Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company without Cause, all Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Options.

Retirement; Involuntary Termination Without Cause. Upon the Grantee’s Retirement or Involuntary Termination Without Cause following the end of the Measurement Period and prior to the fourth year anniversary of the Grant Date, then in lieu of vesting under Section 3(b)(1) above, the Grantee shall vest in the Performance RSUs tentatively earned under Section 3(a) at the rate of one forty-eighth (1/48th) of such Performance RSUs for each full month of employment with the Company (or a Subsidiary or Affiliate of the Company) completed by the Grantee following the Grant Date and prior to Retirement or Involuntary Termination Without Cause, less the number, if any, of Performance RSUs that previously vested under Section 3(b)(1) above.

Retirement; Involuntary Termination Without Cause. If the Grantee incurs a Separation from Service during the Second Year due to Retirement or Involuntary Termination Without Cause, the Grantee shall vest, on the date of Separation from Service, in any Performance RSUs tentatively earned under Sections 3(a)(1), 3(a)(2), and 3(a)(3) at the rate of one forty-eighth (1/48th) of such Performance RSUs for each full month of employment with the Company (or a Subsidiary or Affiliate of the Company) completed by the Grantee following the Grant Date and prior to Retirement or Involuntary Termination Without Cause; provided, however, that the sum of the Second Year At Risk RSUs and Third Year At Risk RSUs shall be used in place of the Second Year At Risk RSUs.

Retirement; Involuntary Termination Without Cause. If the Grantee incurs a Separation from Service during the Third Year due to Retirement or Involuntary Termination Without Cause, the Grantee shall vest, on the date of Separation from Service, in any Performance RSUs tentatively earned under Section 3(a) at the rate of one forty-eighth (1/48th) of such Performance RSUs for each full month of employment with the Company (or a Subsidiary or Affiliate of the Company) completed by the Grantee following the Grant Date and prior to Retirement or Involuntary Termination Without Cause.

Retirement; Involuntary Termination Without Cause. Upon the Grantee’s Retirement or Involuntary Termination without Cause no earlier than one (1) year following the Grant Date, subject to the Grantee’s continued compliance with the Grantee’s obligations under Sections 5(c) and 5(d), the Earned RSUs (if any) shall vest on the Vesting Date as if the Grantee had remained actively employed.

Retirement; Involuntary Termination Without Cause. Upon the Grantee’s Retirement or Involuntary Termination without Cause no earlier than one (1) year following the Grant Date, subject to the Grantee’s continued compliance with the Grantee’s obligations under Sections 5(c) and 5(d), the Earned RSUs (if any) shall vest on the Vesting Date as if the Grantee had remained actively employed.

Termination Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

Termination Without Cause. If the Company terminates Executive’s employment without Cause, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”), and allowing the Release to become effective in accordance with its terms, Executive shall be entitled to: # severance in the form of continuation of his salary (at the Base Salary rate in effect at the time of termination) for the remaining term, which amount shall be paid according to the Company’s normal payroll policies; provided, however, such remaining severance payments payable to Executive as a result of his termination of employement shall be reduced by any compensation paid to Executive by a third party employer, provided such third party employer is not, directly or indirectly, in competition with the business of the Company. In the event that Executive finds alternative full- or part-time employment with an entity that is, directly or indirectly, in competition with the business of the Company, any remaining severance payments shall terminate and be of no further force and effect; # payment of Executive’s premiums to cover COBRA for the remaining term; and # a prorated annual bonus equal to the target Annual Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be the number of remaining months through the term. These payments under [(1), (2) and (3) above] will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination Without Cause. The Company may terminate the Employee’s employment hereunder at any time without Cause. Any termination by the Company of the Employee’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death of the Employee under Section 3(a) or the disability of the Employee under Section 3(b) shall be deemed a termination without Cause.

Termination Without Cause. If the applicable Worthington Company terminates the Participant’s employment without “Cause” after the Performance Condition has been met, but before the Time Based Vesting Condition has been met, the Restricted Stock will fully vest as of the date of such termination of employment. “Cause” shall mean the Participant’s # willful and continued failure to substantially perform assigned duties; # gross misconduct; # material breach of any term of any material agreement with the Company or any subsidiary, including this Agreement; # conviction of (or plea of no contest or nolo contendere to) # a felony or # a crime other than a felony, which involves a breach of trust or fiduciary duty owned to the Company or any subsidiary; or # material violation of the Company’s code of conduct or any other policy of the Company or any subsidiary that applies to the Participant.