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

As previously announced, Thomas P. Chambers, our former Senior Vice President and Chief Financial Officer, retired from the Company on December 31, 2020. Mr. Chambers ceased serving as the Company's Senior Vice President and Chief Financial Officer, effective May 11, 2020 and, since that time, Mr. Chambers has served as Senior Advisor to the Company's Chairman and Chief Executive Officer, working on strategic projects and helping to ensure an orderly transition of his duties to Neal D. Shah, our current Senior Vice President and Chief Financial Officer.

In connection with his retirement, and in accordance with the Company's existing executive retirement guidelines previously approved by the Compensation Committee of the Company's Board of Directors, the Company entered into a transition agreement with Mr. Chambers on January 4, 2021, pursuant to which equity incentive awards held by Mr. Chambers under the Company's Long Term Incentive Plan that have been outstanding for at least one year from the applicable grant date will be settled in accordance with their existing schedule, and any such equity awards that are subject to performance-based vesting conditions will vest only to the extent the applicable performance goals are achieved. In consideration for Mr. Chambers' extended transition period and his additional responsibilities and contributions in supporting the Company through the impact of the COVID-19 pandemic during such period, consistent with our executive retirement guidelines, Mr. Chambers will receive a one-time cash payment of $410,483.

The above-described transition benefits are subject to Mr. Chambers' execution and non-revocation of a release of claims, as well as compliance with certain restrictive covenants, including perpetual confidentiality restrictions and non-competition and employee non-solicitation/no-hire restrictions through the one-year anniversary of the final settlement date of Mr. Chamber's eligible equity awards (as described above).

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