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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):
January 7, 2025 (January 1, 2025)
| CLEANCORE SOLUTIONS, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-42033 |
|
88-4042082 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 5920 S 118th Circle, Omaha, NE |
|
68137 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (877) 860-3030 |
| (Registrant’s telephone number, including area code) |
| |
| (Former name or former address, if changed since last report.) |
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 |
| Class B Common Stock, par value $0.0001 per share |
|
ZONE |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of President
On January 1, 2025, the board of directors of
CleanCore Solutions, Inc. (the “Company”) appointed Travis Buchanan as President of the Company. Mr. Buchanan succeeds
Clayton Adams, who will continue as the Chief Executive Officer of the Company.
Travis Buchanan is an experienced executive with
a background in acquisitions, scaling businesses, technology design and deployment, and manufacturing operations. Throughout his career,
he has worked with diverse organizations, including startups, small businesses, and publicly traded companies, focusing on aligning strategy,
technology, and operational processes to support significant growth. Most recently, from March 2021 to October 2023, Mr. Buchanan served
as Chief Operating Officer at Poplar Homes, where he established the company’s M&A function and helped grow the portfolio. In
his role, he managed key operational teams spanning leasing, maintenance, renewals, acquisition integrations and customer service. Prior
to that, from August 2015 to March 2021, Mr. Buchanan served as Senior Vice President of Business Initiatives at American Homes 4 Rent,
where he led strategic initiatives, including incubating of new business units, automating HOA processes, overhauling the company’s
leasing processes and systems, and designed and scaled the company’s in house maintenance team. Mr. Buchanan’s entrepreneurial
and advisory experience includes co-founding a custom-fit suit and dress shirt company and serving as an investor and advisor for ScanCafe,
a media digitization company. Additionally, he provided turnaround consulting for manufacturing and direct-to-consumer brands, focusing
on optimizing production processes, facility layouts and financial systems, as well as building and executing a game plan to shut down
and relocate facilities. Earlier in his career, Mr. Buchanan worked in commercial real estate lending and as a Financial Consultant at
RBC Wealth Management, where he earned his Certified Financial Planner designation. Mr. Buchanan received his bachelor’s degree
from California State University.
Mr. Buchanan was elected until his successor is
duly elected and qualified. There are no arrangements or understandings between Mr. Buchanan and any other persons pursuant to which he
was selected as President. There are no family relationships that exist between Mr. Buchanan and any directors or executive officers of
the Company. In addition, there has been no transaction, nor is there any currently proposed transaction, between Mr. Buchanan and the
Company that would require disclosure under Item 404(a) of Regulation S-K.
On January 1, 2025, the Company entered into an
employment agreement (the “Buchanan Employment Agreement”) with Mr. Buchanan setting forth the terms of the compensation
for his services as President of the Company. Pursuant to the Buchanan Employment Agreement, Mr. Buchanan is entitled to an annual base
salary of $165,000 and a quarterly bonus of $5,000, which Mr. Buchanan may elect to receive in either cash or shares of the Company’s
Class B Common Stock. Mr. Buchanan is also eligible to participate in all employee benefit plans commensurate with his position. Mr.
Buchanan’s employment is at-will and may be terminated by the Company upon 14 days’ notice without Cause (as defined in the
Buchanan Employment Agreement) or immediately with Cause, and may be terminated by Mr. Buchanan upon 14 days’ notice. If the Company
terminates Mr. Buchanan’s employment without Cause, the Company shall pay to Mr. Buchanan a severance payment equal to the base
salary for six (6) months, payable in a lump sum on the termination date, and all previously earned, accrued, and unpaid benefits from
the Company and its employee benefit plans, which such severance payment may be conditioned on the delivery by Mr. Buchanan of a release
of any and all claims that he may have against the Company. The Buchanan Employment Agreement contains customary confidentiality provisions
and restrictive covenants, including a prohibition from (i) working for, owning or operating a business that competes with the Company
or (ii) soliciting the Company’s employees, in each case, during the term of his employment and for a period of one year following
the termination of his employment.
The foregoing description of the Buchanan Employment
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Buchanan Employment Agreement
filed as Exhibit 10.1 to this report, which is incorporated herein by reference.
Chief Revenue Officer Employment Agreement
On January 1, 2025, the Company also entered into
a new employment agreement (the “Hollst Employment Agreement”) with Gary Hollst, the Company’s Chief Revenue
Officer. Pursuant to the Hollst Employment Agreement, Mr. Hollst is entitled to an annual base salary of $125,000 and a quarterly bonus
of $7,500 based on mutually agreed upon key performance indicators, which Mr. Hollst may elect to receive in either cash or shares of
the Company’s Class B Common Stock. Mr. Hollst is also eligible to receive additional cash bonuses based on certain sales metrics
set forth in the Hollst Employment Agreement. In addition, the Company agreed to grant Mr. Hollst 200,000 restricted stock units under
the Company’s 2022 Equity Incentive Plan, with 75,000 restricted stock units vesting immediately upon grant and the remaining restricted
stock units vesting quarterly over a three-year period. Mr. Hollst is also eligible to participate in all employee benefit plans commensurate
with his position. Mr. Hollst’s employment is at-will and may be terminated by the Company upon 14 days’ notice without
Cause (as defined in the Hollst Employment Agreement) or immediately with Cause, and may be terminated by Mr. Hollst upon 14 days’
notice. The Hollst Employment Agreement contains customary confidentiality provisions and restrictive covenants, including a prohibition
from (i) working for, owning or operating a business that competes with the Company or (ii) soliciting the Company’s employees,
in each case, during the term of his employment and for a period of two years following the termination of his employment.
