OLYMPIC STEEL INC: Change of directors or key officers, financial statements and supporting documents (form 8-K)


Article 5.02. Departure of directors or certain officers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain

At November 26, 2021, the Company and Mr. Richard A. Manson concluded an employment contract (the “Employment Contract”), in force January 1, 2022. Under the employment contract, Mr. Manson will act as the Company’s Chief Financial Officer for a term ending January 1, 2027. The mandate will be automatically renewed on January 1, 2027 for an additional period of three years, unless the Company or Mr. Manson gives six months’ notice of his wish not to renew the mandate. Under the employment contract, Mr. Manson will receive a base salary of $ 550,000 per year, subject to possible increases as determined by the Board of Directors of the Company (the “Board”) or a duly authorized committee of the Board. During the period of employment, Mr. Manson will be eligible to participate in certain of the Company’s provident and retirement plans. Besides, Mr. Manson will be eligible for an annual performance bonus under the Company’s 2018 Executive Compensation Plan, as amended (the “Bonus Plan”), or any other bonus plan that may replace such plan, on actual payout being determined based on the Company’s performance against specific target levels determined by the Board or an authorized committee thereof. Mr. Manson will be eligible to participate in any long-term incentive plan, which may be created or modified by the Board from time to time. If the Company terminates that of Mr. Manson employment other than for a “good cause” or “disability” (as each term is defined in the employment contract) during the duration of the employment contract and the termination does not give right Mr. Manson payments under its management retention agreement with the Company, subject to performance by Mr. Manson a usual discharge of claims against the Company, Mr. Manson will receive the continuing base salary and benefits under the employment contract for the period ending on the earliest of the following dates: (i) January 1, 2027 (Where January 1, 2030 if the employment contract is renewed) or (ii) on the second anniversary of the termination of his employment and at the discretion of the compensation committee of the board, a pro-rated portion of the performance bonus that would have been earned for the year of Termination. Yes that of Mr. Manson employment ends during the term of the employment contract due to death or disability, and he or his beneficiaries are not entitled to any payment under his management retention contract with the company, Mr. Manson or his estate or beneficiaries will continue to receive his base salary for twelve months and his spouse and minor children will be entitled to twelve months of continuous health insurance at the expense of the Company. The employment contract includes non-competition and non-solicitation clauses that will be in effect for Mr. Manson is employed by the Company and for the period of two years following the termination of his employment. Compensation under the employment contract is subject to potential clawback in certain circumstances, as further described in the employment contract.

The above is only a brief description of the important terms of the employment contract, does not claim to be a complete description of the employment contract and is qualified in its entirety by reference to the employment contract, which is filed as an exhibit 10.42 of this current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Number           Description of Exhibit

10.42              Employment Agreement, effective as of January 1, 2022, by and
                 between the Company and Richard A. Manson.
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)

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