Form 8-K
8-K — iPower Inc.
Accession: 0001683168-26-007276
Filed: 2026-09-22
Period: 2026-09-21
CIK: 0001830072
SIC: 5200 (RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY)
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — ipower_8k.htm (Primary)
EX-10.1 — THIRD AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN (ipower_ex1001.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ipower_8k.htm · Sequence: 1
8-K
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0001830072
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2026-09-21
2026-09-21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
September 21, 2026
iPower Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-40391
82-5144171
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
8798 9th Street
Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices) (Zip
Code)
(626) 863-7344
(Registrant’s Telephone Number, Including
Area Code)
___________________________
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $0.001 per share
IPW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
September 21, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) at which the Company’s
stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on September 8, 2026. At the Special Meeting there were a total of 6,427,376 votes
eligible to be cast, with a total of 2,322,467 shares voted in person or by proxy, representing 36.13% of the votes eligible to be cast.
The final voting results for each matter are set forth below.
1.
Stock Offering Proposal.
Stockholders
approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to $10,000,000 of common stock in one or more
private placements or public offerings, at a price that may be above, equal to or below the Nasdaq Minimum Price, in accordance with the
voting results below.
For
Against
Abstain
2,272,998
49,465
4
2.
Reverse Stock Split Proposal.
Stockholders
approved an amendment to the Company’s Sixth Amended and Restated Articles of Incorporation to effect, at the discretion of the
Company’s board of directors, a reverse stock split of the Common Stock at a stock split ratio of up to 1-for-250, with the ultimate
ratio to be determined by the Company’s board of directors, in its sole discretion, which may be implemented on one or more occasions,
when and as needed, to allow the Company to maintain compliance with Nasdaq listing requirements, with the exact stock split ratio or
ratios to be determined at the discretion of the Company’s board of directors, in accordance with the voting results below.
For
Against
Abstain
2,271,824
50,639
4
3.
Equity Incentive Plan Proposal.
Stockholders approved a Third Amended and Restated
2020 Equity Incentive Plan (a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference) to (i) adjust the total number of the Company’s shares reserved for issuance under the plan to 50,000,000 shares and
(ii) adopt an evergreen provision providing for a 5% automatic annual increase in the shares of Common Stock available for issuance under
the plan over a period of ten years, in accordance with the voting results below.
For
Against
Abstain
2,283,378
39,085
4
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Third Amended and Restated 2020 Equity Incentive Plan
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
IPOWER, INC.
Dated: September 22, 2026
By:
/s/ Chenlong Tan
Name:
Chenlong Tan
Title:
Chief Executive Officer
3
EX-10.1 — THIRD AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN
EX-10.1
Filename: ipower_ex1001.htm · Sequence: 2
Exhibit 10.1
iPOWER INC.
THIRD AMENDED AND RESTATED 2020 EQUITY INCENTIVE
PLAN
1. Purposes of the Plan. The purposes of
this Plan are:
·
to attract and retain the best available personnel for positions of substantial responsibility,
·
to provide incentives to individuals who perform services for the Company, and
·
to promote the success of the Company’s business.
The Plan permits the grant
of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares and other stock or cash awards as the Administrator may determine.
The Plan amends and restates
in its entirety the Company’s Amended and Restated 2020 Equity Incentive Plan.
2. Definitions. As used herein, the following
definitions will apply:
(a) “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 hereof.
(b) “Affiliate”
means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by,
or under common control with the Company.
(c) “Applicable Laws”
means the requirements relating to the administration of equity-based awards under U.S. federal and state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plans.
(d) “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.
(e) “Award Agreement”
means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement
is subject to the terms and conditions of the Plan.
(f) “Board”
means the Board of Directors of the Company.
