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

On February 25, 2020, each of the Company's executive officers entered into an Amended and Restated Change-in-Control Executive Severance Agreement ("A&R Change-in-Control Agreements") with the Company. The purpose of the A&R Change-in-Control Agreements is (i) to clarify the definition of "Change in Control" in Section 2(c)(iii) to require that a transaction be consummated in order to trigger a change-in-control event and (ii) to eliminate the excise tax gross-up provision in its entirety. There were no other substantive changes to the agreements. The A&R Change-in-Control Agreements supersede the change-in-control agreements previously entered into by such executive officers.

The foregoing description of the A&R Change-in-Control Agreement is qualified in its entirety by reference to the A&R Change-in-Control Agreements, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements & Exhibits.






(d) Exhibits





Exhibit
No.        Description
10.1*        Amended and Restated Change-in-Control Agreement for Chad L.
           Stephens
10.2*        Form of Amended and Restated Change-in-Control Agreement for other
           Executive Officers




*Filed herewith

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