The Target Maximum Manufacturing Price shall be adjusted based upon actual changes to CARBO’S average costs accross all of CARBO’s facilites in New Iberia Lousiana (“New Iberia Average Costs”). CARBO shall provide PICONX sixty (60) days written notice prior to a change in the Target Maximum Price. Upon receipt of such notice, PICONX may request that the Parties meet and confirm regarding the change to the New Iberia Average Costs supporting the noticed change to the Target Maximum Manufacturing Price, and upon such request the Parties shall engage in good faith negotiations, based upon objective data, to reach an agreement to adjust the Target Maximum Manufacting Price, which agreement shall not be unreasonably withheld or delayed.

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 (as amended, the “1997 LTIP”) for the three-fiscal-year performance period from June 1, 2019 to May 31, 2022. 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. In all calculations, restructuring charges and non-recurring items are excluded, and Corporate 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.

establish a Threshold Award, Target Award and Maximum Award for each Participant; and

Individual Target, Minimum and Maximum Bonuses. The Board shall establish a target bonus opportunity for each Participant for each performance period. For each Participant, the Board shall have the authority to apportion the target award so that a portion of the target award shall be tied to attainment of Corporate Performance Goals and a portion of the target award shall be tied to attainment of individual performance objectives. The Board may also establish award payouts below or above a Participant’s target bonus opportunity for attainment of Corporate Performance Goals at Minimum or Maximum amounts defined in [Section 4(c)] above.

Each Participant will have a target incentive bonus for each fiscal year during the term of this Plan stated as a percentage of his or her annual base salary (the “Target Bonus Percentage”). Bonus payments under this Plan, if any, shall be paid based on performance measurements determined at the end of each year. Bonuses are based on Company and individual performances for the entire year.

Performance Period, Participant will receive more Performance RSUs than the Target Performance Award, determined on an accelerated basis in accordance with the chart below. The maximum number of Performance RSUs that may be issued to Participant under the LTIP for the Performance Period is 175% of the Target Performance Award even if revenue growth over the Performance Period exceeds 12%. Award percentages at growth rates between those in the table will be mathematically interpolated.

Performance Criteria. Target TIPS minimum and maximum financial goals will be set annually by the Compensation Committee of the Board of Directors. The minimum financial goal would have performance of zero and in the event the Company’s Actual TIPS Performance is below the minimum financial goal for such Plan Year set by the Compensation Committee no bonus amount would be paid to Participants for such Plan Year. The maximum financial goal would have performance of two and any Actual TIPS Performance between the minimum and maximum financial goal would be adjusted on a pro rata basis.

Agreements Between Executive and the Company. [Agreements to be scheduled at time].

Agreements Between Executive and the Company. [Agreements to be scheduled at time].

Agreements Between Executive and the Company. [Agreements to be scheduled at time].