Current Report 8k Sec (Page 16 of 22) in pdf

pursuant to which such director was selected as a director;

(3) the committees of the board of directors to which the new director has been, or at the time of this disclosure is expected to be,

named; and

(4) the information required by Item 404(a) of Regulation S-K (17 CFR 229.404(a)).

(5) a brief description of any material plan, contract or arrangement (whether or not written) to which the director is a party

or in which he or she participates that is entered into or material amendment in connection with the triggering event or any grant or

award to any such covered person or modiﬁ cation thereto, under any such plan, contract or arrangement in connection with any such

event.

(e) If the registrant enters into, adopts, or otherwise commences a material compensatory plan, contract or arrangement

(whether or not written), as to which the registrant’s principal executive ofﬁ cer, principal ﬁ nancial ofﬁ cer, or a named executive ofﬁ cer

participates or is a party, or such compensatory plan, contract or arrangement is materially amended or modiﬁ ed, or a material grant

or award under any such plan, contract or arrangement to any such person is made or materially modiﬁ ed, then the registrant shall

provide a brief description of the terms and conditions of the plan, contract or arrangement and the amounts payable to the ofﬁ cer

thereunder.

Instructions to paragraph (e).

1. Disclosure under this Item 5.02(e) shall be required whether or not the speciﬁ ed event is in connection with events otherwise

triggering disclosure pursuant to this Item 5.02.

2. Grants or awards (or modiﬁ cations thereto) made pursuant to a plan, contract or arrangement (whether involving cash or equity),

that are materially consistent with the previously disclosed terms of such plan, contract or arrangement, need not be disclosed under

this Item 5.02(e), provided the registrant has previously disclosed such terms and the grant, award or modiﬁ cation is disclosed when

Item 402 of Regulation S-K (17 CFR 229.402) requires such disclosure.

(f) If the salary or bonus of a named executive ofﬁ cer cannot be calculated as of the most recent practicable date and is

omitted from the Summary Compensation Table as speciﬁ ed in Instruction 1 to Item 402(c)(2)(iii) and (iv) of Regulation S-K, disclose

the appropriate information under this Item 5.02(f) when there is a payment, grant, award, decision or other occurrence as a result of

which such amounts become calculable in whole or part. Disclosure under this Item 5.02(f) shall include a new total compensation

ﬁ gure for the named executive ofﬁ cer, using the new salary or bonus information to recalculate the information that was previously

provided with respect to the named executive ofﬁ cer in the registrant’s Summary Compensation Table for which the salary and bonus

information was omitted in reliance on Instruction 1 to Item 402(c)(2)(iii) and (iv) of Regulation S-K (17 CFR 229.402(c)(2)(iii) and

(iv)).

Instructions to Item 5.02.

1. The disclosure requirements of this Item 5.02 do not apply to a registrant that is a wholly-owned subsidiary of an issuer with a class

of securities registered under Section 12 of the Exchange Act (15 U.S.C. 78l), or that is required to ﬁ le reports under Section 15(d) of

the Exchange Act (15 U.S.C. 78o(d)).

2. To the extent that any information called for in Item 5.02(c)(3) or Item 5.02(d)(3) or Item 5.02(d)(4) is not determined or is unavailable

at the time of the required ﬁ ling, the registrant shall include a statement this effect in the ﬁ ling and then must ﬁ le an amendment to

its Form 8-K ﬁ ling under this Item 5.02 containing such information within four business days after the information is determined or

becomes available.

3. The registrant need not provide information with respect to plans, contracts, and arrangements to the extent they do not discriminate

in scope, terms or operation, in favor of executive ofﬁ cers or directors of the registrant and that are available generally to all salaried

employees.

4. For purposes of this Item, the term “named executive ofﬁ cer” shall refer to those executive ofﬁ cers for whom disclosure was required

in the registrant’s most recent ﬁ ling with the Commission under the Securities Act (15 U.S.C. 77a et seq.) or Exchange Act (15 U.S.C.

78a et seq.) that required disclosure pursuant to Item 402(c) of Regulation S-K (17 CFR 229.402(c)).

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