exv10w46












Exhibit 10.46




LIFE OF THE SOUTH CORPORATION

2005 EQUITY INCENTIVE PLAN




STOCK OPTION AGREEMENT



          This Stock Option Agreement (the “Agreement”) is made and entered into as of this
25th day of October, 2007, by and between Life of the South Corporation, a
corporation organized under the laws of the State of Georgia (the “Corporation”) and Michael
Vrban (the “Employee”).



WITNESSETH:




WHEREAS, the Corporation adopted the Life of the South Corporation 2005 Equity Incentive Plan
(the “Plan”) for the benefit of certain key employees of the Corporation, which Plan became
effective on November 18, 2005 and was approved by the shareholders of the Corporation on
April 27, 2006; and



WHEREAS, the Corporation has adopted the Plan in a form that qualifies in pertinent part as an
Incentive Stock Option Plan, as provided in Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”), and so that certain options granted under the Plan will constitute
“Incentive Stock Options” and will be afforded the favorable tax treatment allowed such
options under the Code; and



WHEREAS, pursuant to the Plan, the Employee has been selected as an Optionee under the Plan,
and the Corporation desires to grant to the Employee an option to purchase shares of the
Corporation’s Common Stock (“Common Stock”) on the terms and conditions set forth herein;



NOW, THEREFORE, for and in consideration of the premises and the mutual agreements
and covenants hereinafter set forth and other good and valuable consideration, the
parties agree as follows:



     1. Grant of Option. Subject to the terms and conditions of this Agreement and the
terms and conditions of the Plan, which are incorporated herein by reference, the Corporation
grants to the employee the right and option to purchase 12,145 shares of Common Stock (the
“Option”) as of October 25, 2007 (the “Grant Date”), exercisable in accordance with the
provisions of paragraph 3. Unless otherwise indicated, capitalized terms used in this Agreement
shall have the same meaning as provided in the Plan.



     2. Term of Option. Subject to earlier termination as provided in paragraph 3
hereof, the term of this Option is ten (10) years from the Grant Date. In no event may this
Option be exercised as to any shares covered hereby after 5:00 P.M. Eastern Time, on the date
which immediately precedes the tenth anniversary of the Grant Date.



 









 





     3. Option Price, Vesting and Exercise



          a. Option Price. The purchase price of each share of Common Stock subject to this
Option shall be $17.07. This price represents a value no less than the Fair Market Value of each
such share as of the date of grant of this Option.




          b. Vesting of Option. Subject to the Employee’s continued employment with the
Corporation, the Option shall vest and become exercisable with respect to 25% of the Shares
initially covered by the Option on July 25, 2008. One-thirty-sixth (1/36) of the remaining Shares
covered by the Option shall vest on the last day of each month thereafter.




     The right to exercise this Option as to any portion of the shares covered hereby on or after
the respective dates provided above is cumulative, and a failure to exercise any portion of this
Option in any year shall not constitute a lapse of such right during the term of this Option. The
Options granted hereunder shall be Non-qualified Stock Options. For purposes of vesting and other
rights under this Agreement, the Employee’s employment by the Corporation or a wholly owned
subsidiary shall be considered employment hereunder. Upon a Change in Control Transaction (as
defined below), all Options shall immediately vest and become exercisable. However, under no
circumstances shall any Option vest following the Employee’s termination of employment for any
reason.



