exv10w28






Exhibit 10.28




LIFE OF THE SOUTH CORPORATION

2005 EQUITY INCENTIVE PLAN








 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 — GENERAL PROVISIONS 
	 	 	1	 
	1.1 Establishment and Purposes of Plan 
	 	 	1	 
	1.2 Types of Awards
	 	 	1	 
	1.3 Effective Date 
	 	 	1	 
	ARTICLE 2 — DEFINITIONS 
	 	 	1	 
	ARTICLE 3 — ADMINISTRATION 
	 	 	5	 
	3.1 General 
	 	 	5	 
	3.2 Authority of the Committee 
	 	 	5	 
	3.3 Delegation of Authority 
	 	 	6	 
	3.4 Award Agreements 
	 	 	6	 
	3.5 Indemnification 
	 	 	6	 
	ARTICLE 4 — SHARES SUBJECT TO THE PLAN 
	 	 	6	 
	4.1 Number of Shares 
	 	 	6	 
	4.2 Adjustment of Shares 
	 	 	7	 
	ARTICLE 5 — STOCK OPTIONS 
	 	 	8	 
	5.1 Grant of Options 
	 	 	8	 
	5.2 Agreement 
	 	 	8	 
	5.3 Option Price 
	 	 	8	 
	5.4 Duration of Options 
	 	 	8	 
	5.5 Exercise of Options 
	 	 	8	 
	5.6 Payment 
	 	 	9	 
	5.7 Nontransferability of Options 
	 	 	9	 
	5.8 Purchased Options 
	 	 	9	 
	5.9 Special Rules for ISOs 
	 	 	9	 
	ARTICLE 6 — STOCK APPRECIATION RIGHTS 
	 	 	10	 
	6.1 Grant of SARs 
	 	 	10	 
	6.2 Tandem SARs 
	 	 	10	 
	6.3 Payment
	 	 	10	 
	ARTICLE 7 — RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	 	 	10	 
	7.1 Grant of Restricted Stock
	 	 	10	 
	7.2 Restricted Stock Agreement
	 	 	11	 
	7.3 Nontransferability 
	 	 	11	 
	7.4 Certificates 
	 	 	11	 
	7.5 Dividends and Other Distributions 
	 	 	11	 
	7.6 Restricted Stock Units (or RSUs)
	 	 	12	 








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Table of Contents
(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 8 — BENEFICIARY DESIGNATION 
	 	 	12	 
	ARTICLE 9 — DEFERRALS 
	 	 	13	 
	ARTICLE 10 — WITHHOLDING 
	 	 	13	 
	10.1 Tax Withholding 
	 	 	13	 
	10.2 Share Withholding 
	 	 	13	 
	ARTICLE 11 — AMENDMENT AND TERMINATION 
	 	 	13	 
	11.1 Amendment of Plan 
	 	 	13	 
	11.2 Amendment of Award Agreement 
	 	 	13	 
	11.3 Termination of Plan 
	 	 	13	 
	ARTICLE 12 — MISCELLANEOUS PROVISIONS 
	 	 	14	 
	12.1 Restrictions on Shares 
	 	 	14	 
	12.2 No Implied Rights 
	 	 	14	 
	12.3 Successors 
	 	 	14	 
	12.4 Tax Elections 
	 	 	14	 
	12.5 Legal Construction 
	 	 	14	 








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LIFE OF THE SOUTH CORPORATION

2005 EQUITY INCENTIVE PLAN




ARTICLE 1 — GENERAL PROVISIONS




     1.1 Establishment and Purposes of Plan. Life of the South Corporation, a Georgia
corporation (the “Company”), hereby establishes an equity incentive plan to be known as the
“Life of the South Corporation 2005 Equity Incentive Plan” (the “Plan”), as set forth in this
document. The objectives of the Plan are (i) to provide incentives to those individuals who
contribute significantly to the long-term performance and growth of the Company and its
affiliates; and (ii) to attract, motivate and retain employees, directors, consultants and other
persons who perform services for the Company by providing compensation opportunities that are
competitive with other companies; and (iii) to align the long-term financial interests of
employees’ and other Eligible Participants with those of the Company’s shareholders.



     1.2 Types of Awards. Awards under the Plan may be made to Eligible Participants
who are Employees in the form of (i) Incentive Stock Options, (ii) Nonqualified Stock Options,
(iii) Stock Appreciation Rights, (iv) Restricted Stock, and (v) Restricted Stock Units. Awards
under the Plan may be made to Eligible Participants who are not employees in the form of (i)
Nonqualified Stock Options, (ii) Stock Appreciation Rights; (iii) Restricted Stock; and (iv)
Restricted Stock Units.



