Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


At a meeting of the Human Resource and Compensation Committee of our Board of Directors (the "Committee") held on April 8, 2022, the Committee approved the following:

? An increase in the annual base salary of John Fieldly, our Chief Executive

Officer of eight percent (8%), from $500,000 to $540,000; and

? An annual cash fee for our Lead Independent Director (currently Hal Kravitz) of

$20,000.




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