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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On March 4, 2022, the Company and Mr. Laxton entered into an Executive Employment Agreement (the "Executive Employment Agreement"), effective March 6, 2022, in connection with Mr. Laxton's promotion to Chief Financial Officer, Treasurer and Executive Vice President of the Company. The Executive Employment Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties related to Mr. Laxton's employment with the Company, including that certain Executive Agreement by and between the Company and Mr. Laxton dated as of October 1, 2014.

Pursuant to the Executive Employment Agreement, Mr. Laxton's annual base salary will increase to $550,000, effective March 6, 2022.

The Executive Employment Agreement also provides for the payment of a non-compete benefit to Mr. Laxton as consideration for compliance with the confidentiality, non-competition, non-solicitation and other restrictive covenants set forth in the Executive Employment Agreement. The non-compete benefit is equal to one month of base salary for each year of service with the Company (subject to a minimum of six months of base salary); provided, if Mr. Laxton is under age 55 as of the date of termination, the non-compete benefit will not be less than the sum of the value of his forfeitable common stock units deferred and shares of restricted stock awarded under the Company's long-term incentive plan. The non-compete benefit will be paid to Mr. Laxton in 24 equal monthly installments following termination; provided, if Mr. Laxton dies during the first 12 months following his termination from employment, then Mr. Laxton's estate will receive monthly installments of the non-compete benefit only through the end of the 12th month following his termination. No non-compete benefit is payable if Mr. Laxton dies while employed by the Company.

In lieu of the non-compete benefit described above, if Mr. Laxton's employment is involuntarily terminated by the Company or Mr. Laxton resigns for Good Reason (as defined in the Executive Employment Agreement), in either case within 24 months of a change in control of the Company, Mr. Laxton would receive a non-compete benefit, payable in a lump sum cash payment, equal to the sum of:

(a) a "base amount" multiplied by 2.5, with the "base amount" being equal to the sum of (i) Mr. Laxton's base salary and (ii) the greater of (A) 150% of Mr. Laxton's base salary and (B) the average performance award under the Company's annual incentive plan for the three fiscal years prior to Mr. Laxton's termination of employment (provided for purposes of calculating such average, the performance award under the annual incentive plan for any year in such three-fiscal year period Mr. Laxton did not hold his current position will be equal to the performance award under the annual incentive plan for such year for his position as a percentage of base salary multiplied by his base salary); and

--------------------------------------------------------------------------------

(b) the value of the restricted stock units that would have been granted to Mr. Laxton in the year of termination based on the prior year's performance (if not granted prior to the date of termination).

In addition, if Mr. Laxton's employment is involuntarily terminated by the Company or Mr. Laxton resigns for Good Reason, in either case within 24 months of a change in control of the Company, medical, dental and prescription drug insurance coverage would be continued for 30 months.

The foregoing description of the terms and conditions of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits



10.1      Executive Employment Agreement of Stephen D. Laxton (#)

104     Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL
        (included in Exhibit 101)

(#) Indicates a management contract or compensatory plan or arrangement.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses