exv10w42












Exhibit 10.42




LIFE OF THE SOUTH CORPORATION

KEY EMPLOYEE STOCK OPTION PLAN (1995)






INCENTIVE STOCK OPTION AGREEMENT




     This Incentive Stock Option Agreement (the “Agreement”), is made and entered into as
of this 28th day of February, 2001, by and between LIFE OF THE SOUTH CORPORATION, a
corporation organized under the laws of the State of Georgia (the “Corporation”), and ROBERT S.
FULLINGTON, (the “Employee”).



WITNESSETH:




     WHEREAS, the Corporation adopted the Life of the South Corporation Key Employee Stock Option
Plan (1995) (the “Plan”) for the benefit of certain key employees of the Corporation, which Plan
became effective on January 26, 1995 and was approved by the shareholders of the Corporation on
April 27, 1995; 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, 33 1/3 cents par value per share (“Common Stock”), on the terms and
conditions hereinafter set forth;



     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 on February 28th 2001 (“Grant Date”) the right and option to
purchase 50,000 shares of Common Stock (this “Option”), exercisable in accordance with the
provisions of paragraph 3. The option price and number of shares subject to this Option have been
adjusted to reflect the stock split which became effective April 27, 2000. This Option shall be an
Incentive Stock Option. 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 date hereof. In no event may this Option be
exercised as to any shares covered hereby after 5:00 P.M. on the date which immediately precedes
the tenth anniversary of the date of this Agreement.



     3. OPTION PRICE, VESTING AND EXERCISE.




     (a) Option Price. The purchase price of each share of Common Stock subject to
this Option shall be the Fair Market Value of each such share as of the date of grant of
this Option, which has been determined by the Board of Directors to be $8.12.




     (b) Vesting of Option.




     (i) This Option shall vest, and may be exercised, with respect to the shares,
upon meeting certain performance criteria as provided in subsection (ii) below and
subject to earlier vesting or termination of the Option as provided in subsections
(e) and (f) below. The right to purchase the Shares as they become vested shall be
cumulative and shall continue during the exercise term unless sooner terminated as
provided herein.




     (ii) The Option shall vest as indicated on the schedule below, to the extent
the Net Income Before Taxes (as defined on Schedule A attached hereto) of the
Corporation for the fiscal year most recently completed (the “Fiscal Year”) before
the Performance Vesting Date equals or exceeds the Net Income Before Taxes Targets
(each, a “Target”) for the Fiscal Year, as set forth in Schedule A attached hereto:



	 	 	 
	Number of Shares	 	Performance Vesting Date
	 
	20% of total number of shares subject to the Option

	 	1st anniversary of Grant Date
	20% of total number of shares subject to the Option

	 	2nd anniversary of Grant Date
	20% of total number of shares subject to the Option

	 	3rd anniversary of Grant Date
	20% of total number of shares subject to the Option

	 	4th anniversary of Grant Date
	20% of total number of shares subject to the Option

	 	5th anniversary of Grant Date







Provided that, if the Net Income Before Taxes for the Fiscal Year is less
than or exceeds the Target for such year, the Option will vest and become
exercisable with respect to the Shares subject to the Option in an amount equal to
the product of (a) 20% of the total number of Shares subject to the Option
multiplied by (b) the Applicable Percentage set forth on Schedule A attached hereto
(this additional vesting shall not apply to the Cumulative Targets described
below); provided, further, that the



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aggregate vesting of shares for all years cannot exceed 100% of the shares subject to this
Option.




     If the Optionee’s Option does not become vested in any year pursuant to the above
performance vesting schedule, the Optionee may “catch-up” vesting if the Cumulative Net
Income Before Taxes Targets (“Cumulative Target”) for the Fiscal Year (as set forth in
Schedule A attached hereto) are satisfied. To the extent not previously vested, the amount
that would vest, if such Cumulative Target is met for the Fiscal Year indicated, equals
40% of the total number of shares subject to the Option on the second anniversary of the
Grant Date, 60% on the third anniversary of the Grant Date, 80% on the fourth anniversary
of the Grant Date, and 100% on the fifth anniversary of the Grant Date. After the fifth
anniversary of the Grant Date, all further performance vesting shall cease and the
Employee shall not be entitled to any further vesting under this subsection (ii).




     (iii) Notwithstanding the other provisions of this section 3(b), this Option shall
become 100% vested and fully exercisable on the ninth (9th) anniversary of the
Grant Date, provided the Employee is actively employed by the Corporation on such date and
provided the Option has not been earlier terminated pursuant to the provisions of this
Agreement.




