11.

Equity Plans

Restricted Stock Units and Performance Share Units

Pursuant to the Amended and Restated Olympic Steel

2007

Omnibus Incentive Plan (the Incentive 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. Since adoption of the Incentive Plan,

1,000,000

shares of common stock have been authorized for equity grants.

On an annual basis the compensation committee of the Company’s Board of Directors awards restricted stock units (RSUs), to each non-employee director as part of their annual compensation. The annual awards for

2018

and

2017

were

$80,000

and

$70,000,

respectively. 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.

July 1, 2016,

the Company created a new Senior Management Stock Incentive Program (the Plan) for certain participants. Under the Plan, each participant is 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 Plan on

July 1, 2016

and the tubular and pipe products segment adopted the Plan on

January 1, 2017.

Stock-based compensation expense recognized on RSUs for the

three

years ended

December 31, 2018,

2017

and

2016,

respectively, is summarized in the following table:

	For the years ended December 31,
(in thousands)	2018		2017		2016
RSU expense before taxes of New Plan	$	643	$	560	$	42
RSU (income) expense before taxes of Old Plan		-		-		(73	)
RSU (income) expense after taxes		471		636		81

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, 2018:

	Number of Shares			Weighted Average Estimated Fair Value
Outstanding at December 31, 2017		469,069		$	20.11
Granted		84,283			22.33
Converted into shares		(19,097	)		16.09
Forfeited		(6,709	)		16.98
Outstanding at December 31, 2018		527,546		$	20.65
Vested at December 31, 2018		436,069		$	20.42

Of the RSUs granted in

2018,

2017

and

2016,

38,052,

26,837

and

51,075,

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