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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):
June 5, 2024 (May 30, 2024)
SILVERSUN
TECHNOLOGIES, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
001-38063 |
|
16-1633636 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
120 Eagle Rock Ave
East Hanover, NJ 07936
(Address of Principal Executive Offices)
(973) 396-1720
Registrant’s telephone number, including
area code
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 shares (par value $0.00001 per share) |
|
SSNT |
|
The NASDAQ Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities 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. ☐
Introduction
As previously
disclosed, SilverSun Technologies, Inc. (the “Company”) entered into an Amended and Restated Investment Agreement
(as amended from time to time, the “Investment Agreement”), dated April 14, 2024, with Jacobs Private Equity II, LLC,
a Delaware limited liability company (“JPE”) (on behalf of itself and on behalf of the other investors party thereto
(each, an “Other Investor,” and collectively, the “Other Investors,” and together with “JPE,”
the “Investors”)), providing for, among other things, an aggregate investment
by the Investors of $1,000,000,000 in cash in the Company (the “Equity Investment”).
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the special meeting of the stockholders of
the Company on May 30, 2024, the stockholders approved the QXO, Inc. 2024 Omnibus Incentive Plan (the “Plan”), subject
to, and effective upon the occurrence of, the closing of the Equity Investment. The Plan is described in detail in the Definitive Proxy
Statement (the “Definitive Proxy Statement”) of the Company filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 30, 2024, which description is incorporated herein by reference. The description of the Plan is
qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference
herein.
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations,
targets or goals, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time
the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements
by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “target,” “goal,” or “continue,” or the negative of these terms or other
comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important
factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could
cause actual results to differ materially from those described herein include, among others:
| ● | uncertainties as to the completion of the Equity Investment and the other transactions contemplated by the Investment Agreement, including
the risk that one or more of the transactions may involve unexpected costs, liabilities or delays; |
| ● | risks associated with potential significant volatility and fluctuations in the market price of the Company’s
common stock; |
| ● | risks associated with the Company’s relatively low public float, which may result in its common
stock experiencing significant price volatility; |
| | |
| ● | the possibility that competing transaction proposals for the Company may be made; |
| ● | risks associated with raising additional equity or debt capital from public or private markets to pursue
the Company’s business plan following the closing of the Equity Investment, including in an amount that may significantly exceed
the amount of the Equity Investment, and the effects that raising such capital may have on the Company and its business, including the
risk of substantial dilution or that the Company’s common stock may experience a substantial decline in trading price; |
| ● | the possibility that additional future financings may not be available to the Company on acceptable terms
or at all; |
| ● | the effects that the announcement, pendency or consummation of the Equity Investment and the other transactions
contemplated by the Investment Agreement may have on the Company and its current or future business or on the price of the Company’s
common stock; |
|
● |
the possibility that an active, liquid trading market for the Company's common stock may not develop or, if developed, may not be sustained; |
|
● |
the possibility that the warrants and the preferred stock contemplated by the Investment Agreement, if issued, may or may not be converted or exercised, and the economic impact on the Company and the holders of common stock of the Company that may result from either such exercise or conversion, including dilution, or the continuance of the preferred stock remaining outstanding, and the impact its terms, including its dividend, may have on the Company and the common stock of the Company; |
| ● | the possibility that all of the closing conditions to the Equity Investment or the other transactions
contemplated by the Investment Agreement may not be satisfied or waived, or any other required third-party, regulatory or other consents
or approvals may not be obtained within the relevant timeframe, or at all; |
| ● | the effects that a termination of the Investment Agreement may have on the Company, including the risk
that the price of the Company’s common stock may decline significantly if the Equity Investment is not completed; |
| ● | uncertainties regarding the Company’s focus, strategic plans and other management actions; |
| ● | the risk that the Company, following the closing of the Equity Investment, is or becomes highly dependent
on the continued leadership of Brad Jacobs as chairman and chief executive officer and the possibility that the loss of Jacobs in these
roles could have a material adverse effect on the Company’s business, financial condition and results of operations; |
|
● |
the risks associated with, following the closing of the Equity Investment, being a “controlled company” as defined under applicable stock exchange rules, including that Jacobs will be able to influence the Company’s management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions; |
|
● |
the risk that certain rules of the U.S. Securities and Exchange Commission (the “SEC”) may require that any registration statement the Company may file with the SEC be subject to SEC review and potential delay in its effectiveness, and that a registration statement must be filed and declared effective for any acquisition (including an all-cash acquisition), which would delay its consummation and could reduce the Company’s attractiveness as an acquirer for potential acquisition targets; |
| ● | the possibility that the concentration of ownership by Jacobs may have the effect of delaying or preventing
a change in control of the Company and might affect the market price of shares of the common stock of the Company; |
| ● | the possibility that the Company’s status as a “controlled company” could cause the
common stock of the Company to be less attractive to certain investors; |
| ● | the risk that Jacobs’ past performance may not be representative of future results; |
| ● | the risk that the Company is unable to retain world-class talent; |
| ● | the risk that the failure to consummate any acquisition expeditiously, or at all, could have a material
adverse effect on the Company’s business prospects, financial condition, results of operations or the price of the Company’s
common stock; |
| ● | the risks that the Company may not be able to enter into agreements with acquisition targets on
attractive terms, or at all, that agreed acquisitions may not be consummated, or, if consummated, that the anticipated benefits
thereof may not be realized and that the Company encounter difficulties in integrating and operating such acquired companies, or
that matters related to an acquired business (including operating results or liabilities or contingencies) may have a negative
effect on the Company or its securities or ability to implement its business strategy, including that any such transaction may be
dilutive or have other negative consequences to the Company and its value or the trading prices of its securities; |
| ● | risks associated with cybersecurity and technology, including attempts by third parties to defeat the
security measures of the Company and its business partners, and the loss of confidential information and other business disruptions; |
| ● | the possibility that new investors in any future financing transactions could gain rights, preferences
and privileges senior to those of the Company’s existing stockholders; |
| ● | the possibility that building products distribution industry demand may soften or shift substantially
due to cyclicality or seasonality or dependence on general economic conditions, including inflation or deflation, interest rates, consumer
confidence, labor and supply shortages, weather and commodity prices; |
| ● | the possibility that regional or global barriers to trade or a global trade war could increase the cost
of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the
financial results of businesses in the industry; |
| ● | risks associated with potential litigation related to the transactions contemplated by the Investment
Agreement or related to any possible subsequent financing transactions or acquisitions or investments; |
| ● | uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical
conditions; and |
| ● | other factors, including those set forth in the Company’s filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2024, and subsequent Quarterly Reports on Form 10-Q. |
Forward-looking statements herein speak
only as of the date each statement is made. Neither the Company nor any person undertakes any obligation to update any of these
statements in light of new information or future events, except to the extent required by applicable law.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
+ | Indicates a management contract or any compensatory plan,
contract or arrangement. |
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.
