company which the Committee may from time to time designate) and subject to such rules as the Committee may adopt, elect to satisfy, in whole or in part, any withholding tax obligation that may arise in connection with the Shares subject to the Restricted Stock Award by having the Company accept from the Employee delivery of Shares having a Fair Market Value equal to the amount of the withholding tax to be satisfied by such delivery.



(ii)

Non-Employee Directors.    Unless a written election notice is delivered in accordance with the immediately following sentence, a Non-Employee Director shall make direct payment of all applicable taxes arising from the vesting of a Restricted Stock Award to the relevant taxing authorities. A Non-Employee Director may, by written notice to the Committee (which notice may be delivered to such members of management of the Company which the Committee may from time to time designate) and subject to such rules as the Committee may adopt, elect to satisfy, in whole or in part, any tax obligation that may arise in connection with the Shares subject to the Restricted Stock Award by having the Company accept from the Non-Employee Director delivery of Shares having a Fair Market Value equal to the amount of the tax to be satisfied by such delivery."



2.

Section 8.01 of the Plan is hereby deleted in its entirety and replaced with the following:

        "Section 8.01.    Number.    Subject to adjustment as provided inSection 5.05 of this Plan, the maximum aggregate number of Shares which may be issued pursuant to Awards granted under this Plan shall not exceed four hundred thousand (400,000) Shares. To the extent any Award granted under this Plan shall, in whole or in part, terminate for any reason or Shares are returned to the Company for any reason prior to the lapse of the restrictions hereunder, the Shares that are subject to restrictions hereunder at the time of termination or return shall revert to the Company and thereafter be available for future grants under the Plan. For the avoidance of doubt, Shares delivered to the Company pursuant toSection 5.02(f) of this Plan shall not be available for future grants under the Plan."


Article II
Savings Clause


        Except as specifically amended hereby, all other provisions of the Plan shall remain unaltered and in full force and effect. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.




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Amendment No. 3 to
Haynes International, Inc.
2009 Restricted Stock Plan


        Section 5.02(c) of the Haynes International, Inc. 2009 Restricted Stock Plan (the "Plan") is hereby amended and restated in its entirety to read as follows:

"(c)    Lapse of Restrictions for Grants to Non-Employee Directors.    Except as set forth in Subsections (d) and (e), the restrictions set forth in Subsection (a) shall lapse for any Restricted Stock Award made to a Non-Employee Director upon the earlier of (i) such time as may be determined by the Committee at the time of the award and set forth in the Award Agreement, or (ii) the failure of such Non-Employee Director to be re-elected at an annual meeting of the stockholders of the Company as a result of such Non-Employee Director being excluded from the nominations for any reason other than Cause."

        All other provisions of the Plan shall remain in full force and effect.




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Amendment No. 4 to
Haynes International, Inc.
2009 Restricted Stock Plan


        Section 2.01(r) of the Haynes International, Inc. 2009 Restricted Stock Plan (the "Plan") is hereby amended as follows:

1.

By inserting "(13) net income;" after "(12) free cash flow;"; and



2.

By replacing "(13)" with "(14)" before "any combination of, or a specified increase or decrease in, any of the foregoing."

        All other provisions of the Plan shall remain in full force and effect.




Date Signature(s) in Box Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Please detach here The Board of Directors Recommends a Vote FOR Items 1 through 10. Election of Directors: FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1. Donald C. Campion 5. Timothy J. McCarthy 2. Mark M. Comerford 6. Michael L. Shor 3. John C. Corey 7. William P. Wall 4. Robert H. Getz 8. Ratification of Independent Registered Public Accounting Firm: To ratify the appointment of Deloitte & Touche, For Against Abstain LLP as Haynes’ independent registered public accounting firm for the fiscal year ending September 30, 2015. 9. Advisory Vote on Executive Compensation. To approve the compensation of Haynes’ Named Executive Officers For Against Abstain as described under “Executive Compensation” in the accompanying proxy statement 10. To reapprove the material terms of performance goals for the 2009 Restricted Stock Plan For Against Abstain 11. Other Matters: In their discretion, on such other matters as may properly come before the Annual Meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS 1 THROUGH 10, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO PROPOSAL 11. Address Change? Mark Box Do you plan to personally attend Yes Indicate changes below: the Annual Meeting of Stockholders? Shareowner ServicesSM P.O. Box 64945 St. Paul, MN 55164-0945 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE DATE, SIGN AND RETURN AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE. YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

 




Haynes International, Inc. 1020 West Park Avenue, P.O. Box 9013 Kokomo, Indiana 46904-9013 proxy This Proxy is solicited by the Board of Directors for use at the Annual Meeting on Monday, March 2, 2015, or any adjournment thereof. This Proxy, when properly executed, will be voted as directed, but, if not otherwise directed, this Proxy will be voted FOR the approval of Proposals 1 through 10. On any other matters that may properly come before the Annual Meeting, this Proxy will be voted in accordance with the best judgment of the proxies. By signing the Proxy, you revoke all prior proxies and appoint Mark M. Comerford, Daniel W. Maudlin and Janice W. Gunst, and each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments. Receipt of the Notice of Meeting of Stockholders of the Company, the Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 is hereby acknowledged. This Proxy may be revoked by the undersigned at any time before it is exercised by (i) executing and delivering to the Company a later-dated Proxy, (ii) attending the Annual Meeting and voting in person, or (iii) giving written notice of revocation to the Secretary of the Company. HAYNES INTERNATIONAL, INC. ANNUAL MEETING OF STOCKHOLDERS Monday, March 2, 2015 10:00 a.m. (EST) JW MARRIOTT 10 South West Street Indianapolis, Indiana 46204 See reverse for voting instructions.