Insider Trading Arrangements - Gunther Plosch [Member]

3 Months Ended

Dec. 31, 2023

shares

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

During the three months ended December 31, 2023, the following officers and directors (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company took the following actions regarding trading arrangements with respect to our securities:

On December 6, 2023, Gunther Plosch, the Company’s Chief Financial Officer, adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “10b5-1 Plan”). Between March 6, 2024 and February 28, 2025, the 10b5-1 Plan allows for (i) the potential sale of approximately 49,000 shares of the Company’s common stock and (ii) the potential exercise of stock options and the associated sale of up to 606,118 shares of the Company’s common stock. The 10b5-1 Plan will expire on February 28, 2025, or upon the earlier completion of all authorized transactions under the plan.

Departure of Executive Officer

On February 20, 2024, Kevin Vasconi, the Company’s Chief Information Officer, informed the Company of his intention to resign from the Company. Under the terms of his employment letter, because Mr. Vasconi provided notice of his intention to resign within 30 days of being required to report directly to an individual other than the Company’s former President and Chief Executive Officer, his resignation will be treated as a termination by the Company without “cause” for purposes of the Company’s Executive Severance Pay Policy. The Company and Mr. Vasconi have entered into an amendment to his employment letter pursuant to which the parties mutually agreed that Mr. Vasconi will remain with the Company as Executive Advisor to the President and CEO through May 31, 2024 to support an orderly transition of his duties. As noted above, Mr. Vasconi will be entitled to receive compensation and benefits consistent with a termination without “cause” as previously described in the “Employment Arrangements and Potential Payments Upon Termination or Change in Control” section of the Company’s definitive proxy statement on Schedule 14A for its 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on March 30, 2023.

Name

Gunther Plosch

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

December 6, 2023

Termination Date

February 28, 2025

Sale of Company's Common Stock [Member]

Trading Arrangements, by Individual

Aggregate Available

49,000

Exercise of Stock Options and Sale of Company's Common Stock [Member]

Trading Arrangements, by Individual

Aggregate Available

606,118