Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2020 the Company and Kenneth J. Karels, former President, CEO and
Chairperson of the Board entered in an Amended and Restated CEO Transition and
Retirement Agreement (the "Amended Agreement"). The Amended Agreement amends and
restates the previously reported CEO Transition and Retirement Agreement entered
into between the Company and Mr. Karels dated November 21, 2019 and attached as
Exhibit 10.1 to the Company's Form 8-K filed on November 26, 2019 (the "Original
Agreement").
Under the Amended Agreement, within 10 days after the Effective Date as defined
therein Mr. Karels will receive in lieu of his short term incentive ("STI") cash
compensation a lump sum payment of $525,937.50, and in lieu of the consulting
arrangement which was to commence on October 3, 2020, a lump sum payment of
$675,000. The payments represent a 25% discount to STI and consulting fees that
would have been paid under the Original Agreement. Mr. Karels will continue to
receive his salary and benefits through his October 2, 2020 retirement date
consistent with the Original Agreement and his previously granted STI stock
awards and LTI will continue to vest in accordance with such grants. As part of
the Amended Agreement, Mr. Karels and the Company executed a mutual release of
all claims related to Mr. Karels' employment.
The above summary of the terms of the Amended Agreement is qualified in its
entirety by reference to the full text of the Amended Agreement which is filed
as Exhibit 10.1 to this Current Report.
Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits.

Exhibit No.   Description

10.1          Amended and Restated CEO Transition and Retirement Agreement

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