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<SEC-DOCUMENT>0001157523-07-006436.txt : 20070627
<SEC-HEADER>0001157523-07-006436.hdr.sgml : 20070627
<ACCEPTANCE-DATETIME>20070627162716
ACCESSION NUMBER:		0001157523-07-006436
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070621
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070627
DATE AS OF CHANGE:		20070627

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WORTHINGTON INDUSTRIES INC
		CENTRAL INDEX KEY:			0000108516
		STANDARD INDUSTRIAL CLASSIFICATION:	STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310]
		IRS NUMBER:				311189815
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08399
		FILM NUMBER:		07944058

	BUSINESS ADDRESS:	
		STREET 1:		200 OLD WILSON BRIDGE ROAD
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43085
		BUSINESS PHONE:		6144383210

	MAIL ADDRESS:	
		STREET 1:		200 OLD WILSON BRIDGE ROAD
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43085

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WORTHINGTON STEEL CO
		DATE OF NAME CHANGE:	19720123
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5436329.txt
<DESCRIPTION>WORTHINGTON INDUSTRIES, INC. 8-K
<TEXT>

- --------------------------------------------------------------------------------

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

- --------------------------------------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):       June 21, 2007
                                                  ------------------------------


                          WORTHINGTON INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Ohio                            1-8399                   31-1189815
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
    of incorporation)                                        Identification No.)


    200 Old Wilson Bridge Road, Columbus, Ohio                     43085
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:     (614) 438-3210
                                                   -----------------------------

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors;
              Appointment  of  Certain Officers;  Compensatory  Arrangements  of
              Certain Officers

Awards to Named Executive Officers.
- -----------------------------------

On June 21, 2007, the Compensation  Committee (the "Compensation  Committee") of
the Board of  Directors  (the  "Board") of  Worthington  Industries,  Inc.  (the
"Registrant")  made the following cash performance  awards and performance share
awards to the named executive  officers under the Worthington  Industries,  Inc.
1997 Long-Term  Incentive  Plan (the "1997  Long-Term  Incentive  Plan") for the
three-year performance period ending May 31, 2010.

     Cash Performance Awards for the Three-Year Period Ending May 31, 2010:
     ----------------------------------------------------------------------


Name                    Threshold ($)   Target ($)   Maximum ($)
- ----                    -------------   ----------   -----------
John P. McConnell         475,000         950,000     1,425,000
John S. Christie          250,000         500,000       750,000
George P. Stoe            300,000         600,000       900,000
Harry A. Goussetis        125,000         250,000       375,000


     Performance Share Awards for the Three-Year Period Ending May 31, 2010:
     -----------------------------------------------------------------------

                                No. of Common Shares
                        ----------------------------------------
Name                      Threshold       Target      Maximum
- ----                    -------------   ----------   -----------
John P. McConnell          15,000          30,000        45,000
John S. Christie            6,250          12,500        18,750
George P. Stoe              6,750          13,500        20,250
Harry A. Goussetis          3,250           6,500         9,750

Pay-outs of performance awards are generally tied to achieving  specified levels
(threshold, target and maximum) of cumulative corporate economic value added and
earnings  per share growth for the  performance  period,  with each  performance
measure  carrying a 50% weighting.  For Mr.  Goussetis,  as a pressure  cylinder
business unit executive,  cumulative corporate economic value-added and earnings
per share measures  together carry a 50% weighting,  and business unit operating
income  targets  are  weighted  50%.  If the  performance  level  falls  between
threshold  and target or  between  target and  maximum,  the award is  prorated.
Performance  award pay-outs  would  generally be made no later than three months
following the end of the applicable  performance period. Cash performance awards
may be paid in cash,  common shares of the Registrant,  other  property,  or any
combination thereof, at the sole discretion of the Compensation Committee at the
time of payment.  Performance  share awards will be paid in common shares of the
Registrant.  Unless the Board specifically provides otherwise, in the event of a
change in control of the Registrant,  all performance awards would be considered
to  be  earned  at  maximum,   payable  in  full,  and  immediately  settled  or
distributed.