The foregoing description of the Hollst Employment
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Hollst Employment Agreement
filed as Exhibit 10.2 to this report, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| Date: January 7, 2025 |
CLEANCORE SOLUTIONS, INC. |
| |
|
| |
/s/ Clayton Adams |
| |
Name: |
Clayton Adams |
| |
Title: |
Chief Executive Officer |
3
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of January 1, 2025, by and between CLEANCORE
SOLUTIONS, INC., a Nevada corporation (the “Company”), and TRAVIS BUCHANAN, an individual (the “Executive”).
The Company and the Executive are referred to herein from time to time on a collective basis as the “Parties” and each
on individual basis as a “Party.”
Recitals:
The Company
wishes to secure the services of the Executive as President of the Company upon the terms and conditions hereinafter set forth, and the
Executive wishes to render such services to the Company upon the terms and conditions hereinafter set forth.
Agreement:
NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
1. Executive’s
Position; Duties. During the Term (as hereinafter defined), the Company shall employ Executive in the position of President. The Executive
accepts such employment and have such duties and responsibilities as are reasonably assigned, delegated and determined as are customarily
assigned to individuals serving in such position and such other duties consistent with Executive’s title (with such other duties
and/or offices in the Company and its affiliates as may be assigned from time to time by the Company, its Board of Directors, or Chief
Executive Officer and as agreed to by Executive) and the Executive accepts such employment and agrees to perform such duties. The Executive
agrees to devote his or her full customary business time and energies to the business of the Company and/or its affiliates and subsidiaries
to perform his/her duties hereunder.
2. Term
of Employment; Employment at Will. The term (“Term”) of this Employment Agreement shall commence on the Start Date
(defined below) and continue until the Employment Agreement, and thus the Executive’s employment, is terminated by either the Company
or the Executive. The Executive is employed “at-will” which means that the Executive’s employment with the Company may
be terminated by either the Executive or the Company at any time, with or without cause, for any or no reason, subject to the notice provisions
in this Employment Agreement. As used in this Agreement, “Start Date” means the first date on which the Executive reports
to the Company to begin work under this Agreement, which shall be January 1, 2025.
3. Location.
Executive will perform his or her work duties for the Company primarily in Omaha, Nebraska. However, Executive shall undertake such occasional
travel, within or outside the United States, as is reasonably necessary in the interests of the Company.
4. Compensation.
(a) Base
Salary. The Company shall pay to the Executive a base salary for all services to be rendered by the Executive under this Employment
Agreement at the rate of $165,000 per year (the “Base Salary”), which Base Salary shall be paid in approximately equal
installments (less applicable payroll deductions and taxes) in accordance with the Company’s normal payroll schedule, procedures
and policies (which schedules, procedures and policies may be modified from time to time in the Company’s sole discretion), but
not less frequently than monthly. The Company shall have no obligation to pay the Executive’s Base Salary following the date of
the termination of this Employment Agreement whether by the Company, the Executive, or otherwise.
(b) Quarterly
Bonus. The Company intends to grant to the Executive a bonus equal to $5,000 on the final day of each quarter in the Company’s
fiscal year (the “Quarterly Bonus”), where the Executive may elect to receive each Quarterly Bonus in the form of cash
or in the form of the Company’s Class B Common Stock, par value $0.0001 (the “Class B Common Stock”).
(c) Participation in Executive Benefit Plans; Other Benefits.
(i) During
the Term, the Executive shall be entitled to participate in such medical, life, disability, and other benefits plans as are generally
afforded to other Company Executives at a similar level and to participate in all other company-wide employee benefits plans, including
a defined contribution pension plan and 401(k) plan, as may be made available generally to Company employees from time to time, subject
to the Executive satisfying waiting periods, eligibility criteria, and other terms and conditions, if any, that may be applicable to each
such benefit plan.
(ii) During
the Term, the Executive may be eligible to be considered from time to time for an award under the Company’s Stock Option Plan (the
“Plan”), in the Company’s sole discretion. The eligibility criteria for an award under the Plan and whether the
Executive is provided with an award under the Plan are in the Company’s sole discretion.
(iii) Except
as prohibited by law, the Company may amend, terminate, reduce or otherwise change any of benefits or plans described above in this Section
4(d).
(d) Expenses.
The Company shall pay or reimburse the Executive for all reasonable and necessary expenses actually incurred or paid by the Executive
during the Term in the performance of the Executive’s job duties under this Employment Agreement, upon submission and approval of
expense statements, vouchers, or other supporting information in accordance with the then customary practices of the Company. In addition
to meeting the conditions of the immediately preceding sentence, any expenses in excess of $10,000 require advance approval by the Company’s
Chief Financial Officer before being incurred in order to be eligible for payment or reimbursement by the Company.
(e) Vacation
and Sick Leave. The Executive shall be entitled to receive two weeks of paid vacation per calendar year and 40 hours of paid
sick leave per calendar year. The Executive’s vacation and sick leave, how it is accrued, and how the Executive may use it may
be subject to employment and other policies the Company may adopt and/or change from time to time in its sole discretion and with or
without notice to the Executive. Unless required by applicable state or local law, the Executive is not entitled to receive
compensation for accrued but used paid sick leave or paid vacation leave upon separation from the Company.
(f) Withholding
of Taxes / Other Tax Matters. The Company may withhold from any Base Salary, bonuses, benefits, or other compensation payable under
this Employment Agreement all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation
or ruling. This Agreement is intended to be and shall be interpreted, administered and construed so that any corresponding compensation
shall be exempt from or comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (and the Treasury
Regulations thereunder).
5. Termination.
(a) Termination by the Executive.
