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

On February 24, 2022, the Compensation Committee of the Board of Directors of the Company approved the following compensation for Mr. Davis for 2022: an annual base salary ("Base Salary") of $800,000; a target cash incentive compensation award ("Annual Bonus") of 100% of Base Salary; and a target long-term incentive award ("LTI Award") for 2022 with a grant date fair value of $4,880,649. Mr. Davis's Annual Bonus is made pursuant to the Company's Senior Management Incentive Plan and Mr. Davis's LTI Award is made pursuant to the Company's Amended and Restated Employee Long-Term Incentive Plan. The LTI Award consists of 50% performance shares (3-year performance period), 25% stock options and 25% restricted stock units. The performance measures for the performance shares, and the relative weighting of the metrics, are: compound annual growth of the Company's base business revenues (35% weight); cumulative COVID-19 testing revenues (15% weight); average return on invested capital (30% weight); and relative total shareholder return (20% weight). The terms of the Annual Bonus and LTI Award, including the performance metrics, are substantially the same as the terms of the Annual Bonus and LTI Awards granted to the Company's other executive officers.

Item 9.01. Financial Statements and Exhibits

d. Exhibit

104 The cover page from this current report on Form 8-K, formatted in Inline XBRL.

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