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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 12, 2024
SANARA
MEDTECH INC. |
(Exact
name of registrant as specified in its charter) |
Texas |
|
001-39678 |
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59-2219994 |
(State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
of incorporation) |
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File
Number) |
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Identification
No.) |
1200
Summit Avenue, Suite 414
Fort
Worth, Texas |
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76102 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (817) 529-2300
(Former
name or former address, if changed since last report)
Not
Applicable
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 (see General Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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|
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
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
Stock, $0.001 par value |
|
SMTI |
|
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 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange 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. ☐
Item 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
As
previously disclosed, on June 12, 2024, at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Sanara MedTech
Inc. (the “Company”), the Company’s shareholders approved the Sanara MedTech Inc. 2024 Omnibus Long-Term Incentive
Plan (the “2024 LTIP”). As a result, the 2024 LTIP became effective on June 12, 2024. A description of the material terms
of the 2024 LTIP is included under the heading “Proposal 4: Approval of the Adoption of the 2024 Plan” in the Company’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2024, as supplemented on May
15, 2024. Such description is qualified in its entirety by reference to the full text of the 2024 LTIP, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and 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: |
June
18, 2024 |
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Sanara
MedTech Inc. |
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|
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By: |
/s/
Michael D. McNeil |
|
|
|
Name:
Michael D. McNeil |
|
|
|
Title:
Chief Financial Officer |
Exhibit
10.1
Sanara
medtech inc.
2024 OMNIBUS LONG-TERM INCENTIVE PLAN
The
Sanara MedTech Inc. 2024 Omnibus Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors
of Sanara MedTech Inc., a Texas corporation (the “Company”), as of March 21, 2024, subject to approval by the
Company’s shareholders.
Article
1.
PURPOSE
The
purpose of the Plan is to attract and retain the services of key Employees, key Consultants, and Outside Directors of the Company and
its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, and Other Awards,
whether granted singly, or in combination, or in tandem, that will:
(a)
increase the interest of such persons in the Company’s welfare;
(b)
furnish an incentive to such persons to continue their services for the Company or its Subsidiaries; and
(c)
provide a means through which the Company may attract able persons as Employees, Consultants, and Outside Directors.
With
respect to Reporting Participants, the Plan and all transactions under the Plan are intended to comply with all applicable conditions
of Rule 16b-3 promulgated under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply,
such provision or action shall be deemed null and void ab initio, to the extent permitted by law and deemed advisable by the Committee.
Article
2.
DEFINITIONS
For
the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:
2.1 “Applicable
Law” means all legal requirements relating to the administration of equity incentive plans and the issuance and distribution
of shares of Common Stock, if any, under applicable corporate laws, applicable securities laws, the rules of any exchange or inter-dealer
quotation system upon which the Company’s securities are listed or quoted, and any other applicable law, rule or restriction.
2.2 “Authorized
Officer” is defined in Section 3.2(b) hereof.
2.3 “Award”
means the grant of any Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, SAR, Restricted Stock Unit, Performance Award
or Other Award, whether granted singly or in combination or in tandem (each individually referred to herein as an “Incentive”).
2.4 “Award
Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an
Award.
2.5 “Award
Period” means the period set forth in the Award Agreement during which one or more Incentives granted under an Award may
be exercised.
2.6 “Board”
means the board of directors of the Company.
2.7 “Change
in Control” means any of the following, except as otherwise provided herein: (a) a merger or consolidation to which the
Company is a party if all persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation
become beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of securities having less than 50% of the total combined voting
power for election of directors (or comparable governing body) of the surviving corporation or other entity following the effective date
of such merger or consolidation; (b) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation)
in one transaction or a series of related transactions, of all or substantially all of the assets of the Company; or (c) the shareholders
of the Company approve any plan or proposal for the liquidation or dissolution of the Company.
Notwithstanding
the foregoing provisions of this Section 2.7, if an Award issued under the Plan is subject to Section 409A of the Code, then an
event shall not constitute a Change in Control for purposes of such Award under the Plan unless such event also constitutes a change
in the Company’s ownership, its effective control or the ownership of a substantial portion of its assets within the meaning of
Section 409A of the Code.
2.8 “Claim”
means any claim, liability or obligation of any nature, arising out of or relating to this Plan or an alleged breach of this Plan or
an Award Agreement.
2.9 “Code”
means the United States Internal Revenue Code of 1986, as amended.
2.10 “Committee”
means the Committee appointed or designated by the Board to administer the Plan in accordance with Article 3 of this Plan.
2.11 “Common
Stock” means the common stock, par value $0.001 per share, which the Company is currently authorized to issue or may in
the future be authorized to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged,
as the case may be, pursuant to the terms of this Plan.
2.12 “Company”
means Sanara MedTech Inc., a Texas corporation, and any successor entity.
2.13 “Consultant”
means any natural person, who is not an Employee, rendering bona fide services to the Company or a Subsidiary, with compensation,
pursuant to a written independent contractor agreement between such person and the Company or a Subsidiary, provided that such services
are not rendered in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s securities.
2.14 “Corporation”
means any entity that (a) is defined as a corporation under Section 7701 of the Code and (b) is the Company or is in an unbroken chain
of corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations
in the chain. For purposes of clause (b) hereof, an entity shall be treated as a “corporation” if it satisfies the definition
of a corporation under Section 7701 of the Code.
2.15 “Date
of Grant” means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement;
provided, however, that solely for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, the
Date of Grant of an Award shall be the date of shareholder approval of the Plan if such date is later than the effective date of such
Award as set forth in the Award Agreement.
2.16 “Employee”
means a common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c)
of the Code) of the Company or any Subsidiary of the Company.
2.17 “Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.
2.18 “Exercise
Date” is defined in Section 8.3(b) hereof.