(i) Termination
upon Death. If the Executive dies during the Term, this Employment Agreement and the Executive’s employment with the Company
shall terminate as of the date of his/her death and, except as provided in Section 6(b) hereof, the Executive’s estate shall have
no right to receive any compensation hereunder (including, without limitation, Base Salary, bonus, or benefit) on and after the date of
death.
(ii) Termination
other than for Death. The Executive may terminate this Employment Agreement, and thus his/her employment with the Company, for any
reason or no reason at any time during the Term upon 14 days’ written notice by the Executive to the Company and, except as provided
in Section 6(b) hereof, the Executive shall have no right to receive any compensation hereunder (including, without limitation, Base Salary,
bonus, or benefit) on and after the date of such termination.
(b) Termination by the Company.
(i) Termination
for Cause. During the Term, The Company may at any time by written notice to the Executive terminate this Employment Agreement, and
thus the Executive’s employment, immediately if an event of Cause (as defined below) occurs, and, except as provided in Section
6(b) hereof, the Executive shall have no right to receive any compensation hereunder (including, without limitation, Base Salary, bonus,
or benefit) on and after the date of such termination. For purposes of this Employment Agreement, “Cause” shall mean:
(A) any
willful breach by the Executive of any material term of this Employment Agreement, if the Executive fails to reasonably cure such breach
within 14 days after the receipt of written notice from the Company of such breach, which notice shall state in reasonable detail the
facts and circumstances claimed to be a failure or willful breach and of the intent of the Company to terminate the Executive’s
employment upon the failure of the Executive to reasonably cure such failure or breach; or
(B) Executive
has committed an intentional act of fraud, misappropriation, embezzlement, or theft or a breach of fiduciary duty involving personal profit;
or
(C) the Executive is indicted for any criminal offense
constituting a felony or a crime involving moral turpitude; or
(D) the
Executive intentionally breaches any of the provisions of Section 7 of this Employment Agreement.
For purposes of this Employment
Agreement, an act, or a failure to act, shall not be deemed willful or intentional, as those terms are used herein, unless it is done,
or admitted to be done, by Executive in bad faith or without a reasonable belief that Executive’s action or omission was in the
interest of the Company.
(ii) Termination
other than for Cause. The Company may terminate this Employment Agreement, and thus the Executive’s employment, for any reason
or no reason at any time without Cause upon 14 days’ written notice by the Company to the Executive and, except as provided in Section
6(b) hereof, the Executive shall have no right to receive any compensation hereunder (including, without limitation, Base Salary, bonus,
or benefit) on and after the date of such termination.
6. Severance Payments.
(a) Certain
Severance Payments. If during the Term the Company terminates this Agreement without Cause pursuant to Section 5(b)(ii) hereof, all
compensation payable to the Executive under Section 4 hereof shall cease as of the date of termination specified in the Company’s
notice (the “Termination Date”), and the Company shall pay to the Executive, subject to Section 7 hereof, an amount
equal to the Base Salary for six (6) months, payable in a lump sum on the Termination Date, and all previously earned, accrued, and unpaid
benefits from the Company and its employee benefit plans, including any such benefits under the Company’s pension, disability, and
life insurance plans, policies, and programs. Notwithstanding the foregoing, if the Executive has violated Section 7 hereof, then the
Company shall have no obligation to make the foregoing payments. The payment of severance as required by this Section 6(a) may be conditioned
by the Company on the delivery by the Employee of a release of any and all claims that the Employee may have against the Company which
release shall be in form and substance satisfactory to the Company.
(b) No
Other Severance Payments. If this Agreement is terminated pursuant to Sections 5(a) or5(b)(i) hereof, all compensation (including,
without limitation, Base Salary) payable to the Executive under Section 4 hereof shall cease as of the date of termination specified in
the notice of termination from the Company or the Executive, as the case may be, or, if the termination is due to the Executive’s
death, on the date of the Executive’s death, and the Company shall pay to the Executive (or if the Executive has died, to his/her
estate) all previously earned, accrued, and unpaid benefits from the Company and its employee benefit plans, including any such benefits
under the Company’s pension, disability, and life insurance plans, policies, and programs.
7. Certain Covenants of the Executive.
(a) The
Executive acknowledges that: (i) he is one of the limited number of persons who will assist with developing the Company’s business,
which consists of his work for the Company will bring the Employee into close contact with many confidential affairs not readily available
to the public and the covenants contained in this Section 7 will not involve a substantial hardship upon the Employee’s future livelihood
(the “Company’s Business”); (ii) the Executive’s work for the Company will bring Executive into close contact
with many confidential affairs not readily available to the public; and (iii) the covenants contained in this Section 7 will not involve
a substantial hardship upon Executive’s future livelihood. In order to induce the Company to enter into this Employment Agreement,
the Executive covenants and agrees that:
(i) Confidential
Information. During the Term and for a period of three years thereafter (the “Non-Disclosure/Non-Use Period”),
the Executive shall not, directly or indirectly: (A) disclose CleanCore Confidential Information (defined below) to any entity that is
not authorized by the Company or to receive such CleanCore Confidential Information or (B) use or appropriate CleanCore Confidential Information
for his/her own benefit or for the benefit of any entity other than the Company or its authorized subsidiary or affiliate, except as required
in the course of the Executive’s performance of his job duties with the Company under this Employment Agreement or with the express
written consent of the Company’s Chief Executive Officer or its Board of Directors. The provisions of this Section 7(a)(i) do not
prohibit the Executive from disclosing CleanCore Confidential Information as may be necessary to report unlawful sexual harassment or
assault, unlawful discrimination, or unlawful activity at the Company or by the Company or any of its directors, officers, or Executives
(collectively, “Unlawful Activity”), provided that the Executive makes such disclosure solely to the appropriate federal,
state or local government official or appropriate person within the Executive with responsibility for investigating or addressing reports
of any such Unlawful Activity.
