A Dark Vector Cognition product

Item 9B. OTHER INFORMATION

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Item 9B. OTHER INFORMATION

Departure of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2021, Mr. Randy Engel, Executive Vice President, Strategic Development, notified the Company of his decision to retire on April 4, 2021 after 27 years of dedicated service to the Company. In lieu of a three-year equity long term incentive grant on February 22, 2021 with an approximate value of $2,000,000, Mr. Engel will receive a cash payment of $100,000 representing the approximate pro-rata portion of the 2021 long term incentive grant to which Mr. Engel is entitled according to the retirement provisions of the Company’s long term incentive programs. Mr. Engel is voluntarily retiring with eligibility under the disclosed retirement programs of the Company, and he will not receive additional pay or benefits beyond those programs. The Company extends its deepest thanks to Mr. Engel for his significant contributions over the course of his meaningful career with the Company.

On February 17, 2021, following review of market compensation and individual performance, the Company’s Board of Directors approved 2021 target equity long term incentives for Mr. Tom Palmer, President and Chief Executive Officer, of $8,050,000, payable in future years according to the terms of the Company’s long term incentive programs.

On February 17, 2021, following review of market compensation and individual performance, the Company’s Leadership Development and Compensation Committee of the Board of Directors approved an annual base salary for Mr. Rob Atkinson, Executive Vice President and Chief Operating Officer, of $800,000, effective March 1, 2021, and annual target equity long term incentives of $3,000,000. The long term incentives are payable in future years according to the terms of the Company’s long term incentive programs.

PART III

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