Omega Flex Inc
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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FY2023 · Filed Mar 11, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
| 1. | Exhibits. See Index to Exhibits on pages 58 through 60. |
| 2. | Consolidated Financial Statements. See Index to Consolidated Financial Statements on page 30. Financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included. |
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EXHIBIT INDEX
Those documents followed by a parenthetical notation are incorporated herein by reference to previous filings with the Securities and Exchange Commission, under Commission File No. 000-51372, as set forth below.
| Exhibit No. | Description | Reference Key | |
| 3.1 | Amended and Restated Articles of Incorporation of Omega Flex, Inc. | (A) | |
| 3.2 | Amended and Restated By-laws of Omega Flex, Inc. | (F) | |
| 4.1 | Description of Common Stock | (B) | |
| 10.1 | Indemnification and Insurance Matters Agreement dated July 29, 2005 between Omega Flex, Inc. and Mestek, Inc. | (A) | |
| 10.2 | * | Form of Indemnification Agreements entered into between Omega Flex, Inc. and its Directors and Officers and the Directors of its wholly-owned subsidiaries. | (C) |
| 10.3 | * | Schedule of Directors/Officers with Indemnification Agreements as of December 31, 2023 | ** |
| 10.4 | * | Employment Agreement dated December 15, 2008 between Omega Flex, Inc. and Kevin R. Hoben | (D) |
| 10.5 | * | Amendment No. 1 to the Employment Agreement dated January 1, 2014 between Omega Flex, Inc. and Kevin R. Hoben | (E) |
| 10.6 | Amended and Restated Committed Revolving Line of Credit Note dated December 1, 2017 by Omega Flex, Inc. to Santander Bank, N.A. in the principal amount of $15,000,000. | (K) | |
| 10.7 | Loan and Security Agreement dated December 17, 2009 between Omega Flex, Inc. and Sovereign Bank, N.A. | (G) | |
| 10.8 | First Amendment dated December 30, 2010 to the Loan and Security Agreement between Omega Flex, Inc. and Sovereign Bank, N.A. | (H) | |
| 10.9 | Second Amendment dated December 29, 2014 to the Loan and Security Agreement between Omega Flex, Inc. and Santander Bank, N.A., (as successor in interest to Sovereign Bank, N.A.) | (I) | |
| 10.10 | Third Amendment dated December 1, 2017 to the Loan and Security Agreement between Omega Flex, Inc. and Santander Bank, N.A., (as successor in interest to Sovereign Bank, N.A.) | (K) | |
| 10.11 | Amended and Restated Loan Agreement dated July 3, 2023, between Omega Flex, Inc. and Santander Bank, N.A. | (N) | |
| 10.12 | Second Amended and Restated Committed Revolving Line of Credit Note dated July 3, 2023, by Omega Flex, Inc. to Santander Bank, N.A. | (N) | |
| 10.13 | * | Phantom Stock Plan dated December 11, 2006. | (J) |
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| 10.14 | * | First Amendment to the Omega Flex, Inc. 2006 Phantom Stock Plan | (G) |
| 10.15 | * | Omega Flex, Inc. 2006 Phantom Stock Plan (as amended and restated effective January 1, 2023). | (L) |
| 10.16 | * | Form of Phantom Stock Agreement entered into between Omega Flex, Inc. and its directors, officers and employees (for grants made prior to January 1, 2023). | (J) |
| 10.17 | * | Form of Phantom Stock Agreement entered into between Omega Flex, Inc. and its directors, officers and employees (for grants made on or after January 1, 2023). | (L) |
| 10.18 | * | Schedule of Phantom Stock Agreements between Omega Flex, Inc. and its directors and officers as of December 31, 2023. | ** |
| 10.19 | * | Form of Change of Control Agreement entered into between Omega Flex, Inc. and certain officers and employees. | (M) |
| 10.20 | * | Schedule of Change of Control Agreements between Omega Flex, Inc. and certain officers and employees as of December 31, 2023. | ** |
| 19.1 | Insider Trading Policies and Procedures | ** | |
| 21.1 | List of Subsidiaries | ** | |
| 23.1 | Consent of RSM US LLP | ** | |
| 31.1 | Certification of Chief Executive Officer of Omega Flex, Inc. pursuant to Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended | ** | |
| 31.2 | Certification of Chief Financial Officer of Omega Flex, Inc. pursuant to Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended | ** | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer of Omega Flex, Inc. pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | *** | |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | ** | |
| 101.1NS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ** | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ** | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ** | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ** | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ** | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ** | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101). |
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Reference Key
| (A) | Filed as an Exhibit to the Registration Statement on Form 10-12G filed on June 22, 2005. |
|---|---|
| (C) | Filed as an Exhibit to the Quarterly Report on Form 10-Q filed May 4, 2020. |
| (E) | Filed as an Exhibit to the Current Report on Form 8-K/A filed July 24, 2014. |
| (F) | Filed as an Exhibit to the Current Report on Form 8-K filed September 15, 2021. |
| (I) | Filed as an Exhibit to the Current Report on Form 8-K filed December 29, 2014. |
| (K) | Filed as an Exhibit to the Current Report on Form 8-K filed December 5, 2017. |
| (L) | Filed as an Exhibit to the Quarterly Report on Form 10-Q filed November 7, 2022. |
| (M) | Filed as an Exhibit to the Current Report on Form 8-K filed March 1, 2019. |
| (N) | Filed as an Exhibit to the Current Report on Form 8-K filed July 5, 2023. |
| * | Management contract, compensatory plan, or arrangement |
| ** | Filed herewith |
| *** | Furnished herewith |
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