WORTHINGTON INDUSTRIES, INC.
1997 LONG-TERM INCENTIVE PLAN
The purposes of
the Worthington Industries, Inc. 1997 Long-Term Incentive Plan (the
“Plan”) are to encourage selected key employees of
Worthington Industries, Inc. and its subsidiaries (collectively the
“Company”) to acquire a proprietary and vested interest
in the growth and performance of the Company, to generate an
increased incentive to contribute to the Company’s future
success and prosperity, thus enhancing the value of the Company for
the benefit of share owners, and to enhance the ability of the
Company to attract and retain individuals of exceptional talent
upon whom, in large measure, the sustained progress, growth and
profitability of the Company depends.
Section 2.
Administration
The Plan shall be
administered by the Committee. The Committee shall have full power
and authority, subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time to
time be adopted by the Board, to: (i) select the Employees of
the Company to whom Awards may from time to time be granted
hereunder; (ii) determine the type or types of Award to be
granted to each Participant hereunder; (iii) determine the
number of Shares to be covered by each Award granted hereunder;
(iv) determine the terms and conditions, not inconsistent with
the provision of the Plan, of any Award granted hereunder;
(v) determine whether, to what extent and under what
circumstances Awards may be settled in cash, Shares or other
property or canceled or suspended; (vi) determine whether, to
what extent and under what circumstances cash, Shares, and other
property and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election
of the Participant; (vii) interpret and administer the Plan
and any instrument or agreement entered into under the Plan;
(viii) establish such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration
of the Plan; and (ix) make any other determination and take
any other action that the Committee deems necessary or desirable
for administration of the Plan. Decisions of the Committee shall be
final, conclusive and binding upon all persons, including the
Company, any Participant, any shareholder, and any employee of the
Company. A majority of the members of the Committee may determine
its actions and fix the time and place of its meetings.
Section 3.
Duration of, and Shares Subject to Plan
(a) Term.
The Plan shall remain in effect until terminated by the Board,
provided, however, that no Incentive Stock Option may be granted
more than ten (10) years after the Effective Date of the
Plan.
(b) Shares
Subject to the Plan. The maximum number of Shares in respect of
which Awards may be granted under the Plan, subject to adjustment
as provided in Section 3(c) of the Plan, is 4,500,000
Shares. Notwithstanding the foregoing, in no event shall more than
1,000,000 Shares be cumulatively available for Awards of Incentive
Stock Options under the Plan and provided further that no
Participant may be granted Awards in any one calendar year with
respect to more than two hundred thousand (200,000)
Shares.
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For the purpose
of computing the total number of Shares available for Awards under
the Plan, there shall be counted against the foregoing limitations
the number of Shares subject to issuance upon exercise or
settlement of Award as of the dates on which such Awards are
granted. Shares which were previously subject to Awards shall again
be available for Awards under the Plan if any such Awards are
forfeited, terminated, expire unexercised, settled in cash or
property other than Shares or exchanged for other Awards (to the
extent of such forfeiture, termination or expiration of such
Awards), or if the Shares subject thereto can otherwise no longer
be issued. Further, any Shares which are used as full or partial
payment to the Company by a Participant of the purchase price of
Shares upon exercise of a Stock Option shall again be available for
Awards under the Plan.
Shares which
may be issued under the Plan may be either authorized and unissued
shares or issued shares which have been reacquired by the Company.
No fractional shares shall be issued under the Plan.
(c) Changes in
Shares. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split,
reverse stock split, spin off, exchange of shares or similar
transaction or other change in corporate structure or
capitalization affecting the Shares or the price thereof, such
adjustments and other substitutions shall be made to the Plan and
to Awards as the Committee in its sole discretion deems equitable
or appropriate, including without limitation such adjustments in
the aggregate number, class and kind of Shares which may be
delivered under the Plan, in the aggregate or to any one
Participant, in the number, class, kind and option or exercise
price of Shares subject to outstanding Options, Stock Appreciation
Rights or other Awards granted under the Plan, and in the number,
class and kind of Shares subject to, Awards granted under the Plan
(including, if the Committee deems appropriate, the substitution of
similar options to purchase the shares of, or other awards
denominated in the shares of, another company) as the Committee may
determine to be appropriate in its sole discretion, provided that
the number of Shares or other securities subject to any Award shall
always be a whole number.
