ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Layton Employment Agreement

On April 27, 2022, the Company entered into an executive employment agreement (the "Layton Employment Agreement") with Brent Layton, its President and Chief Operating Officer. The Layton Employment Agreement provides for:



•an initial annual base salary of $1,100,000,
•an annual cash incentive bonus target of 150% of his annual base salary,
•with respect to 2022 long-term incentive compensation:
•a long-term cash incentive award target equal to 150% of the executive's annual
base salary; and
•equity awards in the amount of $2,600,000, consisting of performance-based
restricted stock units (60% of equity awards) and time-based restricted stock
units (40% of equity awards) (collectively, the "2022 RSUs"); and
•with respect to 2023 long-term incentive compensation:
•no long-term cash incentive award; and
•equity awards in the amount of $2,600,000, consisting of performance-based
restricted stock units and time-based restricted stock units (collectively, the
"2023 RSUs"), with the allocation percentages between the types of equity awards
to be determined by the Compensation Committee.

Mr. Layton will also be eligible to participate in other employee and executive retirement, medical, dental, vision, disability, group and/or executive life, accidental death and travel accident insurance, and similar benefit plans and programs of the Company for senior executives. Subject to the terms of the Company's 2012 Stock Incentive Plan, as amended, and the applicable award agreements, the executive shall fully vest in the 2022 RSUs and the 2023 RSUs if the executive remains actively employed through December 31, 2024.

Under the Layton Employment Agreement, the executive is eligible for specified severance benefits in the event of a termination of his employment by the Company without cause, by the executive for good reason, or in the event of his death or disability, subject to his execution and non-revocation of a general release of claims in our favor and compliance with cooperation, confidentiality, non-competition, non-solicitation, non-disparagement, and other covenants.

Asher Employment Agreement

In addition, the Company has entered into an executive employment agreement dated April 28, 2002 (the "Asher Employment Agreement") with Andrew Asher, its Chief Financial Officer. The Asher Employment Agreement provides for:



•an initial annual base salary of $1,025,000,
•an annual cash incentive bonus target of 125% of his annual base salary,
•with respect to 2022 long-term incentive compensation:
•a long-term cash incentive award target equal to 100% of his annual base
salary; and
•equity awards in the amount of $6,000,000, consisting of performance-based
restricted stock units (50% of equity awards) and time-based restricted stock
units (50% of equity awards);
•with respect to 2023 long-term incentive compensation:
•a long-term cash incentive award target equal to 100% of his annual base
salary; and/or
•equity awards in an amount to be determined by the Compensation Committee,
consisting of performance-based restricted stock units and time-based restricted
stock units, with the allocation percentages between the types of equity awards
to be determined by the Compensation Committee, provided that the total target
level of compensation for the executive for 2023 will be at least $8,900,000;
and
•with respect to 2024 long-term incentive compensation:
•a long-term cash incentive award target equal to 100% of the executive's annual
base salary; and/or
•equity awards in an amount to be determined by the Compensation Committee,
consisting of performance-based restricted stock units and time-based restricted
stock units, with the allocation percentages between the types of equity awards
to be determined by the Compensation Committee, provided that the total target
level of compensation for the executive for 2024 will be at least $8,900,000.

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Mr. Asher will also be eligible to participate in other employee and executive retirement, medical, dental, vision, disability, group and/or executive life, accidental death and travel accident insurance, and similar benefit plans and programs of the Company for senior executives.

The Asher Employment Agreement also provides that the executive would be eligible for specified severance benefits in the event of a termination of his employment by the Company without cause, by the executive for good reason, or in the event of his death or disability, subject to his execution and non-revocation of a general release of claims in our favor and compliance with cooperation, confidentiality, non-competition, non-solicitation, non-disparagement, and other covenants.

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