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

The Board of the Company has appointed Kelly Benton, 46, as the Vice President and Controller of the Company effective January 3, 2022. Ms. Benton will serve as the Company's principal accounting officer.

Prior to Ms. Benton's employment with the Company, Ms. Benton was employed by RaceTrac, Inc., in Atlanta, Georgia, where she served as Vice President of Accounting since 2011. Prior to that, Ms. Benton was with Ernst & Young from 2002 to 2011. Ms. Benton is licensed as a Certified Public Accountant in Georgia and holds a bachelor's degree in accounting from Wofford College.

There is no arrangement or understanding between Ms. Benton and any other person pursuant to which she is being appointed as Vice President and Controller. There are no family relationships between Ms. Benton and any director or executive officer of the Company and there are no relationships or related transactions between Ms. Benton and the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with Ms. Benton's appointment as Vice President and Controller, Ms. Benton will be eligible to receive compensation on the following terms:



  • an annual base salary of $350,000;


  • a sign-on bonus of $100,000;


  • additional $100,000 bonus if still employed on January 3, 2023;


   •  participation in the Company's annual incentive plan, with the current
      target bonus set at 50 percent of Ms. Benton's base salary;


   •  participation in the Company's long-term equity incentive plan with a target
      award of 60 percent of Ms. Benton's base salary comprised of the same mix of
      awards as executive officers of the Company (currently 50 percent of the
      long-term incentive opportunity awarded as performance stock units, 25
      percent awarded as restricted stock and 25 percent awarded as stock
      options);


   •  long-term equity incentive compensation will be subject to determination by
      the Compensation Committee of the Company's Board; and


   •  participation in the employee benefit programs generally made available to
      the Company's executives.

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