Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On June 26, 2020, the Company and Thomas F. Juhase, entered into an agreement (the "Agreement") pursuant to which Mr. Juhase will resign from his position as Chief Operating Officer of the Company effective as of December 31, 2020, at which time Mr. Juhase will assume the role of Advisor to the Chief Executive Officer.

Under the terms of the Agreement:



     •  Mr. Juhase will continue to serve as Chief Operating Officer through close
        of business on December 31, 2020 under the terms of the employment
        agreement between Mr. Juhase and the Company, dated July 27, 2007 and
        amended as of November 25, 2008 and remain eligible to participate in any
        employee benefit plans of the Company in which he is currently
        participating, including the Executive Severance Plan, as modified by the
        Waiver of Severance Benefits agreement between Mr. Juhase and the Company,
        dated as of June 1, 2017.


     •  As of January 1, 2021, Mr. Juhase will serve as Advisor to the Chief
        Executive Officer on a part-time basis, with his term of employment to run
        through December 31, 2022 (the "Advisor Term").


  • During the Advisor Term, Mr. Juhase:


  • will receive a base salary to be paid at a rate of $50,000 per year;


            •  will be eligible to participate in the employee benefit plans and
               programs generally available to employees of the Company.


            •  will be eligible to receive same perquisites he was entitled to
               prior to January 1, 2021; and


  • will not be eligible to receive an annual bonus or equity grants


     •  The Agreement provides that during the Advisor Term, if the Company
        terminates Mr. Juhase's employment without Cause (as defined in the
        Agreement) or when Mr. Juhase leaves at the end of the Advisor Term, he
        will receive:


  • Severance in the amount of $1,323,000 (the "Severance Amount");


        •  continued participation for 1 year after his separation date in the
           Company's group health, medical and vision insurance plans;


  • pro-rata vesting and payment of his outstanding time-based equity grants;


        •  continued vesting of his outstanding performance based equity awards on
           a pro-rata basis based upon actual performance; and


        •  if termination occurs during a CIC Termination Period (as defined in
           the Agreement), full vesting of outstanding time-based equity and
           outstanding performance-based equity (deemed earned at the target
           performance level with respect to all open performance periods).


     •  In the event Mr. Juhase voluntarily separates from the Company prior to
        December 31, 2022, he will be eligible to receive the Severance Amount and
        the benefits coverage set forth above and all outstanding equity awards
        will be forfeited. Mr. Juhase will also be subject to certain restrictive
        covenants, including a non-compete for 18 months and non-solicitation of
        customers and employees.

Item 9.01. Financial Statements and Exhibits





  10.1        Agreement between the Company and Thomas F. Juhase dated as of
            June 26, 2020.

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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