     1.3 Effective Date. The Plan shall be effective upon approval by the Board of
Directors of the Company (the “Effective Date”).



ARTICLE 2 — DEFINITIONS




     Except where the context otherwise indicates, the following definitions apply:



     2.1 “Agreement” means the written agreement evidencing an Award granted to the
Participant under the Plan.



     2.2 “Award” means an award granted to a Participant under the Plan that is an
Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or combination of
these.



     2.3 “Board” means the Board of Directors of the Company.



     2.4 “Cause” means, unless provided otherwise in the Agreement, (i) Participant’s
fraud, malfeasance, gross negligence, or willful misconduct with respect to the business
affairs of
the Company, (ii) Participant’s refusal or repeated failure to follow the established
reasonable
and lawful policies of the Company, or (iii) Participant’s conviction of a felony or
crime
involving moral turpitude. A termination of Participant for Cause based on clause (ii) of the
preceding sentence shall take effect 30 days after the Participant receives from the Company
written notice of the intent to terminate Executive and the Company’s description of the
alleged
cause, unless Participant shall, during such 30-day period, remedy the events or circumstances
constituting Cause. “Cause” shall be determined by the Committee. Notwithstanding the



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foregoing, if the Participant has entered into an employment agreement with the Employer that is
binding as of the date of employment termination, and if such employment agreement defines “Cause,”
then the definition of “Cause” in such agreement, in lieu of the definition provided above, shall
apply to the Participant for purposes of the Plan.




     2.5 “Change in Control” means any of the following events:




     (a) the Company consolidates or merges with or into another corporation, or
is otherwise reorganized, if the Company is not the surviving corporation in such
transaction or if after such transaction any other corporation, association or other
person,
entity or Group or the shareholders thereof own, directly and/or indirectly, more than
50% of the then outstanding shares of Common Stock or more than 50% of the assets of
the Company; or




     (b) more than 25% of the then outstanding shares of Common Stock of the
Company are, in a single transaction or in a series of related transactions, sold or
otherwise transferred to or are acquired by (except as collateral security for a loan)
any
other corporation, association or other person, entity or Group, whether or not any
such
shareholder or any shareholders included in such Group were shareholders of the
Company prior to the Change in Control (excluding any shareholder who on the Effective
Date owns 25% or more of the outstanding shares of Common Stock of the Company; or




     (c) all or substantially all of the assets of the Company are sold or otherwise
transferred to or otherwise acquired by any other corporation, association or other
person,
entity or Group; or




     (d) N.G. Houston, III no longer controls the voting (whether by direct
ownership or otherwise) of 50% or more of the outstanding shares of Common Stock of
the Company; or




     (e) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, cease for any reason to constitute at
least a
majority thereof, unless the election of each new director was approved in advance by a
vote of at least a majority of the directors then still in office who were directors at
the
beginning of the period.



     2.6 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended. All citations to sections of the Code are to such sections as they may from time to
time be amended or renumbered.



     2.7 “Committee” means the Compensation Committee of the Board or such other
committee consisting of two or more members of the Board as may be appointed by the Board to
administer this Plan pursuant to Article 3 of the Plan.



     2.8 “Company” means Life of the South Corporation, a Georgia corporation, and its
successors and assigns.



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     2.9 “Director” means any individual who is a member of the Board of Directors of the
Company; provided, however, that any Director who is employed by the Company or any
Employer shall not be considered a Director, but instead shall be considered an employee for
purposes of the Plan.



     2.10 “Disability” means, (i) with respect to a Participant who is eligible to participate
in the Employer’s program of long-term disability insurance, if any, a condition with respect
to
which the Participant is entitled to commence benefits under such program, and (ii) with
respect
to any Participant (including a Participant who is eligible to participate in the Employer’s
program of long-term disability insurance, if any), the inability of the Participant to engage
in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of six (6) months or
more.
For a Director, Disability shall mean the inability of the Director to perform his or her
usual
duties as a Board member by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of six (6) months or
more.
The determination of Disability shall be made by the Committee.



     2.11 “Effective Date” shall have the meaning ascribed to such term in Section 1.3
hereof.



     2.12 “Eligible Participant” means an employee of the Employer (including an officer)
as well as any other person, including a Director and a consultant or other person who provides
bona fide services to the Employer, as shall be determined by the Committee.



     2.13 “Employer” means the Company and any entity during any period that it is a
“parent corporation” or a “subsidiary corporation” with respect to the Company within the
meaning of Code Sections 424(e) and 424(f). With respect to all purposes of the Plan,
including
but not limited to, the establishment, amendment, termination, operation and administration of
the Plan, the Company shall be authorized to act on behalf of all other entities included
within
the definition of “Employer.”



