10.

Equity Plans

Restricted Stock Units and Performance Share Units

Pursuant to the Amended and Restated Olympic Steel

2007

Omnibus Incentive Plan (the Plan), the Company

may

grant stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, and other stock- and cash-based awards to employees and Directors of, and consultants to, the Company and its affiliates. Under the Plan,

1,000,000

shares of common stock are available for equity grants.

March 13, 2017,

May 1, 2016

and

March 1, 2015,

the Compensation Committee of the Company

’s Board of Directors approved the grant of

3,501,

3,094

and

4,639

restricted stock units (RSUs), respectively, to each non-employee Director. Subject to the terms of the Plan and the RSU agreement, the RSUs vest after

one

year of service (from the date of grant). The RSUs are

not

converted into shares of common stock until the director either resigns or is terminated from the Board of Directors. The fair value of each RSU was estimated to be the closing price of the Company’s common stock on the date of the grant, which was

$19.99,

$22.62

and

$15.09

March 13, 2017,

May 1, 2016

and

March 1, 2015,

respectively.

July 1, 2016,

the Company created a new Senior Management Stock Incentive Program (the New Plan) for certain participants. Under the New Plan, each participant, subject to the terms and conditions of the plan and the attainment of minimum performance requirements, can be awarded RSUs with a dollar value equal to

10%

of the participant

’s base salary, up to an annual maximum of

$17,500.

The RSUs have a

five

-year vesting period and the RSUs will convert into the right to receive shares of common stock upon a participant’s retirement, or earlier upon the participant’s death or disability or upon a change in control of the Company. The carbon and specialty metals flat products segments adopted the New Plan on

July 1, 2016

and the tubular and pipe products segment adopted the New Plan on

January 1, 2017.

Prior to

July 1, 2016,

he Company’s Senior Management Compensation Program included an equity component in order to encourage more ownership of common stock by the senior management (the Old Plan). The Old Plan imposed stock ownership requirements upon the participants. Each participant was required to own at least

750

shares of common stock for each year that the participant participated in the Old Plan. Any participant that failed to meet the stock ownership requirements would be ineligible to receive any equity awards under the Company’s equity compensation plans, including the Plan, until the participant satisfied the ownership requirements. To assist participants in meeting the stock ownership requirements, on an annual basis, if a participant purchased

500

shares of common stock on the open market, the Company awarded that participant

250

shares of common stock. During

2016

and

2015,

the Company matched

2,500

and

9,000

shares, respectively. Additionally, any participant who continued to comply with the stock ownership requirements as of the

five

-year,

-year and

-year anniversaries of the participant’s participation in the Senior Management Compensation Program would receive a restricted stock unit award with a dollar value of

$25

thousand,

$50

thousand,

$75

thousand,

$100

thousand and

$100

thousand, respectively. Restricted stock unit awards would convert into the right to receive shares of common stock upon a participant’s retirement, or earlier upon the participant’s death or disability or upon a change in control of the Company. The carbon and specialty metals flat products segments terminated this plan on

July 1, 2016

and the tubular and pipe products segment terminated the plan on

January 1, 2017.

As part of the termination of the Old Plan and the transition to the New Plan, participants were paid the RSU grants that were earned to date, or a pro-rata amount of the RSUs earned, depending on the participants

’ length of time they participated in the plan. After the payment of the RSUs noted above, the remaining liability of approximately

$1.0

million was reversed during

2016

in accordance with ASC

No.

718.

2016,

the Company adopted a formal RSU award program for employees who are promoted to an executive level position. During the

third

quarter of

2016,

Andrew Greiff received

10,573

RSUs upon his promotion to Executive Vice President and Chief Operating Officer. These RSUs vest on the

fifth

anniversary of his promotion.

Stock-based compensation

income or expense recognized on RSUs is summarized in the following table:

	For the years ended December 31 ,
(in thousands )	201 7		201 6			201 5
RSU expense before taxes of New Pla n	$	560	$	42		$	-
RSU (income) expense before taxes of Old Pla n		-		(73	)		1,047
RSU (income) expense after taxe s		636		81			631

All pre-tax charges related to RSUs were included in the caption “Administrative and

general” on the accompanying Consolidated Statements of Comprehensive Income.

The following table summarizes the activity related to RSUs for the

twelve

months ended

December 31,

201

	Number of Share s			Weighted Average Estimated Fair Valu e
Outstanding at December 31, 201 6		421,486		$	19.93
Grante d		73,021			20.01
Converted into share s		(25,439	)		16.71
Forfeite d		-			-
Outstanding at December 31, 201 7		469,068		$	20.11
Vested at December 31, 201 7		403,428		$	19.89

Of the RSU

s granted in

2017,

2016

and

2015,

26,837,

51,075

and

47,639,

respectively, were used to fund supplemental executive retirement plan contributions (SERP). There was

intrinsic value for the RSUs that were converted into shares in

2017,

2016

and

2015.