Management Change/Compensation Form 8 K

On October 4, 2024, the Registrant entered into an Employment Agreement with Roy W. Olivier (the "Olivier Agreement") governing Mr. Olivier's continuing employment as the Registrant's Chief Executive Officer and President, and as the Chief Executive Officer and President of the Registrant's subsidiaries as requested by the Registrant's board of directors. Mr. Olivier will receive an annual base salary of $425,000 and is eligible to participate in the Registrant's executive bonus plan as determined by the Registrant's Board of Directors. Upon the termination of Mr. Olivier employment for any reason, Mr. Olivier will receive his accrued but unpaid salary and vacation pay through the date of termination and any other benefits accrued to him under any benefit plans outstanding at such time, any earned but unpaid bonus, and the reimbursement of documented, unreimbursed expenses incurred prior to such date. Upon the Registrant's termination of Mr. Olivier employment without Cause (as defined in the Olivier Agreement) or upon Mr. Olivier's termination of his employment for Good Reason (as defined in the Olivier Agreement), Mr. Olivier shall also receive cash payments (based on his base salary pro-rated for the applicable period) over the 18-month period following the termination date. Mr. Olivier will also receive a pro-rated bonus, if any, payable at the same time that the bonus would be paid if he had remained employed. All payments to Mr. Olivier under the Olivier Agreement are subject to withholding of applicable taxes. Mr. Olivier will also be subject to non-solicitation and non-competition covenants for a period of two years following the termination of his employment with the Registrant.