(g) “Change in Control”
means the occurrence of any of the following events after the Effective Date:
(i)
A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”),
acquires ownership of stock in the Company that, together with the stock already held by such Person, constitutes more than 50% of the
total voting power of the stock of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional
stock by any Person who is considered to own more than 50% of the total voting power of the stock of the Company before the acquisition
will not be considered a Change in Control; or
1
(ii)
The individuals who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover or
other non-ordinary course transaction affecting the Company, to constitute at least fifty-one percent (51%) of the members of the Board;
or
(iii)
The consummation of any of the following events: (A) a change in the ownership of a substantial portion of the Company’s assets,
which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the
total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, or (B) a merger,
consolidation or reorganization involving the Company, where either or both of the events described in clauses (i) or (ii) above would
be the result. For purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion
of the Company’s assets or a Change in Control: (A) a transfer to an entity that is controlled by the Company’s stockholders
immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the
asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting
power of which is owned, directly or indirectly, by the Company, (3) a Person that owns, directly or indirectly, 50% or more of the total
value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total equity or voting power
of which is owned, directly or indirectly, by a Person described in subsection (iii)(B)(3) above. For purposes of this subsection (iii),
gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets.
For purposes of this Section
2(g), persons will be considered to be acting as a group if they are owners of a corporation or other entity that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
(h) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.
(i) “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4
hereof.
(j) “Common Stock”
means the common stock, par value $0.001 per share, of the Company.
(k) “Company”
means iPower Inc., a Nevada corporation, or any successor thereto.
(l) “Consultant”
means any person, including an advisor, other than an Employee engaged by the Company or a Parent, Subsidiary or Affiliate to render services
to such entity.
(m) “Director”
means a member of the Board.
(n) “Disability”
means permanent and total disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Administrator from time to time.
(o) “Effective Date”
shall have the meaning set forth in Section 17 hereof.
(p) “Employee”
means any person, including Officers and Directors, other than a Consultant employed by the Company or any Parent, Subsidiary or Affiliate
of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.
2
(q) “Exchange Act”
means the Securities Exchange Act of 1934, as amended.
(r) “Exchange Program”
means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have
lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding
Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.
(s) “Fair Market
Value” means, as of any date, the value of the Common Stock as the Administrator may determine in good faith, by reference to
the closing price of such stock on any established stock exchange or on a national market system on the day of determination, if the Common
Stock is so listed on any established stock exchange or on a national market system. If the Common Stock is not listed on any established
stock exchange or on a national market system, the value of the Common Stock will be determined as the Administrator may determine in
good faith using (i) a valuation methodology set forth in Treasury Regulation 1.409A-1(b)(5)(iv)(B) or (ii) with respect to valuations
applicable to Awards that are not subject to Code Section 409A, such other valuation methods as the Administrator may select.
(t) “Fiscal Year”
means the fiscal year of the Company.
(u) “Incentive Stock
Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(v) “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or expressly provides that it is not intended to qualify as
an Incentive Stock Option.
(w) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.
(x) “Option”
means a stock option granted pursuant to Section 6 hereof.
(y) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(z) “Participant”
means the holder of an outstanding Award.
(aa) “Performance
Goals” will have the meaning set forth in Section 11 hereof.
(bb) “Performance
Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.
(cc) “Performance
Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of Performance Goals or
other vesting criteria as the Administrator may determine pursuant to Section 10 hereof.
(dd) “Performance
Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria
as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant
to Section 10 hereof.
(ee) “Period of Restriction”
means the period during which transfers of Shares of Restricted Stock are subject to restrictions and, therefore, the Shares are subject
to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events specified in the applicable Award, as interpreted and construed by the Administrator.
(ff) “Plan”
means this Second Amended and Restated iPower Inc. 2020 Equity Incentive Plan.
3
(gg) “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 hereof, or issued pursuant to the early
exercise of an Option.
(hh) “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to
Section 9 hereof. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(ii) “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.
(jj) “Section 16(b)”
means Section 16(b) of the Exchange Act.
(kk) “Service Provider”
means an Employee, Director, or Consultant.
(ll) “Share”
means a share of the Common Stock, as adjusted in accordance with Section 14 hereof.
(mm) “Stock Appreciation
Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation
Right.
(nn) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan.
(a) Subject to the provisions
of Section 14 hereof, the maximum aggregate number of Shares that may be awarded and sold under the Plan is FIFTY MILLION (50,000,000)
Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.
(b) Lapsed Awards.
If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock
Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other
than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will become available for
future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the
gross number of Shares covered by the portion of the Award so settled will cease to be available under the Plan. Shares that have actually
been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under
the Plan; provided, however, that if unvested Shares of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units
are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares
subject to an Award that are transferred to or retained by the Company to pay the tax and/or exercise price of an Award will become available
for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment
will not result in reducing the number of Shares available for issuance under the Plan and, for the elimination of doubt, the number of
Shares of equal value to such cash payment shall become available for future grant or sale under the Plan. Notwithstanding the foregoing
provisions of this Section 3(b), subject to adjustment provided in Section 14 hereof, the maximum number of Shares that may be issued
upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a) above, plus, to the extent allowable
under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b).