2.19 “Exercise
Notice” is defined in Section 8.3(b) hereof.
2.20 “Fair
Market Value” means, as of a particular date, (a) if the shares of Common Stock are listed on any established national
securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal
securities exchange for the Common Stock on that date (as determined by the Committee, in its discretion), or, if there shall have been
no such sale so reported on that date, on the last preceding date on which such a sale was so reported; (b) if the shares of Common Stock
are not so listed, but are quoted on an automated quotation system, the closing sales price per share of Common Stock reported on the
automated quotation system on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date
on which such a sale was so reported; (c) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked
price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall
be available, as reported by the National Association of Securities Dealer, Inc.’s OTC Bulletin Board or the Pink OTC Markets,
Inc. (previously known as the National Quotation Bureau, Inc.); or (d) if none of the above is applicable, such amount as may be determined
by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an
Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock. The determination of
Fair Market Value shall, where applicable, be in compliance with Section 409A of the Code.
2.21 “Immediate
Family Members” is defined in Section 15.7 hereof.
2.22 “Incentive”
is defined in Section 2.3 hereof.
2.23 “Incentive
Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan.
2.24 “Independent
Third Party” means an individual or entity independent of the Company having experience in providing investment banking
or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes
of this Plan. The Committee may utilize one or more Independent Third Parties.
2.25 “Nonqualified
Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.
2.26 “Option
Price” means the price which must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common
Stock.
2.27 “Other
Award” means an Award issued pursuant to Section 6.8 hereof.
2.28 “Outside
Director” means a director of the Company who is not an Employee or a Consultant.
2.29 “Participant”
means an Employee, Consultant or an Outside Director to whom an Award is granted under this Plan.
2.30 “Performance
Award” means an Award hereunder of cash, shares of Common Stock, units or rights based upon, payable in, or otherwise related
to, Common Stock pursuant to Section 6.7 hereof.
2.31 “Performance
Goal” means any of the Performance Criteria set forth in Section 6.9 hereof.
2.32 “Plan”
means this Sanara MedTech Inc. 2024 Omnibus Long-Term Incentive Plan, as amended from time to time.
2.33 “Prior
Plan Awards” means (a) any awards under the Prior Plans that are outstanding on the Effective Date (as defined in Article
10 below), and that on or after the Effective Date, are forfeited, expire or are canceled; and (b) any shares subject to awards relating
to Common Stock under the Prior Plans that, on or after the Effective Date are settled in cash.
2.34 “Prior
Plans” means the Sanara MedTech Inc. Restated 2014 Omnibus Long-Term Incentive Plan.
2.35 “Reporting
Participant” means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act.
2.36 “Restricted
Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Section 6.4 of this Plan
which are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.
2.37 “Restricted
Stock Units” means units awarded to Participants pursuant to Section 6.6 hereof, which are convertible into Common
Stock at such time as such units are no longer subject to restrictions as established by the Committee.
2.38 “Restriction
Period” is defined in Section 6.4(b)(i) hereof.
2.39 “Retirement”
shall have the meaning set forth in the Participant’s Award Agreement.
2.40 “SAR”
or “Stock Appreciation Right” means the right to receive an amount, in cash and/or Common Stock, equal to the
excess of the Fair Market Value of a specified number of shares of Common Stock as of the date the SAR is exercised (or, as provided
in the Award Agreement, converted) over the SAR Price for such shares.
2.41 “SAR
Price” means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date
of Grant of the SAR.
2.42 “Spread”
is defined in Section 12.4(b) hereof.
2.43 “Stock
Option” means a Nonqualified Stock Option or an Incentive Stock Option.
2.44 “Subsidiary”
means (a) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the
last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in
one of the other corporations in the chain, (b) any limited partnership, if the Company or any corporation described in item (a) above
owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal
and replacement of the general partner, and (c) any partnership or limited liability company, if the partners or members thereof are
composed only of the Company, any corporation listed in item (a) above or any limited partnership listed in item (b) above. “Subsidiaries”
means more than one of any such corporations, limited partnerships, partnerships or limited liability companies.
2.45 “Termination
of Service” occurs when a Participant who is (a) an Employee of the Company or any Subsidiary ceases to serve as an Employee
of the Company and its Subsidiaries, for any reason; (b) an Outside Director of the Company or a Subsidiary ceases to serve as a director
of the Company and its Subsidiaries for any reason; or (c) a Consultant of the Company or a Subsidiary ceases to serve as a Consultant
of the Company and its Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state
law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes an Outside
Director or Consultant or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be
an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within
the time required under Section 422 of the Code upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a
Nonqualified Stock Option. Notwithstanding the foregoing provisions of this Section 2.45, in the event an Award issued under the
Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the
requirements of Section 409A of the Code, the definition of “Termination of Service” for purposes of such Award shall be
the definition of “separation from service” provided for under Section 409A of the Code and the regulations or other guidance
issued thereunder.
2.46 “Total
and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s
or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is
not eligible to participate in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily
injury, disease, or mental disorder, is unable to perform his or her duties of employment for a period of six (6) continuous months,
as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee; provided
that, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules
governing Incentive Stock Options under the Code. Notwithstanding the foregoing provisions of this Section 2.46, in the event
an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary
to comply with the requirements of Section 409A of the Code, the definition of “Total and Permanent Disability” for purposes
of such Award shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or
other guidance issued thereunder.
Article
3.
ADMINISTRATION
3.1 General
Administration; Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be administered by the
Board’s Compensation Committee or such other committee of the Board as is designated by the Board to administer the Plan (the “Committee”).
The Committee shall consist of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause,
by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At any
time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.
Membership
on the Committee shall be limited to those members of the Board who are “non-employee directors” as defined in Rule 16b-3
promulgated under the Exchange Act. The Committee shall select one of its members to act as its Chairman. A majority of the Committee
shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present
shall be the act of the Committee.
