Exhibit 10.1



 





Exhibit 10.1



NON-QUALIFIED STOCK OPTION AGREEMENT

OPTION UNDER 1997 LONG-TERM INCENTIVE PLAN




     THIS AGREEMENT is effective as of the date specified in the Notice of
Grant, attached, between Worthington Industries, Inc., an Ohio corporation
(sometimes hereinafter called the “Company”), and the Optionee listed on the
Notice of Grant.



W I T N E S S E T H:




     WHEREAS, the shareholders of the Company and the Company’s Board of
Directors have approved the Worthington Industries, Inc. 1997 Long-Term
Incentive Plan (the “Plan”);



     WHEREAS, the Committee (hereinafter called the “Committee”) appointed by
the Board of Directors of the Company to administer the Plan has determined
that the Optionee is eligible to participate in the Plan; and that a
non-qualified stock option to acquire common shares of the Company should be
granted to the Optionee upon the terms and conditions set forth in this
Agreement;



     NOW, THEREFORE, in consideration of the premises, the parties hereto make
the following agreement, intending to be legally bound thereby:



Section 1. Grant of Option.



     The Company hereby grants to the Optionee a non-qualified (non-incentive)
stock option (sometimes hereinafter called the “Option”) to purchase the number
common shares of the Company (“Common Shares”) listed in the Notice of Grant.



Section 2. Terms and Conditions of the Option.





	(A)	 	Option Price. The purchase price (sometimes hereinafter called the
“Option Price”) to be paid by the Optionee upon the exercise of all or any
part of the Option shall be the price listed in the Notice of Grant.
	 
	(B)	 	Option Term. The Option shall in no event be exercisable after the
expiration of ten (10) years from the date of this Agreement.
	 
	(C)	 	Limitations on Exercise. The Option may not be exercised by the Optionee
prior to twelve months from the date of this Agreement. Thereafter, the
Optionee may exercise the Option as to the number of shares which have
vested.
	 
	 	 	The vesting schedule is listed in the Notice of Grant.
	 
	 	 	Except as otherwise provided herein, the Optionee may not exercise any
part of the Option unless, at the time of such exercise, the Optionee has
been in the continuous employment of the Company or a subsidiary of the
Company since the date of this Agreement. The Committee shall have the
sole discretion to decide whether leaves of absence for government or
military service, illness, temporary disability or other reasons shall be
deemed not to interrupt continuous employment for purposes of this
paragraph.
	 
	(D)	 	Effect of Termination of Employment. The Optionee shall not be entitled
to exercise the Option after the Optionee ceases to be an employee of the
Company or a subsidiary of the Company, except that:







	 	(1)	 	Retirement. If the Optionee ceases to be an employee as a
result of retirement, the vested portion of the Option may be
exercised within twelve months after the date on which the Optionee
ceases to be an employee (but in no event later than the date of
expiration of the Option term); and
	 
	 	(2)	 	Disability. If the Optionee ceases to be an employee by
reason of a disability, as determined by the Committee, the Option
may be exercised within twelve months after the date on which the
Optionee ceases to be an employee (but in no event later than the
date of the expiration of the Option Term).






If the Option is exercised pursuant to this paragraph (D), it may be
exercised by the Optionee for the number of shares for which it could
have been exercised at the time the Optionee ceased to be an employee



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or for such greater number of shares subject to the Option as to which
the Committee may authorize an acceleration of time of exercise under the
Option.





	(E)	 	Effect of Death. If the Optionee dies and at the time of his death is
entitled to exercise the Option, the vested portion of the Option may be
exercised within twelve months after the date of death (but no later than
the date of expiration of the Option term) by the Optionee’s estate, or by
a person who acquired the right to exercise such Option by bequest or
inheritance. The Option may be exercised only as to the number of shares
for which it could have been exercised at the time of the Optionee’s death
or for such greater number of shares subject to the Option as to which the
Committee may authorize an acceleration of time under the Option.





Section 3. Method of Exercise.





	A.	 	Notice and Payment. The Option may be exercised, in whole or in part, by
giving written notice of exercise to the Company, Attn: General Counsel or
Corporate Compensation Manager, specifying the number of Common Shares to
be purchased. Such notice shall be accompanied by payment in full of the
purchase price.
	 
	B.	 	Method of Payment. The purchase price shall be paid in cash or, if
acceptable to the Committee in its sole discretion, (i) in Common Shares
already owned by the Optionee (ii) with such other consideration as is
acceptable to the Committee, valuing Common Shares and other consideration
at Fair Market Value (as defined in the Plan) on the date of exercise.
The Committee shall determine acceptable methods for tendering Common
Shares, or other consideration and may impose such conditions on the use
of Common Shares, or other consideration as it deems appropriate.
	 
	C.	 	Withholding Taxes. The Company and its subsidiaries shall have the right
to require the Optionee to pay, or may withhold from the Optionee’s wages
or from other amounts payable to such Optionee, an amount necessary to
meet any federal, state or local tax withholding requirements which may
arise as a result of the exercise of the Option. The Committee may permit
the Optionee to deliver already owned Common Shares, or other
consideration having a Fair Market Value sufficient to satisfy all or part
of the withholding taxes.
	 
	D.	 	Delivery of Stock Certificates. After payment has been received, the
Company shall take all action as is necessary to deliver appropriate share
certificates evidencing the shares purchased upon the exercise of the
Option as promptly thereafter as is reasonably practicable.
	 
