INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This Indemnification Agreement (this “Agreement”) is made as of this day of , 20 , by and between Worthington Steel, Inc., an Ohio corporation (the “Company”), and , an individual (“Indemnitee”).
REVOLVING CREDIT AND SECURITY AGREEMENT by and among WORTHINGTON STEEL, INC. as a Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO THE LENDERS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as a Lender and Agent PNC CAPITAL...Security Agreement • December 5th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills
This Revolving Credit and Security Agreement (this “Agreement”), dated as of November 30, 2023, is entered into among WORTHINGTON STEEL, INC., an Ohio corporation (“Worthington Steel”), and each other Person joined hereto as a borrower from time to time (together with Worthington Steel, collectively, “Borrowers”, and each a “Borrower”), Guarantors (as defined herein) now or which hereafter become a party hereto, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, “Agent”).
TRADEMARK LICENSE AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF [⚫], 2023Trademark License Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”) and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF [ ⚫ ]Separation and Distribution Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of [ ⚫ ] (this “Agreement”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and wholly owned subsidiary of New Worthington (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF [ ⚫ ]Tax Matters Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and a wholly owned subsidiary of New Worthington (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I of this Agreement.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF [⚫], 2023Employee Matters Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [_______], is entered into by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and wholly owned subsidiary of New Worthington (“Worthington Steel”). “Party” or “Parties” means New Worthington or Worthington Steel, individually or collectively, as the case may be. Capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1.
STEEL SUPPLY AND SERVICES AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF [ ⚫ ], 2023Steel Supply and Services Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This STEEL SUPPLY AND SERVICES AGREEMENT (this “Agreement”) is made as of [ ⚫ ], 2023 (the “Effective Date”) by and between Worthington Industries, Inc. (“Purchaser”), an Ohio corporation having its principal place of business at 200 West Old Wilson Bridge Road, Columbus, OH 43085, and Worthington Steel, Inc. (“Supplier”), an Ohio corporation having its principal place of business at 100 West Old Wilson Bridge Road, Columbus, OH 43085. Purchaser and Supplier may each be referred to, singularly, as a “Party” and, collectively, as the “Parties.” The Parties agree as follows:
WBS LICENSE AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF [⚫], 2023WBS License Agreement • October 26th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This WBS LICENSE AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”) and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF [ ⚫ ], 2023Transition Services Agreement • October 26th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.
WORTHINGTON STEEL, INC.Restricted Stock Award Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
Effective as of _____________ (the “Grant Date”), Worthington Steel, Inc. hereby grants to ________________ (the “Participant”) an award consisting of _________________ restricted common shares of the Company (“Restricted Stock”). The Restricted Stock is subject to the terms and conditions described in the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors (the “Plan”) and this Restricted Stock Award Agreement (this “Agreement”). The “Company” shall mean Worthington Steel, Inc. individually, or together with its subsidiaries, as the context requires.
WORTHINGTON STEEL, INC.Performance Share Award Agreement • March 26th, 2024 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This Performance Share Award Agreement (this “Agreement”) is made effective as of _________ (the “Grant Date”) by and between Worthington Steel, Inc. (“Worthington”) and ___________ (the “Participant”).
WORTHINGTON STEEL, INC.Restricted Stock Award Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
Effective as of the date specified in the attached Notice of Grant of Restricted Stock (the “Grant Date”), Worthington Steel, Inc. hereby grants to the individual identified in the Notice of Grant of Restricted Stock (the “Participant”) an award consisting of the number of restricted common shares of the Company (“Restricted Stock”) set forth in the Notice of Grant of Restricted Stock. The Restricted Stock is subject to the terms and conditions described in the Worthington Steel, Inc. 2023 Long-Term Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Agreement”). The “Company” shall mean Worthington Steel, Inc. individually, or together with its subsidiaries, as the context requires.
WORTHINGTON STEEL, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
Worthington Steel, Inc. (the “Company”) hereby grants the undersigned Participant a Non-Qualified Stock Option Award (the “Options”), subject to the terms and conditions described in the Worthington Steel, Inc. 2023 Long-Term Incentive Plan (the “Plan”) and this Non-Qualified Stock Option Award Agreement (this “Award Agreement”).
WORTHINGTON STEEL, INC.Restricted Stock Award Agreement • November 13th, 2023 • Worthington Steel, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is made effective as of ________________, 20__ (the “Grant Date”) by and between Worthington Industries, Inc. (the “Company”) and _________________ (the “Participant”).