3.2 Designation
of Participants and Awards.
(a) The
Committee or the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall
set forth in each related Award Agreement, where applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations,
and performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The Committee shall determine whether
an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem
(that is, a joint grant where exercise of one Incentive results in cancellation of all or a portion of the other Incentive). Although
the members of the Committee shall be eligible to receive Awards, all decisions with respect to any Award, and the terms and conditions
thereof, to be granted under the Plan to any member of the Committee shall be made solely and exclusively by the other members of the
Committee, or if such member is the only member of the Committee, by the Board.
(b) Notwithstanding
Section 3.2(a), to the extent permitted by Applicable Law, the Board may, in its discretion and by a resolution adopted by the
Board, authorize one or more officers of the Company (an “Authorized Officer”) to (i) designate one or more
Employees as eligible persons to whom Nonqualified Stock Options, Incentive Stock Options or SARs will be granted under the Plan, and
(ii) determine the number of shares of Common Stock that will be subject to such Nonqualified Stock Options, Incentive Stock Options
or SARs; provided, however, that the resolution of the Board granting such authority shall (x) specify the total number
of shares of Common Stock that may be made subject to the Nonqualified Stock Options, Incentive Stock Options or SARs, (y) set forth
the price or prices (or a formula by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject
to such Nonqualified Stock Options, Incentive Stock Options or SARs, and (z) not authorize an officer to designate himself as a recipient
of any Award.
3.3 Authority
of the Committee. The Committee, in its discretion, shall (a) interpret the Plan and Award Agreements, (b) prescribe, amend, and
rescind any rules and regulations, as necessary or appropriate for the administration of the Plan, (c) establish performance goals for
an Award and certify the extent of their achievement, and (d) make such other determinations or certifications and take such other action
as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken
by the Committee shall be final, binding, and conclusive on all interested parties. The Committee’s discretion set forth herein
shall not be limited by any provision of the Plan, including any provision which by its terms is applicable notwithstanding any other
provision of the Plan to the contrary.
The
Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under
the Plan. Any actions taken by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been
taken by the Committee.
With
respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the Exchange Act, Section 422
of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted,
or any other Applicable Law, to the extent that any such restrictions are no longer required by Applicable Law, the Committee shall have
the sole discretion and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated
restrictions with respect to outstanding Awards.
Article
4.
ELIGIBILITY
Any
Employee (including an Employee who is also a director or an officer), Consultant or Outside Director of the Company whose judgment,
initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate
in the Plan; provided that only Employees of a Corporation shall be eligible to receive Incentive Stock Options. The Committee, upon
its own action, may grant, but shall not be required to grant, an Award to any Employee, Consultant or Outside Director. Awards may be
granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number
of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan,
Awards need not contain similar provisions. The Committee’s determinations under the Plan (including without limitation determinations
of which Employees, Consultants or Outside Directors, if any, are to receive Awards, the form, amount and timing of such Awards, the
terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants
who receive, or are eligible to receive, Awards under the Plan.
Article
5.
SHARES SUBJECT TO PLAN
5.1 Number
Available for Awards. Subject to adjustment as provided in Articles 11 and 12 and any increase by any Prior Plan Awards eligible
for reuse pursuant to Section 5.2 below, the maximum number of shares of Common Stock that may be delivered pursuant to Awards
granted under the Plan is one million (1,000,000) shares, of which one hundred percent (100%) may be delivered pursuant to Incentive
Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company
in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company
will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements
of this Plan. After the Effective Date, no awards may be granted under the Prior Plan.
5.2 Reuse
of Shares. To the extent that any Award under this Plan or any Prior Plan Award shall be forfeited, shall expire or be canceled,
in whole or in part, then the number of shares of Common Stock covered by the Award or the Prior Plan Award so forfeited, expired or
canceled may again be awarded pursuant to the provisions of this Plan. Awards that may be satisfied either by the issuance of shares
of Common Stock or by cash or other consideration shall be counted against the maximum number of shares of Common Stock that may be issued
under this Plan only during the period that the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance
of shares of Common Stock. Shares of Common Stock otherwise deliverable pursuant to an Award that are withheld upon exercise or vesting
of an Award for purposes of paying the exercise price or tax withholdings shall be treated as delivered to the Participant and shall
be counted against the maximum number of shares of Common Stock that may be issued under this Plan. Awards will not reduce the number
of shares of Common Stock that may be issued pursuant to this Plan if the settlement of the Award will not require the issuance of shares
of Common Stock, as, for example, a SAR that can be satisfied only by the payment of cash. Notwithstanding any provisions of the Plan
to the contrary, only shares forfeited back to the Company, shares canceled on account of termination, expiration or lapse of an Award,
shall again be available for grant of Incentive Stock Options under the Plan, but shall not increase the maximum number of shares described
in Section 5.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options.
Article
6.
GRANT OF AWARDS
6.1 In
General.
(a) The
grant of an Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Incentive or Incentives
being granted, the total number of shares of Common Stock subject to the Incentive(s), the Option Price (if applicable), the Award Period,
the Date of Grant, and such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but (i)
not inconsistent with the Plan, and (ii) to the extent an Award issued under the Plan is subject to Section 409A of the Code, in compliance
with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The Company shall
execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. Any Award granted pursuant to this
Plan must be granted within ten (10) years of the date of adoption of this Plan by the Board. The Plan shall be submitted to the Company’s
shareholders for approval. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify
the Participant from, receipt of any other Award under the Plan.
(b) If
the Committee establishes a purchase price for an Award, the Participant must accept such Award within a period of thirty (30) days (or
such shorter period as the Committee may specify) after the Date of Grant by executing the applicable Award Agreement and paying such
purchase price.
