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Form 8-K

sec.gov

8-K — REX AMERICAN RESOURCES Corp

Accession: 0000930413-26-001789

Filed: 2026-06-03

Period: 2026-05-28

CIK: 0000744187

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — c116492_8k-ixbrl.htm (Primary)

EX-3.(I) (c116492_ex3-i.htm)

EX-3.(II) (c116492_ex3-ii.htm)

EX-10.(A) (c116492_ex10-a.htm)

EX-10.(B) (c116492_ex10-b.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: c116492_8k-ixbrl.htm · Sequence: 1

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): May 28, 2026

REX AMERICAN RESOURCES

CORPORATION

(Exact name of registrant as specified in

its charter)

Commission File Number 001-09097

Delaware   31-1095548

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

7720 Paragon Rd.

Dayton, Ohio 45459

(Address of principal executive offices and

zip code)

Registrant’s telephone number, including

area code: (937) 276-3931

N/A

(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 (see General Instruction

A.2 below):

☐ 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 Name of each exchange on which registered

Common Stock, $0.01 par value REX New York Stock Exchange

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.

(e) REX American Resources Corporation 2026 Incentive Plan.

On May 28, 2026, the shareholders of REX American Resources Corporation (the “Company”), upon recommendation of the

Company’s Board of Directors, approved the REX American Resources Corporation 2026 Incentive Plan (the “2026 Plan”).

The 2026 Plan is described in the Company’s Proxy Statement for its 2026 Annual Meeting of Shareholders (the “2026

Annual Meeting”), and is included as Exhibit 10(a) to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the Restricted Stock Award Agreement for restricted stock

awards under the 2026 Plan is included as Exhibit 10(b) to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03         Amendment to Articles

of Incorporation or Bylaws; Change in Fiscal Year.

At the 2026 Annual Meeting, the shareholders of the Company adopted

an amendment (the “2026 Amendment”) to the Company’s certificate of incorporation, as amended, increasing the

authorized common stock of the Company from 45,000,000 shares to 90,000,000 shares. The 2026 Amendment became effective on June

1, 2026 when it was filed with the Secretary of State of Delaware. The full text of the 2026 Amendment is included as Exhibit 3(i)

to this Current Report on Form 8-K and is incorporated herein by reference.

On May 28, 2026, the Company’s Board of Directors restated

the Company’s certificate of incorporation, to integrate into the certificate of incorporation all amendments (including

the 2026 Amendment) then in effect and operative, as permitted by Section 245 of the Delaware General Corporation Law (as so restated,

the “Restated Certificate”). The Restated Certificate did not further amend the certificate of incorporation and, therefore,

no further vote of the shareholders was required. The Restated Certificate became effective on June 2, 2026 when it was

filed with the Secretary of State of Delaware. The Restated Certificate is included

as Exhibit 3(ii) to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07         Submission of Matters to a Vote of Security Holders.

The Company’s 2026 Annual Meeting was held on May 28, 2026,

at which the following matters were submitted to a vote of shareholders. The holders of 29,310,250 shares of the Company’s

Common Stock entitled to vote were present in person or by proxy at the 2026 Annual Meeting. Final voting results are shown below.

1. Election of nine directors. The shareholders

elected each of the nine nominees to the Board of Directors for a one-year term by a majority of votes cast.

Nominee

For

Against

Abstain

Broker Non-Votes

Stuart A. Rose

26,871,683

830,097

30,223

1,578,247

Zafar A. Rizvi

27,288,333

413,446

30,223

1,578,248

Edward M. Kress

25,523,524

2,178,859

29,619

1,578,248

David S. Harris

24,983,116

2,714,672

34,214

1,578,248

Charles A. Elcan

25,196,864

2,504,951

30,187

1,578,248

Mervyn L. Alphonso

23,727,331

3,974,484

30,187

1,578,248

Lee I. Fisher

26,645,564

1,056,253

30,186

1,578,248

Anne C. MacMillan

27,343,386

358,430

30,186

1,578,248

Cheryl L. Bustos

25,679,560

2,022,171

30,271

1,578,248

2. Advisory vote on executive compensation:

For

Against

Abstain

Broker Non-Votes

26,834,576

854,974

42,452

1,578,248

3. Adoption of the 2026 Amendment:

For

Against

Abstain

Broker Non-Votes

28,891,318

384,868

34,063

N/A

4. Approval of the 2026 Plan:

For

Against

Abstain

Broker Non-Votes

27,270,159

421,250

40,594

1,578,247

5. Ratification of the appointment of RSM

US LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027:

For

Against

Abstain

Broker Non-Votes

29,137,918

116,788

55,543

N/A

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

The following exhibits are filed with this Current Report on Form

8-K:

Exhibit No.

Description

3(i)

Amendment to Certificate of Incorporation, as amended, of REX American Resources Corporation*

3(ii)

Restated Certificate of Incorporation of REX American Resources Corporation*

10(a)

REX American Resources Corporation 2026 Incentive Plan*

10(b)

Form of Restricted Stock Award Agreement under the REX American Resources 2026 Incentive Plan*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Filed herewith.

-2-

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 thereunto duly authorized.

REX AMERICAN RESOURCES CORPORATION

Date:  June 3, 2026

By:

/s/ Douglas L.

Bruggeman

Name:  Douglas L. Bruggeman

Title: Vice President-Finance, Chief Financial Officer and Treasurer

-3-

0000744187

false

--01-31

REX AMERICAN RESOURCES CORPORATION

0000744187

2026-05-28

2026-05-28

EX-3.(I)

EX-3.(I)

Filename: c116492_ex3-i.htm · Sequence: 2

EXHIBIT 3(i)

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

REX American Resources Corporation

The Corporation organized

and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation is REX

American Resources Corporation.

2. The Certificate of Incorporation of the Corporation

is hereby amended by changing Article 4 thereof so that, as amended, said Article shall be and read as follows:

The total number of shares of stock which the Corporation shall have authority to issue is Ninety Million (90,000,000) and the par value of each of such shares is One Cent ($.01).

The number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote.

3. That said amendment was duly adopted in accordance

with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused

this Certificate of Amendment to be signed on its behalf this 1st day of June, 2026.

By:

/s/Edward

M. Kress

Edward M. Kress, Secretary

EX-3.(II)

EX-3.(II)

Filename: c116492_ex3-ii.htm · Sequence: 3

EXHIBIT 3(ii)

STATE OF DELAWARE

RESTATED CERTIFICATE OF INCORPORATION

OF

REX American Resources Corporation

Pursuant to Section 245(c)

of the Delaware General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation was adopted by the

Board of Directors without a vote of the stockholders and only restates and integrates and does not further amend the provisions

of the corporation’s Certificate of Incorporation as theretofore amended or supplemented, and there is no discrepancy between

those provisions and the provisions of this Restated Certificate and hereby certifies as follows:

1. The corporation was originally incorporated

on February 13, 1984, under the name of Audio/Video Affiliates, Inc. On June 23, 1993, the Corporation’s name was changed

to REX Stores Corporation. On June 9, 2010, the Corporation’s name was changed to REX American Resources Corporation.

2. The address of its registered office in the

State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, New Castle County. The name of its registered agent at such

address is The Corporation Trust Company.

3. The nature of the business or purposes to

be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation

Law of Delaware.