     2.14 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or
as hereafter amended. All citations to sections of the Exchange Act or rules thereunder are to
such sections or rules as they may from time to time be amended or renumbered.



     2.15 “Fair Market Value” means the fair market value of a Share, as determined in
good faith by the Committee as follows:




     (a) if the Shares are admitted to trading on a national securities exchange, Fair
Market Value on any date shall be the last sale price reported for the Shares on such
exchange on such date or, if no sale was reported on such date, on the last date
preceding
such date on which a sale was reported;




     (b) if the Shares are admitted to quotation on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”) or other comparable
quotation system and have been designated as a National Market System (“NMS”)
security, Fair Market Value on any date shall be the last sale price reported for the
Shares








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     on such system on such date or on the Last day preceding such date on which a sale was
reported;




     (c) If the Shares are admitted to Quotation on the NASDAQ and have not
been designated a NMS Security, Fair Market Value on any date shall be the average of
the highest bid and lowest asked prices of the Shares on such system on such date; or




     (d) if (a), (b) and (c) do not apply, on the basis of the good faith determination
of the Committee.


For purposes of subsection (a) above, if Shares are traded on more than one securities exchange
then the following exchange shall be referenced to determine Fair Market Value: (i) the New York
Stock Exchange (“NYSE”), or (ii) if shares are not traded on the NYSE, the NASDAQ, or (iii) if
shares are not traded on the NYSE or NASDAQ, the largest regional exchange on which Shares are
traded.




     2.16 “Incentive Stock Option” or “ISO” means an Option granted to an Eligible
Participant under Article 5 of the Plan which is intended to meet the requirements of Section
422
of the Code.



     2.17 “Nonqualified Stock Option” or “NQSO” means an Option granted to an Eligible
Participant under Article 5 of the Plan which is not intended to meet the requirements of
Section
422 of the Code.



     2.18 “Option” means an Incentive Stock Option or a Nonqualified Stock Option. An
Option shall be designated as either an Incentive Stock Option or a Nonqualified Stock Option,
and in the absence of such designation, shall be treated as a Nonqualified Stock Option.



     2.19 “Option Price” means the price at which a Share may be purchased by a
Participant pursuant to an Option.



     2.20 “Participant” means an Eligible Participant to whom an Award has been granted.



     2.21 “Permitted Transferee” means any members of the immediate family of the
Participant (i.e., spouse, children, and grandchildren), any trusts for the benefit of such
family
members or any partnerships whose only partners are such family members. Appropriate
evidence of any transfer to the Permitted Transferees shall be delivered to the Company at its
principal executive office. If all or part of an Option is transferred to a Permitted
Transferee, the
Permitted Transferee’s rights thereunder shall be subject to the same restrictions and
limitations
with respect to the Option as the Participant.



     2.22 “Plan” means the Life of the South Corporation 2005 Equity Incentive Plan, as set
forth herein and as it may be amended from time to time.



     2.23 “Restricted Stock” means an Award of Shares under Article 7 of the Plan, which
Shares are issued with such restrictions and conditions, including performance conditions, as
the
Committee, in its sole discretion, may impose, including without limitation, any restriction
on
the right to retain such Shares, to sell, transfer, pledge or assign such Shares, to vote such
Shares,




4









 







and/or to receive any dividends or distributions with respect to such Shares, which restrictions
may lapse separately or in combination at such time or times, in installments or otherwise, as the
Committee may deem appropriate.




     2.24 “Restricted Stock Units” or “RSUs” means a right granted under Section 7 of the
Plan, subject to such restrictions and conditions as determined by the Committee, to receive a
number of Shares or a cash payment for each such Share equal to the Fair Market Value of a
Share on a specified date.



     2.25 “Restriction Period” means the period commencing on the date an Award of
Restricted Stock or Restricted Stock Units is granted and ending on such date as the Committee
shall determine.



     2.26 “Retirement” means termination of employment other than for Cause after a
Participant has (i) attained age 65; or (ii) reached the age of 55 years and has completed at
least
10 years of service.



     2.27 “Share” means one share of common stock, par value $0.01 per share, of the
Company, and as such Share may be adjusted pursuant to the provisions of Section 4.3 of the
Plan.



     2.28 “Stock Appreciation Right” or “SAR” means an Award granted under Article 6 of
the Plan which provides for an amount payable in Shares and/or cash, as determined by the
Committee, equal to the excess of the Fair Market Value of a Share on the day the Stock
Appreciation Right is exercised over the specified purchase price.



