S-K 601(b)(10)

Material Contracts

S-K item requires filing of material contracts

Every contract not made in the ordinary course of business which is material ...

Unless subject to an exception

Also covers management contract and compensatory plans

Applies to

General requirement (b)(10)(i)

S-K Item

Every contract not made in the ordinary course of business which is material ...

Ordinary course exception (b)(10)(ii)

S-K Item
Need not file "if the contract is such as ordinarily accompanies the kind of business conducted by the registrant" unless

Contract with directors, officers, promoters, voting trustees, named security holders, or underwriters
Contract upon which the registrant is
substantially dependent
Contract exceeds 15% of assets
Material leases

Management contract - Compensatory plan (b)(10)(iii)

S-K Item
Covers plans relating to options, warrants or rights, pension, retirement or deferred compensation or bonus, incentive or profit sharing

Note Instruction 1

Instructions

Instruction 1

Re: filings under (b)(10)(iii)
No need to file individual personal agreements unless
"necessary to an investor's understanding of that individual's compensation under the plan"

Instruction 2

File as exhibit to next 10-Q or 10-K

Related Topics

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