(c) Any
Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide for interest equivalents to be credited
with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be
specified by the grant.
6.2 Option
Price. The Option Price for any share of Common Stock which may be purchased under a Nonqualified Stock Option for any share of Common
Stock must be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common
Stock which may be purchased under an Incentive Stock Option must be at least equal to the Fair Market Value of the share on the Date
of Grant; if an Incentive Stock Option is granted to an Employee who owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent
or Subsidiary), the Option Price shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the
Date of Grant. No dividends or dividend equivalent rights may be paid or granted with respect to any Stock Option granted hereunder.
6.3 Maximum
ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit the aggregate Fair
Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any
other plan of the Company and its Subsidiaries) are exercisable for the first time by such Employee during any calendar year to exceed
$100,000. To the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option exceeds this limit
or otherwise fails to qualify as an Incentive Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock
Option. In such case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance
of a separate stock certificate and identifying such stock as Incentive Stock Option stock on the Company’s stock transfer records.
6.4 Restricted
Stock. If Restricted Stock is granted to or received by a Participant under an Award (including a Stock Option), the Committee shall
set forth in the related Award Agreement: (a) the number of shares of Common Stock awarded, (b) the price, if any, to be paid by the
Participant for such Restricted Stock and the method of payment of the price, (c) the time or times within which such Award may be subject
to forfeiture, (d) specified Performance Goals of the Company, a Subsidiary, any division thereof or any group of Employees of the Company,
or other criteria, which the Committee determines must be met in order to remove any restrictions (including vesting) on such Award,
and (e) all other terms, limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent with this Plan,
to the extent applicable and, to the extent Restricted Stock granted under the Plan is subject to Section 409A of the Code, in compliance
with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The provisions
of Restricted Stock need not be the same with respect to each Participant.
(a) Legend
on Shares. The Company shall electronically register the Restricted Stock awarded to a Participant in the name of such Participant,
which shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, substantially
as provided in Section 15.9 of the Plan. No stock certificate or certificates shall be issued with respect to such shares of Common
Stock, unless, following the expiration of the Restriction Period (as defined in Section 6.4(b)(i)) without forfeiture in respect
of such shares of Common Stock, the Participant requests delivery of the certificate or certificates by submitting a written request
to the Committee (or such party designated by the Company) requesting delivery of the certificates. The Company shall deliver the certificates
requested by the Participant to the Participant as soon as administratively practicable following the Company’s receipt of such
request.
(b) Restrictions
and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions:
(i) Subject
to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the
Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations, the
Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that,
by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate.
(ii) Except
as provided in sub-paragraph (a) above or in the applicable Award Agreement, the Participant shall have, with respect to his or her Restricted
Stock, all of the rights of a shareholder of the Company, including the right to vote the shares, and the right to receive any dividends
thereon. Certificates for shares of Common Stock free of restriction under this Plan shall be delivered to the Participant promptly after,
and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions
imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Certificates for the shares
of Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company
by the forfeiting Participant. Each Award Agreement shall require that (x) each Participant, by his or her acceptance of Restricted Stock,
shall irrevocably grant to the Company a power of attorney to transfer any shares so forfeited to the Company and agrees to execute any
documents requested by the Company in connection with such forfeiture and transfer, and (y) such provisions regarding returns and transfers
of stock certificates with respect to forfeited shares of Common Stock shall be specifically performable by the Company in a court of
equity or law.
(iii) The
Restriction Period of Restricted Stock shall commence on the Date of Grant or the date of exercise of an Award, as specified in the Award
Agreement, and, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting
forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions
may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its
sole discretion.
(iv) Except
as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the
nonvested shares of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to
the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall
be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event
causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares
or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion
shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease
and terminate, without any further obligation on the part of the Company.
6.5 SARs.
The Committee may grant SARs to any Participant, either as a separate Award or in connection with a Stock Option. SARs shall be subject
to such terms and conditions as the Committee shall impose, provided that such terms and conditions are (a) not inconsistent with the
Plan, and (b) to the extent a SAR issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements
of Section 409A of the Code and the regulations or other guidance issued thereunder. The grant of the SAR may provide that the holder
may be paid for the value of the SAR either in cash or in shares of Common Stock, or a combination thereof. In the event of the exercise
of a SAR payable in shares of Common Stock, the holder of the SAR shall receive that number of whole shares of Common Stock having an
aggregate Fair Market Value on the date of exercise equal to the value obtained by multiplying (a) the difference between the Fair Market
Value of a share of Common Stock on the date of exercise over the SAR Price as set forth in such SAR (or other value specified in the
agreement granting the SAR), by (b) the number of shares of Common Stock as to which the SAR is exercised, with a cash settlement to
be made for any fractional shares of Common Stock. The SAR Price for any share of Common Stock subject to a SAR may be equal to or greater
than the Fair Market Value of the share on the Date of Grant. The Committee, in its sole discretion, may place a ceiling on the amount
payable upon exercise of a SAR, but any such limitation shall be specified at the time that the SAR is granted.
6.6 Restricted
Stock Units. Restricted Stock Units may be awarded or sold to any Participant under such terms and conditions as shall be established
by the Committee, provided, however, that such terms and conditions are (a) not inconsistent with the Plan, and (b) to the extent a Restricted
Stock Unit issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A
of the Code and the regulations or other guidance issued thereunder. Restricted Stock Units shall be subject to such restrictions as
the Committee determines, including, without limitation, (a) a prohibition against sale, assignment, transfer, pledge, hypothecation
or other encumbrance for a specified period; or (b) a requirement that the holder forfeit (or in the case of shares of Common Stock or
units sold to the Participant, resell to the Company at cost) such shares or units in the event of Termination of Service during the
period of restriction.
6.7 Performance
Awards.
