Schedule 14A Item 8

Compensation of Directors and Executive Officers

Overview

Item 8 applies "if action is to be taken with respect to":

Item 8 keys to specified Regulation S-K items

Item 8 Requirements

Item 8 Compensation of directors and executive officers

Furnish the information required by Item 402 of Regulation SK and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation SK if action is to be taken with regard to:

(a) The election of directors;
(b) Any bonus, profit sharing or other compensation plan, contract or arrangement in which any director, nominee for election as a director, or executive officer of the registrant will participate;
(c) Any pension or retirement plan in which any such person will participate; or
(d) The granting or extension to any such person of any options, warrants or rights to purchase any securities, other than warrants or rights issued to security holders as such, on a pro rata basis.

However, if the solicitation is made on behalf of persons other than the registrant, the information required need be furnished only as to nominees of the persons making the solicitation and associates of such nominees. In the case of investment companies registered under the Investment Company Act of 1940 (15 U.S.C. 80a), furnish the information required by Item 22(b)(13) of this Schedule 14A.
Instruction. If an otherwise reportable compensation plan became subject to such requirements because of an acquisition or merger and, within one year of the acquisition or merger, such plan was terminated for purposes of prospective eligibility, the registrant may furnish a description of its obligation to the designated individuals pursuant to the compensation plan. Such description may be furnished in lieu of a description of the compensation plan in the proxy statement.

Item 8 Referenced S-K Items

Complete Schedule 14A

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