ARTICLE
3 — ADMINISTRATION




     3.1 General. This Plan shall be administered by the Committee. The Committee, in
its discretion, may delegate to one or more of its members, or to officers of the Company,
such
of its powers as it deems appropriate.



     3.2 Authority of the Committee.




     (a) The Committee shall have the exclusive right to interpret, construe and
administer the Plan, to select the Eligible Participants who are eligible to receive an
Award, and to act in all matters pertaining to the granting of an Award and the
contents
of the Agreement evidencing the Award, including, without limitation, the determination
of the number of Options, Stock Appreciation Rights, Restricted Stock, or Restricted
Stock Units, subject to an Award and the form, terms, conditions and duration of each
Award, and any amendment thereof consistent with the provisions of the Plan. The
Committee may adopt such rules, regulations and procedures of general application for
the administration of this Plan, as it deems appropriate.




     (b) The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Agreement in the manner and to the extent it shall
deem desirable to carry it into effect.








5









 












     (c)
In the event the Company shall assume outstanding employee benefit
awards or the right or obligation to make future such awards in connection with the
acquisition of another corporation or business entity, the Committee may, in its
discretion, make such adjustments in the terms of Awards under the Plan as it shall
deem
appropriate.




     (d) All acts, determinations and decisions of the Committee made or taken
pursuant to grants of authority under the Plan or with respect to any questions arising
in
connection with the administration and interpretation of the Plan, including the
severability of any and all of the provisions thereof, shall be conclusive, final and
binding upon all parties, including the Company, its shareholders, Participants,
Eligible
Participants and their estates, beneficiaries and successors.



     3.3 Delegation of Authority. The Committee may, at any time and from time to time,
delegate to one or more persons any or all of its authority under Section 3.2, to the full extent
permitted by law.



     3.4 Award Agreements. Each Award granted under the Plan shall be evidenced by a
written Agreement. Each Agreement shall be subject to and incorporate, by reference or otherwise,
the applicable terms and conditions of the Plan, and any other terms and conditions, not
inconsistent with the Plan, as may be imposed by the Committee, including without limitation,
provisions related to the consequences of termination of employment. A copy of such document shall
be provided to the Participant, and the Committee may, but need not, require that the Participant
sign a copy of the Agreement.



     3.5 Indemnification. In addition to such other rights of indemnification as they
may have as directors, officers or as members of the Committee, directors and officers of the
Company and the members of the Committee shall be ,indemnified by the Company against reasonable
expenses, including attorney’s fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal therein, to which they
or any of them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Award granted thereunder, and against all amounts paid by them in
settlement thereof, provided such settlement is approved by independent legal counsel selected by
the Company, or paid by them in satisfaction of a judgment or settlement in any such action, suit
or proceeding, except as to matters as to which the director, officer or Committee member has been
grossly negligent or engaged in willful misconduct in the performance of his duties; provided,
that within 60 days after institution of any such action, suit or proceeding, a director, officer
or Committee member shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.



ARTICLE
4 — SHARES SUBJECT TO THE PLAN




     4.1 Number of Shares. (a) Subject to adjustment as provided in (b) below and
in Section 4.2, the aggregate number of Shares which are available for issuance pursuant to Awards
under the Plan is 250,000, plus the number of Shares subject to outstanding grants on the
Effective Date under the Company’s Key Employee Stock Option Plan (1995) which are forfeited or
expire on or after the Effective Date hi accordance with the terms of such grants.








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The number of Incentive Stock Options that may be issued under the Plan is 250,000, which is
included within the 250,000 total shares. Such Shares shall be made available from Shares currently
authorized but unissued or Shares currently held (or subsequently acquired) by the Company as
treasury shares, including Shares purchased in the open market or in private transactions.




     (b) The following rules shall apply for purposes of the determination of the number of Shares
available for grant under the Plan:




     (i) If, for any reason, any Shares awarded or subject to purchase under the Plan
are not delivered or purchased, or are reacquired by the Company, for reasons, including,
but not limited to, a forfeiture of Restricted Stock or termination, expiration or
cancellation of an Option, Stock Appreciation Right, Restricted Stock Units, (“Returned
Shares”), shall not be charged against the aggregate number of Shares available for issuance
pursuant to Awards under the Plan and shall again be available for issuance pursuant to an
Award under the Plan. If the exercise price and/or withholding obligation under an Award is
satisfied by tendering Shares to the Company (either by actual delivery or attestation),
only the number of Shares issued net of the Shares so tendered shall be deemed delivered for
purposes of determining the maximum number of Shares available for issuance under the Plan.




