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


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.


On December 10, 2019, Michael L. Gettle announced that he is leaving the company
and therefore resigning as our President, Chief Operating Officer and Secretary
and as a director on our Board of Directors, effective immediately. We and Mr.
Gettle entered into a Separation Agreement and Release (the "Separation
Agreement"). The Separation Agreement provides that, if Mr. Gettle does not
revoke his acceptance of the Separation Agreement within the applicable
seven-day revocation period, (a) Mr. Gettle will receive his base salary for a
period of eighteen (18) months and (b) Mr. Gettle will be entitled to continued
health insurance coverage under our group health plan on the same terms as
provided to our other executives until such date as Mr. Gettle reaches the age
of 65. In the event of certain future corporate transactions, Mr. Gettle will be
entitled to receive a lump sum payment equal to the then remaining severance and
health insurance benefits, if any. The Separation Agreement contains a mutual
release that is binding upon us and Mr. Gettle.
The foregoing is a summary only and does not purport to be a complete
description of all of the terms, provisions, covenants and agreements contained
in the Separation Agreement, and is subject to and qualified in its entirety by
reference to the complete text of the Separation Agreement, a copy of which will
be filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ending December 31, 2019.
On December 11, 2019, we issued a press release announcing Mr. Gettle's
departure. A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.


Item 9.01.   Financial Statements and Exhibits.

    (a)      Financial Statements of Business Acquired.
             Not applicable.
    (b)      Pro Forma Financial Information.
             Not applicable.
    (c)      Shell Company Transactions.
             Not applicable.
    (d)      Exhibits.
  Exhibit
   Number

    99.1       Press Release dated December 11, 2019

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