(c) Share Reserve.
The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Plan.
4
(d) Evergreen Provision.
In addition to subpart (a) above, the number of shares of Common Stock in the Share Reserve and available for issuance under the Plan
shall automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2027 and ending on (and including)
January 1, 2033, in an amount equal to five percent (5%) of the total number of shares of Common Stock outstanding on December 31st of
the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide
that there shall be no increase in the Share Reserve for such calendar year or that the increase in the Share Reserve for such calendar
year shall be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the
Share Reserve in this Section 3(d) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly,
this Section 3(d) does not limit the granting of Stock Awards outside of the Plan.
4. Administration of the Plan.
(a) Procedure.
(i)
Multiple Administrative Bodies. Different Committees may be established with respect to different groups of Service Providers;
in that event, the Committee established with respect to a group of Service Providers shall administer the Plan with respect to Awards
granted to members of such group.
(ii)
Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.
(iii)
Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee
will be constituted to satisfy Applicable Laws.
(b) Powers of the Administrator.
Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee,
the Administrator will have the authority, in its discretion:
(i)
to determine Fair Market Value;
(ii)
to select the Service Providers to whom Awards may be granted hereunder;
(iii)
to determine the terms and condition, not inconsistent with the terms of the Plan, of any Award granted hereunder;
(iv)
to institute an Exchange Program and to determine the terms and conditions, not inconsistent with the terms of the Plan, for (1) the
surrender or cancellation of outstanding Awards in exchange for Awards of the same type, Awards of a different type, and/or cash, or
(2) the reduction of the exercise price of outstanding Awards;
(v)
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(vi)
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable foreign laws;
(vii)
to modify or amend each Award (subject to Section 19(c) hereof);
(viii)
to authorize any person to execute on behalf of the Company any instrument required to reflect or implement the grant of an Award previously
granted by the Administrator;
5
(ix)
to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant
under an Award pursuant to such procedures as the Administrator may determine consistent with the requirements for compliance with or
exemption from the provisions of Code Section 409A; and
(x)
to make all other determinations deemed necessary or advisable for administering the Plan.
(c) Effect of Administrator’s
Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding on all Participants and
any other holders of Awards.
5. Eligibility. Nonstatutory Stock Options,
Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares, and such other cash or stock
awards as the Administrator determines may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
6. Stock Options.
(a) Limitations.
(i)
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000 (U.S.), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock
Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as
of the time the Option with respect to such Shares is granted.
(ii)
Subject to the limits set forth in Section 3, the Administrator will have complete discretion to determine the number of Shares subject
to an Option granted to any Participant.
(b) Term of Option.
The Administrator will determine the term of each Option in its sole discretion; provided, however, that the term will be no more than
ten (10) years from the date of grant thereof in the case of Incentive Stock Options Moreover, in the case of an Incentive Stock Option
granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5)
years from the date of grant or such shorter term as may be provided in the Award Agreement.
(c) Option Exercise Price
and Consideration.
(i)
Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined
by the Administrator, but will be no less than 100% of the Fair Market Value per Share on the date of grant. In addition, in the case
of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more
than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be
no less than 110% of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(c),
Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant
to the issuance or assumption of an Option in a transaction to which Section 424(a) of the Code applies in a manner consistent with said
Section 424(a).
6
(ii)
Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option
may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.
(iii)
Form of Consideration. The Administrator will determine the acceptable form(s) of consideration for exercising an Option, including
the method of payment, to the extent permitted by Applicable Laws including but not limited to tendering capital stock of the Company
owned by a Participant, duly endorsed for transfer to the Company.
(d) Exercise of Option.
(i)
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the
Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may
not be exercised for a fraction of a Share.
An Option will be deemed exercised
when the Company receives: (i) notice of exercise (in such form as the Administrator specifies from time to time) from the person entitled
to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable
withholding taxes). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares
are issued, except as provided in Section 14 hereof.