|
SILVERSUN TECHNOLOGIES, INC. |
|
|
Date: June 5, 2024 |
By: |
/s/ Mark Meller |
|
|
Mark Meller |
|
|
President, Chief Executive Officer |
4
Exhibit 10.1
QXO, Inc.
2024 OMNIBUS INCENTIVE COMPENSATION PLAN
SECTION 1. Purpose. The purpose of
this QXO, Inc. 2024 Omnibus Incentive Compensation Plan (the “Plan”) is to promote the interests of the Company and
its stockholders by (a) attracting and retaining exceptional directors, officers, employees and consultants (including prospective
directors, officers, employees and consultants) of the Company (as defined below) and its Affiliates (as defined below) and (b) enabling
such individuals to participate in the long-term growth and financial success of the Company.
SECTION 2. Definitions. As used herein,
the following terms shall have the meanings set forth below:
“Affiliate” means (a) any
entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and/or (b) any entity
in which the Company has a significant equity interest, in each case, as determined by the Committee.
“Award” means any award that
is permitted under SECTION 6 and was granted under the Plan.
“Award Agreement” means any
written or electronic agreement, contract or other instrument or document evidencing any Award, which may (but need not) require execution
or acknowledgment by a Participant.
“Applicable Exchange” means
the Nasdaq Stock Market LLC or any other national stock exchange or quotation system on which the Shares may be listed or quoted.
“Board” means the Board of
Directors of the Company.
“Cash Incentive Award” means
an Award (a) that is granted pursuant to SECTION 6(f) of the Plan, (b) that is settled in cash and (c) the value of
which is set by the Committee and is not calculated by reference to the Fair Market Value of Shares.
“Change of Control” shall (a) have
the meaning set forth in an Award Agreement; provided, however, that except in the case of a transaction described in subparagraph (b)(iii)
below, any definition of Change of Control set forth in an Award Agreement shall provide that a Change of Control shall not occur until
consummation or effectiveness of a change in control of the Company, rather than upon the announcement, commencement, stockholder approval
or other potential occurrence of any event or transaction that, if completed, would result in a change in control of the Company, or (b) if
there is no definition set forth in an Award Agreement, mean the occurrence of any of the following events:
(i) during
any period, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”)
cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent
to the first day of such period whose election, or nomination by the Board for election by the Company’s stockholders, was approved
by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director,
but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person (as defined below) other than the Board (including without limitation any settlement thereof);
(ii) the
consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction (but not, for the
avoidance of doubt, a sale of assets) involving the Company (each, a “Reorganization”) if such Reorganization
requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether
such approval is required for such Reorganization or for the issuance of securities of the Company in such Reorganization), unless,
immediately following such Reorganization, (1) individuals and entities who were the “beneficial owners” (as such
term is defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of the securities eligible to vote for the
election of the Board (“Company Voting Securities”) outstanding immediately prior to the consummation of such
Reorganization continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then
outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation that,
as a result of such transaction, owns the Company either directly or through one or more subsidiaries) (the “Continuing
Company”) in substantially the same proportion as the voting power of such Company Voting Securities among the holders
thereof immediately prior to the Reorganization (excluding, for such purposes, any outstanding voting securities of the Continuing
Company that such beneficial owners hold immediately following the consummation of the Reorganization as a result of their ownership
prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such
Reorganization other than the Company), (2) no “person” (as such term is used in Section 13(d) of the Exchange
Act) (each, a “Person”) (excluding (x) any employee benefit plan (or related trust) sponsored or maintained
by the Continuing Company or any corporation controlled by the Continuing Company and (y) any one or more Specified
Stockholders) beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding voting
securities of the Continuing Company and (3) at least 50% of the members of the board of directors of the Continuing Company
(or equivalent body) were Incumbent Directors at the time of the execution of the definitive agreement providing for such
Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such
Reorganization;
(iii) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution
is part of a transaction or series of transactions described in paragraph (ii) above that does not otherwise constitute a Change
of Control; or
(iv) any
Person, corporation or other entity or “group” (as used in Section 14(d)(2) of the Exchange Act) (other than (A) the
Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate, (C) any
company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of
the voting power of the Company Voting Securities or (D) any one or more Specified Stockholders, including any group in which a Specified
Stockholder is a member) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of
the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (iv),
the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, (y) any acquisition
by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by
a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of
the underlying obligation or (z) any acquisition pursuant to a Reorganization that does not constitute a Change of Control for purposes
of subparagraph (ii) above.
“Code” means the Internal Revenue
Code of 1986, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.
“Committee” means the Compensation
Committee of the Board or a subcommittee thereof, or such other committee of the Board as may be designated by the Board to administer
the Plan.
“Company” means QXO, Inc. (formerly
known as SilverSun Technologies, Inc.), a corporation organized under the laws of Delaware, together with any successor thereto.
“Deferred Share Unit” means
a deferred share unit Award that represents an unfunded and unsecured promise to deliver Shares in accordance with the terms of the applicable
Award Agreement.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.
“Exercise Price” means (a) in
the case of each Option, the price specified in the applicable Award Agreement as the price-per-Share at which Shares may be purchased
pursuant to such Option or (b) in the case of each SAR, the price specified in the applicable Award Agreement as the reference price-per-Share
used to calculate the amount payable to the applicable Participant pursuant to such SAR.
“Fair Market Value” means,
except as otherwise provided in the applicable Award Agreement, (a) with respect to any property other than Shares, the fair market
value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (b) with
respect to Shares as of any date, (i) the closing per-share sales price of the Shares as reported by the Applicable Exchange for
such stock exchange for such date or if there were no sales on such date, on the closest preceding date on which there were sales of Shares
or (ii) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined
in good faith by the Committee.