     (iv) If the aggregate Fair Market Value of Common Stock with respect to which Options
under the Plan and options under all stock option plans of the Corporation and its
subsidiaries are exercisable for the first time by the Employee (or person then entitled
to exercise this Option) during any calendar year exceeds $100,000, this Option shall be
an Incentive Stock Option (up to the $100,000 limit) and a Supplemental Stock Option for
the remaining shares. Any exercise of this option shall be deemed first to be the exercise
of Incentive Stock Options, with the excess treated as the exercise of Supplemental Stock
Options. For purposes of determining the $100,000 limit, the Fair Market Value of the
Common Stock shall be determined at the time the Options are granted. Further, no partial
exercise of this Option may be made for less than 100 shares or, if less than 100 shares
are still available for exercise under this Option, the number of such remaining shares.
For purposes of vesting and other rights under this Agreement, the Employee’s employment
by any Employer shall be considered employment hereunder.




     (c) Manner of Exercise. The 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 mailing
will be considered the date of exercise. Such notice shall be in substantially the form



3









 






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, 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 charges of any kind, valued at their Fair Market Value (as
defined in the Plan) 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 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 nonassessable shares.




     (d) Person Who May Exercise Option. Except as the Corporation may otherwise permit in
its discretion, during the lifetime of the Employee, this Option shall be exercisable only by the
Employee, or if the Employee is disabled, by his duly appointed guardian or legal representative.
Upon his death, to the extent that such Option is otherwise exercisable hereunder, this Option may
be exercised by the Employee’s legal representative or by a person who receives the right to
exercise this Option under the Employee’s will or by the applicable laws of descent and
distribution.




     (e) Earlier Termination of Option. Notwithstanding the provisions of subparagraph
3(b), this Option shall, except as provided in (f) below, terminate upon the earliest to occur of:
(i) the expiration of the term of this Option as set forth in paragraph 2 hereof, (ii) the
expiration of three months after the Employee’s Retirement, (iii) the expiration of one year after
the Employee ceases to be an employee of the Corporation due to Total and Permanent Disability,
(iv) the expiration of two years after the Employee ceases to be an employee of the Corporation
due to the death of the Employee, or (v) the date that an Employee terminates employment with the
Corporation (whether by action of the Corporation or voluntarily by the Employee) for any reason
other than Retirement, Total and Permanent Disability or death; provided that in the event any
portion of the Option vests as a result of a Corporate Transaction described in (f) below, the
Option shall be exercisable until the expiration of three months after the Employee’s termination
of employment (or such later date as may apply under (iii) or (iv) above.




     (f) Earlier Vesting and Exercise of Option. The following special rule shall apply
to the vesting and exercise of this Option: if all or substantially all of the stock or
assets of the Corporation are sold to a third party, whether through sale, merger,
recapitalization or otherwise (hereinafter, a “Corporate Transaction”), fifty percent (50%)
of the Shares subject to this Option that are not yet vested shall become vested and
exercisable; provided, further, if as a result of the Corporation Transaction the net
proceeds to the shareholders of the



4









 







Corporation equals or exceeds $65 million, this Option shall become fully vested and
immediately exercisable; provided, further, if the net proceeds of the Corporate
Transaction are less than $65 million but as of such date the Targets described in Section
3(b)(ii) have been met for each year, then the Compensation Committee of the Board shall
have the right, in its sole discretion, to determine whether any additional vesting of
fifty percent (50%) of the unvested Shares under this Option shall occur. For purposes of
this Option, “net proceeds” means the net amount received by the shareholders in the
aggregate after all liabilities, expenses and costs have been paid which are required to be
paid or satisfied by the shareholders in connection with the Corporate Transaction. The
period during which this Option may be exercised after such an event shall be determined in
accordance with the other provisions of this Agreement.



     4. REPURCHASE OF SHARES AFTER TERMINATION. Until a sale of the stock or assets of the
Corporation occurs as described in Section 3(f), if Employee ceases to perform services for the
Company other than as a result of Normal Retirement at or after age 65, which termination may be
with or without Cause or for any reason whatsoever (including death, Disability, or Retirement
prior to age 65), then the Company shall have the right in its sole discretion to purchase all of
the shares acquired by exercise of the Option no later than thirty (30) days after such
termination (or with respect to shares acquired upon exercise of the Option after termination, no
later than thirty (30) days after the date of such exercise). In the event of Employee’s death,
this Section 4 shall be binding upon the Employee’s beneficiary or the representative or executor
of Employee’s estate.




     (a) Termination Repurchase Price. The price the Company shall pay for each
Share in the event Employee’s performance of services for the Company is terminated (the
“Termination Repurchase Price”) will be an amount of cash equal to the fair market value of
a share determined by the Board of Directors in the same manner and amount as if
determining the Option Exercise Price under the Plan, all determined as of the date of
Employee’s termination of performance of services, but not less than the exercise price
paid.