For  further  information  about  the 1997  Long-Term  Incentive  Plan,  and the
performance  awards which may be made to executive  officers of the  Registrant,
please refer to the 1997  Long-Term  Incentive  Plan (which was filed as Exhibit

                                       2
<PAGE>

10(e) to the  Annual  Report on Form 10-K of  Worthington  Industries,  Inc.,  a
Delaware  corporation,  for the  fiscal  year  ended May 31,  1997 (SEC File No.
0-4016)), and the form of letter evidencing performance awards granted under the
1997 Long-Term  Incentive  Plan,  which is filed as Exhibit 10.1 to this Current
Report on Form 8-K dated June 27, 2007 and is incorporated herein by reference.

     Stock Option Grants to Named Executive Officers.
     ------------------------------------------------

On June 21, 2007, the Compensation Committee approved the following stock option
grants to be made to the named executive  officers effective as of July 2, 2007,
with the exercise price of each stock option to be equal to the closing price of
the common shares of the  Registrant as of July 2, 2007.  All such stock options
would  expire July 1, 2117,  subject to the terms  thereof in respect of earlier
termination or forfeiture.

                             No. of Common Shares
Name                    Underlying Stock Options Granted
- ----                    --------------------------------
John P. McConnell               100,000
John S. Christie                 45,000
George P. Stoe                   45,000
Harry A. Goussetis               22,500

Cash Performance Award Pay-outs for Three-Year Performance Period Ending May 31,
- --------------------------------------------------------------------------------
2007:
- -----

On June 21,  2007,  the  Compensation  Committee  approved  the  pay-out of cash
performance  awards which had been granted  under the 1997  Long-Term  Incentive
Plan as a  result  of the  achievement  of  performance  levels  which  had been
specified  for the  three-year  period  from June 1, 2004 to May 31,  2007.  The
performance  levels achieved  related to the Registrant's  cumulative  corporate
economic  value  added  over the  three-year  performance  period  and for those
involved with the pressure  cylinder  business unit,  operating  income for such
business  unit.  The cash payments to be made to the named  individuals  for the
three-year  performance  period  from June 1, 2004 to May 31, 2007 are set forth
below,  with such amounts payable as soon as practicable  after the Compensation
Committee's approval.

                                        Pay-out in respect of
                                        Cash Performance Award
                                        ----------------------
         John P. McConnell                   $750,000
         John S. Christie                    $300,000
         George P. Stoe                      $260,416
         Harry A. Goussetis                  $145,833
         Edmund L. Ponko, Jr.                $ 93,750

                                       3
<PAGE>

Separation Agreement:
- ---------------------

As  previously  reported in a Current  Report on Form 8-K filed on June 5, 2007,
Edmund L. Ponko, Jr. resigned as President of Dietrich  Industries,  Inc., a/k/a
Dietrich Metal Framing ("Dietrich") and George P. Stoe,  Registrant's  Executive
Vice  President and Chief  Operating  Officer,  was named  interim  President of
Dietrich.  In connection  with Mr. Ponko's  resignation,  Dietrich and Mr. Ponko
entered  into a Separation  Agreement,  which  became  effective  June 26, 2007,
pursuant to which:  (i) Mr.  Ponko will  receive  salary  continuation  payments
totaling $668,800  (approximately equal to the amount of Mr. Ponko's annual base
salary  and  bonus  for  the  twelve-month  period  prior  to  the  date  of his
resignation);  and (ii) Mr.  Ponko  agreed not to compete  with  Dietrich  for a
period of 12 months following the date of his resignation.


Item 9.01.    Financial Statements and Exhibits.

(a)-(c) Not applicable.

(d)     Exhibits:


Exhibit No.     Description
- -----------     -----------
10.1            Form of Letter Evidencing Performance Awards Granted under the
                Worthington Industries,  Inc. 1997 Long-Term Incentive Plan.


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        WORTHINGTON INDUSTRIES, INC.