“Incentive Stock Option” means
an option to purchase Shares from the Company that (a) is granted under SECTION 6(b) of the Plan and (b) is intended to
qualify for special Federal income tax treatment pursuant to Sections 421 and 422 of the Code, as now constituted or subsequently
amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement.
“Independent Director” means
a member of the Board (a) who is neither an employee of the Company nor an employee of any Affiliate, and (b) who, at the time
of acting, is a “Non-Employee Director” under Rule 16b-3.
“Nonqualified Stock Option”
means an option to purchase Shares from the Company that (a) is granted under SECTION 6(b) of the Plan and (b) is not an
Incentive Stock Option.
“Option” means an Incentive
Stock Option or a Nonqualified Stock Option or both, as the context requires.
“Participant” means any director,
officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company or its Affiliates
who is eligible for an Award under SECTION 5 and who is selected by the Committee to receive an Award under the Plan.
“Performance Criteria” means
any criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period
with respect to any Performance Award.
“Performance Formula” means,
for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to
the Performance Award of a particular Participant, whether all, some portion but less than all, or none of such Award has been earned
for the Performance Period.
“Performance Goal” means, for
a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.
“Performance Period” means
the one or more periods of time as the Committee may select over which the attainment of one or more Performance Goals shall be measured
for the purpose of determining a Participant’s right to and the payment of a Performance Award.
“Performance Award” means an
Award under SECTION 6(e) of the Plan that is subject to the achievement of Performance Goals, which value may be paid to the Participant
by delivery of such property as the Committee shall determine, including without limitation, cash or Shares, or any combination thereof,
upon achievement of such Performance Goals during the relevant Performance Period as the Committee shall establish at the time of such
Award or thereafter.
“Preferred Shares” means shares
of convertible perpetual preferred stock of the Company, par value $0.001, that are convertible into Shares.
“Restricted Share” means a
Share that is granted under SECTION 6(d) of the Plan that is subject to certain transfer restrictions, forfeiture provisions and/or
other terms and conditions specified herein and in the applicable Award Agreement.
“RSU” means a restricted stock
unit Award that is granted under SECTION 6(d) of the Plan and is designated as such in the applicable Award Agreement and that represents
an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms
of the applicable Award Agreement.
“Rule 16b-3” means Rule 16b-3
as promulgated and interpreted by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to
time.
“SAR” means a stock appreciation
right Award that is granted under SECTION 6(c) of the Plan and that represents an unfunded and unsecured promise to deliver Shares,
cash, other securities, other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share over the
Exercise Price per Share of the SAR, subject to the terms of the applicable Award Agreement.
“SEC” means the Securities
and Exchange Commission or any successor thereto and shall include the staff thereof.
“Shares” means shares of common
stock of the Company, $0.00001 par value, or such other securities of the Company (a) into which such shares shall be changed by
reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction or (b) as
may be determined by the Committee pursuant to SECTION 4(b).
“Specified Stockholder” means
Bradley S. Jacobs, Jacobs Private Equity II LLC and its Affiliates, or any other entity or organization controlled, directly or indirectly,
by Bradley S. Jacobs.
“Subsidiary” means any entity
in which the Company, directly or indirectly, possesses 50% or more of the total combined voting power of all classes of its stock.
“Treasury Regulations” means
all proposed, temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
SECTION 3. Administration.
(a) Composition
of the Committee. The Plan shall be administered by the Committee, which shall be composed of one or more directors, as determined
by the Board; provided that, to the extent necessary to comply with the rules of the Applicable Exchange and Rule 16b-3 and
to satisfy any other applicable laws or rules, the Committee shall be composed of two or more directors, all of whom shall be Independent
Directors and all of whom shall meet the independence requirements of the Applicable Exchange.
(b) Authority
of the Committee. Subject to the terms of the Plan and applicable law, and in addition to the other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including the authority
to (i) designate Participants, (ii) determine the type or types of Awards to be granted to a Participant, (iii) determine
the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with,
Awards, (iv) determine the terms and conditions of any Awards, (v) determine the vesting schedules of Awards and, if certain
performance criteria must be attained in order for an Award to vest or be settled or paid, establish such performance criteria and certify
whether, and to what extent, such performance criteria have been attained, (vi) determine whether, to what extent and under what
circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited
or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (vii) determine
whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable
with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee, (viii) interpret,
administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement
relating to, or Award made under, the Plan, (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan, (x) accelerate the vesting or exercisability of, payment
for or lapse of restrictions on, Awards, (xi) amend an outstanding Award or grant a replacement Award for an Award previously granted
under the Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or
the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications
or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than
initially anticipated and (xii) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan.
(c) Committee
Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award shall be within the sole and plenary discretion of the Committee, may be made at any time
and shall be final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award and any stockholder.
(d) Indemnification.
No member of the Board, the Committee or any employee of the Company (each such person, a “Covered Person”) shall be
liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each
Covered Person shall be indemnified and held harmless by the Company from and against (i) any loss, cost, liability or expense (including
attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit
or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken
or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company’s
approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding
against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control
over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to a Covered
Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject
to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from
such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited
by law or by the Company’s Restated Certificate of Incorporation or Amended and Restated Bylaws, in each case, as may be amended
from time to time. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered
Persons may be entitled under the Company’s Restated Certificate of Incorporation or Amended and Restated Bylaws, as a matter of
law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.
(e) Delegation
of Authority to Officers. The Committee may delegate, on such terms and conditions as it determines in its sole and plenary discretion,
to one or more officers of the Company the authority to make grants of Awards to officers (other than any officer subject to Section 16
of the Exchange Act), employees and consultants of the Company and its Affiliates (including any prospective officer (other than any such
officer who is expected to be subject to Section 16 of the Exchange Act), employee or consultant) and all necessary and appropriate
decisions and determinations with respect thereto.
(f) Awards
to Non-Employee Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole and plenary discretion,
at any time and from time to time, grant Awards to non-employee directors or administer the Plan with respect to such Awards. In any such
case, the Board shall have all the authority and responsibility granted to the Committee herein.