(ii) As
used in this Employment Agreement, “CleanCore Confidential Information” means all documents, files, papers or information
relating to trade secrets of the Company or any Company subsidiary or affiliate and all confidential documents, files, papers, or information
relating to the Company’s Business, including, without limitation, the customers, business relationships, accounts, pricing policies,
customer lists, computer software and hardware, of the Company or any Company subsidiary or affiliate, any of the Company’s, or
Company affiliate or subsidiary’s, business or operational methods, drawings, sketches, designs or product concepts, know-how, marketing
plans or strategies, product development techniques or plans, business acquisition plans, financial or other performance data, personnel
policies and other policies, whether generated by the Executive or by any other person, provided, however, that CleanCore Confidential
Information does not include information that the Executive can document: (A) is or becomes generally and freely publicly available through
no fault of the Executive, (B) the Executive has otherwise rightfully obtained from a third-party who is not under any restriction to
maintain its confidentiality, or (C) was lawfully known or obtained by the Executive prior to his/her receipt of it during the course
of his/her employment with the Company.
(iii) Covenant
Not to Compete. During the Term and for a period of one year thereafter (the “Restricted Period”), the
Executive shall not, directly or indirectly: (A) work, as an employee, consultant, contractor, or in any other capacity, for a
Competitive Business (as defined below) in a position or role having a Restricted Duty (as defined below); (B) be an individual
proprietor, partner, member, stockholder, officer, director, joint venturer, investor, lender, or owner (other than a holder of not
more than two percent of the combined voting power of the outstanding stock of a publicly held company) in or of a Competitive
Business; or (C) develop any property for use in the Company’s Business on behalf of any entity other than the Company, its
subsidiaries and affiliates.
(iv) Covenant
Not to Solicit. During the Restricted Period, the Executive shall not directly or indirectly (other than in furtherance of the business
of the Company): (A) initiate communications with, solicit, persuade, entice, induce or encourage any individual who is then or who has
been within the preceding 12-month period, an employee, consultant, or contractor of, to, or with the Company or any of its affiliates
or subsidiaries to terminate his/her/its employment or consulting or contractor relationship with the Company or any its subsidiaries
or affiliates, as the case may be, or to become employed by or to enter into a consultant or contractor relationship with any entity,
and the Executive shall not approach any such employee, contractor, or consultant for any such purpose or authorize or knowingly approve
the taking of any such actions by any other person; or (B) solicit, for the purpose of selling, renting or leasing or attempting to sell,
rent, or lease a Restricted Product (as defined below), to any of the clients, customers or accounts, or prospective clients, customers
or accounts of the Company that the Executive contacted, solicited, or served, or that the Executive knew had been contacted, solicited,
or served by the Company, at any time in the preceding twelve month period of the Executive’s employment with the Company.
(b) Rights
and Remedies Upon Breach. If the Executive breaches any of the provisions of Section 7(a) hereof (collectively, the “Restrictive
Covenants”), the Company and its subsidiaries and affiliates shall, in addition to the rights set forth in Section 7(a) hereof,
have the right and remedy to seek from any court of competent jurisdiction specific performance of the Restrictive Covenants or injunctive
relief against any act which would violate any of the Restrictive Covenants, it being acknowledged and agreed that any such breach may
cause irreparable injury to the Company and its affiliates and that money damages will not provide an adequate remedy to the Company and
its affiliates. The right to obtain such specific performance or injunction in addition to, and without prejudice to, any other rights
or remedies available to the Company, its subsidiaries, and affiliates under this Employment Agreement, at law, or in equity.
(c) Severability
of Covenants. If any of the Restrictive Covenants, or any part thereof, is held by a court of competent jurisdiction or any foreign,
federal, state, county or local government or other governmental, regulatory or administrative agency or authority to be invalid, void,
unenforceable or against public policy for any reason, the remainder of the Restrictive Covenants shall remain in full force and effect
and shall in no way be affected, impaired or invalidated, and such court, government, agency or authority shall be empowered to substitute,
to the extent enforceable, provisions similar thereto or other provisions so as to provide to the Company and its affiliates, to the fullest
extent permitted by applicable law, the benefits intended by such provisions.
8. Other Provisions.
(a) Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied,
telegraphed or telexed, or sent by certified, registered or express mail, postage prepaid, or emailed to the Parties at the addresses
specified on the signature page hereto, or at such other addresses as shall be specified by the parties by like notice, and shall be deemed
given so long as such provides a receipt of delivery, when so delivered personally, telecopied, telegraphed or telexed, mailed, or emailed.
(b) Governing Law; Forum for Resolution of Disputes.
(i)
This Employment Agreement shall be governed by and construed under the laws of the State of Nebraska without regard to the choice of
law principles thereof. The Parties hereby agree that all questions concerning the construction, validity and interpretation of this
Employment Agreement, and any disputes arising thereunder shall be governed by the laws of the State of Nebraska without giving
effect to any choice of law or conflict of law provision or rule, notwithstanding that public policy in any other forum or
jurisdiction might indicate that the laws of that or any other jurisdiction should otherwise apply based on contacts within such
state or otherwise. Each Party irrevocably submits to the exclusive jurisdiction (including both subject matter jurisdiction and
personal jurisdiction over each of the Parties) and the venue of the state and federal courts whose jurisdictional territory
includes Douglas County, Nebraska for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this
Employment Agreement or Executive’s employment with the Company. Each of the Parties waives any defense of inconvenient forum
to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of
any other Party with respect thereto. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO HAVE A
TRIAL BY JURY FOR ANY PROCEEDING SO BROUGH. Each of the parties agrees that a final, non-appealable judgment in any such suit,
action or proceeding brought in such a court shall be conclusive and binding on such Party and may be enforced in any court to the
jurisdiction of which such Party is subject by a suit upon such judgment.
