EX-10.23



 






Exhibit 10.23




OLYMPIC STEEL, INC.




OLYMPIC STEEL, INC. 2007 OMNIBUS INCENTIVE PLAN




PERFORMANCE-EARNED RESTRICTED STOCK UNIT (PERS UNIT) AGREEMENT




     THIS PERFORMANCE-EARNED RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is entered into as
of this 1st day of May, 2007 (the “Effective Date”), by and between Olympic Steel, Inc., an Ohio
corporation (the “Company”), and ___(the “Grantee”).



WITNESSETH:




     WHEREAS, the Compensation Committee of the Board of Directors (the “Compensation Committee”)
administers the Olympic Steel, Inc. 2007 Omnibus Incentive Plan (the “Plan”); and



     WHEREAS, the Committee desires to provide the Grantee with Performance-Earned Restricted Stock
Units under the Plan upon the terms and conditions set forth in this Agreement;



     NOW, THEREFORE, the Company and the Grantee agree as follows:



     1. Definitions. Unless the context otherwise indicates, the following words used
herein shall have the following meanings wherever used in this Agreement;




     (a) The words “Good Cause” mean a reasonable determination by the Board made in good
faith (without the participation of the Grantee), pursuant to the exercise of its business
judgment, that any one of the following events has occurred:




	 	(i)	 	Grantee is found by the Board to have engaged
in (1) willful misconduct, (2) willful or gross neglect, (3) fraud, (4)
misappropriation, or (5) embezzlement in the performance of his duties
as an employee of the Company;
	 
	 	(ii)	 	Grantee has materially breached any restrictive
covenant between him and the Company including, but not limited to, any
restrictive covenants regarding non-competition, non-solicitation or
confidentiality or any material provision of any employment agreement
with the Company and fails to cure such breach within ten (10) days
following written notice from the Company specifying such breach which
notice from the Company shall be provided within thirty (30) days after
said breach;
	 
	 	(iii)	 	Grantee is found by the Board to have failed
to provide reasonable cooperation with any federal government or other
governmental regulatory investigation, the reasonableness of such
cooperation to be determined by reference to statutory and regulatory
authorities, Federal Sentencing Guidelines, and relevant case law
interpretations;




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	 	(iv)	 	Grantee signs or certifies statements required
to be made pursuant to Sarbanes-Oxley Sections 302 and 906, or other
similar rules or regulations then in effect, which turn out to be false
or inaccurate in any material respect; provided, however, that the
Board has made a reasonable determination in good faith that the
Grantee knew or should have known that such statements were false or
inaccurate in any material respect;
	 
	 	(v)	 	Grantee has been indicted by a state or federal grand jury with
respect to a felony, a crime of moral turpitude or any crime involving
the Company (other than pursuant to actions taken at the direction or
with the approval of the Board) and a special committee of the Board,
chaired by an Outside Director appointed by the Chair of the Audit
Committee, considers the matter, makes a recommendation to the Board to
terminate Grantee’s employment for Cause, and the Board concurs in that
recommendation; or
	 
	 	(vi)	 	Grantee is found by the Board to have engaged
in a material violation of the Code of Conduct of the Company as then
in effect.






     (b) The words “Performance Period” mean the period set forth on Exhibit A of this
Agreement.




     (c) The words “Performance Requirements” mean the performance requirements as set forth
on Exhibit A of this Agreement.


Notwithstanding this Section 1 and, unless otherwise specified in the Agreement, capitalized terms
shall have the meanings attributed to them under the Plan.




     2. Grant of Performance-Earned Restricted Stock Units. As of the Effective Date, the
Company grants to the Grantee, upon the terms and conditions set forth in this Agreement, the right
to receive Common Shares after the completion of the Performance Period provided that the
Performance Requirements have been achieved at the end of the Performance Period as set forth on
Exhibit A (“Performance-Earned Restricted Stock Units” or “PERS Units”). The PERS Units are
granted in accordance with, and subject to, all the terms, conditions and restrictions of the Plan,
which is hereby incorporated by reference in its entirety. The Grantee irrevocably agrees to, and
accepts, the terms, conditions and restrictions of the Plan and this Agreement on his own behalf
and on behalf of any heirs, successors and assigns.



