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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On March 3, 2021, the Company's board of directors (the "Board") increased President and Chief Executive Officer ("CEO") Robert Sulentic's total target annual compensation to $16,250,000 (comprised of his annual base salary, annual target performance award and annual target equity award).

The Board believes that the increase in Mr. Sulentic's total target compensation is warranted in light of the Company's performance over the past several years, and that the structure of his compensation package aligns with long-term shareholder value creation. The Company has had an outstanding track record since Mr. Sulentic became CEO in December 2012, as reflected in strong revenue and earnings growth and share-price appreciation. During Mr. Sulentic's tenure, the Company has also made significant Environmental, Social and Governance progress, as evidenced by its inclusion in the Dow Jones Sustainability World Index and the Bloomberg Gender-Equality Index, among others.

For 2021, Mr. Sulentic requested, and the Board agreed, that Mr. Sulentic would forego $3.7 million of his total target annual compensation opportunity in light of the ongoing business challenges related to Covid-19. Mr. Sulentic's full total target annual compensation is expected to be restored in 2022.

Mr. Sulentic agreed to extend his existing Restrictive Covenant Agreement with the Company (currently scheduled to expire on December 1, 2023) through December 31, 2025. Mr. Sulentic's Restrictive Covenant Agreement provides for one-year post-termination non-competition and non-solicitation covenants in the event of a resignation without good reason or a termination for cause prior to its expiration date.

The components of Mr. Sulentic's 2020, 2021 and expected 2022 total target compensation are as follows:





Year   Base Salary   Performance Award Target   Equity Award Target*      Total
2020   $1,000,000      200% of Base Salary          $10,650,000        $13,650,000
2021    $920,000       200% of Base Salary           $9,790,000        $12,550,000
2022   $1,150,000      200% of Base Salary          $12,800,000        $16,250,000

* The annual equity award target is comprised of one-third time-based Restricted

Stock Units and two-thirds performance-based stock units.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.                                  Description

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

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