SECTION 4. Shares Available for Awards;
Cash Payable Pursuant to Awards.
(a) Shares
Available. Subject to adjustment as provided in SECTION 4(b), the maximum aggregate number of Shares that may be delivered pursuant
to Awards granted under the Plan shall be equal to 30,000,000 (the “Plan Share Limit”), of which 30,000,000 Shares
may be delivered pursuant to Incentive Stock Options granted under the Plan (such amount, the “Plan ISO Limit”). The
number of Shares covered by the Plan Share Limit shall automatically increase on January 1 of each calendar year commencing with January
1, 2025 and on each January 1 thereafter until the Expiration Date (as defined in Section 10) in an amount equal to three percent (3%)
of the sum of (1) the number of Shares outstanding on December 31 of the preceding calendar year and (2) the number of Shares into which
the Preferred Shares outstanding on December 31 of the preceding calendar year are convertible. Notwithstanding the foregoing, the Board
or the Committee may in its sole discretion act prior to the first day of any calendar year to provide that there shall be no increase
in the number of Shares for such calendar year or that the increase in the number of Shares for such calendar year shall be a lesser number
of Shares than would otherwise occur pursuant to the preceding sentence. The following Shares shall not be treated as delivered pursuant
to Awards granted under the Plan for purposes of applying the Plan Share Limit: (i) Shares subject to an Award that is forfeited (or otherwise
expires, terminates or is canceled without the delivery of all Shares subject thereto), (ii) Shares issued or issuable upon exercise,
vesting or settlement of an Award that are surrendered to the Company in payment of the Exercise Price of an Award (including any SAR)
or any taxes required to be withheld in respect of an Award, and (iii) Shares subject to an Award that is settled in cash. In any calendar
year, the total (A) grant date value of Shares covered by Awards granted to any non-employee director in such year, plus (B) the total
cash compensation paid to such non-employee director during such calendar year, shall not exceed $1,000,000.
(b) Adjustments
for Changes in Capitalization and Similar Events.
(i) In
the event of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities or
other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably
adjust any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or property)
with respect to which Awards may be granted, including (1) the Plan Share Limit, and (2) the Plan ISO Limit, and (B) the
terms of any outstanding Award, including (1) the number of Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price, if applicable,
with respect to any Award, and (3) the Performance Goals applicable to any Award; provided, however, that the Committee
shall determine the method and manner in which to effect such equitable adjustment.
(ii) In
the event that the Committee determines that any reorganization, merger, consolidation, combination, repurchase or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares (including any Change of Control) such that an adjustment is determined by the
Committee in its discretion to be appropriate or desirable, then the Committee may (A) in such manner as it may deem appropriate
or desirable, equitably adjust any or all of (1) the number of Shares or other securities of the Company (or number and kind of other
securities or property) with respect to which Awards may be granted, including (i) the Plan Share Limit, and (ii) the Plan ISO
Limit, and (2) the terms of any outstanding Award, including (i) the number of Shares or other securities of the Company (or
number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate, (ii) the Exercise
Price, if applicable, with respect to any Award and (iii) the Performance Goals applicable to any Award, (B) if deemed appropriate
or desirable by the Committee, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancelation
of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration
for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by
the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR, and (C) if deemed
appropriate or desirable by the Committee, cancel and terminate any Option or SAR having a per-Share Exercise Price equal to, or in excess
of, the Fair Market Value of a Share subject to such Option or SAR without any payment or consideration therefor.
(c) Substitute
Awards. Awards may, in the discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by the Company or any of its Affiliates or a company acquired by the Company or any of its Affiliates or with
which the Company or any of its Affiliates combines (“Substitute Awards”); provided, however, that in
no event may any Substitute Award be granted in a manner that would violate the prohibitions on repricing of Options and SARs, as set
forth in clauses (i), (ii) and (iii) of SECTION 7(b). The number of Shares underlying any Substitute Awards shall
be counted against the Plan Share Limit; provided, however, that Substitute Awards issued in connection with the assumption
of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any of its Affiliates
or with which the Company or any of its Affiliates combines shall not be counted against the Plan Share Limit; provided further,
however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options
intended to qualify for special tax treatment under Sections 421 and 422 of the Code that were previously granted by an entity that
is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall be counted against
the maximum aggregate number of Shares available for Incentive Stock Options under the Plan.
(d) Sources
of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
SECTION 5. Eligibility. Any director,
officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company or any of its Affiliates
shall be eligible to be designated a Participant.
SECTION 6. Awards.
(a) Types of
Awards. Awards may be made under the Plan in the form of (i) Options, (ii) SARs, (iii) Restricted Shares, (iv) RSUs,
(v) Deferred Share Units, (vi) Performance Awards (vii) Cash Incentive Awards and (viii) other equity-based or equity-related
Awards that the Committee determines are consistent with the purpose of the Plan and the interests of the Company. Awards may be granted
in tandem with other Awards. No Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by the Company
in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is ineligible to receive
an Incentive Stock Option under the Code.
(b) Options.
(i) Grant.
Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom
Options shall be granted, (B) subject to SECTION 4(a), the number of Shares subject to each Option to be granted to each Participant,
(C) whether each Option shall be an Incentive Stock Option or a Nonqualified Stock Option and (D) the terms and conditions of
each Option, including the vesting criteria, term, methods of exercise and methods and form of settlement. In the case of Incentive Stock
Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422
of the Code and any regulations related thereto, as may be amended from time to time. Each Option granted under the Plan shall be a Nonqualified
Stock Option unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an
Option is intended to be an Incentive Stock Option, and if, for any reason, such Option (or any portion thereof) shall not qualify as
an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Nonqualified
Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s
requirements relating to Nonqualified Stock Options.
(ii) Exercise
Price. The Exercise Price of each Share covered by each Option shall be not less than 100% of the Fair Market Value of such Share
(determined as of the date the Option is granted); provided, however, in the case of each Incentive Stock Option granted
to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes
of stock of the Company or any Affiliate, the per-Share Exercise Price shall be no less than 110% of the Fair Market Value per Share on
the date of the grant.