     3. Restrictions on PERS Units. The Grantee cannot sell, transfer, assign, hypothecate
or otherwise dispose of the PERS Units or pledge them as collateral for a loan. In addition, the
PERS Units will be subject to such other restrictions as the Compensation Committee deems necessary
or appropriate.



     4. Extraordinary Dividends on PERS Units. If Common Shares are issued after the
Performance Period, they will be credited with any extraordinary dividends paid during the period
commencing with the beginning date of the Performance Period and ending on the date of issuance of
the Common Shares, which shall be paid only in the event that the Performance Requirements are
satisfied. If the Performance Requirements are not satisfied, no extraordinary dividends shall be
paid. The Compensation Committee shall have the sole authority to determine



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whether a dividend is extraordinary and its decision shall be final and conclusive with
respect to payment of extraordinary dividends under this Agreement.



     5. Termination of Employment.




     (a) Normal or Early Retirement, Death, or Total Disability. If the Grantee
terminates employment as a result of a Normal or Early Retirement, death or Disability while
an employee of the Company, its Subsidiaries or Affiliates or dies or becomes totally
disabled within thirty (30) days of the Grantee’s having ceased to be such an employee by
reason of involuntary termination of employment not for Good Cause and prior to the last day
of the Performance Period, the Grantee (or his or her Beneficiary or Beneficiaries) shall be
entitled to a prorated issuance of Common Shares calculated by multiplying (x) by (y) where:




     (x) is the number of Common Shares, if any, that would have been earned by the Grantee
as the result of the satisfaction of the Performance Requirements set forth on Exhibit A;
and




     (y) is the number of months that the Grantee was employed (rounded up to the nearest
whole number) during the Performance Period divided by thirty-two (32).




The Compensation Committee shall determine in its sole and exclusive discretion whether the
Grantee’s employment with the Company, its Subsidiaries and Affiliates has terminated
because of his or her Disability. The issuance of Common Shares, if any, for the pro-rated
award shall be at the same time as the issuance of Common Shares under Section 7 of this
Agreement.




     (b) Reasons Other Than Normal or Early Retirement, Death or Disability. If the
Compensation Committee determines in its sole and exclusive discretion that the Grantee’s
employment with the Company, its Subsidiaries and Affiliates has terminated prior to the end
of the Performance Period for reasons other than those described in subsection (a) above,
the Grantee will forfeit his PERS Units and any right to receive Common Shares under this
Agreement except that in the case of an involuntary termination of employment not for Good
Cause, the PERS Units and issuance of Common Shares may not be forfeited if so provided
pursuant to any severance agreement entered into between the Grantee and the Company. If
the PERS Units are forfeited, the Grantee will have no further interests under this
Agreement.



     6. Change in Control. If a Change in Control as defined in the Plan has occurred
prior to the end of the Performance Period:




	 	(a)	 	the Performance Requirements shall be deemed to have been
satisfied at the greater of either the target level of the Performance
Requirements as set forth on Exhibit A as if the entire Performance Period had
elapsed or the level of actual achievement of the Performance Requirements as
of the date of the Change in Control; and
	 
	 	(b)	 	the appropriate amount of Common Shares, or if the Grantee so
elects, cash, determined in accordance with subparagraph (a) above shall be




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	 	 	 	issued or paid to the Grantee not later than 30 days after the date of the
Change in Control.





     7. Issuance of Common Shares. As soon as practicable after the satisfaction of the
Performance Requirements:




	 	(a)	 	with respect to Common Shares earned under Section 5 or 6 above, the
Company will immediately deliver to the Grantee (or his or her Beneficiary or
Beneficiaries) the Common Shares to which Grantee is entitled free and clear of
any restrictions (except any applicable securities law restrictions); and
	 
	 	(b)	 	with respect to Common Shares otherwise earned under this
Agreement, the Company will issue to the Grantee the Common Shares to which
Grantee is entitled subject to the one-year no sale restriction set forth in
Section 8 below and any applicable securities law restrictions.