          c. Manner of Exercise. The Employee (or person then entitled to exercise this Option)
may do so by delivering written notice of exercise to the Secretary of the Corporation, in person,
or by mail, postage prepaid, addressed to the attention of the Secretary of the Corporation at the
location at which the Corporation then maintains its principal office, and if so mailed, the date
of the postmark will be considered the date of exercise. Such notice shall be in substantially the
form attached and shall be accompanied by payment in full of the total purchase price for the
shares being purchased. Such payment may be made in cash or, if approved by the Committee, its
equivalent in whole or in part, by transfer and delivery to the Corporation of shares of Common
Stock already owned by the Employee, free and clear of any liens, encumbrances or changes of any
kind, valued at their Fair Market Value on the date of such exercise. The Corporation, in the
event of exercise by an authorized person other than the Employee, may require proof of the right
of such person to exercise this Option. As promptly as practicable after receipt by the
Corporation of the notice to purchase and the full payment of the purchase price of the shares of
Common Stock, the Corporation shall cause to be issued to the person entitled to purchase the
shares for which this Option is exercised, stock certificate(s) for the number of shares of Common
Stock being purchased, which shall evidence fully paid and non-assessable shares. Any Shares
issued upon exercise shall be subject to the Stockholders’ Agreement, dated as of March 7, 2007,
among the Corporation and certain of its stockholders, as amended from time to time (the
“Stockholders’ Agreement”), and the Employee (or person receiving Shares upon exercise) shall
become bound thereby as a condition to being issued any Shares hereunder.





2









 








          d. Person Who May Exercise Option. Except as the Corporation may otherwise permit
in its discretion pursuant to Section 4, this Option shall be exercisable by the Employee or
any Permitted Transferee (as defined in the Stockholders’ Agreement).




          e. Earlier Termination of Option. Notwithstanding the provisions of subparagraph
3(b), the right to exercise the vested portion of this Option shall, except as provided in 3(f)
below, terminate upon the earliest to occur of: (i) the expiration of the term of this Option
as set forth in paragraph 2 above; (ii) the expiration of one (1) year following the Employee’s
termination of employment due to death or Disability; (iii) the expiration of one (1) year
following the Employee’s termination of employment without Cause or Good Reason as those terms
are defined in his Employment Agreement; or (iv) the date the Employee’s employment is
terminated by the Corporation for Cause (as defined in the Employee’s Employment Agreement, if
applicable, or the Stockholders’ Agreement) or the Employee voluntarily terminates his
employment.




          f. Change in Control Transaction. Upon a contemplated transaction, whereby (i) the
securities of the Corporation representing in excess of 50% of the voting power of the
Corporation are owned directly, or indirectly through one or more entities, by any “person” or
“group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than
the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’
Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the
“Change in Control Transaction”), occurring after the date hereof and prior to the effective
time of such Change in Control Transaction, the Committee may, but is not obligated to, provide
for: (i) continuation or assumption of such outstanding Option under the Plan by the
Corporation (if it is the surviving Corporation or corporation) or by the surviving Corporation
or corporation or its parent; (ii) substitution by the surviving Corporation or corporation or
its parent of awards with substantially the same terms for such outstanding Options; (iii) upon
written notice, provide that any outstanding Options must be exercised, to the extent then
exercisable, within fifteen days immediately prior to the scheduled consummation of the event,
or such other period as determined by the Committee (in either case contingent upon the
consummation of the event), and at the end of such period, such Options shall terminate to the
extent not so exercised within the relevant period; or (iv) cancellation of all or any portion
of outstanding Options for fair value which shall equal the excess, if any, of the value of the
consideration to be paid in the Change of Control Transaction to holders of the same number of
Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the
Shares subject to such outstanding Options or portion thereof being canceled) over the
aggregate Option Price or exercise price, as applicable, with respect to such Option or portion
thereof being canceled.




     4. Transferability. Except as the Corporation may otherwise permit in its
discretion or any transfer to any Permitted Transferee, this Agreement and any rights
hereunder



3









 




shall be nontransferable and nonassignable by the Employee or by any other person
entitled hereunder to exercise any such rights.




     5. Adjustment of Shares. In the event of (i) any dividend payable in shares of
Common Stock, (ii) any recapitalization, reclassification, split-up, consolidation of, or other
change in, the Common Stock, or (iii) an exchange of the then outstanding shares of Common
Stock, in connection with a merger, consolidation, or other reorganization of the Corporation,
or a sale by the Corporation of all or a portion of its assets, for a different number or class
of shares of stock or other securities of the Corporation or for shares of the stock or other
securities of any other corporation; then the number and class of shares or other securities
that shall be subject to this Option and/or the purchase price per share which must be paid
thereafter upon exercise of this Option shall automatically be appropriately adjusted to
reflect the event described in (i), (ii), or (iii) above.



     6. Non-Competition and Confidentiality Agreement. In consideration of the Option
granted herein, the Employee agrees to be bound by the Restrictive Covenants as set forth
Schedule A to this Agreement.



     7. Investment Representation. The Employee hereby represents, warrants and agrees:



          a. That, unless a registration statement is effective at the time of exercise, the shares
that are purchased under this Agreement will be purchased for his own account for investment
purposes only and not with a view to resale or distribution thereof;




          b. That he understands the offer of shares under this Agreement may be made pursuant to a
claim of exemption from the registration provisions of the Securities Act of 1933, as amended
(the “Act”) and any applicable state securities laws, and that such claim may be based in part
upon the representations contained herein;




          c. That the shares subject to this Agreement may be unregistered and, if so, will be
required to be held indefinitely, unless such shares are subsequently registered or an
exemption from registration is then available;




          d. That the Corporation is under no obligation to register such shares, to comply with any
such exemption or to supply the Employee with any information necessary to enable him to make
routine sales of such shares under Rule 144 or any other rule or regulation of the Securities
and Exchange Commission; and




          e. That the transfer agent for the Corporation may be instructed not to transfer ownership
of the stock certificate(s) representing shares acquired upon any exercise of this Option,
unless in the prior written opinion of counsel reasonably acceptable to the Corporation, such
transfer is lawful under the Act and applicable state securities laws.





4









 








          In regard to the foregoing, the Employee understands and agrees that the certificate(s)
evidencing any shares that may be purchased pursuant to the exercise of this option which have
not been registered under the Act or any applicable state securities law, may bear an
appropriate restrictive legend in a form determined in the sole discretion of the Corporation.




     7. Legal Restrictions. If in the opinion of legal counsel for the Corporation the
issuance or sale of any shares of Common Stock pursuant to the exercise of this Option would
not be lawful for any reason, including without limitation the inability of the Corporation to
obtain from any governmental authority or regulatory body having jurisdiction the authority
deemed by such counsel to be necessary to such issuance or sale, the Corporation shall not be
obligated to issue or sell any Common Stock pursuant to the exercise of this Option to the
Employee or any other authorized person unless a registration statement that complies with the
provisions of the Act in respect of such shares is in effect at the time thereof, or other
appropriate action has been taken under and pursuant to the terms and provisions of the Act, or
the Corporation receives evidence satisfactory to such counsel that the issuance and sale of
such shares, in the absence of an effective registration statement or other appropriate action,
would not constitute a violation of the Act or any applicable state securities law.



     8. No Rights as Shareholder or to Employment. Neither the Employee nor any other
person authorized to purchase Common Stock upon exercise of this Option shall have any interest
in or shareholder rights with respect to any shares of Common Stock which are subject to this
Option until such shares have been issued and delivered to the Employee or any such person
pursuant to the exercise of this Option. Furthermore, neither this Agreement nor the Plan shall
confer upon the Employee any rights of employment with the Corporation or a Subsidiary,
including without limitation any right to continue in the employ of the Corporation
or a Subsidiary, or shall affect the right of the Corporation or a Subsidiary to
terminate the employment of the Employee at any time with or without Cause.



     9. Withholding. The Employee may be required to pay the Corporation and the
Corporation shall have the right and is hereby authorized to withhold, any applicable
withholding taxes in respect of the Option, its exercise or any payment or transfer under or
with respect to the Option and to take such other action as may be necessary in the opinion of
the Committee to satisfy all obligations for the payment of such withholding taxes.



     10. Choice of Law. This agreement shall be governed and construed in accordance
with the laws of the state of incorporation of the Corporation without regard to conflicts of
laws.



     11. Heirs and Successors. This Agreement and all terms and conditions hereof shall
be binding upon the parties hereto, and their successors, heirs, legatees and legal
representatives.



5









 





     12. Amendment. The Corporation hereby reserves the right to amend this
Agreement, except that no such amendment shall adversely affect the rights of the
Employee hereunder without his written consent.



     13. Signature in Counterparts. This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures were upon the same
instrument.


IN WITHNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above:




	 	 	 	 	 
	 	CORPORATION:





LIFE OF THE SOUTH CORPORATION

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Its: President 	 
	 	 	 	 
	 
	 	EMPLOYEE:

 	 
	 	/s/ Michael Vrban
 	 
	 	Michael Vrban 	 
	 	 	 	 



6









 








	 	 	 	 	 



SCHEDULE A 




Restrictive Covenants


1. Proprietary Information; Inventions in the Field.





     a. Proprietary Information. In the course of service to the Corporation, the Employee
will have access to confidential specifications, know-how, strategic or technical data, marketing
research data, product research and development data, manufacturing techniques, confidential
customer lists, sources of supply and trade secrets, all of which are confidential and may be
proprietary and are owned or used by the Corporation, or any of its subsidiaries or affiliates.
Such information shall hereinafter be called “Proprietary Information” and shall include any and
all items enumerated in the preceding sentence and coming within the scope of the business of the
Corporation or any of its subsidiaries or affiliates as to which the Employee may have access,
whether conceived or developed by others or by the Employee alone or with others during the period
of service to the Corporation, whether or not conceived or developed during regular working hours.
Proprietary Information shall not include any records, data or information which are in the public
domain during or after the period of service by the Employee provided the same are not in the
public domain as a consequence of disclosure directly or indirectly by the Employee in violation
of this Agreement.



     b. Fiduciary Obligations. The Employee agrees that Proprietary Information is of
critical importance to the Corporation, and that a disclosure of such Proprietary Information
would seriously and irreparably impair and damage the Corporation’s business. The Employee agrees
that he shall keep all Proprietary Information in a fiduciary capacity for the sole benefit of the
Corporation.



     c. Non-Use and Non-Disclosure. The Employee shall not at any time (a) disclose,
directly or indirectly, any Proprietary Information to any person other than the Corporation or
Employees thereof at the time of such disclosure who, in the reasonable judgment of the Employee,
need to know such Proprietary Information or such other persons to whom the Employee has been
specifically instructed to make disclosure by the Board and in all such cases only to the extent
required in the course of the Employee’s service to the Corporation or (b) use any Proprietary
Information, directly or indirectly, for his own benefit or for the benefit of any other person or
entity. At the termination of his employment, the Employee shall deliver to the Corporation all
notes, letters, documents and records which may contain Proprietary Information which are then in
his possession or control and shall destroy any and all copies and summaries thereof.



     d. Assignment of Inventions. The Employee agrees to assign and transfer to the
Corporation or its designee, without any separate remuneration or compensation, his entire right,
title and interest in and to all Inventions in the Field (as defined below), together with all
United States and foreign rights with respect thereto, and at



7









 





the Corporation’s expense to execute and deliver all appropriate patent and copyright applications
for securing United States and foreign patents and copyrights on Inventions in the Field and to
perform all lawful acts, including giving testimony, and to execute and deliver all such
instruments that may be necessary or proper to vest all such Inventions in the Field and patents
and copyrights with respect thereto in the Corporation, and to assist the Corporation in the
prosecution or defense of any interference which may be declared involving any of said patent
applications, patents, copyright applications or copyrights. For the purposes of this Agreement,
the words “Inventions in the Field” shall include any discovery, process, design, development,
improvement, application, technique, or invention, whether patentable or copyrightable or not and
whether reduced to practice or not, conceived or made by the Employee, individually or jointly
with others (whether on or off the Corporation’s premises or during or after normal working hours)
while in the employ of the Corporation, and which was or is directly or indirectly related to the
Business of the Corporation or any of its subsidiaries, or which resulted or results from any work
performed by any Employee or agent thereof during the term of employment.




     e. Return of Documents. All notes, letters, documents, records, tapes and other media
of every kind and description relating to the business, present or otherwise, of the Corporation
or its affiliates and any copies, in whole or in part, thereof (collectively, the “Documents”),
whether or not prepared by the Employee, shall be the sole and exclusive property of the
Corporation. The Employee shall safeguard all Documents and shall surrender to the Corporation at
the time his employment terminates, or at such earlier time or times as the Board or its designee
may specify, all Documents then in the Employee’s possession or control.



