Material Agreement, Management Change/Compensation (Form 8-K)

On September 11, 2025, the Company entered into an employment agreement (the "Employment Agreement"), with Jeffrey Thramann. The Employment Agreement is effective as of July 1, 2025. The terms of the Employment Agreement are summarized below.

Equity Plan Amendment

As described below, the Company held its 2025 Annual Meeting of Stockholders on September 8, 2025. At the Annual Meeting, the Company's stockholders approved an amendment to the Company's 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2020 Equity Incentive Plan by 50,000 shares, thereby increasing the total number of shares issuable under the 2020 Plan from 87,786 to 137,786.

A summary of the material terms of the amended 2020 Plan is set forth in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed with the U.S. Securities and Exchange Commission on August 5, 2025 (the "Proxy Statement"). The summaries of the amended 2020 Plan set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the amended 2020 Plan, which is filed as an exhibit to the Company's SEC reports. A copy of the recently approved amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Thramann Employment Agreement

As previously disclosed, in July 2025 the Company's previous Chief Executive Officer ("CEO") retired. The annual salary of the previous CEO was $304,500. In July 2025, Jeffrey Thramann was appointed to an additional role as the Company's CEO.

Mr. Thramann continues to serve in his role as Executive Chairman of the Company's Board. Mr. Thramann's current annual salary as Executive Chairman is $351,300.

On September 11, 2025, the Company entered into the Employment Agreement with Mr. Thramann. The Employment Agreement is effective as of July 1, 2025.

Under the terms of the Employment Agreement, for serving as the Company's CEO and also Executive Chairman, Mr. Thramann will receive an annual base salary, subject to annual adjustments as determined by the board or compensation committee, equal to $655,000. He will also be eligible for an annual bonus of up to 50% of his base salary as determined at the sole discretion of the board or the compensation committee. In addition, the Employment Agreement provides that the executive will be eligible to participate in the Company's standard incentive and welfare benefit plans and programs.

Under the Employment Agreement, if the Company terminates the executive without cause or the executive terminates for good reason, the executive is entitled to receive (i) nine months of base salary, (ii) nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year.

The Employment Agreement includes typical non-competition and non-solicitation provisions that the executive must comply with for a period of twelve months after termination of employment with the Company.

The above summary does not purport to be a complete summary of the Employment Agreement and is qualified in its entirety by reference to the full text of the Employment agreement, a copy of which is filed herewith as an exhibit and is incorporated by reference.