(iii) Vesting
and Exercise. Subject to Section 6(i), each Option shall be vested and exercisable at such times, in such manner and subject
to such terms and conditions as the Committee may, in its sole and plenary discretion, specify in the applicable Award Agreement or thereafter.
Except as otherwise specified by the Committee in the applicable Award Agreement, each Option may only be exercised to the extent that
it has already vested at the time of exercise. Each Option shall be deemed to be exercised when written or electronic notice of such exercise
has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment
pursuant to SECTION 6(b)(iv) for the Shares with respect to which the Award is exercised has been received by the Company. Exercise
of each Option in any manner shall result in a decrease in the number of Shares that thereafter may be available for sale under the Option
and, except as expressly set forth in SECTION 4(a) and SECTION 4(c), in the number of Shares that may be available for purposes
of the Plan, by the number of Shares as to which the Option is exercised. The Committee may impose such conditions with respect to the
exercise of each Option, including any conditions relating to the application of Federal or state securities laws, as it may deem necessary
or advisable.
(iv) Payment.
(A) No
Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate Exercise Price therefor is received
by the Company, and the Participant has paid to the Company (or the Company has withheld in accordance with SECTION 9(d)) an amount
equal to any Federal, state, local and foreign income and employment taxes required to be withheld. Such payments may be made in cash
(or its equivalent) or, in the Committee’s sole and plenary discretion, (1) by exchanging Shares owned by the Participant (which
are not the subject of any pledge or other security interest), (2) if there shall be a public market for the Shares at such time,
subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares
otherwise deliverable upon the exercise of the Option and to deliver cash promptly to the Company, (3) by having the Company withhold
Shares from the Shares otherwise issuable pursuant to the exercise of the Option or (4) through any other method (or combination
of methods) as approved by the Committee; provided that the combined value of all cash and cash equivalents and the Fair Market
Value of any such Shares so tendered to the Company, together with any Shares withheld by the Company in accordance with this SECTION 6(b)(iv)
or SECTION 9(d), as of the date of such tender, is at least equal to such aggregate Exercise Price and the amount of any Federal,
state, local or foreign income or employment taxes required to be withheld, if applicable.
(B) Wherever
in the Plan or any Award Agreement a Participant is permitted to pay the Exercise Price of an Option or taxes relating to the exercise
of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement
by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further
payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.
(v) Expiration.
Except as otherwise set forth in the applicable Award Agreement, each Option shall expire immediately, without any payment, upon
the earlier of (A) the tenth anniversary of the date the Option is granted (or, in the case of each Incentive Stock Option granted
to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes
of stock of the Company or any Affiliate, the fifth anniversary of the date the Option is granted) and (B) three months after the
date the Participant who is holding the Option ceases to be a director, officer, employee or consultant of the Company or one of its
Affiliates. In no event may an Option be exercisable after the tenth anniversary of the date the Option is granted.
(c) SARs.
(i) Grant.
Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom
SARs shall be granted, (B) subject to SECTION 4(a), the number of SARs to be granted to each Participant, (C) the Exercise
Price thereof and (D) the conditions and limitations applicable to the exercise thereof.
(ii) Exercise
Price. The Exercise Price of each Share covered by a SAR shall be not less than 100% of the Fair Market Value of such Share (determined
as of the date the SAR is granted).
(iii) Vesting
and Exercise. Each SAR shall entitle the Participant to receive an amount upon exercise equal to the excess, if any, of the Fair Market
Value of a Share on the date of exercise of the SAR over the Exercise Price thereof. The Committee shall determine, in its sole and plenary
discretion, whether a SAR shall be settled in cash, Shares, other securities, other Awards, other property or a combination of any of
the foregoing. Subject to Section 6(i), each SAR shall be vested and exercisable at such times, in such manner and subject to such
terms and conditions as the Committee may, in its discretion, specify in the applicable Award Agreement or thereafter.
(iv) Other Terms
and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine, at or after the
grant of a SAR, the vesting criteria, term, methods of exercise, methods and form of settlement and any other terms and conditions of
any SAR; provided, however, that in no event may any SAR be exercisable after the tenth anniversary of the date the SAR
is granted. Any determination by the Committee that is made pursuant to this SECTION 6(c)(iv) may be changed by the Committee from
time to time and may govern the exercise of SARs granted or exercised thereafter.
(v) Substitution
SARs. The Committee shall have the ability to substitute, without the consent of the affected Participant or any holder or beneficiary
of SARs, SARs settled in Shares (or SARs settled in Shares or cash in the Committee’s discretion) (“Substitution SARs”)
for outstanding Nonqualified Stock Options (“Substituted Options”); provided that (A) the substitution
shall not otherwise result in a modification of the terms of any Substituted Option, (B) the number of Shares underlying the Substitution
SARs shall be the same as the number of Shares underlying the Substituted Options and (C) the Exercise Price of the Substitution
SARs shall be equal to the Exercise Price of the Substituted Options. If, in the opinion of the Company’s auditors, this provision
creates adverse accounting consequences for the Company, it shall be considered null and void.
(vi) Expiration.
Except as otherwise set forth in the applicable Award Agreement, each SAR shall expire immediately, without any payment, upon the earlier
of (A) the tenth anniversary of the date the SAR is granted and (B) three months after the date the Participant who is holding
the SAR ceases to be a director, officer, employee or consultant of the Company or one of its Affiliates. In no event may a SAR be exercisable
after the tenth anniversary of the date the SAR is granted.
(d) Restricted Shares and RSUs.
(i) Grant.
Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom
Restricted Shares and RSUs shall be granted, (B) subject to SECTION 4(a), the number of Restricted Shares and RSUs to be granted
to each Participant, (C) the duration of the period during which, and the conditions, if any, under which, the Restricted Shares
and RSUs may vest or may be forfeited to the Company and (D) the terms and conditions of each such Award, including the vesting criteria,
term, methods of exercise and methods and form of settlement.
(ii) Transfer
Restrictions. Restricted Shares and RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered except as provided
in the Plan or as may be provided in the applicable Award Agreement; provided, however, that the Committee may in its discretion,
determine that Restricted Shares and RSUs may be transferred by the Participant for no consideration. Each Restricted Share may be evidenced
in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the applicable
Participant, such certificates must bear an appropriate legend referring to the terms, conditions and restrictions applicable to such
Restricted Shares, and the Company may, at its discretion, retain physical possession of such certificates until such time as all applicable
restrictions lapse.
