On March 3, 2020, the Board, upon the recommendation of the Compensation Committee, approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2014 Incentive Stock Plan (the “Plan”).  The Amendment provides for “double trigger” vesting of grants made under the Plan on or after March 3, 2020 to the extent not otherwise provided in an award agreement or individual severance or employment agreement.  Pursuant to the Amendment, if, in connection with a “change of control” (as defined in the Plan) involving a sale of assets of the Company or a merger or other corporate transaction, an acquirer of the Company assumes, continues or substitutes similar grants of the surviving corporation (or parent or subsidiary of the surviving corporation) on an economically-equivalent basis, and the applicable participant’s employment terminates without “cause” or for “good reason” (each, as defined in the Amendment) within one year following the change of control, then upon such termination, the grants will automatically accelerate and become fully vested (based on pro-rated performance metrics through such date, if such grants are subject to performance conditions). If, in the change of control, the acquirer of the Company does not assume, continue or substitute similar grants, the grants will be subject to “single trigger” vesting and will vest immediately upon the change of control.  If, in connection with a change of control not involving a sale of assets of the Company or a merger or other corporate transaction, an applicable participant’s employment terminates without “cause” or for “good reason” within one year following the change of control, then upon such termination the grants will automatically accelerate and become fully vested.  Prior to the effectiveness of the Amendment, all of the awards made under the Plan were subject to “single trigger” vesting upon a change of control, except as may have otherwise been specifically provided in an award agreement.

     In connection with the Amendment, the Company approved new forms of incentive stock option agreement, nonstatutory stock option agreement and restricted stock award for awards under the Plan made on or after March 3, 2020.  These forms set forth the material terms of awards under the Plan, including vesting terms, manner of exercise and payment, the treatment of unvested shares on termination of service, voting and dividend rights which commence on the grant date in the case of restricted shares, and change of control (which incorporate the terms of the Amendment).    

     The foregoing descriptions of the Amendment and new award agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment and forms of incentive stock option agreement, nonstatutory stock option agreement, and restricted stock award, which will be filed as exhibits to the Company’s annual report on Form 10-K for the year ended December 31, 2019 and to the Company’s quarterly report on Form 10-Q for the quarter ending March 31, 2020.

     The information furnished in this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s filings with the SEC. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.