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



(e) On May 27, 2022, the Company's Board of Directors (the "Board") and
Compensation and Human Capital Management Committee of the Board (the
"Compensation Committee") approved compensation for William Stone, the Company's
Chief Executive Officer, and Barrett Garrison, the Company's Chief Financial
Officer. In connection with such approvals, the Board and the Compensation
Committee increased Mr. Garrison's threshold, target, and stretch target payout
percentages of base salary for fiscal year 2023 annual incentive compensation to
50%, 100%, and 200%, respectively.

The Board and Compensation Committee granted Mr. Stone and Mr. Garrison
performance-based restricted stock units ("PSUs") for a target number of 70,330
shares and 26,257 shares, respectively, of the Company's common stock on the
following terms. The PSUs will vest based 50% upon achievement of a three-year
revenue target and 50% upon achievement of a three-year adjusted EBITDA target
determined by the Board, with threshold, target and stretch target payout
percentages of 50%, 100%, and 167% of the target number of shares based on the
extent of achievement of such revenue and adjusted EBITDA targets. In addition,
the number of PSUs that will vest is subject to a total shareholder return
("TSR") modifier that may increase the target number of shares vested based on a
comparison of the Company's TSR for the three-year period from the grant date
until the third anniversary of the grant date (the "Performance Period") to the
TSR of the S&P Software and Services Select Industry Index (the "Peer Index")
over the Performance Period, as set forth in the following table:

                                                       Performance Goals
                                Relative TSR (Company compared to the S&P Software and Services
     Performance Measure                            Select Industry Index)                                 Relative TSR Multiplier
                                    Threshold               Target                Stretch           Threshold       Target       Stretch
        Relative TSR            2+ CAGR percentage    7+ CAGR percentage    12+ CAGR percentage        100%          110%         120%
                                   points above          points above           points above



Thus, Mr. Stone and Mr. Garrison each has the opportunity to vest from 50% to a
maximum of 200% of the PSUs granted to him depending on the extent to which the
revenue and adjusted EBITDA performance goals are achieved or exceeded and where
the Company's TSR for the Performance Period ranks by comparison to the TSR of
the Peer Index for the Performance Period. If the absolute Company TSR for the
Performance Period is negative, then the Relative TSR Multiplier will equal
100%.

If the Company's achievement of Performance Goals or if the Relative TSR falls in between the threshold and stretch percentages, such amounts will be interpolated on a linear basis in calculating the number of target shares vested.



The Board and the Compensation Committee also granted time-vesting restricted
stock units and stock options to Mr. Stone and Mr. Garrison as part of the
annual long-term incentive grants. The stock options were granted with an
exercise price at a 10% premium to the closing price of the Company's common
stock on the grant date (i.e., 110% of such closing price).

In addition, the Company and each of Mr. Stone and Mr. Garrison agreed that the
threshold, target and stretch percentages for both the annual incentive
compensation and long-term incentive performance-based restricted stock units,
along with the percentage allocation of the performance goals' impact on annual
incentive compensation, may be set in the discretion of the Compensation
Committee and the Board from time to time notwithstanding the terms in their
respective employment agreements.


Item 9.01    Financial Statements and Exhibits

Exhibits

Exhibit No. Description

10.1 Form of Restricted Stock Unit Agreement (Performance-Vesting).

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