(iii) Payment/Lapse
of Restrictions. Each RSU shall be granted with respect to a specified number of Shares (or a number of Shares determined pursuant
to a specified formula) or shall have a value equal to the Fair Market Value of a specified number of Shares (or a number of Shares determined
pursuant to a specified formula). RSUs shall be paid in cash, Shares, other securities, other Awards or other property, as determined
in the sole and plenary discretion of the Committee, upon the lapse of restrictions applicable thereto, or otherwise in accordance with
the applicable Award Agreement.
(e) Performance Awards.
(i) Grant.
Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine the Participants to whom Performance
Awards shall be granted.
(ii) Performance
Goals. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met during a Performance
Period, will determine in accordance with SECTION 4(a) the number of Shares and/or amount of cash or other property that will be
paid out to the Participant pursuant to the Performance Award.
(iii) Earning
of Performance Awards. Subject to the provisions of the Plan, after the applicable Performance Period has ended, the holder of Performance
Awards shall be entitled to receive, subject to the terms and conditions of, and at the times specified in, the applicable Award Agreement,
a payout of the Shares, cash or other property earned by the Participant over the Performance Period pursuant to the Performance Award,
to be determined by the Committee, in its sole and plenary discretion, as a function of the extent to which the corresponding Performance
Goals have been achieved.
(iv) Form and
Timing of Payment of Performance Awards. Subject to the provisions of the Plan, the Committee, in its sole and plenary discretion,
may pay earned Performance Awards in the form of Shares, cash or other property (or in a combination thereof) that have an aggregate Fair
Market Value equal to the value of the earned Performance Awards at the close of the applicable Performance Period. Such Shares may be
granted subject to any restrictions in the applicable Award Agreement deemed appropriate by the Committee. The determination of the Committee
with respect to the form and timing of payout of such Awards shall be set forth in the applicable Award Agreement.
(f) Cash Incentive Awards.
(i) Grant.
Subject to the provisions of the Plan, the Committee, in its sole and plenary discretion, shall have the authority to determine (A) the
Participants to whom Cash Incentive Awards shall be granted, (B) subject to SECTION 4(a), the number of Cash Incentive Awards
to be granted to each Participant, (C) the duration of the period during which, and the conditions, if any, under which, the Cash
Incentive Awards may vest or may be forfeited to the Company and (D) the other terms and conditions of the Cash Incentive Awards.
Each Cash Incentive Award shall have an initial value that is established by the Committee at the time of grant. The Committee shall set
performance goals or other payment conditions in its discretion, which, depending on the extent to which they are met during a specified
performance period, shall determine the number and/or value of Cash Incentive Awards that shall be paid to the Participant.
(ii) Earning
of Cash Incentive Awards. Subject to the provisions of the Plan, after the applicable vesting period has ended, the holder of Cash
Incentive Awards shall be entitled to receive a payout of the number and value of Cash Incentive Awards earned by the Participant over
the specified performance period, to be determined by the Committee, in its sole and plenary discretion, as a function of the extent to
which the corresponding performance goals or other conditions to payment have been achieved.
(g) Other Stock-Based
Awards. Subject to the provisions of the Plan, the Committee shall have the sole and plenary authority to grant to Participants other
equity-based or equity-related Awards (including, but not limited to, Deferred Share Units and fully vested Shares) (whether payable in
cash, equity or otherwise) in such amounts and subject to such terms and conditions as the Committee shall determine; provided
that any such Awards must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.
(h) Dividends
and Dividend Equivalents. In the sole and plenary discretion of the Committee, an Award, other than an Option or SAR or a Cash Incentive
Award, may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities, other Awards or
other property, on such terms and conditions as may be determined by the Committee in its sole and plenary discretion, including, (i) payment
directly to the Participant, or (ii) reinvestment in additional Shares, Restricted Shares or other Awards; provided, however, that
no dividend or dividend equivalent may be delivered or paid in respect of an Award prior to the vesting of such Award.
SECTION 7. Amendment and Termination.
(a) Amendments
to the Plan. Subject to any applicable law or government regulation and to the rules of the Applicable Exchange, the Plan may be amended,
modified or terminated by the Board without the approval of the stockholders of the Company, except that stockholder approval shall be
required for any amendment that would (i) increase the Plan Share Limit or the Plan ISO Limit, (ii) change the class of employees
or other individuals eligible to participate in the Plan, (iii) constitute a material increase in the benefits to be provided to
eligible employees within the meaning of the Applicable Exchange rules as of the date hereof, or (iv) result in the amendment, cancelation
or action described in clause (i), (ii) or (iii) of the second sentence of SECTION 7(b) being permitted without approval
by the Company’s stockholders; provided, however, that any adjustment under SECTION 4(b) shall not constitute
an increase for purposes of SECTION 7(a)(i). No amendment, modification or termination of the Plan may, without the consent of the
Participant to whom any Award shall theretofore have been granted, materially and adversely affect the rights of such Participant (or
his or her transferee) under such Award, unless otherwise provided by the Committee in the applicable Award Agreement.
(b) Amendments
to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate
any Award theretofore granted, prospectively or retroactively; provided, however, that, except as set forth in the Plan,
unless otherwise provided by the Committee in the applicable Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance,
cancelation or termination that would materially and adversely impair the rights of any Participant or any holder or beneficiary of any
Award theretofore granted shall not to that extent be effective without the consent of the applicable Participant, holder or beneficiary.
Notwithstanding the preceding sentence, in no event may any Option or SAR (i) be amended to decrease the Exercise Price thereof,
(ii) be cancelled at a time when its Exercise Price exceeds the Fair Market Value of the underlying Shares in exchange for another
Option or SAR or any Restricted Share, RSU, other equity-based Award, award under any other equity-compensation plan or any cash payment
or (iii) be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option or
SAR, unless such amendment, cancellation or action is approved by the Company’s stockholders. For the avoidance of doubt, an adjustment
to the Exercise Price of an Option or SAR that is made in accordance with SECTION 4(b) or SECTION 8 shall not be considered
a reduction in Exercise Price or “repricing” of such Option or SAR.
