2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016
December 29, 2005
Mr. Nelson W. Armstrong, Jr.
the vesting of all outstanding options ("Options"), if any, granted to you under any of the Corporation's stock option plans, incentive plans or other similar plans with respect to shares of common stock of the Corporation ("Common Shares") shall be accelerated immediately and such Options shall be fully exercisable; provided, however, that in lieu of Common Shares issuable upon exercise of such Options (which Options shall be cancelled upon the making of the payment referred to below), subject to the consent of the Compensation Committee of the Board, the Corporation shall pay to you, at the time specified in Section 7.2, an amount in cash equal to the product of (a) the excess of, in the case of an "incentive stock option" (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) granted after the date hereof, the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such e xchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) and, in the case of all other Options, the higher of such closing price or the highest per share price for Common Shares actually paid in connection with any merger, reorganization or other acquisition of all or substantially all of the Corporation's common stock, over the per share option price of each Option held by you (whether or not then fully exercisable), and (b) the number of Common Shares covered by each such Option;"
December 29, 2005
If this letter sets forth our agreement with respect to the amendment of your Severance Agreement, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject and an amendment of your Severance Agreement.
Name: Robert M. Haddock
Title: Chairman of the Board, President
and Chief Executive Officer