(j) “*Subsidiary*” has the same meaning given to such term in Section 2.27 of the Plan.     (k) *“Targeted EBITDA”*shall mean the Company’s targeted EBITDA for the fiscal year inwhich the Effective Date occurs as established by the compensation committee of the Company,and as may be adjusted after the date hereof in the sole and absolute discretion of thecompensation committee of the Company from time to time.Except where the context clearly implies or indicates the contrary, any term not otherwise definedherein shall have the meaning given to such term in the Plan.     2. Restricted Stock Award. On the Effective Date, the Company shall issue toParticipant ___(___) shares of Restricted Stock, which shall be subject to theterms of this Agreement and, as applicable, the Plan.     3. Transfer and Forfeiture of Restricted Stock. Shares of Restricted Stock shall besubject to the following restrictions until they vest pursuant to the terms of the vesting scheduleset forth in Section 5 below:     (a) Shares of unvested Restricted Stock shall not be sold, transferred, pledged,assigned or otherwise alienated or hypothecated.     (b) Shares of unvested Restricted Stock shall be forfeited on the Participant’s Date ofTermination for no consideration, without any further action on the part of the Company orthe Participant, and as otherwise set forth in the Plan.     (c) Shares of unvested Restricted Stock shall be forfeited for no consideration,without any further action on the part of the Company or the Participant to the extent thatthe Company fails to achieve Targeted EBITDA, as set forth in the following schedule:       Company Achieves less than 95% of TargetedEBITDA  100% of Shares Forfeited  Company Achieves Between 95% and 97.4% ofTargeted EBITDA  90% of Shares Forfeited  Company Achieves Between 97.5% and 99.9% ofTargeted EBITDA  75% of Shares Forfeited  Company Achieves 100% of Targeted EBITDA  No Shares Forfeited       4. Dividends and Voting Rights. Participant will be entitled to receive any dividendspaid with respect to unvested (but not forfeited) Restricted Stock. The Participant will beentitled to vote the shares of unvested (but not forfeited) Restricted Stock granted under thisAgreement.     5. Vesting Schedule. Subject to the limitations of this Agreement, the transferrestrictions and the forfeiture provisions set forth in Section 3 shall lapse and shares ofRestricted Stock granted, and not previously forfeited, under this Agreement shall vest as follows:
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     (a) One third (1/3) of such shares shall vest on the first anniversary of the EffectiveDate, one third (1/3) of such shares shall vest on the second anniversary of the EffectiveDate, and one third (1/3) of such shares shall vest on the third anniversary of theEffective Date; and     (b) Notwithstanding the foregoing, all restrictions will immediately lapse upon aChange in Control.     6. Status of Stock. The Participant agrees that Stock issued under this Agreementwill not be sold or otherwise disposed of in any manner that would constitute a violation of anyapplicable federal or state securities laws. Participant also agrees: (i) that the certificate(s)representing the Stock issued hereunder may bear such legend or legends as the Company deemsappropriate in order to assure compliance with applicable securities laws; (ii) that the Companymay, in its discretion, retain possession of the certificate(s) representing the Stock issuedhereunder until the Stock vests as provided in Section 5; and (iii) that the Company may refuse toregister the transfer of the Stock issues hereunder on the stock transfer records of the Company ifthe proposed transfer would be, in the opinion of counsel satisfactory to the Company, a violationof any applicable securities law.     7. Certificates of Compliance and Rescission upon Detrimental Activity. The Companymay, in its discretion, cancel, rescind, suspend, withhold or otherwise limit or restrict anyunvested shares of Restricted Stock at any time if it is reasonably determined that the Participantis not in compliance with all applicable provisions of this Agreement and the Plan, or if theParticipant engages in Detrimental Activity while an Eligible Employee (in which case the Companymay also cancel, rescind, suspend, withhold or otherwise limit or restrict any vested portion ofthis Award which became vested after commencement of such Detrimental Activity, and otherwise treatsuch vested portion as if unvested for purposes of this Section 7). Upon vesting pursuant to thisAgreement, the Participant shall, if requested by the Company, certify in a manner acceptable tothe Company that he or she is in compliance with the terms and conditions of the Plan and, if stillan Eligible Employee, is not engaged in any Detrimental Activity. In the event the Participantengages in any Detrimental Activity while an Eligible Employee which occurs prior to the vesting ofRestricted Stock pursuant to this Agreement, such vesting may be rescinded in the sole discretionof the Company within two years after such Detrimental Activity, and in the event of any suchrescission, the Participant shall either surrender such Restricted Stock or pay to the Company anamount of gain which is realized or obtained (measured by the mean market price (or, if notpublicly traded, the fair market value as determined in good faith by the Committee) of a share ofStock on the date of vesting, multiplied by the number of shares of Stock issued to the Participanthereunder the vesting of which is rescinded without regard to any subsequent market price decreaseor increase). To the extent of amounts owed by Participant pursuant to this Section 7, the Companymay set-off against any amounts the Company owes Participant (including amounts owed Participant aswages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed toParticipant by the Company). Whether or not the Company elects to make any set-off in whole or inpart, if the Company does not recover by means of set-off the full amount Participant owes it,Participant agrees to pay immediately upon request the unpaid balance to the Company.
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     8. Heirs and Successors. This Agreement shall be binding upon, and inure to thebenefit of, the Company and its successors and assigns, and upon any person acquiring, whether bymerger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’sassets and business. If any rights exercisable by the Participant or benefits deliverable to theParticipant under this Agreement have not been exercised or delivered, respectively, at the time ofthe Participant’s death, such rights shall be exercisable by the legal representative of the estateof the Participant.     9. Administration. The authority to manage and control the operation andadministration of this Agreement shall be vested in the Committee, and the Committee shall have allpowers with respect to this Agreement as it has with respect to the Plan. Any interpretation ofthe Agreement by the Committee and any decision made by it with respect to the Agreement is finaland binding on all persons.     10. Plan Governs. Notwithstanding anything in this Agreement to the contrary, theterms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtainedby the Participant from the office of the Secretary of the Company; and this Agreement is subjectto all interpretations, amendments, rules and regulations promulgated by the Committee from time totime pursuant to the Plan.     11. Not An Employment Contract. The Award will not confer on the Participant anyright with respect to continuance of employment or other service with the Company or anySubsidiary, or interfere in any way with any right the Company or any Subsidiary would otherwisehave to terminate or modify the terms of such Participant’s employment or other service at anytime.     12. Notices. Any written notices provided for in this Agreement or the Plan shall bein writing and shall be deemed sufficiently given if either hand delivered or if sent by fax orovernight courier, or by postage paid first class mail. Notices sent by mail shall be deemedreceived three business days after mailing but in no event later than the date of actual receipt.Notices shall be directed, if to the Participant, at the Participant’s address indicated by theCompany’s records, or if to the Company, at the Company’s principal executive office.     13. Amendment. This Agreement may be amended by written agreement of Participant andthe Company, without the consent of any other person.     14. Governing Law. This Agreement shall be governed by, and construed in accordancewith, the laws of the state of Tennessee, without regard to the choice of law provisions of anyjurisdiction.*[Signature page to follow]*
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     **IN WITNESS WHEREOF**, the Participant has executed this Agreement, and the Company has causedthis Agreement to be executed in its name and on its behalf, all as of the date first writtenabove.      **PARTICIPANT:**