(ii) As
a condition precedent to a Party’s ability to commence a lawsuit against the other Party relating to or arising out of this Employment
Agreement or Executive’s employment with the Company, the Party that wishes to commence such lawsuit shall first give written notice
to the other Party of the dispute arising out of or related to Employment Agreement or Executive’s employment with the Company,
and, no later than twenty-one (21) days after such notice is delivered, a representative of each Party with authority to settle that dispute
for each Party shall confer in good faith in an effort to resolve that dispute. The notice of such dispute for each Party shall include
a reasonable description of the basis therefor. Only after the Parties have conferred, or made a good faith effort to confer, in accordance
with this Section 8(b)(ii) may a party commence a lawsuit pertaining to the dispute.
(c) Entire
Agreement. This Employment Agreement represents the complete understanding between the Executive and the Company concerning the
subject matter of this Employment Agreement, and no other promises or agreements concerning the subject matter of this Employment
Agreement shall be binding unless reduced to writing and signed by the Executive and the Company. The Executive and the Company
agree that this Employment Agreement supersedes any prior agreements or understandings of the Parties, whether oral or written,
concerning the subject matter of this Employment Agreement.
(d) Waivers
and Amendments. This Employment Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof,
nor shall any waiver on the part of any Party of any right, power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
(e) Binding
Effect; Benefit. This Employment Agreement shall inure to the benefit of and be binding upon the parties hereto and any successors
and assigns permitted or required by Section 8(f) hereof. Nothing in this Employment Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or such successors and assigns, any rights, remedies, obligations or liabilities under or
by reason of this Employment Agreement.
(f) Assignment.
This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive. The Company
may assign this Employment Agreement and its rights, together with its obligations, hereunder in connection with any sale, transfer or
other disposition of all or substantially all of its assets or business, whether by merger, consolidation or otherwise.
(g) Drafting.
Should any provision of this Employment Agreement require interpretation or construction, it is agreed by the Executive and the Company
that the person interpreting or construing this Employment Agreement shall not apply a presumption against one Party by reason of the
rule of construction that a document is to be construed more strictly against the party who prepared the document.
(h) Interpretation.
(i) Should any provision of this Employment Agreement require interpretation or construction, it is agreed by the Executive and the Company
that the person interpreting or construing this Employment Agreement shall not apply a presumption against one Party by reason of the
rule of construction that a document is to be construed more strictly against the party who prepared the document. (ii) The headings and
sub-headings in this Employment Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Employment Agreement.
(i) Survival.
Sections 6, and 7 of this Employment Agreement shall survive the termination of this Employment Agreement.
(j) Counterparts.
This Employment Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. This Agreement may be executed manually or by facsimile, scan, or other electronic means
(e.g., DocuSign).
IN WITNESS WHEREOF,
the parties have executed this Employment Agreement as of the date first above written.
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COMPANY: |
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CleanCore Solutions, Inc. |
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By: |
/s/ Clayton Adams |
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Name: |
Clayton Adams |
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Title: |
Chief Executive Officer |
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Address: |
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Email: |
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EXECUTIVE: |
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By: |
/s/ Travis Buchanan |
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Name: |
Travis Buchanan |
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Email: |
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9
Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT
AGREEMENT (the “Employment Agreement”) is made and entered into as of January 1st, 2025, by and between CLEANCORE
SOLUTIONS, INC., a Nevada corporation (the “Company”), and GARY HOLLST, an individual (the “Employee”).
The Company and the Employee are referred to herein from time to time on a collective basis as the “Parties” and each
on individual basis as a “Party.”
Recitals:
The Company
wishes to secure the services of the Employee as Chief Revenue Officer of the Company with such duties as are set forth on Exhibit
A upon the terms and conditions hereinafter set forth, and the Employee wishes to render such services to the Company upon the terms
and conditions hereinafter set forth.
Agreement:
NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
1. Employee’s
Position; Duties. During the Term (as hereinafter defined), the Company shall employ Employee in the position of Chief Revenue Officer.
The Employee accepts such employment and agrees to perform such duties as outlined in Exhibit A, subject to the terms and conditions set
forth in this Agreement. The Employee agrees to devote his or her time and energies to the business of the Company and/or its affiliates
and subsidiaries to perform his/her duties hereunder.
2. Term
of Employment; Employment at Will. The term (“Term”) of this Employment Agreement shall commence on the Start Date
(defined below) and continue until the Employment Agreement, and thus the Employee’s employment, is terminated by either the Company
or the Employee. The Employee is employed “at-will” which means that the Employee’s employment with the Company may
be terminated by either the Employee or the Company at any time, with or without cause, for any or no reason, subject to the notice provisions
in this Employment Agreement. As used in this Agreement, “Start Date” means the first date on which the Employee reports
to the Company to begin work under this Agreement, which shall be August 30, 2024.
3. Location.
Employee will perform his or her work duties for the Company primarily in from his home office. However, Employee shall undertake such
occasional travel, within or outside the United States, as is reasonably necessary in the interests of the Company.
4. Compensation.
(a) Base
Salary. The Company shall pay to the Employee a base salary for all services to be rendered by the Employee under this
Employment Agreement at the rate of $125,000.00 per year (the “Base Salary”), which Base Salary shall be paid in
approximately equal installments (less applicable payroll deductions and taxes) in accordance with the Company’s normal
payroll schedule, procedures and policies (which schedules, procedures and policies may be modified from time to time in the
Company’s sole discretion), but not less frequently than monthly. The Company shall have no obligation to pay the
Employee’s Base Salary following the date of the termination of this Employment Agreement whether by the Company, the
Employee, or otherwise.