	E.	 	Exercise by Beneficiary. In the case of exercise of the Option by a
person or estate acquiring the right to exercise the Option by bequest or
inheritance, the Company may require reasonable evidence as to the
ownership of the Option and may require such consents and releases of
taxing authorities as the Company may deem advisable.





Section 4. Adjustment Upon Change of Shares.



     In the event of a reorganization, merger, consolidation, reclassification,
recapitalization, combination or exchange of shares, stock split, stock
dividend, rights offering or other events affecting the issued and outstanding
shares of the Company, the Company may equitably adjust the number and class of
the shares for which the Option may thereafter be exercised and/or the exercise
price per share.



Section 5. Non-Assignability of the Option.



     The Option is not assignable or otherwise transferable by the Optionee
except by will or by the laws of descent and distribution. The Option may not
be exercised during the lifetime of the Optionee except by the Optionee.



Section 6. Restrictions on Exercise.



     Anything contained in this Agreement or elsewhere to the contrary
notwithstanding:



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	(A)	 	The Option shall not be exercisable for the purchase of any shares
subject thereto except for:







	 	(1)	 	Shares subject thereto which at the time of such exercise are
registered under the Securities Act of 1933, as amended (the “Act”),
if required; and
	 
	 	(2)	 	Shares subject thereto in respect of which the laws of any
state applicable to such exercise and purchase has been satisfied.







	(B)	 	If any shares subject to the Option are issued upon the exercise thereof
to a person who (at the time of such exercise or at any time thereafter)
controls, is controlled by or is under common control with the Company,
then such shares shall not be transferable by the holder thereof, and
neither the Company nor its transfer agent or registrar, if any, shall be
required to register or otherwise to give effect to any transfer thereof
and may prevent any such transfer, unless the Company shall have received
an opinion from its counsel to the effect that any such transfer would not
violate the Act or the applicable laws of any state.
	 
	(C)	 	The Company may cause any share certificate issued to evidence shares as
to which the Option has been exercised to bear such legends and statements
as the Company shall deem advisable to assure compliance with applicable
federal and state laws and regulations.
	 
	(D)	 	Nothing contained in this Agreement or elsewhere shall be construed to
require the Company to take any action whatsoever to eliminate the
restrictions imposed by this Section (6) upon the exercise of the Option
or upon the transfer of shares purchased upon the exercise of the Option.





Section 7. Rights of Optionee.



     The Optionee shall have no rights as a shareholder of the Company with
respect to any Common Shares covered by the Option until the date of the Option
is entitled to issuance of a certificate to him evidencing such shares.



Section 8. Plan as Controlling.



     All terms and conditions of the Plan applicable to non-qualified stock
options which are not set forth in this Agreement shall be deemed incorporated
herein by reference. In the event that any term or condition of this Agreement
is inconsistent with the terms and conditions of the Plan, the Plan shall be
deemed controlling.



Section 9. Governing Law.



     This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio.



Section 10. Rights and Remedies Cumulative.



     All rights and remedies of the Company and of the Optionee enumerated in
this Agreement shall be cumulative and, except as expressly provided otherwise
in this Agreement, none shall exclude any other rights or remedies allowed at
law or in equity, and each of said rights or remedies may be exercised and
enforced concurrently.



Section 11. Captions.



     The captions contained in this Agreement are included only for convenience
of reference and do not define, limit, explain or modify this Agreement or its
interpretation, construction or meaning and are in no way to be construed as a
part of this Agreement.



Section 12. Severability.



     If any provision of this Agreement or the application of any provision
thereof to any person or any circumstance shall be determined to be invalid or
unenforceable, then such determination shall not affect any other provision of
this Agreement or the application of said provision to any other person or
circumstance, all of which other provisions shall remain in full force and in
effect.



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Section 13. Number and Gender.



     When used in this Agreement, the number and gender of each pronoun shall
be construed to be such number and gender as the context, circumstances or its
antecedent may require.



Section 14. Entire Agreement.



     This Agreement, together with the Plan which is incorporated herein by
reference, constitutes the entire Agreement between the Company and the
Optionee in respect of the subject matter of this Agreement, and this Agreement
supersedes all prior and contemporaneous agreements between any party hereto in
connection with the subject matter of this Agreement. No officer, director,
employee or other servant or agent of the Company, and no servant or agent of
the Optionee, is authorized to make any representation, warranty or other
promise not contained in this Agreement. No change, termination or attempted
waiver of any of the provisions of this Agreement shall be binding upon any
party hereto unless contained in a writing signed by the party to be charged.



Section 15. Engaging in Competition with the Company.



     Cancellations and Forfeitures. The Committee shall have full power and
authority to determine whether, to what extent, and under what circumstances,
any Option shall be canceled or suspended. In particular, but without
limitation, all Options of the Optionee shall be canceled if the Optionee,
without the consent of the Committee, while employed by the Company, or a
subsidiary, or after termination of such employment becomes associated with,
employed by, renders services to, or owns any interest in (other than any
nonsubstantial interest, as determined by the Committee), any business that is
in competition with the Company or with any of its affiliated companies as
determined by the Committee.



     In the event an Optionee terminates his or her employment with the Company
for any reason whatsoever, and within eighteen (18) months after the date
thereof becomes associated with, employed by, renders services to, or owns any
interest in (other than any nonsubstantial interest, as determined by the
Committee), any business that is in competition with the Company or with any of
its affiliated companies (as determined by the Committee), in its sole
discretion, may require the Optionee to return to the Company the economic
value of any Option which is exercised (measured at the date of exercise) by
such Optionee at any time during the period beginning on that date which is six
months prior to the date of such Optionee’s termination of employment with the
Company.




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