(c) Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to the final sentence of SECTION 7(b), the Committee
is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described in SECTION 4(b) or the occurrence of a Change of Control)
affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules,
rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law (i) whenever
the Committee, in its sole and plenary discretion, determines that such adjustments are appropriate or desirable, including, without limitation,
providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of,
Awards or providing for a period of time for exercise prior to the occurrence of such event, (ii) if deemed appropriate or desirable
by the Committee, in its sole and plenary discretion, by providing for a cash payment to the holder of an Award in consideration for the
cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR
in consideration for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a
date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and
(iii) if deemed appropriate or desirable by the Committee, in its sole and plenary discretion, by canceling and terminating any Option
or SAR having a per-Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR without
any payment or consideration therefor.
SECTION 8. Change of Control.
(a) General.
The provisions of this Section 8 shall, subject to Section 4(b), apply notwithstanding any other provision of the Plan to the
contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.
(b) Impact
of Change of Control. Upon the occurrence of a Change of Control, except as otherwise provided in Section 8(e), each Award shall
be replaced pursuant to Section 4(b) with an award that meets the requirements of this Section 8(b) (any award meeting the requirements
of this Section 8(b), a “Replacement Award” and any award intended to be replaced by a Replacement Award, a “Replaced
Award”). An Award shall meet the conditions of this Section 8(b) (and hence qualify as a Replacement Award) if: (i) it
is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change
of Control; (iii) if the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of
the Company or the entity surviving the Company following the Change of Control; (iv) it contains terms relating to vesting (including
with respect to a termination of employment or service) that are substantially identical to those of the Replaced Award; and (v) its
other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change of Control) as of the date of the Change of Control. Without limiting
the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements
of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change of Control.
The determination whether the conditions of this Section 8(b) are satisfied shall be made by the Committee, as constituted immediately
before the Change of Control, in its sole discretion.
(c) Termination
of Employment. Upon a termination of employment or service of a Participant occurring upon or during the two years immediately following
the date of a Change of Control by reason of death, disability, by the Company without Cause (as defined in Section 8(d)), or, only
to the extent specified in an Award Agreement, by the Participant for “Good Reason” (as defined in as defined in the applicable
Award Agreement), (i) all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be earned
in an amount equal to the full value of such Replacement Award, and (ii) unless otherwise provided in the applicable Award Agreement,
notwithstanding any other provision of the Plan to the contrary, any Option or SAR held by the Participant as of the date of the Change
of Control that remains outstanding as of the date of such termination of employment or service may thereafter be exercised, until (A) in
the case of Incentive Stock Options, the last date on which such Incentive Stock Options would be exercisable in the absence of this Section 8(c),
and (B) in the case of Nonqualified Stock Options and SARs, the later of (x) the last date on which such Nonqualified Stock
Option or SAR would be exercisable upon the relevant termination of employment in the absence of this Section 8(c) and (y) the
earlier of (1) the first anniversary of such termination of employment or service and (2) expiration of the term of such Nonqualified
Stock Option or SAR.
(d) Definitions.
Unless otherwise determined by the Committee and set forth in an applicable Award Agreement, “Cause” shall mean (A) the
Participant’s dereliction of duties or gross negligence or failure to perform his duties or refusal to follow any lawful directive
of the officer to whom he reports; (B) the Participant’s abuse of or dependency on alcohol or drugs (illicit or otherwise)
that adversely affects his performance of duties for the Company; (C) the Participant’s commission of any fraud, embezzlement,
theft or dishonesty or any deliberate misappropriation of money or other assets of the Company; (D) the Participant’s breach
of any fiduciary duties of the Company; (E) any act, or failure to act, by the Participant in bad faith to the detriment of the Company;
(F) the Participant’s failure to cooperate in good faith with a governmental or internal investigation of the Company or any
of its directors, managers, officers or employees, if the Company requests the Participant’s cooperation; (G) the Participant’s
failure to follow Company policies, including the Company’s code of conduct and/or ethics policy, as may be in effect from time
to time; or (H) the Participant’s conviction of, or plea of nolo contendere to, a felony or any serious crime; provided
that in cases where cure is possible, the Participant shall first be provided with a 15-day cure period.
(e) Awards
not Replaced. Notwithstanding the foregoing, unless otherwise provided in the applicable Award Agreement, in the event that an Award
shall not be replaced pursuant to Section 4(b) with a Replacement Award meeting the requirements of Section 8(b), any such Award
that is (i) an outstanding Option or SAR then held by a Participant that is unexercisable or otherwise unvested shall automatically
become exercisable or otherwise vested, as the case may be, as of immediately prior to the Change of Control, (ii) a Cash Incentive
Award or a Performance Award shall be paid out as if the date of the Change of Control were the last day of the applicable Performance
Period and “target” performance levels had been attained and (iii) not described in clause (i) or (ii) of this
Section 8(e) then held by a Participant that is unexercisable, unvested or still subject to restrictions or forfeiture, shall automatically
be exercisable and vested and all restrictions and forfeiture provisions related thereto shall lapse as of immediately prior to such Change
of Control. Notwithstanding the foregoing, if any Award is subject to Section 409A of the Code, this Section 8 shall be applicable
only to the extent specifically provided in the Award Agreement and permitted pursuant to Section 11(e). Nothing in this Section 8
shall preclude the Company from settling upon a Change of Control an Award if it is not replaced by a Replacement Award, to the extent
effectuated in accordance with Treas. Reg. § 1.409A-3(j)(ix).
SECTION 9. General Provisions.
(a) Nontransferability.
Except as otherwise specified in the applicable Award Agreement, during the Participant’s lifetime each Award (and any rights and
obligations thereunder) shall be exercisable only by the Participant, or, if permissible under applicable law, by the Participant’s
legal guardian or representative, and no Award (or any rights and obligations thereunder) may be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any
such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company
or any Affiliate; provided that (i) the designation of a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance and (ii) the Board or the Committee may permit further transferability, on a general or
specific basis, and may impose conditions and limitations on any permitted transferability; provided, however, that Incentive
Stock Options shall not be transferable in any way that would violate Section 1.422-2(a)(2) of the Treasury Regulations and in no
event may any Award (or any rights and obligations thereunder) be transferred in any way in exchange for value. All terms and conditions
of the Plan and all Award Agreements shall be binding upon any permitted successors and assigns.
