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

On December 31, 2022, Mr. Marria entered into a separation agreement and general release (the "Separation Agreement") with the Company, which provides for pay in lieu of notice and severance payments and benefits pursuant to the terms of his employment agreement with the Company, effective January 1, 2019 (the "Employment Agreement"), as previously filed with the Securities and Exchange Commission, for a termination without cause, subject to his not revoking the Separation Agreement within a seven day revocation period and his complying with post-termination restrictive covenants.

Under the Separation Agreement, Mr. Marria will receive pay in lieu of notice of approximately $185,000, severance pay of approximately $7.7 million, which will be paid by the Company over 18 months, and the other severance pay and benefits provided under the Employment Agreement (as previously disclosed by the Company). The Company has agreed to reimburse Mr. Marria up to $7,000 of legal fees incurred by him in connection with the Separation Agreement.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which is expected to be filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

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