(a) The
Committee may grant Performance Awards to one or more Participants. The terms and conditions of Performance Awards shall be specified
at the time of the grant and may include provisions establishing the performance period, the Performance Goals to be achieved during
a performance period, and the maximum or minimum settlement values, provided that such terms and conditions are (i) not inconsistent
with the Plan and (ii) to the extent a Performance Award issued under the Plan is subject to Section 409A of the Code, in compliance
with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. If the Performance
Award is to be in shares of Common Stock, the Performance Awards may provide for the issuance of the shares of Common Stock at the time
of the grant of the Performance Award or at the time of the certification by the Committee that the Performance Goals for the performance
period have been met; provided, however, if shares of Common Stock are issued at the time of the grant of the Performance
Award and if, at the end of the performance period, the Performance Goals are not certified by the Committee to have been fully satisfied,
then, notwithstanding any other provisions of this Plan to the contrary, the Common Stock shall be forfeited in accordance with the terms
of the grant to the extent the Committee determines that the Performance Goals were not met. The forfeiture of shares of Common Stock
issued at the time of the grant of the Performance Award due to failure to achieve the established Performance Goals shall be separate
from and in addition to any other restrictions provided for in this Plan that may be applicable to such shares of Common Stock. Each
Performance Award granted to one or more Participants shall have its own terms and conditions.
If
the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because
of a change in the Company’s business, operations, corporate structure, or for other reasons that the Committee deemed satisfactory,
the Committee may modify the performance measures or objectives and/or the performance period.
(b) Performance
Awards may be valued by reference to the Fair Market Value of a share of Common Stock or according to any formula or method deemed appropriate
by the Committee, in its sole discretion, including, but not limited to, achievement of Performance Goals or other specific financial,
production, sales or cost performance objectives that the Committee believes to be relevant to the Company’s business and/or remaining
in the employ of the Company or a Subsidiary for a specified period of time. Performance Awards may be paid in cash, shares of Common
Stock, or other consideration, or any combination thereof. If payable in shares of Common Stock, the consideration for the issuance of
such shares may be the achievement of the performance objective established at the time of the grant of the Performance Award. Performance
Awards may be payable in a single payment or in installments and may be payable at a specified date or dates or upon attaining the performance
objective. The extent to which any applicable performance objective has been achieved shall be conclusively determined by the Committee.
6.8 Other
Awards. The Committee may grant to any Participant other forms of Awards, based upon, payable in, or otherwise related to, in whole
or in part, shares of Common Stock, if the Committee determines that such other form of Award is consistent with the purpose and restrictions
of this Plan. The terms and conditions of such other form of Award shall be specified by the grant. Such Other Awards may be granted
for no cash consideration, for such minimum consideration as may be required by Applicable Law, or for such other consideration as may
be specified by the grant.
6.9 Performance
Goals. Awards of Restricted Stock, Restricted Stock Units, Performance Award and Other Awards (whether relating to cash or shares
of Common Stock) under the Plan may be made subject to the attainment of Performance Goals relating to one or more business criteria
which may consist of one or more or any combination of the following criteria: cash flow; cost; revenues; sales; ratio of debt to debt
plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings before interest and taxes; earnings
before interest, taxes, depreciation and amortization; gross margin; earnings per share (whether on a pre-tax, after-tax, operational
or other basis); operating earnings; capital expenditures; expenses or expense levels; economic value added; ratio of operating earnings
to capital spending or any other operating ratios; free cash flow; net profit; net sales; net asset value per share; the accomplishment
of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions; sales growth; price of the Company’s
Common Stock; return on assets, equity or shareholders’ equity; market share; inventory levels, inventory turn or shrinkage; or
total return to shareholders (“Performance Criteria”). Any Performance Criteria may be used to measure the
performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Any
Performance Criteria may include or exclude (a) events that are of an unusual nature or indicate infrequency of occurrence, (b) gains
or losses on the disposition of a business, (c) changes in tax or accounting regulations or laws, (d) the effect of a merger or acquisition,
as identified in the Company’s quarterly and annual earnings releases, or (e) other similar occurrences. In all other respects,
Performance Criteria shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting
principles, or under a methodology established by the Committee prior to the issuance of an Award which is consistently applied and identified
in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section of the Company’s
annual report.
6.10 Tandem
Awards. The Committee may grant two or more Incentives in one Award in the form of a “tandem Award,” so that the right
of the Participant to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is exercised. For example,
if a Stock Option and a SAR are issued in a tandem Award, and the Participant exercises the SAR with respect to one hundred (100) shares
of Common Stock, the right of the Participant to exercise the related Stock Option shall be canceled to the extent of one hundred (100)
shares of Common Stock.
6.11 No
Repricing of Stock Options or SARs. The Committee may not “reprice” any Stock Option or SAR. For purposes of this Section
6.11, “reprice” means any of the following or any other action that has the same effect: (a) amending a Stock Option
or SAR to reduce its exercise price or base price, (b) canceling a Stock Option or SAR at a time when its exercise price or base price
exceeds the Fair Market Value of a share of Common Stock in exchange for cash or a Stock Option, SAR, award of Restricted Stock or other
equity award, or (c) taking any other action that is treated as a repricing under generally accepted accounting principles, provided
that nothing in this Section 6.11 shall prevent the Committee from making adjustments pursuant to Article 11, from exchanging
or cancelling Incentives pursuant to Article 12, or substituting Incentives in accordance with Article 14.
6.12 Recoupment
for Restatements. Notwithstanding any other language in this Plan to the contrary, the Company may recoup all or any portion of any
shares or cash paid to a Participant in connection with an Award, in the event of a restatement of the Company’s financial statements
as set forth in the Company’s clawback policy, if any, approved by the Company’s Board from time to time.
Article
7.
