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Exhibit 10.7
WORTHINGTON INDUSTRIES, INC.
AMENDED AND RESTATED
2000 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS
The purpose of the Worthington
Industries, Inc. Amended and Restated 2000 Stock Option Plan for
Non-Employee Directors is to promote the interests of the Company
and its shareholders by (a) increasing the proprietary
interest of Eligible Directors in the growth and performance of the
Company by granting such Eligible Directors options to purchase
Common Shares of the Company and (b) encouraging the Eligible
Directors to remain as directors of the Company and put forth
maximum efforts for the success of the Company. The Plan is amended
and restated effective as of November 1, 2008.
As used in the Plan, the
following terms shall have the meanings set forth below:
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(a)
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"Acquiring Person" means any
Person who or which, together with all of its Affiliates and
Associates, has acquired or obtained the right to acquire the
beneficial ownership of 25% or more of the Common Shares then
outstanding.
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(b)
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"Affiliate" and "Associate" shall
have the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Exchange
Act.
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(c)
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"Board" shall mean the Board of
Directors of the Company.
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(d)
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"Change in Control" shall have
occurred when any Person (other than (A) the Company or any
Subsidiary of the Company, (B) any employee benefit plan of
the Company or of any Subsidiary of the Company or any trustee of
or fiduciary with respect to any such plan when acting in such
capacity, or (C) any Person who, on the Effective Date of the
Plan, was an Affiliate of the Company and owning in excess of 10%
of the outstanding Common Shares of the Company and the respective
successors, executors, legal representatives, heirs and legal
assigns of such Person), alone or together with its Affiliates and
Associates, has acquired or obtained the right to acquire the
beneficial ownership of 25% or more of the Common Shares then
outstanding.
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(e)
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"Continuing Director" means any
individual who was a member of the Board on the Effective Date of
the Plan or thereafter elected by the shareholders of the Company
or appointed by the Board prior to the date as of which the
Acquiring Person became a Substantial Shareholder (as such term is
defined in Article SEVENTH of the Company’s Amended Articles
of Incorporation), or an individual designated (before his initial
election or appointment as a director) as a Continuing Director by
three-fourths of the Whole Board, but only if a majority of the
Whole Board shall then consist of Continuing Directors.
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(f)
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"Change in Control Exercise
Period" shall have the meaning set forth in paragraph (ii) of
Subsection 6(d) of the Plan.
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(g)
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"Change in Control Price Per
Common Share" shall mean the price per Common Share (i) paid
by the Acquiring Person in connection with the transaction that
results in the Change in Control; or (ii) at any time after
the Change in Control and before the Eligible Director exercises
his/her election under paragraph (ii) of Subsection 6(d), the
Fair Market Value of the Common Shares.
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(h)
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"Change in Control Spread" shall
have the meaning set forth in paragraph (ii) of Subsection
6(d) of the Plan.
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(i)
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"Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time, and any
successor provisions thereto.
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(j)
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"Company" shall mean Worthington
Industries, Inc., an Ohio corporation, together with any successor
thereto.
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(k)
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"Common Shares" shall mean the
common shares, without par value, of the Company.
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(l)
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"Director Option" shall mean a
Non-Qualified Stock Option granted to each Eligible Director under
the provisions of the Plan without any action by the
Board.
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(m)
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"Director Retirement" shall mean
the retirement of an Eligible Director from service on the Board
after having (i) attained the age of 65 or (ii) served at
least nine years as a member of the Board, unless the Board
specifies a shorter period of required service which shall in no
event be fewer than six years.
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(n)
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"Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended from time to time, and
any successor provisions thereto.
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(o)
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"Effective Date" shall mean
September 28, 2000.
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(p)
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"Eligible Director" shall mean,
on any date, an individual who is serving as a member of the Board
but shall not include any individual who is an employee of the
Company or of any Subsidiary or Affiliate of the
Company.
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(q)
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The "Fair Market Value" of a
Common Share on any relevant date for purposes of any provision of
the Plan shall be the last reported sales price of a Common Share
as shown on the national securities exchange on which the
Company’s Common Shares are then traded, or, if there are no
reported sales on such date, then the last reported sales price on
the next preceding day on which such a sale was
transacted.
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(r)
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"For Cause" shall mean removal
from office for cause in accordance with Article SIXTH of the
Company’s Amended Articles of Incorporation and the Ohio
General Corporation Law.
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(s)
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"Non-Qualified Stock Option"
shall mean a right to purchase Common Shares from the Company that
is granted under the Plan and is not intended to meet the
requirements of Section 422 of the Code or any successor
provision thereto.
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(t)
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"Option Agreement" shall mean any
written agreement, contract or other document evidencing any
Director Option granted under the Plan.
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(u)
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"Permissible Transferee" shall
mean any member of the immediate family of an Eligible Director,
any trust, whether revocable or irrevocable, solely for the benefit
of members of the Eligible Director’s immediate family, or
any partnership or limited liability company whose only partners or
members are members of the Eligible Director’s immediate
family.
