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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Termination of Arrangement for Karl G. Glassman Personal Use of Corporate Aircraft

As previously reported, Karl G. Glassman will retire as an executive officer of the Company as of the Company's 2023 Annual Meeting of Shareholders, which is expected to be held May 4, 2023. In connection with Mr. Glassman's retirement as an executive officer, Mr. Glassman and the Company, on April 25, 2023, mutually agreed to terminate the arrangement he has with the Company to use the Company's aircraft for personal use. The termination will be effective May 4, 2023.

The arrangement was entered into on May 8, 2017, when the Compensation Committee of the Board adopted resolutions regarding the personal use of corporate aircraft by Mr. Glassman, who at the time served as President & CEO. Mr. Glassman's use of corporate aircraft for personal travel by him and his guests was subject to the aircraft not being scheduled for business purposes, and was also subject to an annual limit of $100,000 in aggregate incremental cost to the Company, including the cost of "deadhead" flights necessitated by such personal use. Under the arrangement, the Company did not provide tax reimbursements to Mr. Glassman for any taxes arising from imputed income relating to his use of the corporate aircraft for personal travel by him or his guests.

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