Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensation Arrangements with Chief Executive Officer
On February 13, 2019, the Company
entered into a letter agreement with John C. Plant in connection with his appointment as Chief Executive Officer of the
Company providing for a one-year term of employment commencing on February 6, 2019 (the “Effective Date”).
Pursuant to the letter agreement, Mr. Plant’s compensation will consist of (i) a base salary at an annual rate of
$1,600,000; (ii) a one-time restricted stock unit award in respect of 1,000,000 shares of common stock of the Company,
par value $1.00 per share (the “Common Stock”), vesting on the first anniversary of the Effective Date,
contingent on Mr. Plant’s continued service as Chief Executive Officer through such date and subject to accelerated
vesting upon a termination of Mr. Plant’s employment without cause, a termination of Mr. Plant’s employment by
Mr. Plant for good reason, a termination of Mr. Plant’s employment due to death or disability, or a change in control
during his employment and prior to the first anniversary of the Effective Date, except that in the event such accelerated
vesting event occurs prior to the date that is six months following the Effective Date, half of the award is forfeited; and
(iii) a special cash-based outperformance bonus opportunity with a potential value ranging from $0 –
$20,000,000, with the actual amount of such cash bonus, if any, determined based on achievement of certain Company stock
price thresholds between $22.20 and $30.00 during the period commencing on the Effective Date and ending on the second
anniversary thereof, the vesting of which is contingent on Mr. Plant’s continued service as Chief Executive Officer
through the first anniversary of the Effective Date, subject to prorated vesting upon the occurrence of the accelerated
vesting events described above (other than a termination due to death or disability, which results in full accelerated
vesting, except that in the event such termination occurs prior to the date that is six months following the Effective Date,
half of the award is forfeited). Pursuant to the letter agreement, Mr. Plant has waived his right to participate in any
annual bonus plans, long-term incentive plans, severance plans, or deferred compensation plans.
Mr. Plant also entered into a confidentiality,
developments, non-competition and non-solicitation agreement with the Company, which includes a perpetual confidentiality covenant
as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of
one year following termination of employment for any reason.
Compensation Arrangements with Chief Operating Officer
On February 15, 2019, the Company entered
into a letter agreement with Elmer L. Doty in connection with his appointment as Chief Operating Officer of the Company
providing for a two-year term of employment commencing on the Effective Date. Pursuant to the letter agreement, Mr. Doty’s
compensation will consist of (i) a base salary at an annual rate of $950,000; (ii) a one-time restricted stock unit award
in respect of 385,000 shares of Common Stock to be granted promptly following the Effective Date, vesting in two equal installments
on the first and second anniversary of the Effective Date, contingent on Mr. Doty’s continued service as Chief Operating
Officer through each applicable vesting date, subject to prorated vesting upon a termination of Mr. Doty’s employment without
cause or due to death or disability, and generally subject to the Company’s standard change in control provisions for equity
compensation awards (except that in the event of a change in control related accelerated vesting event prior to the date that is
six months following the Effective Date, half of the award is forfeited); (iii) a one-time restricted stock unit award in
respect of 350,000 shares of Common Stock to be granted promptly following the first anniversary of the Effective Date (subject
to Mr. Doty’s continued service as Chief Operating Officer through such date and provided that a change in control of the
Company has not occurred prior to such date), vesting on the second anniversary of the Effective Date, contingent on Mr. Doty’s
continued service as Chief Operating Officer through such date, subject to prorated vesting upon a termination of Mr. Doty’s
employment without cause or due to death or disability, and generally subject to the Company’s standard change in control
provisions for equity compensation awards; and (iv) a special cash-based outperformance bonus opportunity with a potential
value ranging from $0 – $10,000,000, with the actual amount of such cash bonus, if any, determined based on achievement of
certain Company stock price thresholds between $22.20 and $30.00 during the period commencing on the Effective Date and ending
on the second anniversary thereof, the vesting of which is contingent on Mr. Doty’s continued service as Chief Operating
Officer through such second anniversary, subject to prorated vesting upon a termination of Mr. Doty’s employment without
cause or due to death or disability or upon the occurrence of a change in control during his employment and prior to the second
anniversary of the Effective Date. Pursuant to the letter agreement, Mr. Doty has waived his right to participate in any annual
bonus plans, long-term incentive plans, severance plans, or deferred compensation plans.
Mr. Doty also entered into a confidentiality,
developments, non-competition and non-solicitation agreement with the Company, which includes a perpetual confidentiality covenant
as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of
one year following termination of employment for any reason.