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Exhibit 10.8
WORTHINGTON INDUSTRIES, INC.
AMENDED AND RESTATED
1997 LONG-TERM INCENTIVE PLAN
SECTION 1. PURPOSE . The purposes of the
Worthington Industries, Inc. Amended and Restated 1997 Long-Term
Incentive Plan (the "Plan") are to encourage selected key employees
of 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 shareholders, 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. This Plan became effective on the Effective
Date and is being amended and restated effective as of
November 1, 2008 for purposes of Section 409A of the
Code.
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 provisions 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) interpret and
administer the Plan and any instrument or agreement entered into
under the Plan; (vii) establish such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (viii) 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 after more than 10 years
after the Effective Date.
(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 200,000
Shares.
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 Awards 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 Worthington by a Participant of the option price
of Shares upon exercise of an 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 Worthington. 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
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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 adjustment made pursuant to this
Section 3(c) shall be made consistent with the requirements of
Section 409A of the Code, to the extent applicable.
SECTION 4. ELIGIBILITY. Any Employee
(excluding any member of the Committee) shall be eligible to be
selected as a Participant.
SECTION 5. OPTIONS. 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
Participant.
(a) Option Price. The option price per
Share purchasable upon exercise of an Option shall be determined by
the Committee in its sole discretion; provided that such option
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 Incentive Stock
Option is granted.
(c) Exercisability. Options shall be
exercisable at such time or times as determined by the Committee at
or subsequent to grant. Unless otherwise 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 already owned by the
Participant or other consideration (including, where permitted by
law, by delivery or surrender of outstanding vested and exercisable
Awards, including through the withholding of Shares which would
otherwise be issued in connection with the exercise of a vested and
exercisable Option, 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 unless the Committee may otherwise
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 Treasury 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 Treasury 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
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same with respect to each
Participant. Any Stock Appreciation Right related to a Nonstatutory
Stock Option may be granted at any time thereafter before exercise,
termination or expiration of such Nonstatutory Stock Option. Any
Stock Appreciation Right related to an Incentive Stock Option must
be granted at the same time such Incentive Stock 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 number
of Shares subject to 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 Participant.
(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 Worthington, 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
Participant 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 Performance 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 Performance 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 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 Participant.
SECTION 9. OTHER STOCK UNIT AWARDS.
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(a) Other Stock Unit Awards
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 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
Participant.
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 applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall
become free of all restrictions 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 other re
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