XML 36 R24.htm IDEA: XBRL DOCUMENT
v3.23.3

Insider Trading Arrangements | 3 Months Ended
--- | ---
Sep. 30, 2023
Insider Trading Arr Line Items |
Material Terms of Trading Arrangement [Text Block] | Item 5. Other Information Trading Arrangements During the quarter ended September 30, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K). Adoption of Key Employee Severance Benefit Plan On November 2, 2023, the Board of Directors of the Company approved the Olympic Steel, Inc. Key Employee Severance Benefit Plan, or the Severance Plan, which became effective as of such date. The general intent behind the Company's adoption of the Severance Plan is to streamline the severance protection offered to key employees and eventually potentially replace the individual agreements that the Company has with certain of its executive officers with participation in the Severance Plan. The Company is currently party to individual employment agreements and management retention agreements with each of Richard T. Marabito (Chief Executive Officer), Richard A. Manson (Chief Financial Officer) and Andrew S. Greiff (President and Chief Operating Officer), which set forth the terms of their severance protection. The benefits under the Severance Plan are substantially the same as the severance benefits currently payable under the individual agreements. Mr. Marabito's employment agreement will expire on January 1, 2024, at which time he will be covered by the Severance Plan. Under the Severance Plan, participants are entitled to certain predetermined payments in the event of certain qualifying terminations of employment, as outlined below. If a participant's employment with the Company is terminated by the Company without "cause" (as defined in the Severance Plan) (other than due to death or disability), and such termination does not occur on or within 12 months after a "change in control" (as defined in the Severance Plan), then the participant is eligible to receive:
| ● | continued base salary for a period of 24 months (in the case of a Tier 1 employee) or 12 months (in the case of a Tier 2 employee) in accordance with normal payroll practices beginning 30 days post-termination;
| ● | a prorated annual bonus for the year of termination, paid at the same time such bonuses are otherwise paid; and
| ● | coverage of full COBRA premiums and continued participation in other employee benefits, in each case for up to 24 months (in the case of a Tier I employee) or 12 months (in the case of a Tier II employee) post-termination.
If a participant's employment with the Company is terminated by the Company without cause (other than due to death or disability) or by the participant for "good reason" (as defined in the Severance Plan), and in each case, such qualifying termination occurs on or within 12 months after a change in control, then the participant is eligible to receive:
| ● | a lump sum cash payment equal to (i) 2.99 (in the case of a Tier I employee) or 1 (in the case of a Tier II employee multiplied by (ii) the average annual base salary, bonus and dollar value of all employee benefits (other than medical, dental, disability and life insurance coverage) earned by the participant for the last three full calendar years, payable on the first business day after the 6 month anniversary of the termination date; and
| ● | coverage of full COBRA premiums and continued participation in disability and life insurance benefits, in each case for up to 24 months (in the case of a Tier I employee) or 12 months (in the case of a Tier II employee) post-termination.
In the event of a participant's death or disability prior to or in connection with his or her separation from service with the Company, the participant (or his or her beneficiary or estate) is eligible to receive:
| ● | continued base salary for a period of 12 months in accordance with normal payroll practices beginning 30 days post-termination;
| ● | any earned but unpaid annual bonus, at the same time such bonus would have been paid to participant had participant remained employed; and
| ● | coverage of full COBRA premiums for up to 12 months port-termination.
If the payments of benefits payable under the Severance Plan would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, then those payments or benefits will be reduced if such reduction would result in a higher net after tax benefit to the participant. Each participant must execute and deliver an effective release of claims and continue to comply with any applicable restrictive covenants in order to receive the payments and benefits provided under the Severance Plan. The Severance Plan may be amended or terminated at any time, provided that any amendment or termination that would be adverse to a participant requires 24 months' advance written notice. The foregoing is not a complete description of the Severance Plan and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.43 to this Quarterly Report on Form 10-Q.
Rule 10b5-1 Arrangement Adopted [Flag] | false
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false
Rule 10b5-1 Arrangement Terminated [Flag] | false
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a + Details
Name: | ecd_InsiderTradingArrLineItems
Namespace Prefix: | ecd_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_MtrlTermsOfTrdArrTextBlock
Namespace Prefix: | ecd_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_NonRule10b51ArrAdoptedFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_NonRule10b51ArrTrmntdFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_Rule10b51ArrAdoptedFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1 + Details
Name: | ecd_Rule10b51ArrTrmntdFlag
Namespace Prefix: | ecd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration