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


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers




                       Chief Executive Officer Succession

The Company has implemented its CEO succession plan consistent with the disclosures made in Item 5.02 of the Company's Form 8-K filed September 12, 2022 and described in the Company's Proxy Statement dated December 14, 2022.

Effective December 31, 2022, the Company's Chairman, Chief Executive Officer and President, Victor L. Richey, retired as Chief Executive Officer and President. Effective January 1, 2023 Mr. Richey, a current director, assumed the position of Executive Chairman of the Board of Directors.

Mr. Richey and the Company entered into an Amendment of Mr. Richey's Employment Agreement effective December 31, 2022, which provides that Mr. Richey will remain as an employee and director of the Company with the title of Executive Chairman during a transition period ending not later than December 31, 2023. Effective January 1, 2023, Mr. Richey's base salary was adjusted to an annual rate of $650,000, to be prorated over the length of the transition period. The form of Amendment to Mr. Richey's Employment Agreement is attached hereto as Exhibit 10.1.

Mr. Richey will continue to participate in the Company's Performance Compensation Plan (PCP) until the end of the transition period. For the first quarter of fiscal 2023, which ended December 31, 2022, Mr. Richey's 2023 cash incentive target remained at his fiscal 2022 target of $959,500, to be prorated for the first quarter of fiscal 2023; and beginning January 1, 2023 Mr. Richey's 2023 cash incentive target was reduced to $487,500, to be prorated from January 1, 2023 until the end of the transition period.

Mr. Richey also received a one-time award of 17,241 restricted stock units (RSUs), which is $1,500,000 divided by the Company's closing stock price of $87.00 per share on January 3, the first trading day of January. The award will vest on December 31, 2023 and be distributed in shares at the beginning of 2024. It is subject to a non-compete covenant ending two years after the distribution date and other conditions, including potential clawbacks, similar to those in the Company's standard RSU awards. The form of Mr. Richey's RSU award is attached hereto as Exhibit 10.2.

On January 1, 2023, Bryan H. Sayler succeeded to the offices of Chief Executive Officer and President of the Company. Mr. Sayler has entered into an employment and compensation agreement with the Company on terms consistent with those described in the Company's Form 8-K filed September 12, 2022. The form of Mr. Sayler's Employment Agreement is attached hereto as Exhibit 10.3.





              Increase in Size of Board of Directors; New Director

Pursuant to the previous actions of the Company's Board of Directors and consistent with the disclosures made in Item 5.02 of the Company's Form 8-K filed September 12, 2022, effective January 1, 2023 the authorized size of the Company's Board of Directors was increased from eight to nine members, and Bryan H. Sayler became a Class I director of the Company filling the vacancy thereby created, to serve for a term ending at the 2024 annual meeting of shareholders. As stated above, effective January 1, 2023 Victor L. Richey, assumed the position of Executive Chairman of the Board. James M. Stolze remains in his current position as Lead Director.




  Item 9.01 Financial Statements and Exhibits




(d)    Exhibits



         Exhibit No.      Description of Exhibit
           10.1             Amendment to Employment Agreement of Victor L. Richey
                          effective December 31, 2022
           10.2             Transition Award Agreement with Victor L. Richey effective
                          January 3, 2023
           10.3             Employment and Compensation Agreement with Bryan H. Sayler
                          effective January 1, 2023
         104              Cover Page Inline Interactive Data File

Any references to the Company's web site address included in this Form 8-K and the press release are intended only as inactive textual references and not as active links to its web site. Information contained on the Company's web site does not constitute part of this Form 8-K or the press release.

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