Item 9B. OTHER INFORMATION

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On October 1, 2021, we entered into an amendment (the “Amendment”) to the Employment Agreement with Jeffrey A. Stoops, our President and Chief Executive Officer, dated August 3, 2020. The Amendment modified the Employment Agreement to, among other things, provide that the severance payment in connection with a termination of employment for cause or resignation for good reason of an amount equal to the “applicable multiple” (as defined in the Employment Agreement) multiplied by the sum of Mr. Stoops’ (i) base salary for the year in which the termination or resignation occurs, (ii) “reference bonus” (as defined in the Employment Agreement) and (iii) “reference benefits value” (as defined in the Employment Agreement), which was provided for in the Employment Agreement, will only be payable to the extent Mr. Stoops is not “retirement eligible” as defined in our equity plan retirement policy (or if he is retirement eligible and such termination or resignation occurs after a change of control or within six months of a change of control). If at the time of such termination or resignation (a) Mr. Stoops is retirement eligible and (b) a change of control has not occurred, then Mr. Stoops would not receive this severance amount and would instead be eligible to receive the entitlements provided under our equity plan retirement policy. In addition, the Amendment modified the Employment Agreement to provide that, if Mr. Stoops’ employment is terminated due to death or disability, he would be entitled to the pro rata portion of the minimum annual bonus target for the period of service in the year in which the termination occurs. All other material terms of the Employment Agreement with Mr. Stoops remained the same.

Also on October 1, 2021, we entered into amended and restated employment agreements with each of Brendan Cavanagh, Executive Vice President and Chief Financial Officer, Thomas P. Hunt, Executive Vice President, General Counsel and Chief Administrative Officer, and Kurt L. Bagwell, Executive Vice President and President of International. The prior employment agreements with each of Messrs. Cavanagh, Hunt and Bagwell were set to expire by their terms on December 31, 2021. The amended and restated employment agreements for Messrs. Cavanagh, Hunt, and Bagwell expire on December 31, 2024 and provide for each to continue to serve in their present positions. The amended and restated employment agreements also modified the prior employment agreements to, among other things, provide that the severance payment in connection with a termination of employment for cause or resignation for good reason of an amount equal to the “applicable multiple” (as defined in the amended and restated employment agreements) multiplied by the sum of such officer’s (i) base salary for the year in which the termination or resignation occurs and (ii) the minimum annual bonus target, which was provided for in the prior employment agreements, will only be payable to the extent such officer is not “retirement eligible” as defined in our equity plan retirement policy (or if he is retirement eligible and such termination or resignation occurs after a change of control or within six months of a change of control). If at the time of such termination or resignation (a) such officer is retirement eligible and (b) a change of control has not occurred, then such officer would not receive this severance amount and would instead be eligible to receive the entitlements provided under our equity plan retirement policy. All other material terms of the employment agreements remained the same.

The Amendment with Mr. Stoops and the amended and restated employment agreements with Messrs. Cavanagh, Hunt and Bagwell are filed with this annual report as Exhibits 10.35J, 10.85F, 10.58G and 10.57G, respectively.