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

On May 18, 2020, the Compensation Committee of the Board of Directors of the Company ("Compensation Committee") approved changes to the compensation plan as shown below.

2021 Compensation and Incentive Plan - On February 14, 2020, the Compensation Committee approved a Compensation and Incentive Plan for fiscal year 2021 (ending June 30, 2021) (the "2021 CIP") which included a cash bonus and stock options pool. Under the 2021 CIP, the covered participants will be eligible for an incentive, weighted by target, if the Company achieves the following CIP performance targets: • Achievement of a pre-established amount of annual revenue for the

period - weighted 50%

• Achievement of a pre-established amount of annual net income - weighted 25%




•         Discretionary portion - weighted 25% - approved by the Compensation
          Committee based on positioning the Company for future growth

As revised by the Compensation Committee, if the financial and discretionary targets are achieved under the 2021 CIP, a total cash bonus pool of $284,500 will be paid to specific Company executives based on a percentage of their base compensation, including a payout to the Chief Executive Officer ("CEO") at 30% of his base salary, the Chief Financial Officer ("CFO") at 25% of her base salary and the remainder to other specific Company executives at 20% of their respective base salaries. The equity portion of the 2021 CIP, which was not changed, includes a stock option pool of 320,000 stock options to be awarded if the targets are achieved, of which 102,400 stock options are applicable to the CEO, 51,200 stock options are applicable to the CFO, 64,000 stock options are applicable to non-executive employees and the remainder are allocable to other specific Company executives.

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