     (b) Form of Payment. The Termination Repurchase Price shall be payable by
delivery of the Company’s promissory note (the “Termination Note”) evidencing the Company’s
obligation to pay the Termination Repurchase Price with interest accruing at a rate of
seven per cent (7.0%) per annum. If the Employee’s performance of services for the Company
is terminated by the Employee, then such payments shall be paid in thirty-six (36) equal
monthly installments commencing thirty (30) days after closing. If
the Employee’s performance of services for the Company is terminated by the Company,
then such payments shall be paid in twelve (12) equal monthly payments commencing thirty
(30) days after closing. The Company shall have the discretion to accelerate any or all
payments.



5









 







     (c) Closing. At a time no later than thirty (30) days after the Employee’s
performance of services terminates as described above (or with respect to shares acquired
upon exercise of the Option after termination, at a time no later than thirty (30) days
after the Employee’s exercise of the Option), the Employee shall deliver a certificate or
certificates representing all of the shares, duly endorsed for transfer to the Company,
free and clear of all liens, security interests, pledges or other claims or charges.
Contemporaneously with the delivery of the certificates evidencing the Shares, the Company
shall deliver the Termination Note.



     5. TRANSFERABILITY. This Agreement and any rights hereunder shall be nontransferable
and nonassignable by the Employee or by any other person entitled hereunder to exercise any such
rights; provided, however, that upon the death of the Employee any rights granted hereunder shall
be transferable, subject to the provisions of subparagraph 3(d), by the Employee’s will or by the
applicable laws of descent and distribution.



     6. 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.



     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;



6









 






     (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.



     8. 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.



     9. 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,



7









 








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.



     10. WITHHOLDING TAXES. As a condition of exercise of this Option, the Corporation
may, in its sole discretion, withhold or require the Employee to pay or reimburse the Corporation
for any taxes which the Corporation determines are required to be withheld in connection with the
grant or any exercise of this Option.



     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.



     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly
authorized officers, and the Employee has executed this Agreement, all as of the date first above
written.



	 	 	 	 	 
	 	CORPORATION:



LIFE OF THE SOUTH CORPORATION

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Title: President 	 
	 



ATTEST:




/s/ Illegible

 

Title: Exec. Asst.




	 	 	 	 	 
	 	EMPLOYEE:

 	 
	 	/s/ Robert S. Fullington
 	 
	 	ROBERT S. FULLINGTON 	 
	 	 	 



8









 






	 	 	 	 	 



SCHEDULE A

TO

INCENTIVE STOCK OPTION AGREEMENT




Net Income Before Taxes (“NIBT”) Targets

(dollars in millions)



	 	 	 	 	 
	Fiscal Year	 	NIBT Target	 	Cumulative NIBT Target
	 
	 	 	 	 
	2001
	 	$4.0	 	$  4.0
	2002
	 	$4.5	 	$  8.5
	2003
	 	$5.0	 	$13.5
	2004
	 	$5.5	 	$19.0
	2005
	 	$6.0	 	$25.0







	     For purposes of the Agreement, Net Income Before Taxes for each Fiscal Year shall be
determined by the Corporation’s independent accountants in accordance with the Corporation’s
GAAP financial statements and shall include such reasonable adjustments (either increases or
decreases) as the Compensation Committee of the Board of Directors (or its designee) deems
appropriate.





Applicable Percentage




	 	 	 
	Percentage of NIBT Target Achieved	 	Applicable Percentage
	 
	 	 
	Less than 80%
	 	  0%
	80%
	 	20%
	85%
	 	40%
	90%
	 	60%
	95%
	 	80%
	100%
	 	100%
	110%
	 	110%
	120%
	 	120%
	125% or more
	 	125%






9









 





EXERCISE OF STOCK OPTION




     The undersigned Optionee under that certain Life of the South Corporation Key Employee
Stock Option Plan (1995) Incentive Stock Option Agreement, dated February ____, 2001 (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

	 	                                        
	          (in cash and/or shares of Common Stock)
	 	 






	 	 	 	 	 

	 

	 	 
	 	 
	 

	 	(Signature)
	 	 
	 

	 	
 
	 	 
	 

	 	(Date)	 	 






10









 






AMENDMENT TO THE LIFE OF THE SOUTH CORPORATION

KEY EMPLOYEE STOCK OPTION PLAN (1995)

AGREEMENT FOR ROBERT S. FULLINGTON




     THIS AMENDMENT (“Amendment”), dated March 7, 2007 is made to the Stock Option
Agreement for Robert S. Fullington, dated as of February 28, 2001, related to the grant of 50,000
stock options under the Life of the South Corporation Key Employee Stock Option Plan (1995) (the
“Plan”).