(b) Additional
Compensation. In addition to the base salary, the Employee will receive $7,500 dollars in cash or in stock at the employees choosing
quarterly based on mutually agreed upon KPIS.
(c) Restricted
Stock Units– See Exhibit A attached hereto, there terms of which are incorporated into this Section 4(c) by reference with the
same force and effect as if fully stated in this Section 4(a).
(d) Participation in Employee Benefit Plans; Other Benefits.
(i) During
the Term, the Employee shall be entitled to participate in such medical, life, disability, and other benefits plans as are generally afforded
to other Company employees at a similar level and to participate in all other company-wide employee benefits plans, including a defined
contribution pension plan and 401(k) plan, as may be made available generally to Company employees from time to time, subject to the Employee
satisfying waiting periods, eligibility criteria, and other terms and conditions, if any, that may be applicable to each such benefit
plan.
(ii) During
the Term, the Employee may be eligible to be considered from time to time for an award under the Company’s Stock Option Plan (the
“Plan”), in the Company’s sole discretion. The eligibility criteria for an award under the Plan and whether the
Employee is provided with an award under the Plan are in the Company’s sole discretion.
(iii) Except
as prohibited by law, the Company may amend, terminate, reduce or otherwise change any of benefits or plans described above in this Section
4(b).
(e) Expenses.
The Company shall pay or reimburse the Employee for all reasonable and necessary expenses actually incurred or paid by the Employee
during the Term in the performance of the Employee’s job duties under this Employment Agreement, upon submission and approval of
expense statements, vouchers, or other supporting information in accordance with the then customary practices of the Company. In addition
to meeting the conditions of the immediately preceding sentence, any expenses in excess of $1000.00 require advance approval by the Company’s
Chief Financial Officer before being incurred in order to be eligible for payment or reimbursement by the Company.
(f) Vacation
and Sick Leave. The Employee shall be entitled to receive 4 weeks of paid vacation per calendar year and 40 hours of paid sick
leave per calendar year. The Employee’s vacation and sick leave, how it is accrued, and how the Employee may use it may be
subject to employment and other policies the Company may adopt and/or change from time to time in its sole discretion and with or
without notice to the Employee. Unless required by applicable state or local law, the Employee is not be entitled to receive
compensation for accrued but used paid sick leave or paid vacation leave upon separation from the Company.
(g) Withholding
of Taxes. The Company may withhold from any Base Salary, bonuses, benefits, or other compensation payable under this Employment Agreement
all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling.
5. Termination.
(a) Termination by the Employee.
(i) Termination
upon Death. If the Employee dies during the Term, this Employment Agreement and the Employee’s employment with the Company shall
terminate as of the date of his/her death and, except as provided in Section 5(c) hereof, the Employee’s estate shall have no right
to receive any compensation hereunder (including, without limitation, Base Salary, bonus, or benefit) on and after the date of death.
(ii) Termination
other than for Death. The Employee may terminate this Employment Agreement, and thus his/her employment with the Company, for any reason
or no reason at any time during the Term upon 14 days’ written notice by the Employee to the Company and, except as provided in
Section 5(c) hereof, the Employee shall have no right to receive any compensation hereunder (including, without limitation, Base Salary,
bonus, or benefit) on and after the date of such termination.
(b) Termination by the Company.
(i) Termination
for Cause. During the Term, The Company may at any time by written notice to the Employee terminate this Employment Agreement, and thus
the Employee’s employment, immediately if an event of Cause (as defined below) occurs, and, except as provided in Section 5(c) hereof,
the Employee shall have no right to receive any compensation hereunder (including, without limitation, Base Salary, bonus, or benefit)
on and after the date of such termination. For purposes of this Employment Agreement, “Cause” shall mean:
(A) any
willful breach by the Employee of any material term of this Employment Agreement, if the Employee fails to reasonably cure such breach
within 14 days after the receipt of written notice from the Company of such breach, which notice shall state in reasonable detail the
facts and circumstances claimed to be a failure or willful breach and of the intent of the Company to terminate the Employee’s employment
upon the failure of the Employee to reasonably cure such failure or breach; or
(B) Employee
has committed an intentional act of fraud, misappropriation, embezzlement, or theft or a breach of fiduciary duty involving personal profit;
or
(C) the Employee is indicted for any
criminal offense constituting a felony or a crime involving moral turpitude; or
(D) the
Employee intentionally breaches any of the provisions of Section 6 of this Employment Agreement.
For purposes of this Employment Agreement,
an act, or a failure to act, shall not be deemed willful or intentional, as those terms are used herein, unless it is done, or admitted
to be done, by Employee in bad faith or without a reasonable belief that Employee’s action or omission was in the interest of the
Company.
(ii) Termination
other than for Cause. The Company may terminate this Employment Agreement, and thus the Employee’s employment, for any reason
or no reason at any time without Cause upon 14 days written notice by the Company to the Employee and, except as provided in Section 5(c)
hereof, the Employee shall be entitled to 12 months of base salary paid monthly for 12 months.