Notwithstanding anything in this Agreement to the contrary, Common Shares will be issued not later
than two and one-half (2 1/2) months after the year in which the Performance Requirements are
satisfied.




     8. One-Year Holding Period for Common Shares. Except as elected by the Grantee to
satisfy withholding tax obligations as set forth at the end of this Agreement, Grantee agrees to
not sell, transfer, or otherwise dispose of the Common Shares issued pursuant to this Agreement
during the period beginning on the last day of the Performance Period and ending on the first
anniversary of such date; provided, however, that such one year holding period shall not apply if
the Grantee is entitled to Common Shares as a result of Normal or Early Retirement, Death or Total
Disability pursuant to Section 5(a) or a Change in Control pursuant to Section 6 above. Any such
Common Shares issued to the Grantee will bear a legend specifying the one-year no sale restriction.
If the Company so directs, the Common Shares may be held in escrow by the Company or a third party
designated by the Company until the lapse of the one year holding period.



     9. Voting Rights. The Grantee will not have any voting rights as a result of the
award of the PERS Units and shall only have the right to vote Common Shares once they have been
actually issued.



     10. Designation of Beneficiary. By properly executing and delivering a Designation of
Beneficiary Form to the Company, the Grantee may designate an individual or individuals as his or
her Beneficiary or Beneficiaries under the Plan. In the event that the Grantee fails to properly
designate a Beneficiary, his or her interests under the Plan will pass to the person or persons in
the first of the following classes in which there are any survivors: (i) spouse at the time of
death; (ii) issue, per stirpes; (iii) parents; and (iv) the executor or administrator of estate.
Except as the Company may determine in its sole and exclusive discretion, a properly completed
Designation of Beneficiary Form shall be deemed to revoke all prior designations upon its receipt
and approval by the Designated Representative.



     11. Non-Transferability and Legends. When issued, if the Common Shares have not been
registered under the Securities Act of 1933, as amended (the “Act”), they may not be sold,
transferred or otherwise disposed of unless a registration statement under the Act with respect to



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the Common Shares has become effective or unless the Grantee establishes to the satisfaction of the
Company that an exemption from such registration is available. The Common Shares will bear a
legend stating the substance of such restrictions, as well as any other restrictions the
Compensation Committee deems necessary or appropriate.



     12. Termination of Agreement. This Agreement will terminate on the earliest of: (1)
the last day of the Performance Period if the Performance Requirements are not satisfied; (2) the
date of the Grantee’s termination of employment with the Company, its Subsidiaries and Affiliates
for reasons other than Early or Normal Retirement, death, or Total Disability as set forth in
Section 5(b) above prior to the last day of the Performance Period; or (3) the date that Common
Shares are issued to the Grantee. Any terms or conditions of this Agreement that the Company
determines are reasonably necessary to effectuate its purposes will survive the termination of this
Agreement.



     13. Miscellaneous Provisions.




	 	a.	 	Effect of Corporate Reorganization or Other Changes
Affecting Number or Kind of Common Shares. The provisions of this
Agreement will be applicable to the PERS Units, Common Shares and or other
securities which may be acquired by the Grantee as a result of a liquidation,
recapitalization, reorganization, redesignation or reclassification, split-up,
reverse split, merger, consolidation, Common Shares dividend, combination or
exchange of PERS Units or Common Shares, exchange for other securities, a sale
of all or substantially all assets or the like. The Committee may
appropriately adjust the number and kind of shares under the PERS Units or
Common Shares set forth in this Agreement to reflect such a change.
	 
	 	b.	 	Successors and Legal Representatives. This Agreement
will bind and inure to the benefit of the Company and the Grantee, and their
respective successors, assigns and legal representatives.
	 