     (ii) Each Stock Appreciation Right or Restricted Stock Unit that may be settled in
Shares shall be counted as one Share subject to an award. Stock Appreciation Rights or
Restricted Stock Units that may not be settled in Shares (or that may be settled in Shares
but are not) shall not result in a charge against the aggregate number of Shares available
for issuance pursuant to Awards under this Plan. In addition, if a Stock Appreciation Right
is granted in connection with an Option and the exercise of the Stock Appreciation Right
results in the loss of the Option right, the Shares that otherwise would have been issued
upon the exercise of such related Option shall not result in a charge against the aggregate
number of Shares available for issuance pursuant to Awards under this Plan.



     4.2 Adjustment of Shares. If any change in corporate capitalization, such as a
stock split, reverse stock split, stock dividend, or any corporate transaction such as a
reorganization, reclassification, merger or consolidation or separation, including a spin-off, of
the Company or sale or other disposition by the Company of all or a portion of its assets, any
other change in the Company’s corporate structure, or any distribution to shareholders (other than
a cash dividend) results in the outstanding Shares, or any securities exchanged therefore or
received in their place, being exchanged for a different number or class of shares or other
securities of the Company, or for shares of stock or other securities of any other entity; or new,
different or additional shares or other securities of the Company or of any other entity being
received by the holders of outstanding Shares; then equitable adjustments shall be made by the
Committee in:




     (a) the limitations on the aggregate number of Shares that may be awarded as
set forth in Section 4.1, including, without limitation, with respect to Incentive Stock
Options;








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     (b) the number and class of Shares that may be subject to an Award, and
which have not been issued or transferred under an outstanding Award;




     (c) the Option Price under outstanding Options and the number of Shares to
be transferred in settlement of outstanding Stock Appreciation Rights; and




     (d) the terms, conditions or restrictions of any Award and Agreement,
including the price payable for the acquisition of Shares; provided, however, that all
such
adjustments made in respect of each ISO shall be accomplished so that such Option shall
continue to be an incentive stock option within the meaning of Code Section 422.



ARTICLE 5 — STOCK OPTIONS




     5.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may
be granted to Eligible Participants at any time and from time to time as shall be determined
by
the Committee. The Committee shall have sole discretion in determining the number of Shares
subject to Options granted to each Participant. The Committee may grant a Participant ISOs,
NQSOs or a combination thereof, and may vary such Awards among Participants; provided that
only an Employee may be granted ISOs.



     5.2 Agreement. Each Option grant shall be evidenced by an Agreement that shall
specify the Option Price, the duration of the Option, the number of Shares to which the Option
pertains and such other provisions as the Committee shall determine. The Option Agreement
shall further specify whether the Award is intended to be an ISO or an NQSO. Any portion of an
Option that is not designated as an ISO or otherwise fails or is not qualified as an ISO (even
if
designated as an ISO) shall be an NQSO.



     5.3 Option Price. The Option Price for each grant of an ISO shall not be less
than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is
granted. A NQSO may, in the discretion of the Committee, be granted at a price less than the Fair
Market Value of a Share on the date the Option is granted.



     5.4 Duration of Options. Each Option shall expire at such time as the Committee
shall determine at the time of grant; provided, however, that no Option shall be exercisable
later
than the tenth (10th) anniversary of its grant date.



     5.5 Exercise of Options. Options granted under the Plan shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall in each
instance
approve, including conditions related to the employment of or provision of services by the
Participant with the Company or any Employer, which need not be the same for each grant or for
each Participant. The Committee may provide in the Agreement for automatic accelerated
vesting and other rights upon the occurrence of a Change in Control of the Company or upon the
occurrence of other events as specified in the Agreement. In addition, the Committee may
provide in the Agreement for the right of a Participant to defer option gains related to an
exercise.



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     5.6 Payment. Options shall be exercised by the delivery of a “written notice of
exercise to the Company, setting forth the number of Shares with respect to which the Option
is
to be exercised, accompanied by full payment for the Shares. The Option Price upon exercise of
any Option shall be payable to the Company in full, either: (a) in cash, (b) cash equivalent
approved by the Committee, (c) if approved by the Committee, by tendering previously acquired
Shares (or delivering a certification or attestation of ownership of such Shares) having an
aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided
that
the tendered Shares must have been held by the Participant for any period required by the
Committee), or (d) by a combination of (a), (b) and (c). The Committee also may allow cashless
exercises as permitted under Federal Reserve Board’s Regulation T, subject to applicable
securities law restrictions, or by any other means which the Committee determines to be
consistent with the Plan’s purpose and applicable law.



     5.7
Nontransferability of Options.




     (a) Incentive Stock Options. No ISO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by
will
or by the laws of descent and distribution. Further, all ISOs granted to a Participant
under the Plan shall be exercisable during his or her lifetime only by such
Participant.




