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

As disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on May 16, 2022, the Company's Compensation Committee previously approved, for incentive and retention purposes, transaction bonuses pursuant to a transaction bonus agreement ("TBRA") for certain executive officers, including Mr. Willoughby, Mr. Madden, and Mr. Thomann, such that each such executive would be eligible to receive a cash payment based on a percentage of the total "transaction value" received upon a change in control of the Company resulting from the Company's strategic alternatives initiative. The payment of such bonus is contingent upon the closing of a change of control transaction on or prior to December 31, 2022, or such later date as determined by the Company's Compensation Committee.

As the Company's strategic alternatives process is ongoing, on December 16, 2022, the Company's Compensation Committee decided to amend the TBRAs to (i) extend the Outside Closing Date, as defined in the TBRA, from December 31, 2022 to December 31, 2023 (other than Mr. Willoughby's TBRA that was previously extended and disclosed under the 8-K filed on November 9, 2022), and (ii) be consistent with the short-term deferral exception under Section 409A of the Internal Revenue Code.

A copy of the form of amendment to the TBRA entered into between the Company and certain executives of the Company, including Mr. Madden and Mr. Thomann, is filed herewith as Exhibit 5.2.

ITEM 9.01 Financial Statements and Exhibits.



(d) Exhibits.


Exhibit No.
5.2                 Form of Amendment to Transaction Bonus Agreement
104               Cover Page Interactive Data file, formatted in Inline XBRL

Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.

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