Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Supplemental Compensation Arrangements for Certain Non-Employee Directors;
Designated Independent Director Compensation
In recognition of Matthew Cabell's voluntary resignation from the Board in order
to facilitate the corporate governance changes contemplated by the Amended SVP
Agreement, the Compensation Committee and the Board (with Mr. Cabell recusing
himself) accelerated the vesting of the two tranches of restricted stock awards
that would have become vested if Mr. Cabell had remained a director until the
2020 Annual Meeting. As a result, a total of 10,000 unvested restricted stock
units and 6,044 restricted shares became vested at the Effective Time. After
this acceleration of vesting, none of Mr. Cabell's prior equity grants remained
unvested. Furthermore, Mr. Cabell will receive the director and committee fees
he would have received for the full fourth quarter of 2019, even though his
resignation became effective on December 20, 2019.
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