Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In 2020, the Company adopted a form of employment agreement for executive
officers (the "Employment Agreement"), which it entered into with Curtis
Campbell, effective February 1, 2022. The Employment Agreement contains
substantially similar terms for each of executive officer (each, an "Officer,"
and collectively, the "Officers"), other than with respect to the Officer's base
salary, bonus, equity awards, and title.
Pursuant to the Employment Agreement, if the Officer's employment is terminated
without cause or in a constructive termination (which is defined in the
Employment Agreements as a material reduction in duties or base salary or the
relocation of the Officer's primary work location) not in connection with a
change of control of the Company, the Officer shall be entitled to a lump sum
payment equal to one time their then-current base salary and 12 months of COBRA
premiums, subject to the Officer signing a release of claims in favor of the
Company. In addition, if the Officer's employment is terminated without cause or
for good reason within 12 months of a change of control of the Company, the
Officer will be entitled to (i) a lump sum payment equal to one times their then
current base salary and annual target bonus and 12 months of COBRA premiums and
(ii) full acceleration of all time-based unvested equity awards and a one year
post-termination exercise period for their options, subject to the Officer
signing a release of claims in favor of the Company. The Employment Agreement
also contain customary covenants regarding nondisclosure, nonsolicitation and
noncompetition.
Under Mr. Campbell's Employment Agreement, Mr. Campbell is entitled to, among
other things: (i) an annual base salary of $430,000; (ii) an annual target bonus
at a level commensurate with his position, which participation and levels shall
be determined by the Company's board of directors (the "Board") (or a committee
thereof), in its sole discretion; and (iii) eligibility to participate in the
Company's long-term equity incentive programs extended at levels commensurate
with his position, which participation and levels shall be determined by the
Board (or a committee thereof), in its sole discretion. Mr. Campbell will also
be entitled to reimbursement for reasonable business expenses payable in
accordance with the Company's standard expense reimbursement policy.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of Employment
Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits
   Exhibit No          Description

      10.1             Form of Employment Agreement for Executive Officers (entered into by and
                       between the Company and Todd Mackay, effective April 20, 2020, entered into
                       by and between the Company and Marc Mehlman, effective April 27, 2020,
                       entered into by and between the Company and Ann Bruder, effective June 19,
                       2020, and entered into by and between the Company and Mr. Campbell, effective
                       February 1, 2022)
     104.1             Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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