Item 8.01 Other Events.
The Company is in the process of amending certain agreements pursuant to which equity incentive awards have been granted to the Company's employees (the "Equity Award Agreements") and the Company's Key Executive Employment and Severance Agreements ("KEESAs"). The named executive officers are among the employees who are parties to the Equity Award Agreements and the KEESAs. These amendments are in connection with the Company's review of the requirements of
Section 409A of the Internal Revenue Code, as amended, and the regulations and other guidance promulgated thereunder ("Section 409A"). Section 409A governs "nonqualified deferred compensation" arrangements and it imposes an additional tax and penalties on employees if a covered arrangement does not comply with
Section 409A.
The changes to the Equity Award Agreements are technical changes intended to conform them to, or otherwise relate to, Section 409A. The changes to the KEESAs are also technical changes intended to conform them to, or otherwise relate to,
Section 409A. The KEESA changes include changing the definition of "good reason" to conform to Section 409A and changing certain cash payments under the KEESAs from a single lump sum payable upon the occurrence of an event designated in the KEESA to two lump sums, the first of which is payable upon the occurrence of such an event and the second of which is payable six months and one day later if the full amount cannot be paid on the first payment date.

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