4. The total number of shares of stock which

the Corporation shall have authority to issue is Ninety Million (90,000,000) and the par value of each of such share is One Cent

($0.01).

The number of authorized shares of any class

or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation

entitled to vote.

5. The Corporation is to have perpetual existence.

6. In furtherance and not in limitation of the

powers conferred by statute, the Board of Directors if expressly authorized to make, alter or repeal the By-Laws of the Corporation.

7. Elections of Directors need not be by written

ballot unless the By-Laws of the Corporation shall so provide.

Meetings of the stockholders may be held within

or without of the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision

contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the

Board of Directors or in the By-Laws of the Corporation.

8. The Corporation reserves the right to amend,

alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed

by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

9. To the fullest extent now or hereafter permitted

by the Delaware General Corporation Law, a director of the Corporation shall not be liable to the Corporation or its stockholders

for monetary damages for a breach of fiduciary duty as a director.

Notwithstanding the fact that a lesser percentage

may be specified by law, the affirmative vote of the holders of Sixty-six and two-thirds percent (66 2/3%) or more of the voting

power of all shares of the Corporation then outstanding and entitled to vote thereon, voting together as a single class, shall

be required to amend or repeal, or adopt any provision inconsistent with this Section 9.

IN WITNESS WHEREOF, the Corporation has caused

this Restated Certificate of Incorporation to be signed this 2nd day of June, 2026.

/s/

Edward M. Kress

Edward M. Kress, Secretary

EX-10.(A)

EX-10.(A)

Filename: c116492_ex10-a.htm · Sequence: 4

EXHIBIT 10(a)

REX

AMERICAN RESOURCES CORPORATION

2026 INCENTIVE PLAN

1.

PURPOSE

The purpose of the REX American Resources Corporation

2026 Incentive Plan (hereinafter referred to as this “Plan”) is to (i) assist REX American Resources Corporation

(the “Company”) in attracting and retaining qualified officers, key employees, directors and consultants for

the successful conduct of its business, (ii) provide incentives and rewards for persons eligible for Awards which are directly

linked to the financial performance of the Company in order to motivate such persons to achieve long-range performance goals, and

(iii) allow persons receiving Awards to participate in the growth of the Company.

2.

DEFINITIONS

2.1 “Agreement”

has the meaning set forth in Section 11.6 of this Plan.

2.2 “Award”

has the meaning set forth in Section 5.1 of this Plan.

2.3 “Award Agreement”

has the meaning set forth in Section 5.1 of this Plan.

2.4 “Board”

means the Board of Directors of the Company.

2.5 “Cause”

as a basis for termination of employment, means “cause” (or any similar term) as defined in an applicable employment

agreement with the Company, or any Subsidiary, with respect to any Employee that is a party to an employment agreement and, with

respect to other Employees, means termination based on an act or omission of an Employee determined by a supervisor of the Employee

or other management personnel of the Company or the Subsidiary in question to be an appropriate basis for termination.

2.6 “Change in

Control” means the occurrence of any of the following events:

(i) Any “person”

(as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding any person described in and satisfying

the conditions of Rule 13d-l(b)(1) thereunder), other than the Company, its Subsidiaries or any employee benefit plan of the Company

or any of its Subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding

securities;

(ii) Individuals who, as

of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least

a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election,

or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds (2/3) of the directors

then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding,

for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election

contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents

by or on behalf of an individual or entity other than the Board;

(iii) The consummation of

a merger, combination, consolidation, recapitalization or other reorganization of the Company with one or more other entities that

are not Subsidiaries and, as a result of the transaction, less than 50% of the outstanding voting securities of the surviving or

resulting corporation shall immediately after the event be owned in the aggregate by the stockholders of the Company (directly

or indirectly), determined on the basis of record ownership as of the date of determination of holders entitled to vote on the

action (or in the absence of a vote, the day immediately prior to the event); or

(iv) The completion of a

liquidation or dissolution of the Company.

Notwithstanding the foregoing, no Change in

Control shall be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred,

the Board determines otherwise.

2.7 “Code”

means the Internal Revenue Code of 1986, as currently in effect or hereafter amended.

2.8 “Committee”

means the committee appointed to administer this Plan in accordance with Section 4 of this Plan.

2.9 “Effective

Date” has the meaning set forth in Section 13 of this Plan.

2.10 “Employee”

means any employee of the Company or any Subsidiary (as defined in Section 424 of the Code), including officers of the Company

and any Subsidiary who are employed by the Company or any Subsidiary.

2.11 “Exchange

Act” means the Securities Exchange Act of 1934, as amended.

2.12 “Fair Market

Value” unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means,

as of any date, the closing price of the Stock on the applicable date as reported on the NYSE, or if not traded on the NYSE, as

reported by any principal national securities exchange in the United States on which it is then traded (or if the Stock has not

been reported on such date, on the first day prior thereto on which the Stock was reported). In the event the Stock is not traded

on an established exchange, fair market value shall be determined in accordance with the safe harbor provisions of Code Regulation

1.409A-1, as amended.

2.13 “Fiscal Year”

means the fiscal year then being utilized by the Company for accounting purposes.

2.14 “Incentive

Stock Option” or “ISO” means any Stock Option granted to an Employee pursuant to this Plan which is

designated as such by the Committee and which complies with Section 422 of the Code or any successor provision.

2.15 “NYSE”

means the New York Stock Exchange.

2.16 “Non-Qualified

Stock Option” means any Stock Option granted to a Participant pursuant to this Plan, which is not an ISO.

2.17 “Option Price”

means the purchase price of one share of Stock upon exercise of a Stock Option.

2.18 “Participant”

has the meaning specified in Section 3 of this Plan.

2

2.19 “Performance

Award” means an Award described in Section 9 of this Plan.

2.20 “Performance

Goals” means the performance goals that a Participant must satisfy to receive payment as determined in accordance with

Section 10 of this Plan.

2.21 “Restricted

Stock” means any Stock issued pursuant to Section 8 of this Plan with the restriction that the holder may not sell, transfer,

pledge or assign the Stock, and/or with such other restrictions as the Committee may impose (including, without limitation, any

restriction on the right to vote the Stock, and the right to receive any cash dividends), which restrictions may lapse separately

or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.22 “Restricted

Stock Unit” or “RSU” means a right, granted under this Plan, to receive Stock or cash or a combination

thereof at the end of a specified period.

2.23 “Stock”

means the shares of Common Stock of the Company, par value $.01 per share, or any security into which such Stock may be changed

by reason of any transaction or event of the type referred to in Section 5.6 below.

2.24 “Stock Appreciation

Right” or “SAR” means the right of a Participant to receive cash and/or Stock with a Fair Market Value

equal to the appreciation of the Fair Market Value of a share of Stock during a specified period of time.

2.25 “Stock Option”

or “Option” means an Award that entitles a Participant to purchase one share of Stock for each Option granted.

2.26 “Subsidiary”

means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities beginning with the Company

if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities

or interests representing more than 50% of the total combined voting power of all classes of securities or interests in one of

the other entities in such chain.

2.27 “Tax-Related

Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social

insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred

to a Participant) for which a Participant is liable in connection with Awards and/or Stock.

