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

On September 18, 2020, the Board of Directors (the "Board") of the Company established the performance goals applicable to the Awards previously granted on April 8, 2020. Each Award opportunity is solely tied to the Company's attainment of a certain threshold of earnings before interest and taxes, with certain adjustments ("EBIT") during the second through fourth quarters of fiscal 2020. Before any Award is earned, the actual EBIT results are required to meet a threshold EBIT amount, which represents approximately 85% of the target EBIT amount. If the Company meets or exceeds the threshold EBIT amount, the percentage of the Award earned shall be within the range of threshold to target, as follows:







                     Minimum Payout   Maximum Payout

% of Target EBIT Met     85.0%            100.0%
% of Award Earned        86.2%            100.0%

Should the Company fail to meet the threshold EBIT amount, 0% of the Award shall be earned. Each Award will vest in four equal annual installments beginning on the first anniversary of the grant date, subject to the applicable officer's continued employment with the Company. As disclosed in the Original Form 8-K, the Board initially intended to determine the performance metrics applicable to the Awards by August 1, 2020. Due to the rapidly evolving nature of the COVID-19 pandemic and the Company's response to the changing business environment, the Board decided that it would be prudent to delay its determination until it had greater clarity into the Company's results for fiscal 2020 in order to properly incentivize the recipients of the Awards.

The foregoing description of the Awards does not purport to be complete and is qualified in its entirety by the text of the Long-Term Cash Incentive Award Agreements entered into between the Company and each of Mr. Jwala, Mr. Koch and Mr. Sullivan, the form of which was filed as Exhibit 10.1 to the Original Form 8-K.

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