	 	c.	 	Integration. This Agreement, together with the Plan,
constitutes the entire agreement between the Grantee and the Company with
respect to the subject matter hereof, and may not be modified, amended, renewed
or terminated, nor may any term, condition or breach of any term or condition
be waived, except pursuant to the terms of the Plan or by a writing signed by
the person or persons sought to be bound by such modification, amendment,
renewal, termination or waiver. Any waiver of any term, condition or breach
thereof will not be a waiver of any other term or condition or of the same term
or condition for the future, or of any subsequent breach.
	 
	 	d.	 	Notice. Any notice relating to this grant must be in
writing.
	 
	 	e.	 	No Employment Right Created. Nothing in this Agreement
will be construed to confer upon the Grantee the right to continue in the
employment or service of the Company, its Subsidiaries or Affiliates, or to be
employed or serve in any particular position therewith, or affect any




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	 	 	 	right which the Company, its Subsidiaries or an Affiliate may have to
terminate the Grantee’s employment or service with or without cause.
	 
	 	f.	 	Separability. In the event of the invalidity of any
part or provision of this Agreement, such invalidity will not affect the
enforceability of any other part or provision of this Agreement.
	 
	 	g.	 	Section Headings. The section headings of this
Agreement are for convenience and reference only and are not intended to
define, extend or limit the contents of the sections.
	 
	 	h.	 	Amendment, Waiver and Revocation of Terms. The
Compensation Committee may waive any term or condition in this Agreement that
could have been excluded on the date of grant. No such waiver will be deemed
to be a waiver of similar terms under other agreements. The Compensation
Committee may amend this Agreement to include or exclude any provision which
could have been included in, or excluded from, this Agreement on the date of
grant, but only with the Grantee’s written consent. Similarly, the
Compensation Committee may revoke this Agreement at any time except that, after
execution of the Agreement and its delivery to the Company, revocation may only
be accomplished with the Grantee’s written consent.
	 
	 	i.	 	Plan Administration. The Plan is administered by the
Compensation Committee, which has sole and exclusive power and discretion to
interpret, administer, implement and construe the Plan and this Agreement. All
elections, notices and correspondence relating to the Plan should be directed
to the Chairman of the Compensation Committee at:




Olympic Steel, Inc.

5096 Richmond Road

Bedford Heights, Ohio 44146





	 	j.	 	Governing Law. Except as may otherwise be provided in
the Plan, this Agreement will be governed by, construed and enforced in
accordance with the internal laws of the State of Ohio, without giving effect
to its principles of conflict of laws.
	 
	 	k.	 	Incapacity. If the Compensation Committee determines
that the Grantee is incompetent by reason of physical or mental disability or a
person incapable of handling his or her property, the Compensation Committee
may deal directly with or direct any payment or distribution to the guardian,
legal representative or person having the care and custody of the incompetent
or incapable person. The Compensation Committee may require proof of
incompetence, incapacity or guardianship, as it may deem appropriate before
making any payment or distribution. In the event of a payment or distribution,
the Compensation Committee will have no obligation thereafter to monitor or
follow the application of the Shares distributed or amounts so paid. Payments
or distributions made pursuant




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	 	 	 	to this paragraph shall completely discharge the Company with respect to
such payments or distributions.
	 
	 	l.	 	Code Section 409A. It is intended that this Agreement
and the compensation and benefits hereunder either be exempt from, or comply
with, Internal Revenue Code Section 409A, and this Agreement shall be so
construed and administered. In the event that the Company reasonably
determines that any compensation or benefits payable under this Agreement may
be subject to taxation under Section 409A, the Company, after consultation with
the Grantee, shall have the authority to adopt, prospectively or retroactively,
such amendments to this Agreement or to take any other actions it determines
necessary or appropriate to (a) exempt the compensation and benefits
payable under this Agreement from Section 409A or (b) comply with the
requirements of Section 409A. In no event, however, shall this section or any
other provisions of this Agreement be construed to require the Company to
provide any gross-up for the tax consequences of any provisions of, or payments
under, this Agreement and the Company shall have no responsibility for tax
consequences to Grantee (or his beneficiary) resulting from the terms or
operation of this Agreement.




