Sec Form 1a Regulation A Offering Statement (Page 19 of 29) in pdf

cant employee, including his or her principal occupations and employment during that period and the name and

principal business of any corporation or other organization in which such occupations and employment were

carried on. When an executive ofﬁcer or signiﬁcant employee has been employed by the issuer for less than ﬁve

years, a brief explanation must be included as to the nature of the responsibilities undertaken by the individual

in prior positions to provide adequate disclosure of this prior business experience. What is required is informa-

tion relating to the level of the employee’s professional competence, which may include, depending upon the

circumstances, such speciﬁc information as the size of the operation supervised.

(d) Involvement in certain legal proceedings. Describe any of the following events which occurred during the

past ﬁve years and which are material to an evaluation of the ability or integrity of any director, person nomi-

nated to become a director or executive ofﬁcer of the issuer:

(1) A petition under the federal bankruptcy laws or any state insolvency law was ﬁled by or against, or

a receiver, ﬁscal agent or similar ofﬁcer was appointed by a court for the business or property of such person,

or any partnership in which he was general partner at or within two years before the time of such ﬁling, or any

corporation or business association of which he was an executive ofﬁcer at or within two years before the time

of such ﬁ ling; or

(2) Such person was convicted in a criminal proceeding (excluding trafﬁc violations and other minor of-

fenses).

Item 11.

Compensation of Directors and Executive Ofﬁcers

(a) Provide, in substantially the tabular format indicated, the annual compensation of each of the three highest

paid persons who were executive ofﬁcers or directors during the issuer’s last completed ﬁ scal year.

______________________________________________________________________________________

Name

Capacities in which

Cash

Other

Total

compensation was received

compensation

(e.g., Chief Executive Ofﬁcer,

($)

director, etc.)

($)

______________________________________________________________________________________

(b) Provide the aggregate annual compensation of the issuer’s directors as a group for the issuer’s last complet-

ed ﬁscal year. Specify the total number of directors in the group.

or directors and the aggregate annual compensation of the issuer’s directors may be provided as a group, rather

than as speciﬁed in paragraphs (a) and (b) of this item. In such case, issuers must specify the total number of

persons in the group.

(d) Brieﬂy describe all proposed compensation to be made in the future pursuant to any ongoing plan or ar-

rangement to the individuals speciﬁed in paragraphs (a) and (b) of this item. The description must include a

summary of how each plan operates, any performance formula or measure in effect (or the criteria used to deter-

mine payment amounts), the time periods over which the measurements of beneﬁts will be determined, payment

schedules, and any recent material amendments to the plan. Information need not be included with respect to

any group life, health, hospitalization, or medical reimbursement plans that do not discriminate in scope, terms

or operation in favor of executive ofﬁcers or directors of the issuer and that are available generally to all salaried

employees.

Sec Form 1a Regulation A Offering Statement Page 19

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