2.28 “Total Disability”

shall mean such medically determinable physical or mental impairment or disability which shall render such individual incapable

of performing substantially all of his/her duties for the Company as determined by a qualified physician chosen by the Company.

3.

PARTICIPATION

The participants in this Plan shall be those

persons who are selected to participate by the Committee and who are (i) Employees serving in managerial, administrative or professional

positions, (ii) directors or officers of the Company, or (iii) consultants to the Company or any Subsidiary who qualify as a consultant

under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement

(including, as may be provided in an applicable Award Agreement, the estate, devisee, heir at law or other permitted transferee

of a participant in this Plan, collectively “Participants”). No individual shall have any right to be granted

an Award pursuant to the Plan and neither the Company nor the Committee is obligated to treat eligible Participants, Participants

or any other persons uniformly.

3

4.

ADMINISTRATION

This Plan shall be administered and interpreted

by the Compensation Committee of the Board or such other committee of two or more members of the Board appointed by the Board.

Members of the Committee shall be “Non-Employee Directors” as that term is defined for purposes of Rule 16b-3(b)(3)(i)

under the Exchange Act. The Committee (i) shall determine the number and types of Awards to be made under this Plan, (ii) shall

set the Option Price, the grant price or the purchase price for each Award, (iii) may establish any applicable administrative regulations

to further the purpose of this Plan, (iv) shall approve forms of Award Agreements between a Participant and the Company and (v)

may correct defects and ambiguities, supply omissions, reconcile inconsistencies in the Plan or any Award Agreement and take any

other action necessary or desirable to interpret, construe or implement the provisions of this Plan. The Committee’s determinations

under the Plan are in its sole discretion and will be final, binding and conclusive on all persons having or claiming any interest

in the Plan or any Award.

5.

AWARDS

5.1 Form of Awards.

Awards under this Plan may be in any of the following forms (or a combination thereof): (i) Stock Options, (ii) Stock Appreciation

Rights, (iii) grants of Stock, including Restricted Stock and RSUs, or (iv) Performance Awards, provided, however, that ISOs may

be granted only to Employees (collectively, “Awards”). The Committee may require that any or all Awards under

this Plan be made pursuant to an agreement between the Participant and the Company (an “Award Agreement”).

5.2 Maximum Amount of

Stock Available. Subject to Section 5.3 below, the total number of shares of Stock granted, or covered by Options granted,

under this Plan during the term of this Plan shall not exceed 1,500,000 (the “Overall Share Limit”). All of

such shares of Stock in the Overall Share Limit may be subject to grants of ISOs. Shares of Stock issued or delivered pursuant

to an Award may be authorized but unissued Stock, treasury Stock, including Stock purchased in the open market, or a combination

of the foregoing. The Overall Share Limit shall be subject to adjustment as provided in Section 5.6 below.

5.3 Share Recycling.

If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, canceled

without having been fully exercised or forfeited, or not issuing any Stock covered by the Award, the unused Stock covered by the

Award will, as applicable, become or again be available for Awards under the Plan. The payment of dividend equivalents in cash

in conjunction with any outstanding Awards shall not count against the Overall Share Limit. Notwithstanding the foregoing, the

following Stock issued or delivered under this Plan shall not again be available for future grants of Awards: (i) Stock tendered

by a Participant or withheld by the Company in payment of the Option Price of an Option; (ii) Stock tendered by the Participant

or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Stock that is repurchased

by the Company with Option proceeds; and (iv) Stock subject to SARs that is not issued in connection with the settlement of the

SAR on exercise thereof. Notwithstanding the provisions of this Section 5.3, no Stock may again be optioned, granted or awarded

pursuant to an Incentive Stock Option if such action would cause such Option to fail to qualify as an incentive stock option under

Section 422 of the Code.

5.4 Minimum Vesting Provisions.

Notwithstanding any other provision of the Plan to the contrary, Awards shall not become vested or exercisable any earlier than

the first anniversary of the date of grant of the Award (excluding, for this purpose, any (a) substitute Awards granted in connection

with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by

the Company or any of its Subsidiaries, (b) Awards that are settled in cash, (c) Stock delivered in lieu of fully vested cash obligations,

and (d) Awards to Directors that vest in full no later than the earlier of the first anniversary of the date of grant or the next

annual meeting of stockholders (provided

4

that such vesting period is not less than 50

weeks after the date of grant)); provided, however, that (i) the Committee may grant Awards without regard to the foregoing minimum

vesting requirement with respect to a maximum of five percent (5%) of the Overall Share Limit (subject to adjustment as provided

in Section 5.6 below); and (ii) the foregoing minimum vesting requirement does not limit the Committee’s discretion to provide

for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability, other termination

of employment or a Change in Control, by the terms of the Award Agreement or otherwise.

5.5 No Repricing.

Unless such action is approved by the Company’s stockholders in accordance with applicable law, and other than adjustments

to the Option Price or SAR grant price pursuant to Section 5.6 below, (i) no outstanding Options or SARs granted under this Plan

may be amended to provide an Option Price or grant price that is lower than the then-current Option Price or grant price of such

outstanding Options or SARs, (ii) the Committee may not cancel any outstanding Options or SARs and grant in substitution therefor

new Awards under this Plan covering the same or a different number of shares of Stock having an Option Price or grant price lower

than the then-current Option Price or grant price of the cancelled Options or SARs, and (iii) the Committee may not authorize the

repurchase of outstanding Options or SARs which have an Option Price or grant price that is higher than the then-current Fair Market

Value of a share of Stock.

5.6 Adjustment in the

Event of Recapitalization, etc. In the event of any change in the outstanding Stock by reason of any stock split, stock dividend,

extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, combination or exchange of shares or

other similar corporate change, special distribution to the stockholders or any other event which, in the judgment of the Committee,

necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available

under this Plan, the Committee shall make such equitable adjustments as it deems appropriate in (i) the number and type of securities

subject to each outstanding Award or with respect to which Awards may be granted under the Plan (including, but not limited to,

adjustments of the Overall Share Limit), (ii) the grant price, purchase price or Option Price with respect to any Award, and (iii)

the Performance Goals with respect to an Award. Any such adjustment shall be made without the consent of any Participant and shall

be conclusive and binding for all purposes of this Plan.

5.7 Change in Control.

Subject to Code Section 409A and Section 15 of this Plan, unless otherwise provided in an Award Agreement, in the event of a Change

in Control of the Company, all outstanding Awards will become immediately exercisable or vested, without regard to any limitation

imposed pursuant to this Plan or the applicable Award Agreement, provided that any Awards with respect to which the number of shares

of Stock earned depends upon performance shall vest based on the greater of: (i) an assumed achievement of all relevant Performance

Goals at their “target” level, or (ii) the actual level of achievement of all relevant Performance Goals against target

measured through the date immediately prior to the Change in Control (or as close to such date as administratively practicable).

In connection with a Change in Control, the Committee may, in its sole discretion and without the consent of Award holders, provide

that any outstanding and vested Award (or a portion thereof), including those that vest by reason of the immediately preceding

sentence, shall, upon the occurrence of such Change in Control, be cancelled in exchange for a payment in cash or other property

(in the same form and proportion as the transaction consideration is payable to stockholders generally) in an amount equal to the

excess, if any, of the Fair Market Value of the Stock subject to the Award, over any Option Price or grant price per share related

to the Award, which amount may be zero if the Fair Market Value of a share of Stock does not exceed the Option Price or grant price

per share of the applicable Awards.