Recitals




     WHEREAS, Life of the South Corporation (the “Corporation”) desires to amend the terms of the
Key Employee Stock Option Plan (1995) Stock Option Agreement for Robert S. Fullington (the
“Agreement”); and



     WHEREAS, the Corporation may amend the Agreement pursuant to Paragraph 12 of the Agreement;
and



     NOW, THEREFORE, the Agreement is hereby amended as follows:



1. AMENDMENT




     1.1 Section 1. Section 5 of the Agreement shall be amended by adding the following at
the end thereof:



     “If Options are exercised between the signing and closing of the transaction contemplated by
that certain Agreement and Plan of Merger, dated as of March 8, 2007 among the Corporation and the
other parties thereto, the Optionee shall not transfer such shares prior to the closing of such
transaction, at which time the shares will be transferable as permitted by the Stockholder’s
Agreement entered into in conjunction with such Agreement and Plan of Merger.”



2. MISCELLANEOUS




     2.1 Definitions. Capitalized terms not defined herein shall have the meanings set
forth with respect thereto in the Agreement and/or the Plan.



     2.2 Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be considered an original for all purposes, and all of which taken together shall
constitute a single instrument.



     2.3 Effect of Amendment. Except as specifically amended by this Amendment, the
Agreement shall remain in full force and effect, and is hereby affirmed and ratified in all
respects.



 









 





AMENDMENT TO THE LIFE OF THE SOUTH CORPORATION

KEY EMPLOYEE STOCK OPTION PLAN (1995)

AGREEMENT FOR ROBERT S. FULLINGTON



IN WITNESS WHEREOF, the Corporation and the Employee have caused this Amendment to the
Agreement to be executed as of the day written above.




CORPORATION:




	 	 	 	 	 
	 	LIFE OF THE SOUTH CORPORATION

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Its: President 	 
	 	 	 	 
	 	EMPLOYEE:

 	 
	 	/s/ Robert S. Fullington
 	 
	 	Robert S. Fullington 	 
	 	 	 



3









 






	 	 	 	 	 



AMENDMENT TO THE LIFE OF THE SOUTH CORPORATION

KEY EMPLOYEE STOCK OPTION PLAN (1995)

AGREEMENT FOR ROBERT FULLINGTON





     THIS AMENDMENT (“Amendment”), dated as of June 20, 2007 is made to the Stock Option
Agreement for Robert Fullington (the “Employee”), dated as of February 28, 2001, related to the
grant of 50,000 stock options (of which 50,000 remain unexercised) under the Life of the South
Corporation Key Employee Stock Option Plan (1995) (the “Plan”).



Recitals




     WHEREAS, Life of the South Corporation (the “Corporation”) has entered into an Agreement and
Plan of Merger, dated March 7, 2007 (the “Merger Agreement”), pursuant to which the Corporation
will merge (the “Merger”) with and into LOS Acquisition Co., with the Corporation being the
surviving corporation and



     WHEREAS, in connection with the Merger, the Corporation desires to amend the terms of the Key
Employee Stock Option Plan Agreement for Robert Fullington (the “Agreement”); and



     WHEREAS, the Corporation may amend the Agreement pursuant to Paragraph 12 of the Agreement
and the Employee has agreed to consent to the Amendment; and



     NOW, THEREFORE, the Agreement is hereby amended, effective as of the Closing Date of the
Merger, as follows:



1. Amendment





     Section 3 of the Agreement shall be amended by adding the following
at the end thereof as a new subsection (g):




“(g) Change in Control Transaction. Upon a contemplated transaction,
occurring after the closing of the transaction contemplated by that
certain Agreement and Plan of Merger, dated as of March 7, 2007 among the
Corporation and the other parties thereto, whereby the securities of the
Corporation representing in excess of 50% of the voting power of the Corporation
are acquired 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”), 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 with respect to Option Price, Term, exercise
rights, adjustment of shares and other matters 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.”



2. Miscellaneous





2.1 Definitions. Capitalized terms not defined herein shall have the meanings set forth
with respect thereto in the Agreement and/or the Plan.




2.2 Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall be considered an original for all purposes, and all of which taken together shall
constitute a single instrument.




2.3 Effect of Amendment. Except as specifically amended by this Amendment, the
Agreement shall remain in full force and effect, and is hereby affirmed and ratified in all
respects.



 









 




IN WITNESS WHEREOF, the Corporation and the Employee have caused this
Amendment to the Agreement to be executed as of the day first written above.




	 	 	 	 	 
	 	CORPORATION:



LIFE OF THE SOUTH CORPORATION

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Its: President 	 
	 	 	 	 
	 	EMPLOYEE:

 	 
	 	/s/ Robert Fullington
 	 
	 	Robert Fullington