AWARD PERIOD; VESTING
7.1 Award
Period. Subject to the other provisions of this Plan, the Committee may, in its discretion, provide that an Incentive may not be
exercised in whole or in part for any period or periods of time or beyond any date specified in the Award Agreement. Except as provided
in the Award Agreement, an Incentive may be exercised in whole or in part at any time during its term. The Award Period for an Incentive
shall be reduced or terminated upon Termination of Service. No Incentive granted under the Plan may be exercised at any time after the
end of its Award Period. No portion of any Incentive may be exercised after the expiration of ten (10) years from its Date of Grant.
However, if an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent
(10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option
is granted to such Employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall
be no more than five (5) years from the Date of Grant.
7.2 Vesting.
The Committee, in its sole discretion, may determine that an Incentive will be immediately vested in whole or in part, or that all
or any portion may not be vested until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified
events, subject in any case to the terms of the Plan. If the Committee imposes conditions upon vesting, then, subsequent to the Date
of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Incentive may be vested.
Article
8.
EXERCISE OR CONVERSION OF INCENTIVE
8.1 In
General. A vested Incentive may be exercised or converted, during its Award Period, subject to limitations and restrictions set forth
in the Award Agreement.
8.2 Securities
Law and Exchange Restrictions. In no event may an Incentive be exercised or shares of Common Stock issued pursuant to an Award if
a necessary listing or quotation of the shares of Common Stock on a stock exchange or inter-dealer quotation system or any registration
under state or federal securities laws required under the circumstances has not been accomplished.
8.3 Exercise
of Stock Option.
(a) In
General. If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock
Option shall be Restricted Stock which is subject to the applicable provisions of the Plan and the Award Agreement. If the Committee
imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date
on which all or any portion of the Stock Option may be exercised. No Stock Option may be exercised for a fractional share of Common Stock.
The granting of a Stock Option shall impose no obligation upon the Participant to exercise that Stock Option.
(b) Notice
and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised
by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock
Option is to be exercised (the “Exercise Notice”) and the date of exercise thereof (the “Exercise
Date”) with respect to any Stock Option shall be the date that the Participant has delivered both the Exercise Notice and
consideration to the Company with a value equal to the total Option Price of the shares to be purchased (plus any employment tax withholding
or other tax payment due with respect to such Award), payable as provided in the Award Agreement, which may provide for payment in any
one or more of the following ways: (i) cash or check, bank draft, or money order payable to the order of the Company, (ii) Common Stock
(including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and
which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (iii) by delivery (including
by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the
extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together
with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the
shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver
to the Company the amount of sale or loan proceeds necessary to pay such purchase price, (iv) by requesting the Company to withhold the
number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate
Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise), and/or (v) in any
other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted
Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of
the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions
and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described in this Section
8.3(b) within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void and the
Company will have no obligation to deliver any shares of Common Stock to the Participant in connection with such Exercise Notice.
(c) Issuance
of Certificate. Except as otherwise provided in Section 6.4 hereof (with respect to shares of Restricted Stock) or in the
applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being
purchased to be registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event
of his or her death), but shall not issue certificates for the Common Stock unless the Participant or such other person requests delivery
of the certificates for the Common Stock, in writing in accordance with the procedures established by the Committee. The Company shall
deliver certificates to the Participant (or the person exercising the Participant’s Stock Option in the event of his or her death)
as soon as administratively practicable following the Company’s receipt of a written request from the Participant or such other
person for delivery of the certificates. Notwithstanding the forgoing, if the Participant has exercised an Incentive Stock Option, the
Company may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration
of the holding periods described in Section 422(a)(1) of the Code. Any obligation of the Company to deliver shares of Common Stock shall,
however, be subject to the condition that, if at any time the Committee shall determine in its discretion that the listing, registration,
or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state
or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with,
the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions
not reasonably acceptable to the Committee.
(d) Failure
to Pay. Except as may otherwise be provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Common
Stock may be forfeited by the Participant.
8.4 SARs.
Subject to the conditions of this Section 8.4 and such administrative regulations as the Committee may from time to time adopt,
a SAR may be exercised by the delivery (including by FAX) of written notice to the Committee setting forth the number of shares of Common
Stock with respect to which the SAR is to be exercised and the date of exercise thereof (the “Exercise Date”)
which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. Subject
to the terms of the Award Agreement and only if permissible under Section 409A of the Code and the regulations or other guidance issued
thereunder (or, if not so permissible, at such time as permitted by Section 409A of the Code and the regulations or other guidance issued
thereunder), the Participant shall receive from the Company in exchange therefor in the discretion of the Committee, and subject to the
terms of the Award Agreement:
(a) cash
in an amount equal to the excess (if any) of the Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement, conversion,
of the SAR) per share of Common Stock over the SAR Price per share specified in such SAR, multiplied by the total number of shares of
Common Stock of the SAR being surrendered;
(b) that
number of shares of Common Stock having an aggregate Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement,
conversion, of the SAR) equal to the amount of cash otherwise payable to the Participant, with a cash settlement to be made for any fractional
share interests; or
(c) the
Company may settle such obligation in part with shares of Common Stock and in part with cash.
The
distribution of any cash or Common Stock pursuant to the foregoing sentence shall be made at such time as set forth in the Award Agreement.
8.5 Disqualifying
Disposition of Incentive Stock Option. If shares of Common Stock acquired upon exercise of an Incentive Stock Option are disposed
of by a Participant prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from
the transfer of shares of Common Stock to the Participant pursuant to the exercise of such Stock Option, or in any other disqualifying
disposition within the meaning of Section 422 of the Code, such Participant shall notify the Company in writing of the date and terms
of such disposition. A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under
the Plan as an Incentive Stock Option within the meaning of Section 422 of the Code.