5.8 Dissolution or Liquidation.

Upon the dissolution or liquidation of the Company, this Plan shall terminate, and all Awards outstanding hereunder shall terminate.

In the event of any termination of this Plan under this Section 5.8, each individual holding an Award shall have the right, immediately

prior

5

to the occurrence of such termination and during

such reasonable period as the Committee shall determine and designate, to exercise such Award in whole or in part, whether or not

such Award was otherwise exercisable at the time such termination occurs and without regard to any vesting or other limitation

on exercise imposed pursuant to this Plan.

6.

STOCK OPTIONS

6.1 Grant of Award.

The Company may award Options to purchase Stock, including Restricted Stock (hereinafter referred to as “Stock Option

Awards”) to such Participants as the Committee authorizes and under such terms as the Committee establishes. The Committee

shall determine with respect to each Stock Option Award, and designate in the grant, whether a Participant is to receive an ISO

or a Non-Qualified Stock Option.

6.2 Option Price.

The Option Price per share subject to a Stock Option Award shall be specified in the grant, but in no event shall be less than

the Fair Market Value per share on the date of grant. Notwithstanding the foregoing, if the Participant to whom an ISO is granted

owns, at the time of the grant, more than ten percent (10%) of the combined voting power of the Company, the Option Price per share

subject to such grant shall not be less than one hundred ten percent (110%) of the Fair Market Value.

6.3 Terms of Option.

A Stock Option that is an ISO shall not be transferable by the Participant other than as permitted under Section 422 of the Code

or any successor provision and this Plan, and, during the Participant’s lifetime, shall be exercisable only by the Participant.

Non-Qualified Stock Options are subject to such restrictions on transferability and exercise as set forth in this Plan and as may

be provided for by the Committee in the terms of the grant. A Stock Option shall be of no more than ten (10) years’ duration,

except that an ISO granted to a Participant who, at the time of the grant, owns Stock representing more than ten percent (10%)

of the combined voting power of the Company shall by its terms be of no more than five (5) years’ duration. A Stock Option

shall vest in a Participant to whom it is granted and be exercisable only after the earliest of (i) such period of time as the

Committee shall determine and specify in the grant, (ii) the Participant’s death, or (iii) a Change in Control.

6.4 Exercise of Option.

Subject to the following exceptions, and except as provided in an applicable Award Agreement, a Stock Option awarded to a Participant

who is an employee is only exercisable by that Participant while the Participant is in active employment with the Company or a

Subsidiary or within (i) 90 days after termination of such employment for Cause, (ii) a one-year period after a Participant’s

death, provided the Option is exercised by the estate of the Participant or by any person who acquired such Option by bequest or

inheritance, (iii) a one-year period commencing on the date of the Participant’s termination of employment other than due

to death, Total Disability, or by the Company or a Subsidiary for Cause, or (iv) a one-year period commencing on the Participant’s

termination of employment on account of Total Disability. A Stock Option may not be exercised pursuant to this paragraph after

the expiration date of the Stock Option. Notwithstanding the foregoing, any ISO is only exercisable by the Participant (i) while

the Participant is in active employment with the Company or a Subsidiary or within three months after termination of such employment,

(ii) within a one-year period after a Participant’s death, provided the ISO is exercised by the estate of the Participant

or by any person who acquired such ISO by bequest or inheritance, or (iii) within a one-year period commencing on the Participant’s

termination of employment on account of Total Disability. The foregoing sentence is intended to comply with Section 422 under the

Code. To the extent those requirements change, this Section 6.4 shall be deemed to be amended to reflect such change.

An Option may be exercised with respect to

part or all of the Stock subject to the Option by giving written notice to the Company of the exercise of the Option. The Option

Price for the Stock for which an Option is exercised shall be paid on the date of exercise in cash (by certified, bank cashier’s

or personal check), in

6

whole shares of Stock owned by the Participant

prior to exercising the Option, in a combination of cash and such shares or on such other terms and conditions as the Committee

may approve.

6.5 Limitation Applicable

to Incentive Stock Options. The aggregate Fair Market Value (determined at the time such ISO is granted) of the Stock for which

any individual may have an ISO which first became vested and exercisable in any calendar year (under all plans of the Company under

which Stock Options are available for grant) shall not exceed $100,000. Options granted to such individual in excess of the $100,000

limitation, and any Options issued subsequently which first become vested and exercisable in the same calendar year, shall be treated

as Non-Qualified Stock Options. In the event the individual holds two or more Option Awards that become exercisable for the first

time in the same calendar year, such limitation shall be applied on the basis of the order in which such Option Awards were granted.

6.6 Notification of Company

Upon Disqualifying Disposition of Incentive Stock Options. In the event a Participant sells or otherwise transfers Stock acquired

through the exercise of an Incentive Stock Option prior to the expiration of the required holding period under Code Section 422,

the Participant shall provide prompt notice of such sale or transfer to the Company.

7.

STOCK APPRECIATION RIGHTS

Subject to the terms and conditions of this

Plan, the Committee may grant Stock Appreciation Rights (SARs), in such amounts and on such terms and conditions as the Committee

shall determine, including, but not limited to, those listed below, except that a SAR shall vest in a Participant to whom it is

granted and be exercisable only after the earliest of (i) such period of time as the Committee shall determine and specify in the

grant, (ii) the Participant’s death, or (iii) a Change in Control:

(i) whether the SAR is granted

independently of an Option or relates to an Option or other Award, provided that if a SAR is granted in relation to an Option,

then, unless otherwise determined by the Committee, the SAR shall be exercisable or shall mature at the same time or times, on

the same conditions and to the extent and in the proportion that the related Option is exercisable and may be exercised or mature

for all or part of the shares subject to the related Option. In such case, upon exercise of any number of SARs, the number of shares

subject to the related Option shall be reduced accordingly and the Option may not be exercised with respect to that number of shares.

The exercise of any number of Options that relate to a SAR shall likewise result in an equivalent reduction in the number of shares

covered by the related SAR;

(ii) the grant date, which

may not be any day prior to the date that the Committee approves the grant;

(iii) the number of shares

to which the SAR relates;

(iv) the grant price, provided

that the grant price shall not be less than the Fair Market Value of the Stock subject to the SAR on the date of grant;

(v) the terms and conditions

of exercise or maturity;

(vi) the term, provided

that a SAR must terminate no later than ten years after the date of grant;

(vii) the exercise period

following a Participant’s termination of employment; and

(viii) whether the SAR will

be settled in cash, Stock or a combination thereof.

7

8.

GRANTS OF STOCK AND RESTRICTED STOCK UNITS

8.1 General. The

Committee may grant, either alone or in addition to other Awards granted under this Plan, Stock (including Restricted Stock) and

Restricted Stock Units to such Participants as the Committee authorizes and under such terms (including the payment of a purchase

price) as the Committee establishes. Any Participant who receives Stock under this Plan who determines to make an election under

Section 83(b) of the Code must notify the Company in writing promptly after such election is made.