(b) No Rights
to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity
of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants,
whether or not such Participants are similarly situated.
(c) Share Certificates.
All certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan,
the applicable Award Agreement or the rules, regulations and other requirements of the SEC, the Applicable Exchange and any applicable
Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference
to such restrictions.
(d) Withholding.
(i) Authority
to Withhold. A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the
right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or
from any compensation or other amount owing to a Participant, the amount (in cash, Shares, other securities, other Awards or other property)
of any applicable withholding taxes in respect of an Award, its exercise or any payment or transfer under an Award or under the Plan and
to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment
of such taxes.
(ii) Alternative
Ways to Satisfy Withholding Liability. Without limiting the generality of clause (i) above, the Committee may, in its sole
and plenary discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) making a
payment to the Company in cash (or its equivalent), (B) by exchanging Shares owned by the Participant (which are not the subject of
any pledge or other security interest), (C) if there shall be a public market for the Shares at such time, subject to such rules as
may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise
deliverable pursuant to the Award and to deliver cash promptly to the Company, (D) by having the Company withhold Shares from the
Shares otherwise issuable pursuant to the Award, or (E) through any other method (or combination of methods) as approved by the
Committee.
(e) Section 409A.
(i) It
is intended that the provisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed
and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each
payment under any Award shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant,
directly or indirectly, designate the calendar year of any payment to be made under any Award.
(ii) No
Participant or the creditors or beneficiaries of a Participant shall have the right to subject any deferred compensation (within the meaning
of Section 409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A
of the Code) payable to any Participant or for the benefit of any Participant under the Plan may not be reduced by, or offset against,
any amount owing by any such Participant to the Company or any of its Affiliates.
(iii) If,
at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (A) such Participant
shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by
the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable pursuant to an Award
constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed
pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A
of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the first
business day after such six-month period. Such amount shall be paid without interest, unless otherwise determined by the Committee, in
its sole discretion, or as otherwise provided in any applicable employment agreement between the Company and the relevant Participant.
(iv)
Notwithstanding any provision of the Plan to the contrary, in light of the uncertainty with respect to the proper application of
Section 409A of the Code, the Company reserves the right to make amendments to any Award as the Company deems necessary or
desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant shall be
solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such Participant or for such
Participant’s account in connection with an Award (including any taxes and penalties under Section 409A of the Code), and
neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold such Participant harmless
from any or all of such taxes or penalties.
(f) Award Agreements.
Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms
and conditions of the Award and any rules applicable thereto, including the effect on such Award of the death, disability or termination
of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee.
(g) No Limit
on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, shares, other
types of equity-based awards (subject to stockholder approval if such approval is required) and cash incentive awards, and such arrangements
may be either generally applicable or applicable only in specific cases.
(h) No Right
to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as a director, officer,
employee or consultant of or to the Company or any Affiliate, nor shall it provide a Participant with any rights to continued service
on the Board. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any directorship
or consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in
any Award Agreement.
(i) No Rights
as a Stockholder. No Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any
Shares to be distributed under the Plan until he or she has become the holder of such Shares. In connection with each grant of Restricted
Shares, except as provided in the applicable Award Agreement, the Participant shall be entitled to the rights of a stockholder (including
the right to vote) in respect of such Restricted Shares. Except as otherwise provided in SECTION 4(b), SECTION 7(c) or the applicable
Award Agreement, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash,
Shares, other securities or other property), or other events relating to, Shares subject to an Award for which the record date is prior
to the date such Shares are delivered.
(j) Governing
Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.
(k) Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to
such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(l) Other Laws;
Restrictions on Transfer of Shares. The Committee may refuse to issue or transfer any Shares or other consideration under an Award
if, acting in its sole and plenary discretion, it determines that the issuance or transfer of such Shares or such other consideration
might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act,
and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall
be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted
hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the
Committee in its sole and plenary discretion has determined that any such offer, if made, would be in compliance with all applicable requirements
of the Federal and any other applicable securities laws.
(m) No Trust
or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate, on one hand, and a Participant or any other Person, on the other. To the extent that
any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater
than the right of any unsecured general creditor of the Company or such Affiliate.
(n) Recoupment
of Awards. The Company may recoup all or any portion of an Award in accordance with any compensation recovery policy maintained by
the Company, as in effect from time to time, including any such policy mandated by applicable law or Applicable Exchange rules. This SECTION 9(n)
shall not be the Company’s exclusive remedy with respect to such matters.
(o) No Fractional
Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be canceled, terminated or otherwise eliminated.
(p) Requirement
of Consent and Notification of Election Under Section 83(b) of the Code or Similar Provision. No election under Section 83(b)
of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under a similar
provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in
writing prior to the making of such election. If an Award recipient, in connection with the acquisition of Shares under the Plan or otherwise,
is expressly permitted under the terms of the applicable Award Agreement or by such Committee action to make such an election and the
Participant makes the election, the Participant shall notify the Committee of such election within ten days of filing notice of the election
with the Internal Revenue Service (or any successor thereto) or other governmental authority, in addition to any filing and notification
required pursuant to regulations issued under Section 83(b) of the Code or any other applicable provision.
(q) Requirement
of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code. If any Participant shall make any disposition
of Shares delivered 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) or any successor provision of the Code, such Participant shall notify the Company
of such disposition within ten days of such disposition.
(r) Headings
and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
Whenever the words “include”, “includes” or “including” are used in this Plan, they shall be deemed
to be followed by the words “but not limited to”.
SECTION 10. Term of the Plan.
(a) Effective
Date. The Plan shall be effective as of, and subject to the occurrence of, the closing of the equity investment contemplated by the
Amended and Restated Investment Agreement, dated as of April 14, 2024, by and among the Company, JPE Private Equity II, LLC, and the other
investors listed on Schedule I thereto occurs (the “Effective Date”), provided that it is approved by the shareholders
of the Company prior to such date.
(b) Expiration
Date. No Award shall be granted under the Plan after the tenth anniversary of the Effective Date. Unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award granted hereunder, and the authority of the Board or the Committee to amend,
alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award, shall nevertheless
continue thereafter.
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