Form of Restricted Stock Award Agreement



 Exhibit 10.3 
 WORTHINGTON INDUSTRIES, INC. 
 AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT ISSUED TO 
 __________________________ 
 Worthington Industries, Inc. (“Worthington” and together with its subsidiaries, the
“Company”) believes that its business interests are best served by extending you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, you have been granted restricted common
shares, without par value (“Shares”), of Worthington (“Restricted Stock”), subject to the terms and conditions described in the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (“Plan”)
and this Restricted Stock Award Agreement (“Award Agreement”). 
 This Award Agreement describes many features of your Restricted
Stock and the conditions you must meet before the restrictions on your Restricted Stock will lapse. Any capitalized terms not otherwise defined in this Award Agreement have the same meanings as in the Plan. 
 To ensure you fully understand the terms and conditions of your Restricted Stock, you should: 
  

	 	—	 	 Read the Plan and this Award Agreement carefully; 


  

	 	—	 	 Contact Dale T. Brinkman at 614-438-3001 if you have any questions about your Restricted Stock; 


  

	 	—	 	 Sign both the Award Agreement and extra signature page; and 


  

	 	—	 	 Return the signed extra signature page to the Award Agreement no later than
                     to Dale Brinkman. 


 Nature of Your Restricted Stock 
 You have been granted Restricted Stock. If you satisfy the
conditions described in the Plan and this Award Agreement, the restrictions imposed on your Restricted Stock will lapse. 
 Grant Date: Your Shares of
Restricted Stock were granted on                     . 
 Number of Shares of Restricted Stock: You have been granted              Shares of Restricted Stock. 
 Settlement of Your Restricted Stock 
 Until the dates shown below or the events described below, your Shares of Restricted Stock will be held in escrow by Worthington and, except as described below, may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated. At the end of the Restriction Period (as described below), these Shares either will be distributed to you or forfeited, depending on whether or not you satisfy the conditions described in this Award Agreement and in the Plan. Any
fractional Share of Restricted Stock will be settled in cash. 
 Normal Restriction Period: Normally, and subject to your continued
service as an employee, the restrictions on your Restricted Stock will lapse and the Shares of Restricted Stock will become fully vested on
                    . 
  

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 How Your Restricted Stock Might Be Settled Before the Last Day of the Normal Restriction Period:
Upon a Business Combination or a Change in Control, the restrictions on your Restricted Stock will lapse and the Shares of Restricted Stock will become fully vested. 
 How Termination Will Affect Your Restricted Stock: 
 Death, Disability or
Retirement. If you terminate due to Death, Disability or Retirement, the Restricted Stock will become fully vested on the Termination Date. 
 Termination for Any Reason Other than Death, Disability or Retirement. If you terminate for any reason other than Death, Disability or Retirement, the Restricted Stock will be forfeited on the Termination Date.

 Other Ways in Which Your Restricted Stock May Be Forfeited: Your Restricted Stock will be forfeited if you: 
  

	 	[1]	 Without the consent of Worthington’s executive management, become associated with, employed by, render services to, or own any interest in (other
than any non-substantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Committee.



  

	 	[2]	 Deliberately engage in any action that could harm the Company, as determined by the Compensation Committee. 


 Settling Your Restricted Stock 
 If
all applicable conditions have been met, your Restricted Stock will be released from escrow and distributed to you as soon as administratively feasible after the last day of the Restriction Period. 
 Other Rules Affecting Your Restricted Stock 
 Rights During the Restriction Period: During the Restriction Period (and even though the Shares of Restricted Stock are held in escrow until they are settled), you may exercise any voting rights associated with your Restricted Stock.
Any dividends or other distributions paid with respect to your Restricted Stock will be held by Worthington as escrow agent during the Restriction Period and will be subject to the same restrictions on transferability and forfeitability as the
Shares of Restricted Stock with respect to which they were paid. At the end of the Restriction Period, such dividends or other distributions will be distributed to you or forfeited as provided above with respect to the Restricted Stock as to which
they were paid. 
 Beneficiary Designation: You may name a beneficiary or beneficiaries to receive any Restricted Stock that is
settled after you die. This may be done only on the attached Beneficiary Designation Form and by following the rules described in that form. This form need not be completed now and is not required as a condition of receiving your Restricted Stock.
If you die without completing a Beneficiary Designation Form or if you do not complete that form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate. 
 Transferring Your Restricted Stock: Normally, your Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated. However, as described above, you may complete a Beneficiary Designation Form to name a beneficiary or beneficiaries to receive any Restricted Stock that is settled after you die. It may also be possible for you to transfer your
Restricted Stock to certain Permissible Transferees, contact Dale T. Brinkman at the address or number given above if you are interested in transferring your Restricted Stock to a Permissible Transferee. 
 Governing Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of
the State of Ohio. 
  

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 Other Agreements: Your Restricted Stock will be subject to the terms of any other written
agreements between you and the Company to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. 
 Adjustments to Your Restricted Stock: Your Restricted Stock will be adjusted, if appropriate, to reflect any change to the Company’s capital structure after the Grant Date (e.g., the number of Shares
of Restricted Stock will be adjusted to reflect a Share Split). 
 Other Rules: Your Restricted Stock is subject to more rules
described in the Plan. You should read the Plan carefully to ensure you fully understand all the terms and conditions of this Restricted Stock. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms
of the Plan will govern. 
 Your Acknowledgment of Restricted Stock Conditions 
 By signing below, you acknowledge and agree that: 
  

	 	—	 	 A copy of the Plan has been made available to you; and 


  

	 	—	 	 You understand and accept the terms and conditions placed on your Restricted Stock. 


  

													
	[Grantee’s Name]	 		 	WORTHINGTON INDUSTRIES, INC.
					
	 By:
	 	 [Grantee’s Name]
	 		 	 By:
	 	 
		 		 		 		 		 	 Dale T. Brinkman,
 Vice President-Administration

							
	 Date
	 	 signed:
	 	 	 		 	 Date
	 	 signed:
	 	 

  

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