8.2 Restricted Stock

Terms. Awards of Restricted Stock shall be subject to such terms and conditions as are established by the Committee. Such terms

and conditions may include, but are not limited to, the requirement of continued service with the Company or a Subsidiary, the

manner in which the Restricted Stock is held, the extent to which the holder of the Restricted Stock has rights of a stockholder

and the circumstances under which the Restricted Stock shall be forfeited. During any restricted period applicable to Restricted

Stock: (i) the shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated; (ii) unless otherwise

provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such

Restricted Stock; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such

Restricted Stock during the restricted period; provided, however, that that any dividends with respect to unvested shares of Restricted

Stock shall be accumulated (or, if determined by the Committee, deemed reinvested in additional shares of Restricted Stock), until

such Award is earned and vested, and shall be subject to the same terms and conditions as the original Award (including the applicable

time-based or performance-based vesting conditions). Upon the termination of employment of a Participant who is an Employee during

the period any restrictions are in effect, all Restricted Stock (and any accumulated dividends) shall be forfeited without compensation

to the Participant unless otherwise provided in the Award of the Restricted Stock or pursuant to the terms of such Employee’s

employment agreement, if any.

8.3 Restricted Stock

Units. RSUs shall be subject to such restrictions on transferability, risk of forfeiture and other rights and restrictions,

if any, as the Committee may impose as reflected in the applicable Award Agreement, which restrictions may lapse separately or

in combination at such times, under such circumstances (including based on achievement of performance conditions and/or future

service requirements), in such installments or otherwise and under such other circumstances as the Committee may determine. The

Committee may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the

Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, subject to

compliance with applicable law. Restricted Stock Units may be settled in whole shares of Stock, cash or a combination thereof,

as specified by the Committee in the related Award Agreement.

9.

PERFORMANCE AWARDS

The Committee may grant, either alone or in

addition to other Awards granted under this Plan, Awards based on the attainment, over a specified period, of individual Performance

Goals as the Committee authorizes and under such terms as the Committee establishes. Performance Awards shall entitle the Participant

to receive an Award if the measures of performance established by the Committee are met. The Committee shall determine the times

at which Performance Awards are to be made and all conditions of such Awards. Performance Awards may be settled in whole shares

of Stock, cash or a combination thereof, as specified by the Committee in the related Award Agreement. Unless otherwise provided

in the Award, a Participant who is an Employee must be an Employee at the end of the performance period in order to receive the

Performance Award.

8

10.

PERFORMANCE GOALS

“Performance Goals” means

the specified performance goals which have been established by the Committee in connection with an Award. Performance Goals may

be based on one or more of the following criteria, as determined by the Committee:

(i) the attainment of certain

target levels of, or a specified increase in, the Company’s and/or a Subsidiary’s or other operational unit’s

enterprise value or value creation targets;

(ii) the attainment of certain

target levels of, or a percentage increase in, the Company’s and/or a Subsidiary’s or other operational unit’s

after-tax or pre-tax profits, including, without limitation, that attributable to the Company’s and/or a Subsidiary’s

or other operational unit’s continuing and/or other operations;

(iii) the attainment of

certain target levels of, or a specified increase relating to, the Company’s and/or a Subsidiary’s or other operational

unit’s operational cash flow or working capital, or a component thereof;

(iv) the attainment of certain

target levels of, or a specified decrease relating to, the Company’s and/or a Subsidiary’s or other operational unit’s

operational costs, or a component thereof;

(v) the attainment of a

certain level of reduction of, or other specified objectives with regard to limiting the level of increase in all or a portion

of bank debt or other of the Company’s and/or a Subsidiary’s or other operational unit’s long-term or short-term

public or private debt or other similar financial obligations of the Company and/or Subsidiary or other operational unit, which

may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee;

(vi) the attainment of a

specified percentage increase in earnings per share or earnings per share from the Company’s and/or a Subsidiary’s

or other operational unit’s continuing operations;

(vii) the attainment of

certain target levels of, or a specified percentage increase in, the Company’s and/or a Subsidiary’s or other operational

unit’s sales, net sales, operating income, revenues, net revenues, net income or net earnings or earnings before income tax

or other exclusions;

(viii) the attainment of

certain target levels of, or a specified increase in, the Company’s and/or a Subsidiary’s or other operational unit’s

return on capital employed or return on invested capital;

(ix) the attainment of certain

target levels of, or a percentage increase in, the Company’s and/or a Subsidiary’s or other operational unit’s

after-tax or pre-tax return on stockholder equity;

(x) the attainment of certain

target levels in the Fair Market Value of the Stock;

(xi) the growth in the value

of an investment in the Stock assuming the reinvestment of dividends;

(xii) the attainment of

certain target levels of, or a specified increase in, EBITDA (earnings before interest, taxes, depreciation and amortization);

and

9

(xiii) successful mergers,

acquisitions of other companies or assets and any cost savings or synergies associated therewith; successful dispositions of Subsidiaries

or operational units of the Company or any of its Subsidiaries.

In addition to the above criteria, the Performance

Goals may be based upon the attainment by the Company and/or a Subsidiary or other operational unit thereof of specified levels

of performance under one or more of the foregoing measures relative to the performance of other business entities. The Committee

may, in connection with the grant of the Award (i) designate additional business criteria upon which the Performance Goals may

be based, (ii) modify, amend or adjust the business criteria described above, or (iii) incorporate in the Performance Goals provisions

regarding changes in accounting methods, corporate transactions (including, without limitation, dispositions or acquisitions) and

similar events or circumstances. Performance Goals may include, as determined by the Committee, a threshold level of performance

below which no Award will be earned, levels of performance at which an Award will become partially earned and a level at which

an Award will be fully earned. The Committee may in its sole discretion, and without the consent of any Participant, adjust the

Performance Goals or performance criteria (or the related levels of achievement of the performance goals or performance criteria)

applicable to an Award to equitably account for any events or developments affecting achievement of the performance goals or performance

criteria that were not anticipated at the date of grant.

11.

GENERAL PROVISIONS

11.1 Assignment.

Except as the Committee may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options,

Awards (other than vested shares of Restricted Stock) may not be sold, assigned, transferred, pledged or otherwise encumbered,

either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Committee’s

consent, pursuant to a domestic relations order, and, during the life of the Participant, Options and Stock Appreciation Rights

will be exercisable only by the Participant. References in this Plan to a Participant, to the extent relevant in the context, will

include references to a transferee approved by the Committee.

11.2 Unfunded, Unsecured

Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title

to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or

other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant

shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets of the

Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any

Subsidiary shall be sufficient to pay any benefits to any person.

11.3 No Employment Rights.

Participation in this Plan shall not affect the right of the Company or any Subsidiary to discharge a Participant, nor constitute

an agreement of employment between a Participant and the Company or any Subsidiary.

11.4 Governing Law.

This Plan shall be interpreted in accordance with, and the enforcement of this Plan shall be governed by, the laws of the State

of Delaware, subject to any applicable federal or state securities laws and federal income tax laws (as specified herein).

11.5 Headings. The

headings preceding the text of the sections of this Plan have been inserted solely for convenience of reference and do not affect

the meaning or interpretation of this Plan.

11.6 Employment Agreement.

In the event a Participant is covered by an employment, change in control or other similar agreement (each, an “Agreement”)

and there is a conflict between the terms of the Agreement and the terms of this Plan, then the terms of the Agreement shall control.