2. Restrictions on Activities of the Employee




     a. Acknowledgments. The Employee and Corporation agree that he is being employed in a
key capacity with the Corporation and that the Corporation is engaged in a highly competitive
business and that the success of the Corporation’s business in the marketplace depends upon its
goodwill and reputation for quality and dependability. The Employee and Corporation further agree
that reasonable limits may be placed on his ability to compete against the Corporation as provided
herein to the extent that they protect and preserve the legitimate business interests and good
will of the Corporation.



     b. General Restrictions. During the term of employment and for the Non-Competition
Period (as defined below), and during any time the Employee is receiving severance payments, the
Employee will not (anywhere in the world where the Corporation or any of its subsidiaries then
conducts business) engage or participate in, directly or indirectly, as principal, agent,
employee, employer, consultant, investor or partner, or assist in the management of, or provide
advisory or other services to, or own any stock or any other ownership interest in, or make any
financial investment in, any business which is Competitive with the Corporation



8









 







(as defined below); provided that the ownership of not more than 2% of the outstanding securities
of any class listed on an exchange or regularly traded in the over-the-counter market shall not
constitute a violation of this section. For purposes of this Agreement, a business shall be
considered “Competitive with the Corporation” only if it offers products or provides marketing,
administration or related services for payment protection or insurance or engages in any other
business the Corporation and/or its subsidiaries are engaged in or have taken steps to be engaged
in prior to Employee’s termination of employment.



For purposes of this Agreement, the “Non-Competition Period” shall mean the longer of (i) the term
of employment or (ii) a period of eighteen (18) consecutive months after the Employee’s employment
terminates or (iii) the period during which the Corporation is paying any amounts to the Employee
or otherwise providing benefits to the Employee.




     c. Employees, Customers and Suppliers. During the term of employment and the
Non-Solicitation Period (as defined below), the Employee will not solicit, or attempt to solicit,
any officer, director, consultant or Employee of the Corporation or any of its subsidiaries or
affiliates to leave his or her engagement with the Corporation or such subsidiary or affiliate nor
will he call upon, solicit, divert or attempt to solicit or divert from the Corporation or any of
its affiliates or subsidiaries any of their customers or suppliers, or potential customers or
suppliers, of whose names he was aware during the term of his employment with the Corporation;
provided, however, that nothing in this Agreement shall be deemed to prohibit the Employee from
calling upon or soliciting a customer or supplier during the Non-Solicitation Period if such
action relates solely to a business which is not Competitive with the Corporation; and provided,
further, however, that nothing in this Agreement shall be deemed to prohibit the Employee (i) from
soliciting or hiring any Employee of the Corporation or any of its subsidiaries or affiliates, if
such Employee is a member of the Employee’s immediate family; (ii) from placing advertisements in
newspapers or other media of general circulation advertising employment opportunities; and (iii)
from hiring persons who respond to such advertisements, provided that they were not otherwise
solicited by the Employee in violation of this section.


For purposes of this Agreement,
 the “Non-Solicitation Period” shall
mean the longer of (i) the term of employment or (ii) a period of
eighteen (18) consecutive months after the Employee’s employment
terminates or (iii) the period during which the Corporation is paying
any amounts to the Employee or otherwise providing benefits to the
Employee.





9









 









EXERCISE OF STOCK OPTION




     The undersigned Optionee under the Life of the South Corporation 2005 Equity Incentive Plan
Stock Option Agreement, dated October 25, 2007 (the “Agreement”), hereby exercises the Option
granted under the Agreement for the following number of shares of Common Stock, subject to the
terms and conditions of the Agreement:



     Number of Shares being purchased:                                  



     Total purchase price submitted herewith:                         





	 	 	 	 	 
	 	 	 
	 	
 	 
	 	(Signature) 	 
	 	

Date: _____________	 
	 






10