Management Change/Compensation (Form 8-K)

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Long-Term Incentive Cash Bonuses

On July 17, 2025, the Board of Directors of the Company also approved long-term incentive cash bonus awards to Robert DeMartini, Todd Vogensen, and Eric Haynor in the respective amounts of $1,500,000, $450,000, and $393,750 (together, the "LTI Cash Bonus Target Amounts"), pursuant to a Long-Term Incentive Cash Bonus Agreement between the Company and each NEO (together, the "LTI Cash Bonus Agreements"). Pursuant to the LTI Cash Bonus Agreements, the performance measures and targets that will determine the amount earned, if any, will be based on cumulative net revenue, adjusted EBITDA, and EBITDA margin for the period of January 1, 2025, through December 31, 2027 (the "Performance Period"). In the event of a "Change in Control" of the Company (as defined in the LTI Cash Bonus Agreements), the Company shall pay each NEO a bonus equal to the greater of: (1) the amount payable as if the cumulative revenue, adjusted EBITDA, and EBITDA margin performance measures for the Performance Period achieved threshold metrics (resulting in an amount payable equal to 50% of the LTI Cash Bonus Target Amounts); or (2) the amount payable, as determined by the Board of Directors, based on actual performance, measured pro-rata for a performance period ending on the Change in Control (as defined in the LTI Cash Bonus Agreements), as compared to budgeted performance measure targets for the same pro-rated performance period.

The foregoing summary of the LTI Cash Bonus Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the LTI Cash Bonus Agreements, which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this report and are incorporated by reference herein.