10

11.7 Dividend Equivalents.

Any dividends or dividend equivalents credited with respect to any Award, which may be either in cash or in additional shares of

Stock, as determined by the Committee in its sole discretion and set forth in the related Award Agreement, will be subject to the

same time and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the

same time as such Award. Notwithstanding the foregoing, no dividends or dividend equivalents shall be granted with respect to Stock

underlying a Stock Option or Stock Appreciation Right.

11.8 Clawback Provisions.

All Awards (including the gross amount of any proceeds, gains or other economic benefit the Participant actually or constructively

receives upon receipt or exercise of any Award or the receipt or resale of any Stock underlying the Award) will be subject to recoupment

by the Company to the extent provided in the REX American Resources Corporation Compensation Recovery Policy, or its successor,

whether or not such policy was in place at the time of grant of an Award.

11.9 Acceptance of Plan.

By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall

be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions

of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance with the

terms and conditions of the Plan.

11.10 Successors.

All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether

the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale

or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company”

herein and in any Award Agreements shall be deemed to refer to such successors.

11.11 Relationship to

Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,

savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary, except as expressly provided

in writing in such other plan or an agreement thereunder.

12.

AMENDMENT, SUSPENSION OR TERMINATION

12.1 General Rule.

The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however,

that (a) no alteration or amendment that requires stockholder approval in order for the Plan to comply with any rule promulgated

by the Securities and Exchange Commission or any securities exchange on which the Stock is listed or any other applicable laws

shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote

thereon within the time period required under such applicable listing standard or rule; and (b) no termination, amendment, suspension,

or modification of the Plan (other than an increase to the Overall Share Limit or a change deemed necessary or advisable to comply

with applicable law or applicable exchange listing requirements) shall adversely affect any outstanding Award without the written

consent of the Participant holding such Award.

12.2 Compliance With

Rule 16b-3. With respect to any person subject to Section 16 of the Exchange Act, transactions under this Plan are intended

to comply with the requirements of Rule 16b-3 under the Exchange Act, as applicable during the term of this Plan. To the extent

that any provision of this Plan or action of the Committee or its delegates fails to so comply, it shall be deemed null and void.

12.3 Adjustment to Outstanding

Awards. The Committee may in its sole discretion at any time (a) provide that all or a portion of a Participant’s Stock

Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially

exercisable; (b) provide

11

that all or a part of the time-based vesting

restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Goals or other performance-based

criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or (c) waive any other limitation or requirement

under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare.

13.

EFFECTIVE DATE AND DURATION OF PLAN

This Plan shall be effective on the date this

Plan is approved by the Company’s stockholders (the “Effective Date”) in accordance with applicable law.

No Award shall be granted under this Plan after the day prior to the tenth anniversary of the Effective Date.

14.

TAX WITHHOLDING

Each Participant must pay the Company or a

Subsidiary, as applicable, or make provision satisfactory to the Committee for payment of, any Tax-Related Items required by applicable

law to be withheld in connection with such Participant’s Awards by the date of the event creating the liability for Tax-Related

Items. At the Company’s discretion and subject to any Company insider trading policy (including black-out periods), any withholding

obligation for Tax-Related Items may be satisfied by (i) deducting an amount sufficient to satisfy such withholding obligation

from any payment of any kind otherwise due to a Participant; (ii) accepting a payment from the Participant in cash, by wire transfer

of immediately available funds, or by check made payable to the order of the Company or a Subsidiary, as applicable; (iii) accepting

the delivery of Stock, including Stock delivered by attestation; (iv) retaining Stock from the Award creating the withholding obligation

for Tax-Related Items, valued on the date of delivery, (v) if there is a public market for shares of Stock at the time the withholding

obligation for Tax-Related Items is satisfied, selling shares of Stock issued pursuant to the Award creating the withholding obligation

for Tax-Related Items, either voluntarily by the Participant or mandatorily by the Company; (vi) any other lawful consideration

permitted by the Committee; or (vii) any combination of the foregoing payment forms. The amount withheld pursuant to any of the

foregoing payment forms shall be determined by the Company and may be up to, but no greater than, the aggregate amount of such

obligations based on the maximum statutory withholding rates in the applicable Participant’s jurisdiction for all Tax-Related

Items that are applicable to such taxable income. If any tax withholding obligation will be satisfied under clause (v) above, each

Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company

and instruction and authorization to any brokerage firm selected by the Company to effect the sale to complete the transactions

described in clause (v).

15.

SECTION 409A OF THE CODE

In the event any Award under this Plan is subject

to the provisions of Code Section 409A, this Plan and any such Award shall be administered and interpreted in a manner consistent

with provisions of Section 409A of the Code and any rules or regulations issued pursuant thereto.

This Plan is intended not to provide for deferral

of compensation for purposes of Section 409A, by means of complying with Section 1.409A-1(b)(4) and/or Section 1.409A-1(b)(5) of

the final Treasury regulations issued under Section 409A. The provisions of this Plan shall be interpreted in a manner that satisfies

the requirements of Section 1.409A-1(b)(4) and/or Section 1.409A-1(b)(5) of the final Treasury regulations issued under Section

409A and this Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any Award would otherwise

frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid

this conflict.

In the event that following the application

of the immediately preceding paragraph, any Award is subject to Section 409A, the provisions of Section 409A of the Code and the

regulations issued thereunder are

12

incorporated herein by reference to the extent

necessary for any Award that is subject to Section 409A to not incur tax due to noncompliance with Section 409A. In such event,

the provisions of this Plan shall be interpreted in a manner that satisfies the requirements of Section 409A and the related regulations,

and this Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any Award would otherwise

frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid

this conflict. Furthermore, with respect to RSUs and Performance Awards, to the extent necessary not to incur tax due to non-compliance

with Section 409A, Change in Control will not be deemed to occur unless such Change in Control constitutes a “change in control

event” (as such term is defined in Code Section 409A and the regulations issued thereunder).

Notwithstanding any other provision of this

Plan, in the event a Participant is treated as a “specified employee” under Section 409A and any payment under this

Plan is treated as a nonqualified deferred compensation payment under Section 409A, then payment of such amounts shall be delayed

for six months and a day following the effective date of the Participant’s termination of employment, at which time a lump

sum payment shall be made to the Participant consisting of the sum of the delayed payments This provision shall not apply in the

event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s

death during the aforementioned six-month and a day period, any such delayed nonqualified deferred compensation shall be paid within

30 days after such specified employee’s death.

Notwithstanding any other provisions of this

Plan, the Company does not guarantee to any Participant or any other person that any Award intended to be exempt from Section 409A

shall be so exempt, nor that any Award intended to comply with Section 409A shall so comply, nor will the Company indemnify, defend

or hold harmless any individual with respect to the tax consequences of any such failure.

13

EX-10.(B)

EX-10.(B)

Filename: c116492_ex10-b.htm · Sequence: 5

EXHIBIT 10(b)

RESTRICTED STOCK

AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD

AGREEMENT (this “Agreement”) is made on __________, _____, by and between REX American Resources Corporation,

a Delaware corporation (the “Company”) and the undersigned, ______________________ (“Grantee”).

Capitalized terms not otherwise defined herein shall have the same meaning as in the REX American Resources Corporation 2026 Incentive

Plan (the “Plan”).