6. Certain Covenants of the Employee.
(a) The
Employee acknowledges that: (i) s/he is one of the limited number of persons who will assist with developing the Company’s business,
which consists of developing, manufacturing, marketing, and selling cleaning solutions and cleaning products (the “Company’s
Business”); (ii) the Employee’s work for the Company will bring Employee into close contact with many confidential affairs
not readily available to the public; and (iii) the covenants contained in this Section 6 will not involve a substantial hardship upon
Employee’s future livelihood. In order to induce the Company to enter into this Employment Agreement, the Employee covenants and
agrees that:
(i) Confidential
Information. During the Term and for a period of three years thereafter (the “Non-Disclosure/Non-Use Period”),
the Employee shall not, directly or indirectly: (A) disclose CleanCore Confidential Information (defined below) to any entity that is
not authorized by the Company or to receive such CleanCore Confidential Information or (B) use or appropriate CleanCore Confidential Information
for his/her own benefit or for the benefit of any entity other than the Company or its authorized subsidiary or affiliate, except as required
in the course of the Employee’s performance of his job duties with the Company under this Employment Agreement or with the express
written consent of the Company’s Chief Executive Officer or its Board of Directors. The provisions of this Section 6(a)(i) do not
prohibit the Employee from disclosing CleanCore Confidential Information as may be necessary to report unlawful sexual harassment or assault,
unlawful discrimination, or unlawful activity at the Company or by the Company or any of its directors, officers, or employees (collectively,
“Unlawful Activity”), provided that the Employee makes such disclosure solely to the appropriate federal, state or
local government official or appropriate person within the Employee with responsibility for investigating or addressing reports of any
such Unlawful Activity.
(ii)
As used in this Employment Agreement, “CleanCore Confidential Information” means all documents, files, papers or
information relating to trade secrets of the Company or any Company subsidiary or affiliate and all confidential documents, files,
papers, or information relating to the Company’s Business, including, without limitation, the customers, business
relationships, accounts, pricing policies, customer lists, computer software and hardware, of the Company or any Company subsidiary
or affiliate, any of the Company’s, or Company affiliate or subsidiary’s, business or operational methods, drawings,
sketches, designs or product concepts, know-how, marketing plans or strategies, product development techniques or plans, business
acquisition plans, financial or other performance data, personnel policies and other policies, whether generated by the Employee or
by any other person, provided, however, that CleanCore Confidential Information does not include information that the
Employee can document: (A) is or becomes generally and freely publicly available through no fault of the Employee, (B) the Employee
has otherwise rightfully obtained from a third-party who is not under any restriction to maintain its confidentiality, or (C) was
lawfully known or obtained by the Employee prior to his/her receipt of it during the course of his/her employment with the
Company.
(iii) Covenant
Not to Compete. During the Term and for a period of two year thereafter (the “Restricted Period”), the Employee
shall not, directly or indirectly: (A) work, as an employee, consultant, contractor, or in any other capacity, for a Competitive Business
(as defined below) in a position or role having a Restricted Duty (as defined below); (B) be an individual proprietor, partner, member,
stockholder, officer, director, joint venturer, investor, lender, or owner (other than a holder of not more than two percent of the combined
voting power of the outstanding stock of a publicly held company) in or of a Competitive Business; or (C) develop any property for use
in the Company’s Business on behalf of any entity other than the Company, its subsidiaries and affiliates.
(iv) Covenant
Not to Solicit. During the Restricted Period, the Employee shall not directly or indirectly (other than in furtherance of the business
of the Company): (A) initiate communications with, solicit, persuade, entice, induce or encourage any individual who is then or who has
been within the preceding 12-month period, an employee, consultant, or contractor of, to, or with the Company or any of its affiliates
or subsidiaries to terminate his/her/its employment or consulting or contractor relationship with the Company or any its subsidiaries
or affiliates, as the case may be, or to become employed by or to enter into a consultant or contractor relationship with any entity,
and the Employee shall not approach any such employee, contractor, or consultant for any such purpose or authorize or knowingly approve
the taking of any such actions by any other person; or (B) solicit, for the purpose of selling, renting or leasing or attempting to sell,
rent, or lease a Restricted Product (as defined below), to any of the clients, customers or accounts, or prospective clients, customers
or accounts of the Company that the Employee contacted, solicited, or served, or that the Employee knew had been contacted, solicited,
or served by the Company, at any time in the preceding twelve month period of the Employee’s employment with the Company.
As used in this Section 6: The term
“Competitive Business” means any business engaged in the United States, worldwide] in developing, manufacturing, marketing,
or selling cleaning solutions. The term “Restricted Duty” means any sales, purchasing, operational management, marketing,
competitive-planning, strategic-planning, or executive responsibility or duty. The terms “Restricted Product” and “Restricted
Products” refer to Any ozone products developed at CleanCore.
(b) Rights
and Remedies Upon Breach. If the Employee breaches any of the provisions of Section 6(a) hereof (collectively, the
“Restrictive Covenants”), the Company and its subsidiaries and affiliates shall, in addition to the rights set
forth in Section 6(a) hereof, have the right and remedy to seek from any court of competent jurisdiction specific performance of the
Restrictive Covenants or injunctive relief against any act which would violate any of the Restrictive Covenants, it being
acknowledged and agreed that any such breach may cause irreparable injury to the Company and its affiliates and that money damages
will not provide an adequate remedy to the Company and its affiliates. The right to obtain such specific performance or injunction
in addition to, and without prejudice to, any other rights or remedies available to the Company, its subsidiaries, and affiliates
under this Employment Agreement, at law, or in equity.
(c) Severability
of Covenants. If any of the Restrictive Covenants, or any part thereof, is held by a court of competent jurisdiction or any foreign,
federal, state, county or local government or other governmental, regulatory or administrative agency or authority to be invalid, void,
unenforceable or against public policy for any reason, the remainder of the Restrictive Covenants shall remain in full force and effect
and shall in no way be affected, impaired or invalidated, and such court, government, agency or authority shall be empowered to substitute,
to the extent enforceable, provisions similar thereto or other provisions so as to provide to the Company and its affiliates, to the fullest
extent permitted by applicable law, the benefits intended by such provisions.
