exv10w31






Exhibit 10.31




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 Richard Kahlbaugh (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 51,819 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 June 20, 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.







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          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 company
or corporation) or by the surviving company or corporation or its parent; (ii) substitution
by the surviving company 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



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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. 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.




     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.








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     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.



     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.



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     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: Chairman 	 
	 	 	 	 
	 
	 	EMPLOYEE:

 	 
	 	/s/ Richard Kahlbaugh
 	 
	 	Richard Kahlbaugh 	 
	 	 	 



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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:                                          	 
	 




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