     (b) Nonqualified Stock Options. Except as otherwise provided in a
Participant’s Award Agreement with respect to transfers to Permitted Transferees (any
such transfers being subject to applicable laws, rules and regulations), no NQSO
granted
under this Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. Further,
except as otherwise provided in a Participant’s Award Agreement, all NQSOs granted to
a Participant under this Article 5 shall be exercisable during his or her lifetime only
by
such Participant.



     5.8 Purchased Options. The Committee shall also have the authority to grant Options
to Participants in exchange for a stated purchase price for such Option (which may be payable
by
the Participant directly or, at the election of the Participant, may be offset from bonus or
other
amounts owed to the Participant by the Company).



     5.9 Special Rules for ISOs. In no event shall any Participant who owns (within the
meaning of Section 424(d) of the Code) stock of the Company possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company be eligible to
receive an ISO at an Option Price less than one hundred ten percent (110%) of the Fair Market
Value of a share on the date the ISO is granted or be eligible to receive an ISO that is
exercisable
later than the fifth (5th) anniversary date of its grant. No Participant may be granted ISOs
(under
the Plan and all other incentive stock option plans of the Employer) which are first
exercisable in
any calendar year for Shares having an aggregate Fair Market Value (determined as of the date
an Option is granted) that exceeds One Hundred Thousand Dollars ($100,000).




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ARTICLE 6 — STOCK APPRECIATION RIGHTS




     6.1 Grant of SARs. A Stock Appreciation Right may be granted to an Eligible
Participant in connection with an Option granted under Article 5 of this Plan or may be
granted
independently of any Option. A Stock Appreciation Right shall entitle the holder, within the
specified period (which may not exceed 10 years), to exercise the SAR and receive in exchange
therefor a payment having an aggregate value equal to the amount by which the Fair Market
Value of a Share exceeds the exercise price, times the number of Shares with respect to which
the SAR is exercised. The Committee may provide in the Agreement for automatic accelerated
vesting and other rights upon the occurrence of a Change in Control or upon the occurrence of
other events specified in the Agreement. A SAR granted in connection with an Option (a
“Tandem SAR”) shall entitle the holder of the related Option, within the period specified for
the
exercise of the Option, to surrender the unexercised Option, or a portion thereof, and to
receive
in exchange therefore a payment having an aggregate value equal to the amount by which the
Fair Market Value of a Share exceeds the Option price per Share, times the number of Shares
under the Option, or portion thereof, which is surrendered. SARs shall be subject to the same
transferability restrictions as Nonqualified Stock Options.



     6.2 Tandem SARs. Each Tandem SAR shall be subject to the same terms and
conditions as the related Option, including limitations on transferability, and shall be
exercisable
only to the extent such Option is exercisable and shall terminate or lapse and cease to be
exercisable when the related Option terminates or lapses. The grant of Stock Appreciation
Rights related to ISOs must be concurrent with the grant of the ISOs. With respect to NQSOs,
the grant either may be concurrent with the grant of the NQSOs, or in connection with NQSOs
previously granted under Article 5, which are unexercised and have not terminated or lapsed.
Upon exercise of a Tandem SAR, the number of Shares subject to exercise under any related
Option shall automatically be reduced by the number of Shares represented by the Option or
portion thereof which is surrendered.



     6.3 Payment. The Committee shall have sole discretion to determine in each
Agreement whether the payment with respect to the exercise of an SAR will be in the form of
all
cash, all Shares, or any combination thereof. If payment is to be made in Shares, the number
of
Shares shall be determined based on the Fair Market Value of a Share on the date of exercise.
If
the Committee elects to make full payment in Shares, no fractional Shares shall be issued and
cash payments shall be made in lieu of fractional shares. The Committee shall have sole
discretion as to the timing of any payment made in cash or Shares, or a combination thereof,
upon exercise of SARs. Payment may be made in a lump sum, in annual installments or may be
otherwise deferred (at the election of the Participant); and the Committee shall have sole
discretion to determine whether any deferred payments may bear amounts equivalent to interest
or cash dividends.



ARTICLE 7 — RESTRICTED STOCK AND RESTRICTED STOCK UNITS




     7.1 Grant of Restricted Stock. Restricted Stock Awards may be made to Eligible
Participants as a reward for past service or as an incentive for the performance of future services
that will contribute materially to the successful operation of the Employer. Awards of Restricted








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Stock may be made either alone or in addition to or in tandem with other Awards granted under the
Plan and may be current grants of Restricted Stock or deferred grants of Restricted Stock.




