EX-10.71



 Exhibit 10.71 
 SUMMARY OF ANNUAL CASH INCENTIVE BONUS AWARDS, 
 LONG-TERM PERFORMANCE
AWARDS, STOCK OPTIONS AND RESTRICTED COMMON 
 SHARES GRANTED IN FISCAL 2017 FOR NAMED EXECUTIVE OFFICERS 

Annual Cash Incentive Bonus Awards Granted In Fiscal 2017 
 The following table sets forth the annual cash incentive bonus awards granted to the following named executive officers (“NEOs”) of Worthington Industries, Inc. (the “Company”) under
the Worthington Industries, Inc. Annual Incentive Plan for Executives for the twelve-month performance period ending May 31, 2017: 
 Annual Cash Incentive Bonus Awards Granted for Fiscal 2017 
  

													
	 Name
	  	Annual Cash Incentive Bonus Awards for 
Twelve-Month
Performance Period Ending May 31, 2017 (1)	 
	 	  	Threshold ($)	 	  	Target ($)	 	  	Maximum ($)	 
	 John P. McConnell
	  	 	442,900	  	  	 	885,800	  	  	 	1,771,600	  
	 B. Andrew Rose
	  	 	288,450	  	  	 	576,900	  	  	 	1,153,800	  
	 Mark A. Russell
	  	 	350,000	  	  	 	700,000	  	  	 	1,400,000	  
	 Geoffrey G. Gilmore
	  	 	240,000	  	  	 	480,000	  	  	 	960,000	  
	 Virgil L. Winland
	  	 	225,000	  	  	 	450,000	  	  	 	900,000	  

  

	(1)	 Payouts which can be earned under these annual cash incentive bonus awards are generally tied to achieving specified levels (threshold, target and
maximum) of corporate economic value added (“EVA”) and earnings per share (“EPS”) for the twelve-month performance period with each performance measure carrying a 50% weighting. For Mr. Gilmore, a Pressure Cylinders business
unit executive, the corporate EPS measure carries a 20% weighting, the applicable Pressure Cylinders operating income (“EOI”) carries a 30% weighting, and the Pressure Cylinders EVA carries a 50% weighting. For all calculations,
restructuring charges and non-recurring items are excluded and EPS and the Steel Processing business unit EOI results are to be adjusted to eliminate the impact of FIFO gains and losses. If the performance level falls between
threshold and target or between target and maximum, the award is linearly prorated. If threshold levels are not reached for any performance measure, no annual cash incentive bonus will be paid. Annual cash incentive bonus award payouts
earned will be made within a reasonable time following the end of the performance period. In the event of a change in control of the Company (followed by actual or constructive termination of an NEO’s employment during the performance
period), the annual cash incentive bonus award would be considered to be earned at “target” and payable as of the date of termination of employment. 



  
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 Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2017

 The following table sets forth the long-term performance awards (consisting of long-term cash performance
awards and long-term performance share awards) for the three-fiscal-year period ending May 31, 2019 and the option awards and restricted common share awards granted to the NEOs in the fiscal year ending May 31, 2017 (“Fiscal 2017”).

 Long-Term Performance Awards, Option Awards and Restricted Common Share Awards Granted in Fiscal 2017 

 

																																					
	 Name
	 	Long-Term Cash Performance Awards for 
Three-
Fiscal-Year Period Ending May 31, 2019 (1)	 	 	Long-Term Performance Share 
Awards for Three-Fiscal-
Year Period Ending May 31, 2019 (1)	 	 	Option
Awards:
Number
of
Common
Shares
Underlying
Options (2)	 	 	Exercise
or Base
Price 
of
Option
Awards
($/Share) (2)	 	  	Restricted
Common
Share
Awards
	 
	 	Threshold
($)	 	 	Target
($)	 	 	Maximum
($)	 	 	Threshold
(# of
Common
Shares)	 	 	Target
(# of
Common
Shares)	 	 	Maximum
(# of
Common
Shares)	 	 	 	  
	 John P. McConnell
	 	 	500,000	  	 	 	1,000,000	  	 	 	2,000,000	  	 	 	7,500	  	 	 	15,000	  	 	 	30,000	  	 	 	26,500	  	 	 	42.30	  	  	 	22,500	(3) 
	 B. Andrew Rose
	 	 	300,000	  	 	 	600,000	  	 	 	1,200,000	  	 	 	3,750	  	 	 	7,500	  	 	 	15,000	  	 	 	13,500	  	 	 	42.30	  	  	 	12,000	(3) 
	 Mark A. Russell
	 	 	300,000	  	 	 	600,000	  	 	 	1,200,000	  	 	 	3,750	  	 	 	7,500	  	 	 	15,000	  	 	 	13,500	  	 	 	42.30	  	  	 	12,000	(3) 
	 Geoffrey G. Gilmore
	 	 	165,000	  	 	 	330,000	  	 	 	660,00	  	 	 	2,500	  	 	 	5,000	  	 	 	10,000	  	 	 	7,500	  	 	 	42.30	  	  	 	8,000	(3) 
	 Virgil L. Winland
	 	 	115,000	  	 	 	230,000	  	 	 	460,000	  	 	 	1,313	  	 	 	2,625	  	 	 	5,250	  	 	 	4,000	  	 	 	42.30	  	  	 	3,800	(3) 

  

	(1)	 These columns show the potential payouts under the long-term cash performance awards and the long-term performance share awards granted to the NEOs
under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (the “1997 LTIP”) for the three-fiscal-year performance period from June 1, 2016 to May 31, 2019. Payouts of long-term cash performance
awards and long-term performance share awards for corporate executives are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate EVA for the three-fiscal-year performance period and EPS growth over that
performance period, with each performance measure carrying a 50% weighting. For Mr. Gilmore, a Pressure Cylinders business unit executive, the cumulative corporate EVA and EPS growth measures together carry a 50% weighting, and the Pressure
Cylinders business unit EOI targets are weighted 50%. In all calculations, restructuring charges and non-recurring items are excluded, and EPS and Steel Processing business unit EOI results are to be adjusted to eliminate the impact of FIFO
gains or losses. No awards are paid or distributed if none of the three-fiscal-year threshold financial measures are met. If the performance levels fall between threshold and target or between target and maximum, the award is
linearly prorated. 



	(2)	 Effective June 30, 2016, under the Worthington Industries, Inc. 2010 Stock Option Plan, the NEOs were granted non-qualified stock options with
respect to the number of common shares shown, with an exercise price equal to $42.30, the fair market value of the underlying common shares on the date of grant. The options become exercisable over three years in increments of 33% per year on
each anniversary of their grant date.



	(3)	 These annual time-vested restricted common share awards were granted effective June 30, 2016 under the 1997 LTIP.



  
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