Any Employee
(excluding any member of the Committee) shall be eligible to be
selected as a Participant.
Options may be
granted hereunder to Participants either alone or in addition to
other Awards granted under the Plan. Any Option granted under the
Plan shall be evidenced by an Award Agreement in such form as the
Committee may from time to time approve. Any such Option shall be
subject to the following terms and conditions and to such
additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall deem desirable. The
provisions of Options need not be the same with respect to each
recipient.
(a) Option
Price. The purchase price per Share purchasable under an Option
shall be determined by the Committee in its sole discretion;
provided that such purchase price shall not be less than the Fair
Market Value of the Share on the date of the grant of the
Option.
(b) Option
Period. The term of each Option shall be fixed by the Committee
in its sole discretion; provided that no Incentive Stock Option
shall be exercisable after the expiration of ten years from the
date the Option is granted.
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(c)
Exercisability. Options shall be exercisable at such time or
times as determined by the Committee at or subsequent to grant.
Unless other determined by the Committee at or subsequent to grant,
no Incentive Stock Option shall be exercisable during the year
ending on the day before the first anniversary date of the granting
of the Incentive Stock Option.
(d) Method of
Exercise. Subject to the other provisions of the Plan and any
applicable Award Agreement, any Option may be exercised by the
Participant in whole or in part at such time or times, and the
Participant may make payment of the option price in such form or
forms, including, without limitation, payment by delivery of cash,
Shares or other consideration (including, where permitted by law
and the Committee, Awards) having a Fair Market Value on the
exercise date equal to the total option price, or by any
combination of cash, Shares and other consideration as the
Committee may specify in the applicable Award Agreement.
(e) Incentive
Stock Options. In accordance with rules and procedures
established by the Committee, the aggregate Fair Market Value
(determined as of the time of grant) of the Shares with respect to
which Incentive Stock Options held by any Participant which are
exercisable for the first time by such Participant during any
calendar year under the Plan (and under any other benefit plans of
the Company or of any parent or subsidiary corporation of the
Company) shall not exceed $100,000 or, if different, the maximum
limitation in effect at the time of grant under Section 422 of
the Code, or any successor provision, and any regulations
promulgated thereunder. The terms of any Incentive Stock Option
granted hereunder shall comply in all respects with the provisions
of Section 422 of the Code, or any successor provision, and
any regulations promulgated thereunder.
Section 6.
Stock Appreciation Rights
Stock Appreciation
Rights may be granted hereunder to Participants either alone or in
addition to other Awards granted under the Plan and may, but need
not, relate to a specific Option granted under Section 5. The
provisions of Stock Appreciation Rights need not be the same with
respect to each recipient. Any Stock Appreciation Right related to
a Non-Qualified Stock Option may be granted at any time thereafter
before exercise or expiration of such Option. Any Stock
Appreciation Right related to an Incentive Stock Option must be
granted at the same time such Option is granted. In the case of any
Stock Appreciation Right related to any Option, the Stock
Appreciation Right or applicable portion thereof shall terminate
and no longer be exercisable upon the termination or exercise of
the related Option, except that a Stock Appreciation Right granted
with respect to less than the full number of Shares covered by a
related Option shall not be reduced until the exercise or
termination of the related Option exceeds the number of shares not
covered by the Stock Appreciation Right. Any Option related to any
Stock Appreciation Right shall no longer be exercisable to the
extent the related Stock Appreciation Right has been exercised. The
Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it shall deem
appropriate.
Section 7.
Restricted Stock
(a)
Issuance. Restricted Stock Awards may be issued hereunder to
Participants either alone or in addition to other Awards granted
under the Plan, for such consideration as determined by the
Committee in its sole discretion and the Committee may issue such
Awards for no consideration or for such minimum consideration as
may be required by applicable law. Restricted Stock Awards shall
contain such limitations, terms and conditions and other provisions
as determined by the Committee in its sole discretion. The
provisions of Restricted Stock Awards need not be the same with
respect to each recipient.
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(b)
Registration. Any Restricted Stock issued hereunder may be
evidenced in such manner as the Committee in its sole discretion
shall deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates. In
the event any stock certificate is issued in respect of shares of
Restricted Stock awarded under the Plan, such certificate shall be
registered in the name of the Participant, and shall bear an
appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award.