     7.2 Restricted Stock Agreement. The Restricted Stock Agreement shall set forth the
terms of the Award, as determined by the Committee, including, without limitation, the
purchase
price, if any, to be paid for such Restricted Stock, which may be more than, equal to, or less
than
Fair Market Value and may be zero, subject to such minimum consideration as may be required
by applicable law; any restrictions applicable to the Restricted Stock such as continued
service or
achievement of Performance Measures, the length of the Restriction Period and whether any
circumstances, such as death, Disability, or a Change in Control, will shorten or terminate
the
Restriction Period; and rights of the Participant to vote or receive dividends or
distributions with
respect to the Shares during the Restriction Period.



     Notwithstanding Section 3.4 of the Plan, a Restricted Stock Award must be accepted within a
period of sixty (60) days, or such other period as the Committee may specify, by executing a
Restricted Stock Agreement and paying whatever price, if any, is required. The prospective
recipient of a Restricted Stock Award shall not have any rights with respect to such Award, unless
and until such recipient has executed a Restricted Stock Agreement and has delivered a fully
executed copy thereof to the Committee, and has otherwise complied with the applicable terms and
conditions of such Award.



     7.3 Nontransferability. Except as otherwise provided in this Article 7, no shares of
Restricted Stock nor any Restricted Stock Units received by a Participant shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction
Period.



     7.4 Certificates. Upon an Award of Restricted Stock to a Participant, Shares of
Restricted Stock shall be registered in the Participant’s name (or an appropriate book entry
shall
be made). Certificates, if issued, may either be held in custody by the Company until the
Restriction Period expires or until restrictions thereon otherwise lapse and/or be issued to
the
Participant and registered in the name of the Participant, bearing an appropriate restrictive
legend
and remaining subject to appropriate stop-transfer orders. If required by the Committee, the
Participant shall deliver to the Company one or more stock powers endorsed in blank relating
to
the Restricted Stock. If and when the Restriction Period expires without a prior forfeiture of
the
Restricted Stock subject to such Restriction Period, unrestricted certificates for such shares
shall
be delivered to the Participant; provided, however, that the Committee may cause such legend
or
legends to be placed on any such certificates as it may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission and any
applicable federal or state law.



     7.5 Dividends and Other Distributions. Except as provided in this Article 7 or in the
Award Agreement, a Participant receiving a Restricted Stock Award shall have, with respect to
such Restricted Stock Award, all of the rights of a shareholder of the Company, including the
right to vote the Shares to the extent, if any, such Shares possess voting rights and the
right to
receive any dividends and distributions; provided, however, the Committee may require that any
dividends on such Shares of Restricted Stock shall be automatically deferred and reinvested in
additional Restricted Stock subject to the same restrictions as the underlying Award, or may






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require that dividends and other distributions on Restricted Stock shall be paid to the Company for
the account of the Participant. The Committee shall determine whether interest shall be paid on
such amounts, the rate of any such interest, and the other terms applicable to such amounts. In
addition, with respect to Named Executive Officers, the Committee may, to the extent applicable,
apply any restrictions it deems appropriate to the payment of dividends declared with respect to
Restricted Stock such that the dividends and/or Restricted Stock maintain eligibility for the
performance-based compensation exception under Code Section 162(m).




     7.6 Restricted Stock Units (or RSUs). Awards of Restricted Stock Units may
be made to Eligible Participants in accordance with the following terms and conditions:




     (a) The Committee, in its discretion, shall determine the number of RSUs to
grant to a Participant, the Restriction Period and other terms and conditions of the
Award,
including whether the Award will be paid in cash, Shares or a combination of the two
and
the time when the Award will be payable (i.e., at vesting, termination of employment
or
another date).




     (b) Unless the Agreement provides otherwise, RSUs shall not be sold,
transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated.




     (c) Awards of RSUs shall be subject to the same terms as applicable to
Awards of Restricted Stock under Section 7.2 of the Plan; provided, however, a
Participant to whom RSUs are awarded has no rights as a shareholder with respect to the
Shares represented by the RSUs unless and until the Shares are actually delivered to
the
Participant; provided further, however, RSUs may have dividend equivalent rights if
provided for by the Committee which may be subject to the same terms and conditions
governing dividends and distributions applicable to Restricted Stock Awards under
Section 7.5 of this Plan with the exception that in no event shall RSUs possess voting
rights.




     (d) The Agreement shall set forth the terms and conditions that shall apply
upon the termination of the Participant’s employment with the Employer (including a
forfeiture of RSUs for which the restrictions have not lapsed upon Participant’s
ceasing
to be employed) as the Committee may, in its discretion, determine at the time the
Award
is granted.



ARTICLE 8 — BENEFICIARY DESIGNATION




     Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under the Plan is to be paid in
case of his or her death before he or she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the Participant in writing
with the Committee during the Participant’s lifetime. In the absence of any such designation,
benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.







