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



On August 3, 2020, the Board of Directors (the "Board") of Monitronics
International, Inc. (the "Company"), on recommendation of the Compensation
Committee of the Board (the "Committee"), (i) adopted the Monitronics
International, Inc. 2020 Incentive Award Plan (the "Plan"), pursuant to which
the Company may grant cash, equity and equity-based incentive awards to eligible
service providers in order to attract, motivate and retain the talent for which
the Company competes, and (ii) approved the grant of time-based and
performance-based restricted stock unit awards covering shares of our common
stock ("RSUs") under the Plan (collectively, the "RSU Awards") to certain of the
Company's named executive officers (the "Executives"). The material terms and
conditions of the Plan and the RSU Awards are summarized below.

2020 Incentive Award Plan



Eligibility and Shares Available. The Plan provides for the grant of
non-qualified stock options, stock appreciation rights, restricted stock,
restricted stock units, dividend equivalents and other stock or cash based
awards (collectively, "awards"). Non-employee directors of the Company, as well
as employees and consultants of the Company or its subsidiaries (collectively,
"participants") are eligible to receive awards under the Plan. The Plan
authorizes the issuance of 2,500,000 shares of common stock. Subject to certain
limitations, the following shares will be added back to the share limit: shares
covered by awards granted under the Plan that are forfeited, expire or lapse, or
are repurchased for or settled in cash, and shares tendered or withheld to cover
any exercise or purchase price of an award and/or tax withholding. Shares issued
pursuant to awards under the Plan may be authorized but unissued shares, shares
purchased on the open market or treasury shares. In no event will the sum of the
compensation of, including the aggregate grant date fair value (determined under
ASC Topic 718, or any successor thereto) of all awards granted to, a
non-employee director, for services as a director of the Board during any fiscal
year of the Company exceed $700,000.

Administration. The Plan will be administered by the Committee (or, with respect
to awards granted to non-employee directors of the Company, by the full Board).
The administrator of the Plan (the "Administrator") or its delegate has the
authority to determine which service providers receive awards and to set the
terms and conditions applicable to the awards within the confines of the Plan's
terms. The Administrator has the authority to make all determinations and
interpretations under, and adopt rules and guidelines for the administration of,
the Plan.

Awards. The Plan also contains provisions with respect to the payment of
exercise or purchase prices, vesting and expiration of awards, adjustments and
treatment of awards upon certain corporate transactions, including stock splits,
recapitalizations and mergers, transferability of awards and tax withholding
requirements. All awards under the Plan will be evidenced by award agreements,
which will detail the terms and conditions of the awards, including any
applicable vesting and payment terms and post-termination exercise limitations.
Certain awards under the Plan may constitute or provide for a deferral of
compensation, subject to Section 409A of the Code which may impose additional
requirements on the terms and conditions of such awards.

Amendment. The Plan may be amended, suspended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of a participant. The Plan will expire on August 3, 2030.



The foregoing description of the Plan is qualified in its entirety by reference
to the full text of the Plan, which is filed as Exhibit 10.1 and incorporated by
reference in this Current Report on Form 8-K.

Executive RSU Awards



General. Pursuant to the RSU Awards granted to the Executives under the Plan,
70% of the RSUs subject thereto will vest based on performance (the
"Performance-Based RSUs") and the remaining 30% of such RSUs will vest based on
the Executive's continued service with the Company (the "Time-Based RSUs"). Each
RSU represents a contractual right to receive one share of our common stock in
respect of each RSU that fully vests and becomes payable in accordance with its
terms. The number of RSUs granted to each Executive is specified in the table
below.

        Named Executive Officers                       Total Performance-Based RSUs                   Total Time-Based RSUs
William Niles,                                                   175,000                                     75,000
Interim Chief Executive Officer
Fred Graffam,                                                    175,000                                     75,000
EVP, Chief Financial Officer



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Dividend Equivalents. The RSU Awards are granted in tandem with dividend
equivalents, which entitle the Executives to the cash value of any dividends
that would have been paid on the shares of common stock corresponding to such
RSUs during the period following the grant date and ending on the date in which
such corresponding RSUs are settled in shares of our common stock.

Vesting, Payment and Forfeiture. The RSU Awards will vest and cease to be
subject to forfeiture as set forth below, subject to the Executive's continued
compliance with any restrictive covenants applicable to the Executive. RSUs that
vest will be paid within 75 days following a change in control of the Company.

Performance-Based RSUs. Upon a change in control of the Company, each Executive
is eligible to performance vest in a number of Performance-Based RSUs ranging
from 0% to 100% of the total Performance-Based RSUs granted, based on the
attainment of predetermined equity values of the Company, as a multiple on
invested capital (the "Equity Values") at the time of a change in control of the
Company. Any Performance-Based RSUs that become performance-vested in accordance
with the foregoing will, in connection with the change in control, become fully
vested subject to the Executive's continued service with the Company until
immediately prior to the change in control. If, however, the minimum Equity
Value is not achieved at the time of the change in control, all of the
Performance-Based RSUs will be cancelled and forfeited at such time.