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     IN WITNESS WHEREOF, THE Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Grantee has hereunto set his hand.



	 	 	 	 	 	 	 	 	 	 	 
	Grantee	 	 	 	Olympic Steel, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	Its:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







Mandatory Sale of Common Shares to Satisfy Tax Obligations. By checking one of the
boxes below for either minimum or maximum income tax withholding and signing below, the
Grantee irrevocably elects that, upon satisfaction of the Performance Requirements, the
Compensation Committee shall cause to be sold a portion of the Common Shares sufficient to
satisfy




	 	o	 	the minimum statutory tax liability for federal, state and local
withholding taxes; or
	 
	 	o	 	the maximum tax liability based on the highest marginal federal, state and
local income taxes rates






of the Grantee resulting from satisfaction of the Performance Requirements.
The Grantee represents that, as of the date set forth below, he or she is
not aware of any material nonpublic information about the Company or its
securities. The Grantee will provide such irrevocable stock power or
additional information and documentation as the Company deems necessary to
complete such sale. The Compensation Committee will cause the proceeds of
such sale to be delivered to the appropriate taxing authorities in
satisfaction of such tax liabilities.



	 	 	 	 	 
	 

	 	 

Grantee
	 	 
	 
	 
	 	 	 	 
	 

	 	 

Date
	 	 






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EXHIBIT A




PERFORMANCE REQUIREMENTS FOR

THE PERFORMANCE PERIOD

COMMENCING May 1, 2007

AND ENDING December 31, 2009





	1.	 	Performance Requirements.
	 
	 	 	The Performance Requirements for the Performance Period shall be based on ROIC and EBITDA.






	 	a.	 	ROIC shall mean the Company’s return on invested capital for the Performance
Period and shall be determined by dividing (i) by (ii), where:






	 	(i)	 	is the Company’s EBITDA for the Performance Period which shall
be equal to the sum of (A), (B) and (C) below where:






	 	(A)	 	is the Company’s EBITDA for the period
commencing May 1, 2007 and ending December 31, 2007 multiplied by a
fraction where the numerator is twelve (12) and the denominator is
eight (8); and
	 
	 	(B)	 	is the Company’s EBITDA for the period
commencing January 1, 2008 and ending December 31, 2008; and
	 
	 	(C)	 	is the Company’s EBITDA for the period
commending January 1, 2009 and ending December 31, 2009; and






	 	(ii)	 	is the Company’s Average Invested Capital for the Performance Period
which shall be equal to the sum of (A), (B) and (C) below where:






	 	(A)	 	is equal to the Average Invested Capital for
the period commencing May 1, 2007 and ending December 31, 2007; and
	 
	 	(B)	 	is equal to the Average Invested Capital for
the period commencing January 1, 2008 and ending December 31, 2008; and
	 
	 	(C)	 	is equal to the Average Invested Capital for
the period commending January 1, 2009 and ending December 31, 2009.






	 	b.	 	The Company’s Average Invested Capital for any of the periods described above
in a. (ii) shall be determined by the addition of the Company’s total shareholder’s
equity (common and preferred) and institutional long-term and short-term debt as of the
first day and last day of each period and dividing the sum by two (2).
	 
	 	c.	 	EBITDA shall mean the earnings of the Company before interest, taxes,
depreciation and amortization for the Performance Period.






	 	 	ROIC and EBITDA shall be determined based on the Company’s audited financial statements, or,
if there are no audited financial statements, then based on the Company’s financial
statements as prepared in accordance with generally accepted accounting principles and shall
be determined after taking into account the expense of providing for




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	 	 	all awards payable for the Performance Period. The determination of ROIC and EBITDA shall
be made by the Compensation Committee and shall be final and binding in all respects on the
Grantee and his or her Beneficiaries.
	 
	2.	 	Minimum Performance Requirement.
	 
	 	 	There shall be no issuance of Common Shares under the PERS Units unless total EBITDA for the
Performance Period equals at least $80,000,000 (“Minimum Performance Requirement”). If the
Minimum Performance Requirement is achieved, Shares may be issued to the Grantee
provided that the threshold Performance Requirements are achieved for ROIC or EBITDA as set
forth below.
	 