(c)
Forfeiture. Except as otherwise determined by the Committee
at the time of grant, upon termination of employment for any reason
during the restriction period, all shares of Restricted Stock still
subject to restriction shall be forfeited by the Participant and
reacquired by the Company, for the purchase price paid by the
Participant or such other consideration (or no consideration) as
set by the Committee as part of the terms and conditions of the
Award, provided that except as provided in Section 11, in the
event of a Participant’s retirement, permanent disability,
other termination of employment or death, or in cases of special
circumstances, the Committee may, in its sole discretion, waive in
whole or in part any or all remaining restrictions with respect to
such Participant’s shares of Restricted Stock. Unrestricted
Shares, evidenced in such manner as the Committee shall deem
appropriate, shall be issued to the grantee after the period of
forfeiture, as determined or modified by the Committee, shall
expire.
Section 8.
Performance Awards
Performance
Awards may be issued hereunder to Participants, either alone or in
addition to other Awards granted under the Plan, for such
consideration as determined by the Committee, in its sole
discretion, and the Committee may issue such Awards for no
consideration or for such minimum consideration as may be required
by applicable law. The performance criteria to be achieved during
any Performance Period, the length of the Performance Period and
the other terms and conditions and provisions with respect to the
Award shall be determined by the Committee upon the grant of each
Performance Award. Except as provided in Section 10,
Performance Awards will be distributed only after the end of the
relevant Performance Period. Performance Awards may be paid in
cash, Shares, other property or any combination thereof, in the
sole discretion of the Committee at the time of payment. The
performance levels to be achieved for each Performance Period and
the amount of the Award to be distributed shall be conclusively
determined by the Committee. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance
Period. The maximum value of the property, including cash, that may
be paid or distributed to any Participant pursuant to a grant of
Performance Units made in any one calendar year shall be
$2,500,000. The provisions of Performance Awards need not be the
same with respect to each recipient.
Section 9.
Other Stock Unit Awards
(a) Stock and
Administration. Other Awards of Shares and other Awards that
are valued in whole or in part by reference to, or are otherwise
based on, Shares or other property (“Other Stock Unit
Awards”) may be granted hereunder to Participants, either
alone or in addition to other Awards granted under the Plan. Other
Stock Unit Awards may be paid in Shares, cash or any other form of
property as the Committee shall determine.
(b) Terms and
Conditions. Other Stock Unit Awards granted under this
Section 9 may be issued for such consideration as determined
by the Committee in its sole discretion, and the Committee may
issue such Awards for no consideration or for such minimum
consideration as may be required by applicable law. Shares
(including securities convertible into Shares) purchased pursuant
to a purchase right awarded under this Section 9 shall be
purchased for such consideration
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as the
Committee shall in its sole discretion determine, which shall not
be less than the Fair Market Value of such Shares or other
securities as of the date such purchase right is awarded. The terms
and conditions and other provisions with respect to Other Stock
Unit Awards shall be determined by the Committee. The provisions of
Other Stock Unit Awards need not be the same with respect to each
recipient.
Section 10.
Change in Control Provisions
(a) Impact of
Event. Notwithstanding any other provision of the Plan to the
contrary, but subject to the provisions of Section 10(d), in
the event of a Change in Control:
(i) Any
Options and Stock Appreciation Rights outstanding as of the date
such Change in Control is determined to have occurred, and which
are not then exercisable and vested, shall become fully exercisable
and vested to the full extent of the original grant; provided, that
in the case of a Participant holding a Stock Appreciation Right who
is actually subject to Section 16(b) of the Exchange Act,
such Stock Appreciation Right shall not become fully vested and
exercisable unless it shall have been outstanding for at least six
months at the date such Change in Control is determined to have
occurred.
(ii) The
restrictions and deferral limitations applicable to any Restricted
Stock shall lapse, and such Restricted Stock shall become free of
all restrictions and limitations and become fully vested and
transferable to the full extent of the original grant.
(iii) All
Performance Awards shall be considered to be earned and payable in
full, and any deferral or other restriction shall lapse and such
Performance Awards shall be immediately settled or
distributed.
(iv) The
restrictions and deferral limitations and other conditions
applicable to any Other Stock Unit Awards or any other Awards shall
lapse, and such Other Stock Unit Awards or such other Awards shall
become free of all restrictions, limitations or conditions and
become fully vested and transferable to the full extent of the
original grant.
(b) Change in
Control Cash-Out. Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control
(the “Exercise Period”), if the Committee
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