Date: June 27, 2007
                                        By: /s/Dale T. Brinkman
                                            ------------------------------------
                                            Dale T. Brinkman, Vice President-
                                            Administration, General Counsel
                                            & Secretary

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5436329ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
EXHIBIT 10.1


[date]

[Participant Name]
[Address]
[City, State  Zip]


Re:     1997 Long-Term Incentive Plan Performance Award -
        Targets for 3-Year Period Ending May 2010


Dear Participant:

The Compensation Committee of the Board of Directors of Worthington  Industries,
Inc. (the "Company") has granted to you a Performance  Award under the Company's
1997 Long-Term  Incentive Plan (the "Plan") on the terms  described  below.  The
Performance  Award is designed to provide  incentive  payouts to certain  senior
managers based on the attainment of stated financial  performance targets over a
three-year period.


In an  effort  to  focus on both the  quantity  and  quality  of  earnings,  the
Performance  Award  incorporates both an earnings per share ("EPS") and economic
value added ("EVA") component.  EPS targets are for corporate EPS for the fiscal
year  ending  2010.  EVA  targets  are for  cumulative  corporate  EVA  over the
three-year  period  ending May 31, 2010.  For  corporate  officers,  half of the
possible  Performance  Award is  allocated to the EPS target and half to the EVA
target.  For business unit  executives,  the  Performance  Award is structured a
little differently;  half of the possible  Performance Award is allocated to the
same  corporate  EPS and EVA  targets  as the  corporate  officers  and  half is
allocated to business unit operating income targets.

Your target Performance Awards for the three-year  performance period ending May
31, 2010 are: (a) a Cash Award of $______ and (b) a  Performance  Share Award of
__________ common shares of Worthington Industries,  Inc. ("Company Stock"). The
specific  performance  targets, and the related Cash Award and Performance Share
Award, are set forth below:


                                                          Performance
EPS Targets             2010 Corporate EPS   Cash Award   Share Award
- -----------             ------------------   ----------   -----------

        Threshold          $________         $________    _____ shares
        Target             $________         $________    _____ shares
        Maximum            $________         $________    _____ shares


                        Cum 3 Year Corporate
EVA Targets               EVA Ending 2010
- -----------             --------------------

        Threshold          $____ million     $________    _____ shares
        Target             $____ million     $________    _____ shares
        Maximum            $____ million     $________    _____ shares


<PAGE>
Performance  falling between threshold and maximum will be pro rated on a linear
basis.

No  payments  will be made if  performance  falls below  threshold.  Each of the
performance measures is free standing so that you will be able to earn a pay-out
based upon the  achievement  of one measure,  even if the threshold  performance
level is not achieved in the other measure.

Calculation of the Company  results and attainment of performance  measures will
be made solely by the  Compensation  Committee based upon the Company's  audited
consolidated  financial statements.  The Compensation Committee has 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 and purchases or sales of substantial  assets;
provided  that,  if  Section  162(m)  of the  Internal  Revenue  Code  would  be
applicable to the pay-out of the Performance  Awards hereunder,  any such change
or adjustment must be permissible under Section 162(m).

The determination of the attainment of performance  objectives and the amount of
the Performance  Awards payable will generally be finalized  within a reasonable
time after the applicable  consolidated  financial statements of the Company has
been  completed.  Payments  will then be made  within a  reasonable  time  after
finalization by the Committee, unless there is a need for a delay.

Unless the Committee  elects a different  form of pay-out,  payments of the Cash
Award will be made in cash.  Payment of the Performance Share Award will be made
in Company Stock. The Committee may adopt provisions  permitting the deferral of
a portion or all of the pay-out 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 Performance Awards. Termination
of employment  for reasons of death,  disability or retirement  will result in a
pro  rata  pay-out  for  performance  periods  ending  within  24  months  after
termination based on the number of months of employment  completed by you during
the performance period before the effective date of termination. No pay-out will
be made for  performance  periods ending more than 24 months after  termination.
Termination of employment for any other reason, voluntary or involuntary,  prior
to the Committee's determination of the attainment of performance objectives and
finalization  of the  Performance  Award amount will result in the forfeiture of
all Performance Awards from the Plan.

The  provisions of the Plan are  incorporated  herein by reference and a copy is
available at your request.

If you have any questions about your Performance  Awards,  please direct them to
me.


Very truly yours,


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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