1. Grant

of Restricted Stock. Pursuant to the Plan, the Company hereby grants to Grantee, as of the date hereof (the “Date

of Grant”), ____ shares of Stock, subject to the restrictions, terms and conditions set forth in this Agreement (the “Restricted

Stock”).

(a) Issuance

of Shares. The Restricted Stock is being issued by the Company to Grantee in consideration of Grantee’s service to the Company,

for which the Committee has determined Grantee has not been fully compensated, and the Committee has determined that the benefit received

by the Company and its Subsidiaries as a result of such service has a value that exceeds the aggregate par value of the shares of Restricted

Stock, which shares, when issued in accordance with the terms hereof, shall be fully paid and nonassessable.

(b) Issuance

Mechanics. On the Date of Grant, the Company shall issue the shares of Restricted Stock to Grantee and shall (i) cause a stock certificate

or certificates representing the shares of Restricted Stock to be registered in the name of Grantee, or (ii) cause such shares to be held

in book entry form. If a stock certificate is issued, it shall be delivered to and held in custody by the Company and shall bear the restrictive

legends required by Section 4(c) below. If the shares of Restricted Stock are held in book entry form, then such entry will reflect that

the shares are subject to the restrictions of this Agreement. Grantee hereby agrees to execute a stock assignment in a form acceptable

to the Company with respect to the shares of Restricted Stock upon the request of the Company.

2. Period

of Restriction and Vesting of Restricted Stock.

(a) Period

of Restriction. All restrictions imposed by this Agreement and the Plan shall apply to the Restricted Stock until the Restricted Stock

vests (as provided in Sections 2(b), 3 or 5 hereof) (the period during which such restrictions apply is referred to as the “Period

of Restriction”). Restricted Stock after the Period of Restriction has ended is referred to as “Vested Stock.”

(b) Vesting.

Subject to Sections 3, 4 and 5 hereof, the restrictions on the Restricted Stock shall lapse and the Restricted Stock shall vest on the

following dates (collectively, the “Vesting Period”), subject to Grantee’s continued service through the applicable

vesting date:

Date

Annual

Amount Vested

Cumulative

Amount

First Anniversary of Date of Grant

one-third1

one-third

Second Anniversary of Date of Grant

one-third2

two-thirds

Third Anniversary of Date of Grant

one-third2

all

1 Rounded down to the nearest

share, if necessary

2 Rounded up to the nearest

share, if necessary

3. Accelerated

Vesting. Notwithstanding the foregoing, the restrictions applicable to the Restricted Stock shall lapse and the Restricted

Stock shall vest and become Vested Stock upon the occurrence of any of the following events during the Vesting Period:

(a) Death

or Total Disability of Grantee;

(b) Termination

of employment of Grantee by the Company or a Subsidiary by which Grantee is employed without Cause (as defined in an employment agreement

between Grantee and the Company or a Subsidiary, if any, or if none as defined in the Plan);

(c) Voluntary

termination of employment by Grantee after having obtained twenty (20) years of service with the Company or a Subsidiary and attained

age 55;

(d) Grantee’s

termination of employment with the Company or a Subsidiary for “good reason” within twelve (12) months following a Change

in Control as defined in the Plan (as “good reason” is defined in an employment agreement between Grantee and the Company

or a Subsidiary, if any, or if none this event shall not apply);

(e) If

Grantee is a non-employee director of the Company, (i) Grantee’s termination of service on the Board of Directors of the Company

by reason of retirement, which is deemed to occur only if Grantee (x) voluntarily resigns from the Board of Directors (and not at the

request of the Board of Directors due to conduct by Grantee that results in, or could reasonably be expected to result in, material harm

to the business or reputation of the Company or any of its Subsidiaries) and (y) attained age 55 with at least 20 years of service on

the Board of Directors prior to the date of such termination or (ii) Grantee’s involuntary termination of service on the Board of

Directors following a Change in Control; and

(f) Any

other event specified as causing accelerated vesting in an applicable employment agreement, if any, between Grantee and the Company or

a Subsidiary.

4. Forfeiture

and Transfer Restrictions.

(a) Forfeiture.

Except as otherwise provided in Section 3 above, in the event that Grantee’s service with the Company terminates for any reason

during the Vesting Period, all of the shares of Restricted Stock that are not Vested Stock (after application of Section 3 above) shall

thereupon be forfeited immediately and without any further action by the Company (the “Forfeited Stock”). Upon the

occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Forfeited Stock and all rights and interests

therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of shares of Forfeited

Stock. The Restricted Stock and any stock assignment executed by Grantee shall be held by the Company in accordance with Section 4(d)

below until the shares are forfeited as provided in this Section 4(a), until such shares of Restricted Stock become Vested Stock, or until

such time as this Agreement no longer is in effect.

(b) Non-Transferability

of Restricted Stock. The Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until

the Restricted Stock has become Vested Stock.

(c) Legends.

Grantee understands and agrees that the Company may cause legends reflecting the restrictions on the Restricted Stock (including the vesting

conditions, forfeiture provisions, and transfer restrictions) to be placed upon any certificate(s) evidencing ownership of the shares

together with any other legends that may be required by state or federal securities laws.

-2-

(d) Escrow.

Grantee, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the Secretary of the Company as Grantee’s

attorney(s)-in-fact to hold the shares of Restricted Stock in escrow and to effect any transfer of Forfeited Stock to the Company as may

be required pursuant to the Plan or this Agreement, and Grantee agrees to execute such representations or other documents or assurances

as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its designee,

shall not be liable for any act it may do or omit to do with respect to holding the shares of Restricted Stock in escrow and while acting

in good faith and in the exercise of its judgment.

(e) Refusal

to Transfer; Stop-Transfer Notices. The Company shall not be required (i) to transfer on its books any shares of Stock that have been

sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such shares or to accord

the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred. Grantee agrees

that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer”

instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to

the same effect in its own records.

(f) Release

of Restricted Stock. As soon as administratively practicable following the date that shares of Restricted Stock become Vested Stock,

the Company shall, as applicable, either deliver to Grantee the certificate or certificates representing such shares in the Company’s

possession belonging to Grantee without the legend referred to in Section 4(c) above, or, if the shares are held in book entry form, then

the Company shall remove any restrictions listed on the book form notations. Grantee (or the beneficiary or personal representative of

Grantee in the event of Grantee’s death or incapacity, as the case may be) shall deliver to the Company any representations or other

documents or assurances as the Company or its representatives deem necessary or advisable in connection with any such delivery.

5. Change

in Control. In the event of a Change in Control, this Award shall be subject to the definitive agreement governing such Change

in Control. Such agreement, without Grantee’s consent and notwithstanding any provision to the contrary in this Agreement or the

Plan, shall provide for one of the following: (a) the assumption of this Award by the surviving corporation or its parent; (b) the substitution

by the surviving corporation or its parent of an award with substantially the same terms as this Award; or (c) the acceleration of the

vesting of 100% of the Restricted Stock that remains unvested at the time of the Change in Control. In the event the definitive agreement

does not provide for one of the foregoing alternatives with respect to the treatment of this Award, this Award shall have the treatment

specified in clause (c) of the preceding sentence. The Committee may, in its sole discretion, accelerate the vesting of this Award in

connection with any of the foregoing alternatives.

