• If action is to be taken with respect to any plan pursuant to which cash or noncash compensation may be paid or distributed, furnish the following information:

• Describe briefly the material features of the plan being acted upon, identify each class of persons who will be eligible to participate therein, indicate the approximate number of persons in each such class and state the basis of such participation.

• In the tabular format specified below, disclose the benefits or amounts that will be received by or allocated
  to each of the following under the plan being acted upon, if such benefits or amounts are determinable:
  

• The table required by paragraph (a)(2)(i) of this Item shall provide information as to the following persons:
  
  (A) Each person (stating name and position) specified in paragraph (a)(3) of Item 402 of Regulation S-K;
  
  Instruction. In the case of investment companies registered under the Investment Company Act of 1940, furnish the information for Compensated Persons as defined in Item 22(b)(13) of this Schedule in lieu of the persons specified in paragraph (a)(3) of Item 402 of Regulation S-K (§229.402(a)(3) of this chapter).
  
  (B) All current executive officers as a group;
  
  (C) All current directors who are not executive officers as a group; and
  
  (D) All employees, including all current officers who are not executive officers, as a group.
  
  Instruction to New Plan Benefits Table. Additional columns should be added for each plan with respect to which
  security holder action is to be taken.

• If the benefits or amounts specified in paragraph (a)(2)(i) of this Item are not determinable, state the benefits or amounts which would have been received by or allocated to each of the following for the last completed fiscal year if the plan had been in effect, if such benefits or amounts may be determined in the table specified in paragraph (a)(2)(i) of this Item:
  
  (A) Each person (stating name and position) specified in paragraph (a)(3) of Item 402 of Regulation S-K;
  
  (B) All current executive officers as a group;
  
  (C) All current directors who are not executive officers as a group; and
  
  (D) All employees, including all current officers who are not executive officers, as a group.

• If the plan to be acted upon can be amended, otherwise than by a vote of security holders, to increase the cost thereof to the registrant or to alter the allocation of the benefits as between the persons and groups specified in paragraph (a)(2) of this item, state the nature of the amendments which can be so made.

• If action is to be taken with respect to any plan pursuant to which cash or noncash compensation may be paid or distributed, furnish the following information:

• With respect to any pension or retirement plan submitted for security holder action, state:
  
  (i) The approximate total amount necessary to fund the plan with respect to past services, the period over whichsuch amount is to be paid and the estimated annual payments necessary to pay the total amount over such period; and
  
  (ii) The estimated annual payment to be made with respect to current services. In the case of a pension or retirement plan, information called for by paragraph (a)(2) of this Item may be furnished in the format specified by paragraph (h)(2) of Item 402 of Regulation S-K (§229.402(h)(2) of this chapter).
  
  Instruction to paragraph (b)(1)(ii).
  In the case of investment companies registered under the Investment Company Act of 1940 (15 U.S.C. 80a), refer to Instruction 4 in Item 22(b)(13)(i) of this Schedule in lieu of paragraph (h)(2) of Item 402 of Regulation S-K (§229.402(h)(2) of this chapter).
• Instructions
  
  1. The term plan as used in this Item means any plan as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S-K
  (§229.402(a)(6)(ii) of this chapter).

1. With respect to any specific grant of or any plan containing options, warrants or rights submitted for security holder action, state:
   
   (A) The title and amount of securities underlying such options, warrants or rights;
   (B) The prices, expiration dates and other material conditions upon which the options, warrants or rights may be exercised;
   (C) The consideration received or to be received by the registrant or subsidiary for the granting or extension of the options, warrants or rights;
   (D) The market value of the securities underlying the options, warrants, or rights as of the latest practicable date; and
   (E) In the case of options, the federal income tax consequences of the issuance and exercise of such options
   to the recipient and the registrant; and
2. State separately the amount of such options received or to be received by the following persons if such benefits or amounts are determinable:
   
   (A) Each person (stating name and position) specified in paragraph (a)(3) of Item 402 of Regulation S-K (§ 229.402(a)(3) of this chapter);
   (B) All current executive officers as a group;
   (C) All current directors who are not executive officers as a group;
   (D) Each nominee for election as a director;
   (E) Each associate of any of such directors, executive officers or nominees;
   (F) Each other person who received or is to receive 5 percent of such options, warrants or rights; and
   (G) All employees, including all current officers who are not executive officers, as a group.

Instructions

1. The term plan as used in this Item means any plan as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S-K
(§229.402(a)(6)(ii) of this chapter).

• If action is to be taken with respect to any plan pursuant to which cash or noncash compensation may be paid or distributed, furnish the following information:

• The term plan as used in this Item means any plan as defined in paragraph (a)(7)(ii) of Item 402 of Regulation S-K (§229.402(a)(7)(ii) of this chapter).

• If action is to be taken with respect to a material amendment or modification of an existing plan, the item shall be answered with respect to the plan as proposed to be amended or modified and shall indicate any material differences from the existing plan.
  

• If the plan to be acted upon is set forth in a written document, three copies thereof shall be filed with the Commission at the time copies of the proxy statement and form of proxy are first filed pursuant to paragraph (a) or (b) of §240.14a-6. Electronic filers shall file with the Commission a copy of such written plan document in electronic format as an appendix to the proxy statement. It need not be provided to security holders unless it is a part of the proxy statement.

• Paragraph (b)(2)(ii) does not apply to warrants or rights to be issued to security holders as such on a pro rata basis.

• The Commission should be informed, as supplemental information, when the proxy statement is first filed, as to when the options, warrants or rights and the shares called for thereby will be registered under the Securities Act or, if such registration is not contemplated, the section of the Securities Act or rule of the Commission under which exemption from such registration is claimed and the facts relied upon to make the exemption available.