Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 24, 2023, the Board of Directors appointed Richard W. Dreiling as Executive Chairman and Chief Executive Officer of the Company effective January 29, 2023.

In connection with his appointment, Mr. Dreiling will receive an annual base salary of $1,350,000 for his services as Executive Chairman and Chief Executive Officer. Mr. Dreiling will also be eligible for an annual cash incentive bonus under the Company's management incentive compensation plan, based on performance criteria and other conditions as may be approved by the Board upon the recommendation of the Compensation Committee. Mr. Dreiling's target annual cash incentive bonus is 175% of his annual base salary. In light of the grant to Mr. Dreiling in March 2022 of a stock option award upon his appointment as Executive Chairman, which was intended by the Company to be a multi-year award, Mr. Dreiling will not be eligible to receive additional long-term equity incentive awards for his service as Executive Chairman and Chief Executive Officer.

In addition, the Company and Mr. Dreiling entered into an Amendment to Executive Agreement ("Amendment"), dated January 25, 2023, which modifies the terms of the Executive Agreement between the Company and Mr. Dreiling, effective March 19, 2022, to reflect, among other things, Mr. Dreiling's additional role as Chief Executive Officer and the compensation arrangements described above.

The foregoing summary of the Amendment is not intended to be complete and is qualified in its entirety by reference to the copy of the Amendment attached to this Form 8-K as Exhibit 10.1, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



10.1       Amendment to Executive Agreement, dated January     25    , 2023, by the Company
         and Richard W. Dreiling.
104      The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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