On December 20, 2016, the Company entered into an Employment
Agreement with its Chief Executive Officer, Lawrence B. Prior III
(the Employment Agreement). The Employment Agreement provides for
an initial term of 3 years, with the possibility of a one-year
extension by mutual agreement of the parties. The Employment
Agreement provides for a base salary of $950,000 and a target
annual bonus equal to 125% of the base salary. The Employment
Agreement also provides for Mr. Prior to participate in equity
and other long-term incentive plans on terms and conditions that
are appropriate to his positions and responsibilities, and for a
one-time grant of restricted stock units with respect to
$2,250,000 shares of Company stock vesting 50% on the second
anniversary of the grant date and 50% on the third anniversary of
the grant date, subject to full acceleration in the event of
actual or constructive involuntary termination or of a change in
control of the Company and partial acceleration upon retirement
after age 62. The Employment Agreement also provides severance
benefits in the amount of two times base salary, and enhanced
severance benefits following a change in control in the amount of
two and one-half times base salary plus target bonus. The
Employment Agreement provides for a 12 month non-competition and
non-solicitation period following termination of employment for
any reason.

Item 9.01. Financial Statements and Exhibits.