In connection with his employment as Executive Vice President and Chief Financial Officer, Mr. Garland will receive an annual base salary of $430,000, annual eligibility under the Company’s short term cash incentive plan equal to 65% of his annual salary at target and 150% of his annual target at maximum payout, annual eligibility beginning in fiscal year 2019 for long-term incentive equity awards of $690,000 in value at target and up to 150% of the target amount at maximum payout, and he will be eligible to participate in the Company’s health, profit sharing, retirement and other benefit plans and programs generally offered to its executives.  In connection with his appointment, Mr. Garland will be granted an equity award valued at $600,000 consisting of restricted stock units that will vest in equal installments over three years beginning on the first anniversary of his employment date, and a cash sign on bonus of $50,000.  If Mr. Garland’s employment is terminated by the Company for any reason other than cause, he will receive a lump sum cash payment equal to one year of annual base salary and the amount of the Company’s contribution to his medical insurance for one year.  Mr. Garland also will enter into a change of control agreement with the Company that provides for continued employment with the same base salary, annual cash incentive and benefits for two years following a change of control.  Under this agreement, if terminated within six months following a change of control, other than by reason of death, disability or cause, or on a voluntary termination for good reason, Mr. Garland would be entitled to receive two times annual base salary, two times the greater of his average cash bonus for the three year period prior to termination or the current year short term incentive plan target bonus, $25,000 for outplacement services, continued coverage under the Company’s medical and other benefit plans for a period of two years and accelerated vesting of equity awards other than performance-based awards, which performance-based awards would vest based on actual performance through the date of the change of control and includes a two year post-employment non-compete covenant.

                     A copy of the press release announcing Mr. Garland’s appointment is attached as exhibit 99.1 to this report and incorporated herein by this reference.

                               99.1 Press Release dated September 25, 2018