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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously reported, Howard Morof will cease to serve as our chief financial officer as of the close of business on March 16, 2021, at which time he will cease to be employed by us.

In connection with the termination of Mr. Morof's services, we entered into a transition and separation and general release agreement with him on January 15, 2021 (the "Separation Agreement"). In substantial part, the terms of the severance payable under the Separation Agreement are governed by the terms of Mr. Morof's employment letter dated January 10, 2013 as amended on July 19, 2017 (the "Employment Agreement").

As contemplated by the Employment Agreement, the Separation Agreement provides, among other things, for Mr. Morof to receive the following:





     •    continuation of his regular base salary, equal to the annual sum of
          $325,000, in biweekly installments for twelve months after the date of
          termination of employment (the "Termination Date");




     •    his bonus for 2020 (as yet undetermined), if not paid prior to the
          Termination Date;




     •    a pro-rated cash bonus for the period from January 1, 2021 through
          March 16, 2021, based on the average cash bonuses received by Mr. Morof
          for 2019 and 2020; and




     •    COBRA premiums for medical, dental, and vision employee benefit programs,
          on the same basis as his current joint spousal coverage election, through
          the twelve-month anniversary of the Termination Date.

In addition, the Separation Agreement contemplates that any outstanding unvested stock options and restricted stock units held by Mr. Morof shall vest to the extent that such stock options and restricted stock units would have vested had Mr. Morof remained employed with us through the one-year anniversary of the Termination Date.

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