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ARTICLE 9 — DEFERRALS




     The Committee may permit or require a Participant to defer under this Plan or to a separate
deferred compensation arrangement of the Company such Participant’s receipt of the payment of cash
or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise
of an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Stock or
Restricted Stock Units, or the satisfaction of any requirements or goals with respect to
Performance Shares. If any such deferral election is required or permitted, the Committee shall, in
its sole discretion, establish rules and procedures for such payment deferrals.



ARTICLE 10 — WITHHOLDING




     10.1 Tax Withholding. The Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
Federal, state, and local taxes, domestic or foreign, required by law or regulation to be
withheld
with respect to any taxable event arising as a result of this Plan.



     10.2 Share Withholding. With respect to withholding required upon the exercise of
Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable
event arising as a result of Awards granted hereunder, unless other arrangements are made with
the consent of the Committee, Participants shall satisfy the withholding requirement by having
the Company withhold Shares having a Fair Market Value on the date the tax is to he determined
equal to not more than the minimum amount of tax required to be withheld with respect to the
transaction. All such elections shall be subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.



ARTICLE 11 — AMENDMENT AND TERMINATION




     11.1 Amendment of Plan. The Committee may at any time terminate or from time to
time amend the Plan in its discretion in whole or in part, but no such action shall adversely
affect
any rights or obligations with respect to any Awards previously granted under the Plan, unless
the affected Participants consent in writing. To the extent required applicable law, rule or
regulation, no amendment shall be effective unless approved by the shareholders of the Company
at an annual or special meeting.



     11.2 Amendment of Award Agreement. The Committee may, at any time, in its
discretion amend outstanding Agreements in a manner not inconsistent with the terms of the
Plan; provided, however, if such amendment is adverse to the Participant, as determined by the
Committee, the amendment shall not be effective unless and until the Participant consents, in
writing, to such amendment. To the extent not inconsistent with the terms of the Plan, the
Committee may, at any time, in its discretion amend an outstanding Agreement in a manner that
is not unfavorable to the Participant without the consent of such Participant.



     11.3 Termination of Plan. No Awards shall be granted under the Plan after the tenth
(10th) anniversary of the date the Board adopts the Plan.





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ARTICLE 12 — MISCELLANEOUS PROVISIONS




     12.1 Restrictions on Shares. All certificates for Shares delivered under the Plan
shall
be subject to such stop-transfer orders and other restrictions as the Committee may deem
advisable under any applicable federal or state laws, and the Committee may cause a legend or
legends to be placed on any such certificates to make appropriate reference to such
restrictions.
In making such determination, the Committee may rely upon an opinion of counsel for the
Company or Committee.



     Notwithstanding any other provision of the Plan, the Company shall have no liability to
deliver any Shares under the Plan or make any other distribution of the benefits under the Plan
unless such delivery or distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any
securities exchange or similar entity.



     12.2 No Implied Rights. Nothing in the Plan or any Award granted under the Plan
shall confer upon any Participant any right to continue in the service of the Employer, or to
serve
as a Director thereof, or interfere in any way with the right of the Employer to terminate the
Participant’s employment or other service relationship for any reason at any time. Unless
agreed
by the Board, no Award granted under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan, severance program, or other
arrangement of the Employer for the benefit of its employees. No Participant shall have any
claim to an Award until it is actually granted under the Plan. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such right shall, except
as otherwise provided by the Committee, be no greater than the right of an unsecured general
creditor of the Company.



     12.3 Successors. The terms of the Plan shall be binding upon the Company, and its
successors and assigns (whether by purchase, merger, consolidation or otherwise).



     12.4 Tax Elections. Each Participant agrees to give the Committee prompt written
notice of any election made by such Participant under Code Section 83(b) or any similar
provision thereof.



     12.5 Legal Construction.




     (a)
Severability. If any provision of this Plan or an Agreement is or becomes
or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify
the
Plan or any Agreement under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws or if it
cannot be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Agreement, it shall be stricken and
the
remainder of the Plan or the Agreement shall remain in full force and effect,




     (b) Gender and Number. Where the context admits, words in any gender shall
include the other gender, words in the singular shall include the plural and words in
the
plural shall include the singular.








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     (c) Governing Law. To the extent not preempted by federal law, the Plan
and all Agreements hereunder, shall be construed in accordance with and governed by the laws
of the State of Georgia.



     IN WITNESS WHEREOF, this Plan is executed as of this the 18th day of October 2005.



	 	 	 	 	 
	 	

LIFE OF THE SOUTH CORPORATION

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




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