Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2023, the Company and Andrew D. C. LaFrence, the Company's President,
Chief Executive Officer and Chief Financial Officer, entered into a Consulting
Agreement providing that, effective as of June 1, 2023 (or such later date as
may be agreement to by the Company and Mr. LaFrence), Mr. LaFrence would
continue to serve as the Company's President, Chief Executive Officer and Chief
Financial Officer as a part time consultant on an hourly basis rather than a
full time employee. His employment agreement, which is filed as an exhibit to
the Company's Annual Report on Form 10-K for the year ended December 31, 2021,
would be deemed terminated as of that date by the Company without cause for
purposes of determining severance payments thereunder. The Consulting Agreement
is seen as a further step in the Company's efforts to conserve cash consistent
with its Cash Preservation Plan.
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