	3.	 	Calculation of Performance Earned Shares.
	 
	 	 	Provided that the Minimum Performance Requirement has been met, the Grantee shall be
entitled to a number of Common Shares calculated by multiplying (a) by (b) and dividing such
result by (c) where:






	 	(a)	 	equals the sum of the Percentage of Base Salary under the ROIC
Table and EBITDA Table below based upon the level of actual achievement of the
Percentage of ROIC or amount of EBITDA;
	 
	 	(b)	 	equals the Grantee’s base salary at the beginning of the
Performance Period; and
	 
	 	(c)	 	equals the closing price of a Share on the first day of the
Performance Period.




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Tier 2 — Target equals

 25% of Base Salary




ROIC Table




	 	 	 	 	 	 	 	 	 
	 	 	Percentage of ROIC	 	Percentage of Base Salary
	 

	 	Less than 6%
	 	 	0	%
	Threshold

	 	 	6	%	 	 	6.3	%
	 

	 	 	7	%	 	 	7.3	%
	 

	 	 	8	%	 	 	8.4	%
	 

	 	 	9	%	 	 	9.4	%
	 

	 	 	10	%	 	 	10.4	%
	 

	 	 	11	%	 	 	11.4	%
	Target

	 	 	12	%	 	 	12.5	%
	 

	 	 	13	%	 	 	13.6	%
	 

	 	 	14	%	 	 	14.6	%
	 

	 	 	15	%	 	 	15.6	%
	 

	 	 	16	%	 	 	16.6	%
	 

	 	 	17	%	 	 	17.7	%
	Maximum

	 	 	18	%	 	 	18.75	%





Percentage of ROIC and Percentage of Base Salary will be pro-rated based on the above amounts.




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Tier 2 — Target equals

 25% of Base Salary




EBITDA Table




	 	 	 	 	 	 	 	 	 
	 	 	Amount of EBITDA	 	Percentage of Base Salary
	 

	 	Less than $80,000,000
	 	 	0	%
	Threshold

	 	$	80,000,000	 	 	 	9.4	%
	 

	 	$	88,888,889	 	 	 	10.4	%
	 

	 	$	97,777,778	 	 	 	11.4	%
	Target

	 	$	106,666,667	 	 	 	12.5	%
	 

	 	$	115,555,556	 	 	 	13.6	%
	 

	 	$	124,444,444	 	 	 	14.5	%
	 

	 	$	133,333,333	 	 	 	15.6	%
	 

	 	$	142,222,222	 	 	 	16.7	%
	 

	 	$	151,111,111	 	 	 	17.7	%
	Maximum

	 	$	160,000,000	 	 	 	18.75	%





Amount of EBITDA and Percentage of Base Salary will be pro-rated based on the above amounts.




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IRREVOCABLE STOCK POWER




     KNOW
ALL MEN BY THESE PRESENTS that for value received, the undersigned, ___ (the
“Transferor”), does hereby transfer to Olympic Steel, Inc. or its successor in interest (the
“Transferee”), all of the Common Shares, without par value, of Olympic Steel, Inc., an Ohio
corporation (the “Corporation”), which shares are or may be issued under the Performance-Earned
Restricted Unit (PERs Unit) Agreement between the Transferor and Transferee dated May 1, 2007 and
does hereby appoint the Transferee his true and lawful attorney, irrevocable for himself and in his
name and stead, to assign, transfer and set over, all or any part of the shares of Common Shares
hereby transferred to the Transferee, and for that purpose, to make and execute all necessary acts
of assignment and transfer, and one or more persons to substitute with like full power, hereby
ratifying and confirming all that his said attorney, or substitute or substitutes will lawfully do
by virtue hereof.



     IN
WITNESS WHEREOF, I have hereunto set my hand as of the ___ day of ___,
20___.



	 	 	 	 	 
	 

	 	 

TRANSFEROR
	 	 






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