Article
9.
AMENDMENT OR DISCONTINUANCE
Subject
to the limitations set forth in this Article 9, the Board may at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which shareholder
approval is required either (a) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded
or (b) in order for the Plan and Incentives awarded under the Plan to continue to comply with Sections 421 and 422 of the Code, including
any successors to such Sections, or other Applicable Law, shall be effective unless such amendment shall be approved by the requisite
vote of the shareholders of the Company entitled to vote thereon. Any such amendment shall, to the extent deemed necessary or advisable
by the Committee, be applicable to any outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary provisions
contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Incentive outstanding under the Plan
shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed
by the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article 9 shall adversely affect any rights of Participants or obligations
of the Company to Participants with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant.
Article
10.
TERM
The
Plan shall be effective from the date that this Plan is approved by the Company’s shareholders (the “Effective Date”).
Unless sooner terminated by action of the Board, the Plan will terminate on the tenth anniversary of the Effective Date, but Incentives
granted before that date will continue to be effective in accordance with their terms and conditions.
Article
11.
CAPITAL ADJUSTMENTS
In
the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization,
stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination,
subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar corporate transaction or event affects the fair value of an Award,
then the Committee shall adjust any or all of the following so that the fair value of the Award immediately after the transaction or
event is equal to the fair value of the Award immediately prior to the transaction or event (a) the number of shares and type of Common
Stock (or the securities or property) which thereafter may be made the subject of Awards, (b) the number of shares and type of Common
Stock (or other securities or property) subject to outstanding Awards, (c) the number of shares and type of Common Stock (or other securities
or property) specified as the annual per-participant limitation under Section 5.1 of the Plan, (d) the Option Price of each outstanding
Award, (e) the amount, if any, the Company pays for forfeited shares of Common Stock in accordance with Section 6.4, and (f) the
number of or SAR Price of shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan,
to the end that the same proportion of the Company’s issued and outstanding shares of Common Stock in each instance shall remain
subject to exercise at the same aggregate SAR Price; provided, however, that the number of shares of Common Stock (or other securities
or property) subject to any Award shall always be a whole number. Notwithstanding the foregoing, no such adjustment shall be made or
authorized to the extent that such adjustment would cause the Plan or any Stock Option to violate Section 422 of the Code or Section
409A of the Code. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation
system to which the Company is subject.
Upon
the occurrence of any such adjustment, the Company shall provide notice to each affected Participant of its computation of such adjustment
which shall be conclusive and shall be binding upon each such Participant.
Article
12.
RECAPITALIZATION, MERGER AND CONSOLIDATION
12.1 No
Effect on Company’s Authority. The existence of this Plan and Incentives granted hereunder shall not affect in any way the
right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company’s capital structure and its business, or any Change in Control, or any merger or consolidation of
the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common
Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
12.2 Conversion
of Incentives Where Company Survives. Subject to any required action by the shareholders and except as otherwise provided by Section
12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder,
if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Incentive granted
hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number
of shares of Common Stock subject to the Incentive would have been entitled.
12.3 Exchange
or Cancellation of Incentives Where Company Does Not Survive. Except as otherwise provided by Section 12.4 hereof or as may
be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event of any merger,
consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted
for each share of Common Stock subject to the unexercised portions of outstanding Incentives, that number of shares of each class of
stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were
distributed or distributable to the shareholders of the Company in respect to each share of Common Stock held by them, such outstanding
Incentives to be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms.
12.4 Cancellation
of Incentives. Notwithstanding the provisions of Sections 12.2 and 12.3 hereof, and except as may be required to comply with
Section 409A of the Code and the regulations or other guidance issued thereunder, all Incentives granted hereunder may be canceled by
the Company, in its sole discretion, as of the effective date of any Change in Control, merger, consolidation or share exchange, or any
issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights
thereof (or any rights, options, or warrants to purchase same), or of any proposed sale of all or substantially all of the assets of
the Company, or of any dissolution or liquidation of the Company, by either:
(a) giving
notice to each holder thereof or his personal representative of its intention to cancel those Incentives for which the issuance of shares
of Common Stock involved payment by the Participant for such shares, and permitting the purchase during the thirty (30) day period next
preceding such effective date of any or all of the shares of Common Stock subject to such outstanding Incentives, including in the Board’s
discretion some or all of the shares as to which such Incentives would not otherwise be vested and exercisable; or
(b) in
the case of Incentives that are either (i) settled only in shares of Common Stock, or (ii) at the election of the Participant, settled
in shares of Common Stock, paying the holder thereof an amount equal to a reasonable estimate of the difference between the net amount
per share payable in such transaction or as a result of such transaction, and the price per share of such Incentive to be paid by the
Participant (hereinafter the “Spread”), multiplied by the number of shares subject to the Incentive. In cases
where the shares constitute, or would after exercise, constitute Restricted Stock, the Company, in its discretion, may include some or
all of those shares in the calculation of the amount payable hereunder. In estimating the Spread, appropriate adjustments to give effect
to the existence of the Incentives shall be made, such as deeming the Incentives to have been exercised, with the Company receiving the
exercise price payable thereunder, and treating the shares receivable upon exercise of the Incentives as being outstanding in determining
the net amount per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount
per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and
liquidation by the Company after giving effect to expenses and charges, including but not limited to taxes, payable by the Company before
such liquidation could be completed.
An
Award that by its terms would be fully vested or exercisable upon a Change in Control will be considered vested or exercisable for purposes
of Section 12.4(a) hereof.
Article
13.