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(v)
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"Person" shall mean any
individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other
entity.
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(w)
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"Plan" shall mean the Worthington
Industries, Inc. Amended and Restated 2000 Stock Option Plan for
Non-Employee Directors, as the same may be amended from time to
time.
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(x)
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"SEC" shall mean the Securities
and Exchange Commission or any successor thereto and shall include
the staff thereof.
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(y)
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"Subsidiary" shall mean any
corporation which, on the date of determination, qualified as a
subsidiary of the Company under Section 424(f) of the Code. In
addition, the term "Subsidiary" shall include any trade or business
that is under common control with the Company, as determined under
Section 414(c) of the Code.
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(z)
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"Total Disability" shall be
deemed to be the inability, by reason of a medically determinable
physical or mental impairment, to engage in any substantial gainful
activity, for a period of 180 days after its commencement and such
condition, in the opinion of a physician selected by the Company
and reasonably acceptable to the Eligible Director or his/her legal
representative, is total and permanent.
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(aa)
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"Treasury Regulations" means any
regulations issued by the Department of Treasury and/or Internal
Revenue Service under the Code.
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(bb)
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"Whole Board" means the total
number of directors which the Company would have if there were no
vacancies.
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(a) The Plan shall be
administered by the Board.
(b) The Board shall have full power and
authority in its discretion, subject to and not inconsistent with
the express provisions of the Plan, to administer the Plan and to
exercise all the power and authority specifically granted to the
Board under the Plan or necessary or advisable, in the sole and
absolute discretion of the Board, in the administration of the Plan
including, without limitation, the authority to: interpret and
construe any provision of the Plan or any Director Option granted
under the Plan; make all required or appropriate determinations
under the Plan or any Director Option granted under the Plan;
adopt, amend and rescind such rules and regulations relating to the
Plan as the Board shall determine in its discretion subject to the
express provisions of the Plan; and make all other determinations
deemed by the Board necessary or advisable for the administration
of the Plan. Notwithstanding the preceding sentence, the Board
shall have no discretion with respect to the selection of members
of the Board to receive Director Options, the number of Common
Shares subject to any Director Option, the purchase price per
Common Share under each Director Option or the timing of grants of
Director Options under the Plan.
(c) The interpretation and construction of any
provision of the Plan or any Director Option granted under the Plan
and all determinations by the Board in each case shall be final,
binding and conclusive with respect to all interested parties,
unless otherwise determined by the Board. No member of the Board
shall be personally liable for any action, failure to act,
determination, interpretation or construction made in good faith
with respect to the Plan or any Director Option or transaction
under the Plan.
(d) Nothing contained in the Plan, nor any
Director Option granted pursuant to the Plan, nor shall confer upon
any Eligible Director any right to continue as a director of the
Company nor limit in any way the right of the shareholders of the
Company to remove him/her as a director in accordance with the
Company’s Amended Articles of Incorporation and the Ohio
General Corporation Law.
The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan and any
Option Agreement evidencing a Director Option granted under the
Plan shall be determined in accordance with the laws of the State
of Ohio.
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The class of individuals eligible
to receive grants of Director Options shall be the Eligible
Directors.
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5.
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COMMON SHARES SUBJECT TO THE
PLAN
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Subject to adjustment as provided
in Section 7 of the Plan, an aggregate of 250,000 Common
Shares shall be available for issuance under the Plan. The Common
Shares deliverable upon the exercise of Director Options may be
made available from authorized but unissued Common Shares or issued
Common Shares which have been reacquired by the Company. If any
Director Option granted under the Plan shall terminate for any
reason without having been exercised in full, the Common Shares
subject to, but not delivered under, such Director Option shall be
available for issuance under the Plan.
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6.
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GRANT, TERMS AND CONDITIONS OF
DIRECTOR OPTIONS
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(a) On the date an Eligible
Director is first elected or appointed to the Board prior to
September 25, 2003, such Eligible Director shall be granted a
Director Option to purchase 4,000 Common Shares; provided, however,
in respect of the first election to the Board of Eligible Directors
prior to the Effective Date, such Director Option shall be granted
on the Effective Date. On the date an Eligible Director is first
elected or appointed to the Board on or after September 25,
2003, such Eligible Director shall be granted a Director Option to
purchase 5,000 Common Shares. Notwithstanding the foregoing, no
Director Option shall be granted pursuant to this Plan on or after
September 27, 2006.
(b) On the date on which each annual meeting of
the shareholders of the Company is held in 2001 and in 2002, each
Eligible Director who has served as a director of the Company for
more than six months and will continue to serve as a member of the
Board on and after such date, shall receive a grant of a Director
Option to purchase 2,000 Common Shares. On the date on which each
annual meeting of shareholders of the Company is held, beginning
with the annual meeting to be held in 2003, each Eligible Director
who served as a director of the Company for mor
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