6. Use

of Broker. To assure compliance with any applicable tax withholding requirements, Vested Stock may only be sold through a securities

broker approved by the Company.

7. Certain

Tax Actions. If Grantee makes an election with respect to the Restricted Stock as permitted under Section 83(b) of the Code,

Grantee shall notify the Company of such election within ten (10) days after filing the election with the Internal Revenue Service. There

is a strict time limit for making an election under Section 83(b) of the Code. Grantee should consult his/her tax advisor as to whether

a Section 83(b) election should be filed and as to other tax aspects of the grant of Restricted Stock. Grantee hereby agrees to indemnify

and hold harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates,

respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of

Restricted Stock resulting from Grantee’s failure to provide notice to the Company in accordance with this Section 7.

-3-

8. Shareholder

Rights. Subject to Section 4 hereof, Grantee shall have all rights and privileges of a stockholder of the Company with respect

to the Restricted Stock, including all voting rights and the right to receive dividends and other distributions, if any, paid by the Company

with respect to the Restricted Stock except that, until such time as the Restricted Stock has become Vested Stock in accordance with the

terms of this Agreement:

(i) Grantee

shall not be entitled to receive a certificate or certificates for the Restricted Stock; and

(ii) the

Company shall retain custody of any cash dividends or other distributions (“Retained Distributions”) made or declared

with respect to the Restricted Stock (and such Retained Distributions will be subject to the restrictions set forth in this Agreement

and the other terms and conditions under this Agreement that are applicable to the Restricted Stock) until such time, if ever, as the

Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become Vested Stock,

and such Retained Distributions shall not bear interest or be segregated in separate accounts. Any Retained Distributions shall be paid

by the Company (less applicable tax withholdings) to Grantee within 10 business days after the underlying shares of Restricted Stock become

Vested Stock.

9. Adjustments

Upon Changes in Capitalization, Etc. The Restricted Stock shall be subject to adjustment, modification and termination as provided

in Section 5.6 of the Plan. Any such adjustment shall be conclusive and binding for all purposes.

10. Tax

Withholding. The Company and each Subsidiary will have the authority and the right to deduct or withhold, or to require Grantee

to remit to the Company or a Subsidiary, an amount sufficient to satisfy all Tax-Related Items with respect to any taxable event arising

in connection with the Restricted Stock (including the filing of an election under Section 83(b) of the Code or the receipt of Retained

Distributions). If Grantee files an election under Section 83(b) of the Code or is otherwise taxed on the value of the Restricted Stock

on the Date of Grant (i.e., due to being retirement eligible), Grantee must satisfy the Tax-Related Items by issuing a check to the Company

pursuant to such procedures as the Company may specify from time to time. If Grantee does not file an election under Section 83(b) of

the Code (and is not otherwise taxed on the Restricted Stock on the Date of Grant), and unless Grantee satisfies such Tax-Related Items

by issuing a check to the Company pursuant to such procedures as the Company may specify from time to time, Grantee shall surrender to

the Company a portion of the shares of Restricted Stock (and a portion of the Retained Distributions) that become vested having a value

equal to the amount of such Tax-Related Items. The amount withheld pursuant to any of the foregoing payment forms shall be determined

by the Company and may be up to, but no greater than, the aggregate amount of such obligations based on the maximum statutory withholding

rates in Grantee’s jurisdiction for all Tax-Related Items that are applicable to such taxable income. Grantee acknowledges that,

regardless of any action taken by the Company, the ultimate liability for all Tax-Related Items will be Grantee’s sole responsibility

and may exceed the amount withheld. Notwithstanding any other provision of this Agreement to the contrary, the Company will not be obligated

to deliver any new certificate representing Vested Stock (or transfer shares of Vested Stock held in escrow) to Grantee or Grantee’s

legal representative or enter such shares of Vested Stock in book entry form unless and until Grantee or Grantee’s legal representative

has paid or otherwise satisfied in full the amount of all Tax- Related Items applicable to the taxable income of Grantee resulting from

the grant or vesting of the Restricted Stock and payment of the related Dividends.

11. Restricted

Stock Subject to Plan. The Restricted Stock awarded pursuant to the Plan is subject to all of the terms and conditions of the

Plan, which are hereby expressly incorporated and made a part hereof. Any conflict between this Agreement and the Plan shall be controlled

by, and settled in

-4-

accordance with, the terms of

the Plan. Grantee acknowledges that he/she has received, read and understands the provisions of the Plan and agrees to be bound by its

terms and conditions.

12. Compliance

with Insider Trading Policy. Grantee acknowledges and confirms that all transactions in the Stock and any derivative securities

related to the Stock shall be in compliance with the Company’s Insider Trading Policy.

13. Interpretation.

Any dispute regarding the interpretation of this Agreement shall be submitted by Grantee or the Company promptly to the Committee, which

shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final, binding and conclusive

on all persons having or claiming any interest in this Agreement.

14. Not

a Contract of Employment. This Agreement shall not be deemed to constitute an employment contract between the Company or a

Subsidiary and Grantee or to be a consideration or an inducement for the employment or other service of Grantee.

15. Notices.

Any notice required or permitted hereunder shall be given in writing and deemed delivered when (i) personally delivered, (ii) sent by

facsimile transmission and a confirmation of the transmission is received by the sender, (iii) three (3) days after being sent by registered

or certified mail, return receipt requested, or (iv) one (1) day after being deposited for overnight delivery with a recognized overnight

courier, such as Federal Express or UPS, and addressed or sent, as the case may be, to the address or facsimile number set forth below

or to such other address or facsimile number as such party may designate in writing.

16. Further

Instruments. The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary

to carry out the purposes and intent of this Agreement.

17. Entire

Agreement; Governing Law; Severability; Etc. This Agreement and the Plan constitute the entire agreement of the parties and

supersede in their entirety all prior understandings and agreements of the Company and Grantee with respect to the subject matter hereof

and thereof, and shall be interpreted in accordance with, and shall be governed by, the laws of the State of Delaware, subject to any

applicable federal or state securities laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable,

the other provisions shall nevertheless remain effective and shall remain enforceable. This Agreement may be executed in two counterparts,

each of which shall be deemed to be an original, and both of which, together, shall constitute the same agreement.

18. Amendment,

Suspension and Termination; Waiver. This Agreement may be wholly or partially amended or otherwise modified, suspended or terminated

at any time or from time to time by the Committee; provided, however, that no amendment, modification, suspension or termination of this

Agreement will adversely affect the Award in any material way without the prior written consent of Grantee. No failure by any party to

insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy

consequent upon a breach thereof will constitute a waiver of any such breach or any other covenant, duty, agreement, or condition. The

waiver by any party of a breach of any covenant, duty, agreement, or condition of this Agreement by any other party will not operate or

be construed as a waiver of any subsequent breach of that provision or any other provision hereof.

[Remainder of this page intentionally left blank,

signature page follows]

-5-

IN WITNESS WHEREOF, the parties have executed this

Agreement as of the date first above written.

REX American Resources Corporation

By:

Name:

Title:

Address and Facsimile Number:

REX American Resources Corporation

7720 Paragon Road

Dayton, OH 45459

Facsimile:  (937) 276-8643

GRANTEE:

Address:

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