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•	Mr. Boyce's term of employment is extended from December 31, 2014 to December 31, 2015, subject to earlier termination as described in the Transition Agreement.

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Mr. Boyce will continue as Chairman and Chief Executive Officer of the Company through December 31, 2014 or such earlier date as his successor as Chief Executive Officer is appointed. If the new Chief Executive Officer is not also immediately appointed as Chairman of the Board, Mr. Boyce will then continue as a full-time employee of the Company in the position of Executive Chairman until the earlier of the appointment of his successor as Chairman of the Board (whether he or she be the new Chief Executive Officer or someone else) and December 31, 2015. Mr. Boyce's employment with the Company will cease, and the employment term will end, upon the appointment of his successor as Chairman of the Board (the “Separation Date”).

•	The Transition Agreement provides that termination of Mr. Boyce's service as a result of the appointment of his successor(s) as Chief Executive Officer and Chairman of the Board will be considered a termination of Mr. Boyce's employment without Cause (as defined in the Employment Agreement) for purposes of the Employment Agreement.

•	Mr. Boyce's compensation for 2014 will continue to be determined as provided in the Employment Agreement, regardless of whether his successor as Chief Executive Officer is appointed prior to December 31, 2014.

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For 2015, Mr. Boyce's base salary will be reduced from the current rate of $1,225,660 per annum to $900,000 per annum. His target bonus opportunity for 2015 will be 100% of his base salary (reduced from his current target bonus opportunity of 120% of base salary), and his maximum bonus opportunity will be 200% of his base salary (reduced from his current maximum bonus opportunity of 240% of base salary). The grant date value for Mr. Boyce's long-term incentive awards (stock options and performance units) for 2015 will be 300% of his 2015 base salary (reduced from the grant date value of 500% of base salary currently used for his long-term incentive awards).

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Mr. Boyce will be eligible to receive three grants of restricted stock units, each valued at $1,000,000 as of the close of business on the applicable date of grant, as follows: (i) the first grant will be made within 30 days of the date of the Transition Agreement (the “2013 RSU Award”); and (ii) the second and third grants will be made on the dates in 2014 and 2015 when the Company makes long-term incentive awards generally to senior executives (the “2014 RSU Award” and “2015 RSU Award”, respectively, and collectively with the 2013 RSU Award, the “Special RSU Awards”). The 2013 RSU Award was made to Mr. Boyce on April 30, 2013. If the Company has terminated Mr. Boyce's employment without Cause (including as described above), or if his employment has terminated due to death or disability, before any of the specified award dates for Special RSU Awards, a substitute cash payment of $1,000,000 will be made instead on the applicable award date.

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The 2013 RSU Award and 2014 RSU Award will vest as to 50% of the RSUs included in each such Special RSU Award on the date of the appointment of Mr. Boyce's successor as Chief Executive Officer, and as to the remaining 50% of the RSUs included in each such Special RSU Award on the date of the appointment of Mr. Boyce's successor as Chairman of the Board. Mr. Boyce's 2015 RSU Award will vest as to 100% of the RSUs included in such Special RSU Award on the date that his successor as Chairman of the Board is appointed. Special RSU Awards will vest immediately if Mr. Boyce's employment with the Company is terminated by the Company without Cause (including as described above), if his employment with the Company terminates by reason of death or disability, or if he continues employment with the Company until December 31, 2015.

•	Special RSU Awards, to the extent vested, will be settled by delivery of the corresponding shares of the Company's common stock on the first day of the seventh month following the Separation Date. Settlement will be made only if Mr. Boyce has executed a general release in favor of the Company and related parties, and the release has become irrevocable.

•	The Transition Agreement does not alter Mr. Boyce's rights if his employment terminates on or before December 31, 2014. Beginning January 1, 2015, Mr. Boyce will no longer have a right to resign for Good Reason (as defined in the Employment Agreement) and receive severance.

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If the Company terminates Mr. Boyce's employment without Cause during 2015 (including as a result of the appointment of his successors as Chief Executive Officer and Chairman of the Board), he will be entitled to a prorated bonus for 2015 based on actual performance results, his long-term incentive awards will continue to vest as though his employment had not terminated, his Special RSU Awards will vest, and, if the date of such termination occurs prior to the date that his bonus for 2014 is paid, he will receive the bonus he earned for 2014 at the time when annual bonuses are otherwise paid to Company employees. For purposes of the Transition Agreement, Mr. Boyce will be treated as if he were terminated without Cause if his principal place of business is relocated without his consent more than 50 miles from the Company's offices in St. Louis, Missouri or Phoenix, Arizona, or if the Company fails to provide Mr. Boyce with payments or benefits owed to him, or fails to obtain a written assumption of the Transition Agreement by a successor owner to substantially all of the Company's assets, and the failure is not corrected within 30 days of the Company's receipt of notice from Mr. Boyce. If Mr. Boyce retires or otherwise resigns from employment (for reasons other than his death or disability) during 2015, he will also be entitled to continued vesting of long-term equity awards made to him before 2015 (but not to continued vesting of his 2015 long-term equity awards or the Special RSU Awards), and, if the date of such retirement or resignation occurs prior to the date that his bonus for 2014 is paid, he will receive the bonus he earned for 2014 at the time when annual bonuses are otherwise paid to Company employees.

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•	If Mr. Boyce's employment with the Company continues through December 31, 2015, his long-term equity awards will continue to vest and the Special RSU Awards will vest in full. In addition, Mr. Boyce will receive the bonus he earned for 2015 at the time when annual bonuses are otherwise paid to Company employees.

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Continued vesting of Mr. Boyce's long-term incentive awards, settlement of the Special RSU Awards, and retention of the shares of Company common stock issued pursuant to the Special RSU Awards are each subject to his continued compliance with the covenants set forth in the Employment Agreement relating to non-competition, non-solicitation of employees of the Company or its subsidiaries and nondisclosure of confidential information.

•	Mr. Boyce will cease to be eligible to use Company aircraft and for continued security arrangements after the Separation Date. Mr. Boyce will reimburse the Company to the extent the “incremental cost” (as computed in accordance with SEC regulations) of his non-business use of Company or chartered aircraft during 2015 exceeds $120,000 on an annualized basis.

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