Time-Based RSUs. The Time-Based RSUs are eligible to vest as follows, subject to
the Executive's continued service through the applicable vesting date: (i) 20%
of such RSUs on August 30, 2020 and (ii) 80% of such remaining RSUs in 48
substantially equal installments on each monthly anniversary of thereafter, such
that 100% of such RSUs will be fully vested on August 30, 2024. If any
Time-Based RSUs are unvested at the time of a change in control of the Company,
such RSUs will automatically accelerate and vest in full, subject to the
Executive's continued service with the Company until immediately prior such
change in control.

Terminations of Employment. Except as otherwise described below, if an
Executive's service terminates for any reason prior to a change in control of
the Company, any then-outstanding Performance-Based RSUs and any
then-outstanding and unvested Time-Based RSUs will be cancelled and forfeited by
the Executive.

Performance-Based RSUs. Upon a termination of an Executive's service with the
Company without "cause," by the Executive for "good reason," or due to the
Executive's death or "disability" (each such term as defined in the applicable
award agreement) (collectively, a "qualifying termination"), (i) the Executive's
Performance-Based RSUs will remain outstanding and eligible to vest on a change
in control during the five-year period immediately following the date of such
termination based on the achievement of applicable performance goals, and (ii)
the number of any performance-vested Performance-Based RSUs that vest in full
upon the change in control will be determined on a pro rata basis based on the
number of days the Executive was employed from August 30, 2019 through the date
of the change in control. Any Performance-Based RSUs that do not vest in
accordance with the foregoing will be cancelled and forfeited by the Executive.
If a change in control of the Company does not occur on or within the five-year
period immediately following the date of an Executive's qualifying termination,
the Performance-Based RSUs will automatically be cancelled and forfeited on the
fifth anniversary of the Executive's qualifying termination.

Time-Based RSUs. If an Executive experiences a qualifying termination, any
then-unvested Time-Based RSUs will vest with respect to a number of Time-Based
RSUs that would have vested during the 12-month period immediately following the
date of such termination had the Executive remained in continuous service with
the Company during such period.

The treatment of the RSU Awards upon certain qualifying terminations of service,
as described above, is subject to the Executive's timely execution and
non-revocation of a general release of claims against the Company, and the
execution of and continued compliance with any restrictive covenants applicable
to the Executive.

The foregoing description of the RSU Awards is qualified in its entirety by
reference to the full text of the award agreements, the forms of which are filed
as Exhibits 10.2 and 10.3 and incorporated by reference in this Current Report
on Form 8-K.

Fred Graffam Employment Agreement



In addition, on August 6, 2020, the Committee approved, and the Company entered
into, an amended and restated employment agreement with Fred Graffam (the
"Employment Agreement") that provides for his continued employment with the
Company as the Company's Executive Vice President, Assistant Secretary and Chief
Financial Officer. The Employment Agreement supersedes and replaces the prior
employment agreement between the Company and Mr. Graffam, dated as of July 14,
2017, in its entirety, and revises such prior employment agreement in the
following material respects.
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Under the Employment Agreement, Mr. Graffam's annual base salary will equal
$442,000 and his target annual bonus will equal 75% of his annual base salary.
In addition, Mr. Graffam will be entitled to receive reimbursement of up to
$10,000 in legal expenses actually incurred in connection with the drafting and
negotiation of the Employment Agreement.

Pursuant to the Graffam Employment Agreement, if the Company terminates Mr.
Graffam's employment without "cause" or if Mr. Graffam resigns for "good reason"
(each, as defined in the Employment Agreement), Mr. Graffam is entitled to
receive (i) a lump sum cash payment in an amount equal to two times the sum of
(x) his annual base salary plus (y) his target bonus, (ii) any annual bonus
earned during the year prior to the year in which such termination occurred (to
the extent unpaid as of the termination date), and (iii) up to 12 months of
COBRA reimbursement at the same levels as in effect on the termination date. The
severance described above is subject to Mr. Graffam's timely execution and
non-revocation of a general release of claims against the Company, and the
continued compliance with the non-competition and non-solicitation covenants set
forth in the Employment Agreement.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed as part of this Report:



  Exhibit No.                                             Description
10.1                      Monitronics International, Inc. 2020 Incentive

Award Plan, dated July 29,


                        2020 (incorporated by reference to Exhibit 99.1 to

the Registrant's


                        Registration Statement on Form S-8 filed with the SEC on July 29, 2020).
10.2                      Form of Time-Based Restricted Stock Unit Award

Agreement under Monitronics

International, Inc. 2020 Incentive Award Plan

(incorporated by reference to


                        Exhibit 99.2 to the Registrant's Registration

Statement on Form S-8 filed with


                        the SEC on July 29, 2020).
10.3                      Form of Performance-Based Restricted Stock Unit

Award Agreement under

Monitronics International, Inc. 2020 Incentive

Award Plan (incorporated by


                        reference to Exhibit 99.3 to the Registrant's

Registration Statement on Form


                        S-8 filed with the SEC on July 29, 2020).
10.4                      Employment Agreement, dated August 6, 2020, by

and between Fred Graffam and

Monitronics International, Inc.  *



*   Filed herewith.



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