filed with the Securities and Exchange Commission on March31,
2016 (the 2016 Proxy Statement). The Offer Letter also
provides for Mr.Roche to be reimbursed for reasonable costs and
expenses incurred in connection with his relocation to the
Scottsdale, Arizona area, which is to occur no later than
September1, 2017.

to the Offer Letter, Mr.Roche will receive on the Employment
Date a one-time grant of restricted shares of the Companys
common stock having a grant date value of $1,000,000, to be
distributed to him ratably over two years beginning on the
first anniversary of the grant date, provided that he continues
to be employed by the Company on such distribution dates. The
restriction on such shares will also continue to lapse in
accordance with the two-year schedule if, prior to the second
anniversary of the Employment Date, Mr.Roches employment is
terminated by the Company other than for cause. During the
period of restriction, Mr.Roche will receive all dividends paid
with respect to these shares. All of the Companys equity grants
contain restrictive covenants which will prohibit Mr.Roche from
(i)competing with the Company or soliciting or employing any
Company personnel for one year following his termination or
(ii)disclosing any of the Companys confidential or non-public
information.

The foregoing description of the Offer Letteris qualified in
its entirety by reference to the full text of such agreement,
which is filed as Exhibit10.1 to this Current Report on Form8-K
and incorporated herein by reference.

In connection with his appointment as Vice President and Chief
Financial Officer, Mr.Roche will be entitled to participate in
the Companys supplemental pension plan (as amended, the
Supplemental Pension Plan) and all other elements of the
Companys employee benefit plans from time to time in effect and
available to its senior executives, which are outlined in the
2016 Proxy Statement. Mr.Roche will also enter into the
Companys standard executive severance agreement, providing for
benefits in the event of a change of control, defined generally
as an acquisition by any third party of 20% or more of the
outstanding voting shares of the Company or a change in the
majority of the Board. In the event that Mr.Roches employment
is terminated by the Company (excluding for cause (as defined
in the executive severance agreement), death or disability) or
in the event of his resignation for good reason (as defined in
the executive severance agreement), in either case within three
years of a change of control, he would be entitled to three
years compensation, including bonus, retirement benefits equal
to the benefits he would have received had he completed three
additional years of employment with the Company and
continuation of all life, accident, health, savings and other
fringe benefits, all in accordance with and subject to the
terms of the Companys standard executive severance agreement.
The Company will not pay any tax gross-up on benefits paid
under the executive severance agreement with Mr.Roche. In the
event that any benefit to be received by Mr.Roche constitutes
an excess parachute payment under Section280G of the Internal
Revenue Code, then Mr.Roche would be responsible for the
payment of the related excise taxes under Section4999 of the
Internal Revenue Code. However, if it is determined that
reducing the benefits payable under the executive severance
agreement below the level at which they become excess parachute
payments would result in a greater after-tax benefit to
Mr.Roche, the benefits will be reduced to the extent necessary
to exclude such benefits from taxation under Section4999 of the
Internal Revenue Code.

The foregoing descriptions of the Supplemental Pension Plan and
the executive severance agreement are qualified in their
entirety by reference to the full text of such plans or
agreements. A copy of the Supplemental Pension Plan is filed as
Exhibit10.20 to the Companys Annual Report on Form10-K for the
fiscal year ended December31, 2011 (as amended by Amendment
No.1 to the Supplemental Pension Plan, a copy of which is filed
as Exhibit10.1 to the Companys Quarterly Report on Form10-Q for
the quarter ended March31, 2014). A copy of the form of
executive severance agreement is filed as Exhibit10.2 to this
Current Report on Form8-K.

There are no arrangements or understandings between Mr.Roche
and any other person to which he was selected as Vice President
and Chief Financial Officer, nor are there any transactions
involving the Company and Mr.Roche that the Company would be
required to report to Item 404(a)of Regulation S-K.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.