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


                   of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed by the Company on February 27, 2023, Roger A. Krone will retire as the Company's Chief Executive Officer on May 3, 2023 and as Chairman at the time of the Company's 2023 annual meeting of stockholders. Mr. Krone will continue to work as a full-time employee of the Company through July 31, 2023 (the "Full-Time End Date") and will then become a part-time advisor to the Company through March 29, 2024 (the "Separation Date").

In connection with his retirement from Chairman and Chief Executive Officer of the Company and his assistance with the transition of his roles, Mr. Krone entered into a retirement agreement with the Company, dated as of March 28, 2023 (the "Retirement Agreement"). The Retirement Agreement provides that, while Mr. Krone is providing services to the Company prior to the Full-Time End Date, he will continue to receive his current base salary and participate in the Company's benefit plans. Mr. Krone will also be eligible for a prorated bonus for the 2023 fiscal year, with the target amount being $1,911,000 for the full year and the proration to be based on a fraction, the numerator of which is the number of days between January 1, 2023 and the Full-Time End Date and the denominator of which is 364. The actual bonus for Fiscal 2023 (subject to proration) will be determined based on the Company's actual performance determined on the same basis as for other senior executives of the Company. In addition, Mr. Krone has been granted a prorated equity grant for 2023 (with an initial value of $4,050,000) that is subject to customary terms applicable to equity grants by the Company, including retirement treatment since Mr. Krone has satisfied the requirements for such treatment. Any equity awards granted by the Company prior to 2023 that remain outstanding will continue to be subject to their current terms, including with respect to retirement treatment. From the Full-Time End Date through the Separation Date, Mr. Krone will be paid at the rate of $1,000 per hour for any consulting services he provides. The Company has also agreed to reimburse Mr. Krone for legal fees and expenses of up to $30,000 for services provided with respect to the Retirement Agreement. In connection with receiving the benefits described above, Mr. Krone will be required to execute, and not revoke, a release of claims and will continue to be subject to the 12-month post-termination covenants regarding non-competition and non-solicitation of the Company's employees and customers under his employment agreement, with the 12-month post-termination period to commence on the Separation Date.

The foregoing summary of Mr. Krone's Retirement Agreement is not complete and is qualified in its entirety by the Retirement Agreement, a copy of which is filed herewith as Exhibit 10.1.




Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits
Exhibit 10.1         Retirement Agreement, dated March 28, 2023.
Exhibit 104        The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
                   and contained in Exhibit 101.

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