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

Other Named Executive Officer Performance Program for Fiscal Year 2022

On March 26, 2022, after consultations with Mr. Liang, and consideration of input received from the Compensation Committee's compensation consultant, which included the results of an executive compensation study, the Compensation Committee adopted an executive compensation framework (the "Framework") and specific executive compensation program based upon such Framework for two of the Company's named executive officers ("NEOs"), Mr. Weigand (the "CFO Compensation Program") and Mr. Clegg, (the "SVP Sales Compensation Program," and, together with the "CFO Compensation Program", the "Compensation Programs"). The Compensation Committee currently expects the Framework to be utilized for fiscal year 2022 and future fiscal years.

The Compensation Committee believes the Framework and Compensation Programs further the Company's executive compensation philosophy to link compensation to corporate, divisional and individual performance. The principal compensation elements of the Framework and Compensation Programs are:

-Base salaries in the form of cash and representing fixed compensation to reward individual performance and contributions ("Base Salaries"). Base Salaries for fiscal year 2022 are $418,000 and $376,640 for Mr. Weigand and Mr. Clegg, respectively, effective July 1, 2021;

-A fixed bonus component payable in semi-monthly installments in the form of cash, which amount may be adjusted annually and is based upon a percentage of Base Salary (the "Fixed Bonus"). The Fixed Bonuses for fiscal year 2022 are 25% for Mr. Clegg, 30% for Mr. Weigand, and are payable effective October 1, 2021; and

-A performance-based annual incentive award ("Performance Incentive Award") which (if earned) is payable 20% in the form of cash (the "Performance Cash") and 80% in the form of service-based RSUs which will generally vest, subject to the terms of the applicable award agreement, in equal installments over a period of four years (the "Performance Shares"):

-The amount of the Performance Incentive Award is determined as a multiple (the "Multiple") of a base incentive target that is set for each individual NEO as a percentage of his Base Salary (the "Base Incentive Target"). The Base Incentive Target for fiscal year 2022 was set at 10% of Base Salary for each of Messrs. Weigand and Clegg; and

-The Multiple is based upon achievement against the aggregate performance metrics set for each individual NEO (the "KPIs"). For Mr. Weigand, the KPIs for fiscal year 2022 are based upon (i) percentage appreciation in stock price from the prior fiscal year, (ii) percentage increase in number of long-term investors in the Company from the prior fiscal year, and (iii) an individual performance evaluation rating given by the chief executive officer for the fiscal year. For Mr. Clegg, the KPIs for fiscal year 2022 are based upon (i) percentage appreciation in stock price from the prior fiscal year, (ii) percentage increase in worldwide revenue from the prior fiscal year, (iii) percentage increase in worldwide net profit from the prior fiscal year and (iv) an individual performance evaluation rating given by the chief executive officer for the fiscal year. For each of Mr. Weigand and Mr. Clegg, a decrease in stock price, long-term investors, worldwide revenue, and/or worldwide net profit from the prior fiscal year (as may be applicable) results in a score of zero to be assigned to such NEO's applicable KPI for purposes of determining the Multiple. The scores from each individual KPI achievement are totaled to determine the Multiple.

The Framework may also be utilized to develop compensation plans for other executive officers (other than the chief executive officer) during the course of fiscal year 2022 and future fiscal years.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

   Exhibit
   Number              Description

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

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