7. Other Provisions.
(a) Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied,
telegraphed or telexed, or sent by certified, registered or express mail, postage prepaid, or emailed to the Parties at the addresses
specified on the signature page hereto, or at such other addresses as shall be specified by the parties by like notice, and shall be deemed
given so long as such provides a receipt of delivery, when so delivered personally, telecopied, telegraphed or telexed, mailed, or emailed.
(b) Governing Law; Forum for Resolution of Disputes.
(i)
This Employment Agreement shall be governed by and construed under the laws of the State of Nebraska without regard to the choice of
law principles thereof. The Parties hereby agree that all questions concerning the construction, validity and interpretation of this
Employment Agreement, and any disputes arising thereunder shall be governed by the laws of the State of Nebraska without giving
effect to any choice of law or conflict of law provision or rule, notwithstanding that public policy in any other forum or
jurisdiction might indicate that the laws of that or any other jurisdiction should otherwise apply based on contacts within such
state or otherwise. Each Party irrevocably submits to the exclusive jurisdiction (including both subject matter jurisdiction and
personal jurisdiction over each of the Parties) and the venue of the state and federal courts whose jurisdictional territory
includes Douglas County, Nebraska for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this
Employment Agreement or Employee’s employment with the Company. Each of the Parties waives any defense of inconvenient forum
to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of
any other Party with respect thereto. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO HAVE A
TRIAL BY JURY FOR ANY PROCEEDING SO BROUGH. Each of the parties agrees that a final, non-appealable judgment in any such suit,
action or proceeding brought in such a court shall be conclusive and binding on such Party and may be enforced in any court to the
jurisdiction of which such Party is subject by a suit upon such judgment.
(ii) As
a condition precedent to a Party’s ability to commence a lawsuit against the other Party relating to or arising out of this Employment
Agreement or Employee’s employment with the Company, the Party that wishes to commence such lawsuit shall first give written notice
to the other Party of the dispute arising out of or related to Employment Agreement or Employee’s employment with the Company, and,
no later than twenty-one (21) days after such notice is delivered, a representative of each Party with authority to settle that dispute
for each Party shall confer in good faith in an effort to resolve that dispute. The notice of such dispute for each Party shall include
a reasonable description of the basis therefor. Only after the Parties have conferred, or made a good faith effort to confer, in accordance
with this Section 7(b)(ii) may a party commence a lawsuit pertaining to the dispute.
(c) Entire
Agreement. This Employment Agreement represents the complete understanding between the Employee and the Company concerning the subject
matter of this Employment Agreement, and no other promises or agreements concerning the subject matter of this Separation Agreement shall
be binding unless reduced to writing and signed by the Employee and the Company. The Employee and the Company agree that this Employment
Agreement supersedes any prior agreements or understandings of the Parties, whether oral or written, concerning the subject matter of
this Employment Agreement.
(d) Waivers
and Amendments. This Employment Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof,
nor shall any waiver on the part of any Party of any right, power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
(e) Binding
Effect; Benefit. This Employment Agreement shall inure to the benefit of and be binding upon the parties hereto and any successors
and assigns permitted or required by Section 7(f) hereof. Nothing in this Employment Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or such successors and assigns, any rights, remedies, obligations or liabilities under or
by reason of this Employment Agreement.
(f) Assignment.
This Employment Agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the Employee. The Company
may assign this Employment Agreement and its rights, together with its obligations, hereunder in connection with any sale, transfer or
other disposition of all or substantially all of its assets or business, whether by merger, consolidation or otherwise.
(g) Drafting.
Should any provision of this Separation Agreement require interpretation or construction, it is agreed by the Employee and the Company
that the person interpreting or construing this Separation Agreement shall not apply a presumption against one Party by reason of the
rule of construction that a document is to be construed more strictly against the party who prepared the document.
(h) Interpretation.
(i) Should any provision of this Employment Agreement require interpretation or construction, it is agreed by the Employee and the Company
that the person interpreting or construing this Employment Agreement shall not apply a presumption against one Party by reason of the
rule of construction that a document is to be construed more strictly against the party who prepared the document. (ii) The headings and
sub-headings in this Employment Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Employment Agreement.
(i) Survival.
Sections 5(c), 6, and 7 of this Employment Agreement shall survive the termination of this Employment Agreement.
(j) Counterparts.
This Employment Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. This Agreement may be executed manually or by facsimile, scan, or other electronic means
(e.g., DocuSign).
[Signature page follows]
IN WITNESS WHEREOF, the parties have
executed this Employment Agreement as of the date first above written.
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COMPANY: |
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CleanCore Solutions, Inc. |
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|
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By: |
/s/ Clayton Adams |
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|
Name: |
Clayton Adams |
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Title: |
Chief Executive Officer |
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Address: |
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Email: |
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EMPLOYEE: |
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Name: |
GARY HOLLST |
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/s/ Gary Hollst |
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Address: |
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Email: |
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EXHIBIT B
| ● | ESOP and Stock Compensation - the Company shall offer the employee 200,000 Restricted stock Units.
75,000 shares to be granted immediately, with rest to be earned pro-rata quarterly over 3 years starting immediately after signing of
this agreement. |
| ● | Additionally, the company shall offer the employee annual sales incentive goals (based upon the company’s
fiscal year running July1st – June 30 annually). Cash bonuses for yearly goals are achieved at a maximum of $150,000
per year, monthly goals can be achieved every month for the year. |
| ● | A $75,000 cash bonus will be paid to the employee when the company reaches five million in sales in
a 12 month period. |
| ● | A 150,000 dollar cash bonus will be paid to the employee if the company achieves a 10,000,000 in sales
in a given year |
| ● | Any month the company achieves over $500,000 in sales the employee is entitled to $10,000.00 dollars
in cash. |
| ● | Any month the company the company achieves $1,000,000 dollars in sales the employee is entitled to
$10,000 in cash. |
10
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Number 240
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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