LIQUIDATION OR DISSOLUTION
Subject
to Section 12.4 hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain
unexpired, (a) sell all or substantially all of its property, or (b) dissolve, liquidate, or wind up its affairs, then each Participant
shall be entitled to receive, in lieu of each share of Common Stock of the Company which such Participant would have been entitled to
receive under the Incentive, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon
any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall,
at any time prior to the expiration of any Incentive, make any partial distribution of its assets, in the nature of a partial liquidation,
whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as
such) and an adjustment is determined by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, make such adjustment
in accordance with the provisions of Article 11 hereof.
Article
14.
INCENTIVES IN SUBSTITUTION FOR
INCENTIVES GRANTED BY OTHER ENTITIES
Incentives
may be granted under the Plan from time to time in substitution for similar instruments held by employees, independent contractors, consultants
or directors of a corporation, partnership, or limited liability company who become or are about to become Employees, Consultants or
Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company,
the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes
the successor employer. The terms and conditions of the substitute Incentives so granted may vary from the terms and conditions set forth
in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions
of the incentives in substitution for which they are granted.
Article
15.
MISCELLANEOUS PROVISIONS
15.1 Investment
Intent. The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as
it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being
acquired for investment and not with a view to their distribution.
15.2 No
Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant any right
with respect to continuance of employment by the Company or any Subsidiary.
15.3 Indemnification
of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the
Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting
on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination, or interpretation to the fullest extent provided by law. Except to the extent required by any unwaiveable
requirement under applicable law, no member of the Board or the Committee (and no Subsidiary of the Company) shall have any duties or
liabilities, including without limitation any fiduciary duties, to any Participant (or any Person claiming by and through any Participant)
as a result of this Plan, any Award Agreement or any Claim arising hereunder and, to the fullest extent permitted under applicable law,
each Participant (as consideration for receiving and accepting an Award Agreement) irrevocably waives and releases any right or opportunity
such Participant might have to assert (or participate or cooperate in) any Claim against any member of the Board or the Committee and
any Subsidiary of the Company arising out of this Plan.
15.4 Effect
of the Plan. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any
right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized
by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth
therein.
15.5 Compliance
with Other Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by the Participant or the
Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer
quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the
Exchange Act); and, as a condition of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such
agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation.
The Plan, the grant and exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock,
shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory
agency as may be required.
15.6 Tax
Requirements. The Company or, if applicable, any Subsidiary (for purposes of this Section 15.6, the term “Company”
shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in
connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with an Award granted
under this Plan. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under
the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s
income arising with respect to the Award. Such payments shall be required to be made when requested by the Company and may be required
to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made by (a) the delivery
of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required
tax withholding obligations of the Company; (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by
the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six
(6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid
the issuance of fractional shares under (c) below) the required tax withholding payment; (c) if the Company, in its sole discretion,
so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option,
which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment;
or (d) any combination of (a), (b), or (c). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration
otherwise paid by the Company to the Participant. The Committee may in the Award Agreement impose any additional tax requirements or
provisions that the Committee deems necessary or desirable.
15.7 Assignability.
Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by
will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the
Participant’s legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide.
The designation by a Participant of a beneficiary will not constitute a transfer of the Stock Option. The Committee may waive or modify
any limitation contained in the preceding sentences of this Section 15.7 that is not required for compliance with Section 422
of the Code.
Except
as otherwise provided herein, Awards may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other
than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its discretion, authorize
all or a portion of a Nonqualified Stock Option or SAR to be granted to a Participant on terms which permit transfer by such Participant
to (a) the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”),
(b) a trust or trusts for the exclusive benefit of such Immediate Family Members, (c) a partnership in which the only partners are (1)
such Immediate Family Members and/or (2) entities which are controlled by the Participant and/or Immediate Family Members, (d) an entity
exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (e) a split interest trust or
pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no
consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option or SAR is granted must
be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent
transfers of transferred Nonqualified Stock Options or SARs shall be prohibited except those by will or the laws of descent and distribution.
Following
any transfer, any such Nonqualified Stock Option and SAR shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Articles 8, 9, 11, 13 and 15 hereof the term “Participant”
shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with respect to the original
Participant, following which the Nonqualified Stock Options and SARs shall be exercisable or convertible by the transferee only to the
extent and for the periods specified in the Award Agreement. The Committee and the Company shall have no obligation to inform any transferee
of a Nonqualified Stock Option or SAR of any expiration, termination, lapse or acceleration of such Stock Option or SAR. The Company
shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued under
a Nonqualified Stock Option or SAR that has been transferred by a Participant under this Section 15.7.
15.8 Use
of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general
funds of the Company.
15.9 Legend.
Each certificate representing shares of Restricted Stock issued to a Participant shall bear the following legend, or a similar legend
deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall
be surrendered upon demand by the Company and so endorsed):
On
the face of the certificate:
“Transfer
of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”
On
the reverse:
“The
shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain Sanara MedTech Inc.
2024 Omnibus Long-Term Incentive Plan, a copy of which is on file in the office of the Secretary of the Company at the principal office
of the Company in Fort Worth, Texas. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject
to the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all
of the provisions of said Plan.”
The
following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a
transaction registered under the applicable federal and state securities laws:
“Shares
of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution,
have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not
be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise
in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may
rely upon an opinion of counsel satisfactory to the Company.”
15.10 Governing
Law. The Plan shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict
of laws, rule or principle of Texas law that might refer the governance, construction, or interpretation of this Plan to the laws of
another state). A Participant’s sole remedy for any Claim shall be against the Company, and no Participant shall have any claim
or right of any nature against any Subsidiary of the Company or any shareholder or existing or former director, officer or Employee of
the Company or any Subsidiary of the Company. The individuals and entities described above in this Section 15.10 (other than the
Company) shall be third-party beneficiaries of this Plan for purposes of enforcing the terms of this Section 15.10.
A
copy of this Plan shall be kept on file in the principal office of the Company in Fort Worth, Texas.
***************
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