(ii)
Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise
provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or
her Option within the time specified by Award Agreement or by operation of this Section 6(d)(3), the Option will terminate, and the Shares
covered by such Option will revert to the Plan.
(iii)
Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability,
the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option
is vested on the date of cessation (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).
In the absence of a specified time in the Award Agreement, the Option will remain exercisable for six (6) months following the date the
Participant ceases to be a Service Provider. Unless otherwise provided by the Administrator, if on the date of cessation the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after
cessation the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares
covered by such Option will revert to the Plan.
(iv)
Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as
is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised
later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s beneficiary, provided
such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary
has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate
or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent
and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for six (6) months following
Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option will continue to vest in accordance with the Award Agreement.
If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option
will revert to the Plan.
7
7. Stock Appreciation Rights.
(a) Grant of Stock Appreciation
Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time
and from time to time as will be determined by the Administrator, in its sole discretion.
(b) Number of Shares.
The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Participant.
(c) Exercise Price and
Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions
of Stock Appreciation Rights granted under the Plan; provided, however, that the exercise price will be not less than 100% of the Fair
Market Value of a Share on the date of grant.
(d) Stock Appreciation
Rights Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price,
the number of Shares with respect to which the Award is granted, the term of the Stock Appreciation Right, the conditions of exercise,
and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(e) Expiration of Stock
Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,
in its sole discretion, and set forth in the Award Agreement; provided, however, that the term will be no more than ten (10) years from
the date of grant thereof. Notwithstanding the foregoing, the rules of Section 6(d) above also will apply to Stock Appreciation Rights.
(f) Payment of Stock Appreciation
Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an
amount determined by multiplying:
(i)
The difference between the Fair Market Value of a Share on the date of exercise over the “stock appreciation right exercise price,”
as defined under Treasury Regulation Section 1.409A-1(b)(i)(B)(2), i.e., the Fair Market Value of a Share on the date of grant
of the Stock Appreciation Right; times
(ii)
The number of Shares with respect to which the Stock Appreciation Right is exercised.
At the discretion of the Administrator,
the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
8. Restricted Stock.
(a) Grant of Restricted
Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b) Restricted Stock Agreement.
Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares
granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(c) Transferability.
Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until such Shares become non-forfeitable at the end of the applicable Period of Restriction.
(d) Other Restrictions.
The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or
appropriate.
8
(e) Removal of Restrictions.
Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan
will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed.
(f) Voting Rights.
During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares, unless the Administrator determines otherwise in a manner not prohibited by the Award Agreement.
(g) Dividends and Other
Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive
all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and provisions for forfeiture
as the Shares of Restricted Stock with respect to which they were paid.
(h) Return of Restricted
Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert
to the Company and again will become available for grant under the Plan.
9. Restricted Stock Units.
(a) Grant. Restricted
Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit grant will
be evidenced by an Award Agreement that will specify such other terms and conditions as the Administrator, in its sole discretion, will
determine in accordance with the terms and conditions of the Plan, including all terms, conditions, and restrictions related to the grant,
the number of Restricted Stock Units and the form of payout, which, subject to Section 9(d) hereof, may be left to the discretion of the
Administrator.
(b) Vesting Criteria and
Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are
met, will determine the number of Restricted Stock Units that will be paid out to the Participant. After the grant of Restricted Stock
Units, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted Stock Units. Each Award of
Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria, and such other terms and conditions
as the Administrator, in its sole discretion will determine. The Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed, subject to the prohibition on acceleration of the timing of distribution of deferred compensation
subject to Section 409A of the Code, to the extent applicable to the Award.
(c) Earning Restricted
Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as specified in the
Award Agreement.
(d) Form and Timing of
Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth in the Award Agreement,
which shall satisfy the requirements of Section 409A of the Code, to the extent applicable to such Award. The Administrator, in its sole
discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by Restricted Stock Units
that are fully paid in cash again will be available for grant under the Plan.
(e) Cancellation. On
the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.
10. Performance Units and Performance Shares.
(a) Grant of Performance
Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will
be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number
of Performance Units/Shares granted to each Participant.
9
(b) Value of Performance
Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant.
Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.
(c) Performance Objectives
and Other Terms. The Administrator will set performance objectives or other vesting provisions. The Administrator may set vesting
criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment),
or any other basis determined by the Administrator in its discretion. Each Award of Performance Units/Shares will be evidenced by an Award
Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion,
will determine.
