OLYMPIC STEEL, INC. (NASDAQ:ZEUS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On November 23, 2016, Olympic Steel, Inc. (the Company) and Mr.
Richard T. Marabito entered into an employment agreement (the
Employment Agreement) that, effective January 1, 2017, superseded
and replaced the original employment agreement between the
Company and Mr. Marabito, entered into as of November 23, 2011.
Under the Employment Agreement, Mr. Marabito will continue to
serve as Chief Financial Officer of the Company for a term ending
January 1, 2021. The term will be automatically renewed on
January 1, 2021 for an additional three years unless either the
Company or Mr. Marabito provides six months advance notice of a
desire to not renew the term. Under the Employment Agreement, Mr.
Marabito will receive a base salary of $500,000 per year,
beginning on January 1, 2017. Effective January 1, 2018, Mr.
Marabito will receive a base salary of $550,000 per year, subject
to possible increases due to promotion or as otherwise determined
by the Companys Board of Directors (the Board) or an authorized
committee of the Board. During the period of employment, Mr.
Marabito will be eligible to participate in certain welfare,
perquisite and retirement plans and programs of the Company. In
addition, Mr. Marabito will be eligible for an annual performance
bonus under the Companys Senior Management Cash Incentive Plan in
place as of 2016, as amended, or such other bonus plan that may
replace such plan, with the actual payout determined based on the
Companys performance against specific target levels as determined
by the Board or an authorized committee of the Board. Mr.
Marabito will be eligible to participate in any long-term
incentive plan, which may be created or amended by the Board from
time to time. If the Company terminates Mr. Marabitos employment
other than due to good cause or disability (as each term is
defined in the Employment Agreement) during the term of the
Employment Agreement and the termination does not otherwise
entitle Mr. Marabito to payments under his Management Retention
Agreement with the Company, subject to execution by Mr. Marabito
of a customary release of claims against the Company, Mr.
Marabito will generally continue to receive his compensation
(base salary and, at the discretion of the Compensation Committee
of the Board, a pro-rata portion of the performance bonus that
would have been earned for the year of termination) and continued
benefits under the Employment Agreement during the period ending
on the earlier of (i) January 1, 2021 (or January 1, 2024 if the
Employment Agreement is renewed) or (ii) the second anniversary
of the termination of his employment. If Mr. Marabitos employment
terminates during the term of the Employment Agreement due to
death or disability, and he or his beneficiaries are not entitled
to any payments under his Management Retention Agreement with the
Company, Mr. Marabito or his beneficiaries will continue to
receive his base salary for twelve months and his spouse and
minor children will be entitled to twelve months of continued
health insurance. The Employment Agreement includes
non-competition and non-solicitation covenants that will be in
effect while Mr. Marabito is employed by the Company and for the
two-year period following the termination of his employment.
Compensation under the Employment Agreement is subject to
potential clawback in certain circumstances as further described
in the Employment Agreement.
The foregoing is only a brief description of the material terms
of the Employment Agreement, does not purport to be a complete
description of the Employment Agreement, and is qualified in
its entirety by reference to the Employment Agreement, which is
filed as Exhibit 10.13 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
|
Exhibit |
|
|
Number |
Description of Exhibit |
|
|
|
| 10.13 |
Employment Agreement, effective as of November 23, 2016, |
About OLYMPIC STEEL, INC. (NASDAQ:ZEUS)
Olympic Steel, Inc. is a metals service center. The Company provides metals processing and distribution services for a range of customers. The Company operates through three segments: carbon flat products, specialty metals flat products, and tubular and pipe products. The Company’s carbon flat products segment’s focus is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products and fabricated parts. The Company’s specialty metals flat products segment’s focus is on the direct sale and distribution of processed aluminum and stainless flat-rolled sheet and coil products, flat bar products and fabricated parts. The Company’s tubular and pipe products segment consists of the Chicago Tube and Iron Company (CTI) business. Through its tubular and pipe products segment, it distributes metals tubing, pipe, bar, valve and fittings, and fabricate pressure parts supplied to various industrial markets. OLYMPIC STEEL, INC. (NASDAQ:ZEUS) Recent Trading Information
OLYMPIC STEEL, INC. (NASDAQ:ZEUS) closed its last trading session up +0.59 at 26.85 with 310,644 shares trading hands.