EX-10.42



 Exhibit 10.42 

 

					
		 	Memorandum	  	 






  

					
	 To:
	  	 Participant Name
	  	
			
	 From:
	  	 Terry Dyer
	  	 Personal & Confidential

			
	 Date:
	  	 xxxxxxx     , xxxx
	  	
			
	 Re:
	  	 Annual Incentive Plan “STIP” Award and Targets – FY 20    
	  	

  
  

 
 You have been granted an award
under the Worthington Industries, Inc. Annual Incentive Plan (“STIP”). The STIP award is designed to provide incentive payouts based on the attainment of stated financial performance targets over the fiscal year. 

Below is a summary of your compensation targets for FY 20    . 

 

							
	 Base Salary (Effective
                    )
	 		 		 	
	  
 STIP Opportunity
	 	Threshold	 	Target	 	Maximum
				
	 Total Base + STIP Target
	 		 		 	

 In an effort to focus on both the quantity and quality of earnings, the STIP award incorporates both an
earnings and economic value added (“EVA”) component. For corporate employees, half of the award is allocated to the corporate earnings per share (“EPS”) and half to the corporate EVA. For business unit (“BU”) employees
    % of the possible award is allocated to corporate EPS,     % is allocated to BU operating income (“EOI”), and     % is allocated to BU EVA. The table below details the
threshold, target and maximum performance levels for each of the metrics for the performance period of June 1, 20     to May 31, 20    . 

 

																	
	 Performance Metric
	  	Weight	 	 	Threshold	 	 	Target	 	  	Maximum	 
	 Corporate EPS
	  	 	xx	% 	 	$	x.xx	  	 	$	x.xx	  	  	$	x.xx	  
	 Corporate EVA
	  	 	xx	% 	 	($	xx,xxx	) 	 	$	xx,xxx	  	  	$	xx,xxx	  

 Performance Metrics in 000’s except for EPS 

Notes: 
  

	 	 •
	 	 Business unit results shall be calculated excluding corporate allocations not under direct control of the business unit and restructuring changes
and other unusual or non-recurring items. 


  

	 	 •
	 	 All FIFO impact, positive or negative, will be excluded for the purposes of measuring Corporate EPS and Steel EOI. No FIFO adjustment will be made
to the EVA calculation. 


 Each of the performance metrics is free standing so that you will be able to earn a
payout based upon the achievement of one metric, even if the threshold performance level is not achieved in the other metric. 

Calculation of the financial results and attainment of performance metric will be made solely by the Annual Incentive Plan Committee (the
“Committee”) based upon the applicable financial statements. The Committee has 

  
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the right to make changes and adjustments in calculating the performance measures to take into account unusual or non-recurring events, including, without limitation, changes in tax and
accounting rules and regulations; extraordinary gains and losses; mergers and acquisitions purchases or sales of substantial assets; and such other factors as the Committee determines. 

Unless the Committee elects a different form of payout, payments will be made in cash. A portion or all of the payout may be deferred
into a Deferred Compensation Plan, provided that a timely deferral election is made. The Company may require payment of, or may withhold from payments, amounts necessary to meet any federal, state or local tax withholding requirements. 

In general, termination of employment terminates STIP awards. Termination of employment for reasons of death, disability or retirement
will result in a pro rata payout for the performance period. Termination of employment for any other reason, voluntary or involuntary, prior to the end of the performance period will result in the forfeiture of the STIP award. 

In the event of a change in control of the company followed by a termination of employment during the performance period, the STIP awards
will be considered earned and payable at “target” and will be payable immediately in cash. 
 If you have any
questions regarding your STIP awards, please call me. 

  
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