(d) Earning of Performance
Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive
a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function
of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance
Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for
such Performance Unit/Share.
(e) Form and Timing of
Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration
of the applicable Performance Period or, if earlier, after the date on which a Participant’s interest in such Performance Units/Shares
is no longer subject to a substantial risk of forfeiture, provided however, that in no event shall such payment be made after the later
to occur of (i) December 31 of the year in which such risk of forfeiture lapses or (ii) two and one-half months after such risk of forfeiture
lapses. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have
an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period)
or in a combination thereof.
(f) Cancellation of Performance
Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to
the Company, and again will be available for grant under the Plan.
11. Leaves of Absence. Unless the Administrator
provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Service Provider will
not cease to be an Employee in the case of (i) any leave of absence approved by the Company, or (ii) transfers between locations of the
Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three
(3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of
a leave of absence approved by the Company is not so guaranteed, then six (6) months and one day following the commencement of such leave
any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes
as a Nonstatutory Stock Option.
12. Transferability of Awards. Unless determined
otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant.
If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution,
(iii) to a revocable trust, or (iv) as permitted by Rule 701 of the Securities Act of 1933, as amended.
13. Adjustments; Dissolution or Liquidation;
Merger or Change in Control.
(a) Adjustments. In
the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares
or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator,
in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will
adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each
outstanding Award, and the numerical Share limits set forth in Sections 3, 6, 7, 8, 9 and 10 hereof.
10
(b) Dissolution or Liquidation.
In the event of the proposed dissolution or liquidation of the Company, any corporate separation or division, including, but not limited
to, a split-up, a split-off or a spin-off; a reverse merger in which the Company is the surviving entity, but the shares of Company stock
outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or the transfer of more than fifty percent (50%) of the then outstanding voting stock of the Company to another person
or entity. the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction.
The Company, to the extent permitted by applicable law but otherwise in its sole discretion may provide for: (i) the continuation Awards
by the Company (if the Company is surviving entity or its parent; (ii) the assumption of the Plan and such outstanding Awards by the surviving
entity or its parent; (iii) the substitution by the surviving entity or its parent of rights with substantially the same terms for such
outstanding Awards; or (iv) the cancellation of such outstanding Rights without payment of any consideration provided that in the case
of this clause (iv), the Administrator will provide notice of its intention to cancel Award and offer a reasonable opportunity to exercise
vested Awards.
(c) Change in Control.
In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without
limitation, that each Award will be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation (the “Successor Corporation”). The Administrator will not be required to treat all Awards
similarly in the transaction.
In the event that the Successor
Corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his
or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable,
all restrictions on Restricted Stock will lapse, and, with respect to Restricted Stock Units, Performance Shares and Performance Units,
all Performance Goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. In addition,
if an Option or Stock Appreciation Right is not assumed or substituted for in the event of a Change in Control, the Administrator will
notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be fully vested and exercisable for
a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon
the expiration of such period.
For the purposes of this subsection
(c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for
each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities
or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to settle in cash or
a Performance Share or Performance Unit which the Administrator can determine to settle in cash, the fair market value of the consideration
received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor Corporation,
the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of
an Option or Stock Appreciation Right or upon the payout of a Performance Share or Performance Unit, for each Share subject to such Award
(or in the case of Performance Units, the number of implied shares determined by dividing the value of the Performance Units by the per
share consideration received by holders of Common Stock in the Change in Control), to be solely common stock of the Successor Corporation
equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.
Notwithstanding anything in
this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance Goals
will not be considered assumed if the Company or its successor modifies any of such Performance Goals without the Participant’s
consent; provided, however, a modification to such Performance Goals only to reflect the Successor Corporation’s post-Change in
Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
14. Tax Withholding
(a) Withholding Requirements.
At any time prior to or following the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have
the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal,
state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such
Award (or exercise thereof).
11
(b) Withholding Arrangements.
The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant
to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company
withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum amount required to be withheld, (iii) delivering
to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv) selling a sufficient
number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion
(whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be
deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount
determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award
on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered
will be determined as of the date that the taxes are required to be withheld.
15. No Effect on Employment or Service.
Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship
as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right
to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
16. Date of Grant. The date of grant of
an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later
date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time
after the date of such grant.
17. Term of Plan. Subject to Section 21
hereof, the Plan will become effective upon its adoption by the Board (the “Effective Date”). It will continue in effect for
a term of ten (10) years unless terminated earlier under Section 18 hereof; provided, however, that such expiration shall not affect Awards
then outstanding, and the terms and conditions of this Plan shall continue to apply to such Awards.
18. Amendment and Termination of the Plan.
(a) Amendment and Termination.
The Administrator may at any time amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval.
Subject to Section 21, the Company will obtain stockholder approval of the Plan and any Plan amendment to the extent necessary or desirable
to comply with Applicable Laws.
(c) Effect of Amendment
or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder
with respect to Awards granted under the Plan prior to the date of such termination.
19. Conditions Upon Issuance of Shares.
(a) Legal Compliance.
Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such
Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.
(b) Investment Representations.
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is required.
(c) Restrictive Legends.
All Award Agreements and all securities of the Company issued pursuant thereto shall bear such legends regarding restrictions on transfer
and such other legends as the appropriate officer of the Company shall determine to be necessary or advisable to comply with applicable
securities and other laws.
12
20. Inability to Obtain Authority. The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
21. Stockholder Approval. The Plan will
be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such
stockholder approval will be obtained in the manner and to the degree required under Applicable Laws, including without limitation Section
422 of the Code. In the event that stockholder approval is not obtained within twelve (12) months after the date the Plan is adopted by
the Board, all Incentive Stock Options granted hereunder shall be void ab initio and of no effect. Notwithstanding any other provisions
of the Plan, no Awards shall be exercisable until the date of such stockholder approval.
22. Notification of Election Under Section
83 of the Code. If any Service Provider shall, in connection with the acquisition of Shares under the Plan, make an election permitted
under either Section 83(b) or Section 83(i) of the Code, such Service Provider shall notify the Company of such election within ten (10)
days of filing notice of the election with the Internal Revenue Service and provide the Company with a copy thereof, in addition to any
filing and a notification required pursuant to regulations issued under the authority of Sections 83(b) or 83(i) of the Code, as applicable.
A Service Provider shall not be permitted to make a Section 83(b) election with respect to an Award of a Restricted Stock Unit.
23. Notification Upon Disqualifying Disposition
Under Section 421(b) of the Code. Each Service Provider shall notify the Company of any disposition of Shares issued pursuant to the
exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying
dispositions), within ten (10) days of such disposition.
24. 409A Timing Rule for Specified Employees.
If at the time of a Service Provider’s separation from service, such individual is considered a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that such Service Provider becomes entitled to under the
Plan or any Award is deemed payable on account of such individual’s separation from service, then no such payment shall be made
prior to the date that is the earlier of (i) six months and one day after the individual’s separation from service, or (ii) the
individual’s death.
25. Governing Law. The law of the State
of Nevada shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s
conflict of laws rules, subject to the Company’s intention that the Plan satisfy the requirements of jurisdictions outside of the
United States of America with respect to Awards subject to such jurisdictions.
26. General Provisions.
(a) No Rights as Stockholder.
Except as specifically provided in this plan, a Participant or a transferee of an Award shall have no rights as a stockholder with respect
to any shares covered by the Award until the date of the issuance of such shares to the Participant, and no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record
date is prior to the date such Stock is issued.
(b) Other Compensation
Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements,
subject to stockholder approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.
(c) Disqualifying Dispositions.
Any participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion of an Incentive
Stock Option within two (2) years from the date of grant of such Incentive Stock Option or within (1) year after the issuance of the shares
of Stock acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing as to the
occurrence of the sale and the price realized upon the sale of such shares of Stock.
13
(d) Regulatory Matters
Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless and
until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully compiled with to the
satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall have executed
and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board or Committee may require.
(e) Delivery. Upon
exercise of an Award granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of time
thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered
a reasonable period of time.
(f) Other Provisions.
The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent
with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable.
(g) Section 409A. Awards
under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and
such awards shall be construed accordingly. Granted rights may be modified at any time, in the Administrator’s direction, so as
to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code.
14
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
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X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
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dei_LocalPhoneNumber
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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Namespace Prefix:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
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Data Type:
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Balance Type:
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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