ex10_18.htm


    Exhibit
10.18

     

    FORWARD
AIR CORPORATION

    _________________________________________________________________

    


    AMENDED
AND RESTATED STOCK OPTION AND INCENTIVE PLAN

    (as
further amended and restated December 17, 2008)

    _________________________________________________________________

    


    


    1.           Purpose;
Types of Awards; Construction.

    


    Forward
Air Corporation (the “Company”) hereby establishes the Forward Air Corporation
Amended and Restated Stock Option and Incentive Plan (the
“Plan”).  The purpose of the Plan is to enable the Company to attract,
retain and reward employees of, and other person providing key services to, the
Company and its Subsidiaries, and strengthen the mutuality of interests between
such persons and the Company’s shareholders by offering such persons
performance-based stock incentives and/or other equity interests or equity-based
incentives in the Company.  This Plan is a continuation, and amendment
and restatement, of the Company’s Restated 1999 Stock Option and Incentive Plan,
the provisions of which shall continue to control with respect to any options or
stock awards outstanding thereunder to the extent necessary to avoid
establishment of a new measurement date for financial accounting purposes and to
preserve the status of any options that are intended to qualify as “incentive
stock options” within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended and any successor thereto (the “Code”).

    


    It is
further intended that options granted by the Compensation Committee or other
committee (the “Committee”) of the Board of Directors of the Company (the
“Board”) pursuant to Section 8 of the Plan
shall constitute “incentive stock options” (“Incentive Stock Options”) within
the meaning of Section 422 of the Code, and options granted by the Committee
pursuant to Section
7 of the Plan shall constitute “nonqualified stock options”
(“Nonqualified Stock Options”).  The Committee may also grant stock
appreciation rights (“Stock Appreciation Rights” or “SARs”) pursuant to Section 9 of the Plan
and shares of restricted stock (“Restricted Stock”) pursuant to Section 10 of
the Plan.

    


    The
provisions of the Plan are intended to satisfy the requirements of Section 16(b)
of the Securities Exchange Act of 1934, and shall be interpreted in a manner
consistent with the requirements thereof, as now or hereafter construed,
interpreted, and applied by regulations, rulings, and cases.  The Plan
is also designed so that awards granted hereunder intended to comply with the
requirements for “qualified performance-based compensation” under Section 162(m)
of the Code may comply with such requirements.  The creation and
implementation of the Plan shall not diminish or prejudice other compensation
plans or programs approved from time to time by the Board.

    


    2.           Definitions.

    


    As used
in this Plan, the following words and phrases shall have the meanings
indicated:

    


    (a)           “Cause”
shall have the meaning set forth in the applicable Agreement and, in the absence
of such a definition in the Agreement, means a felony conviction of a
participant or the failure of a participant to contest prosecution for a felony,
or a participant’s gross negligence, willful misconduct or dishonesty, any of
which is directly or materially harmful to the business or reputation of the
Company or any Subsidiary, as determined by the Committee in its sole
discretion.

    


    (b)           “Common
Stock” shall mean shares of Common Stock, par value $.01 per share, of the
Company.

    


    (c)           “Disability”
shall mean a disability as determined under procedures established by the
Committee for purposes of this Plan.

    


    (d)           “Excepted
Shares” means 300,000 shares of Common Stock that may be issued with respect to
awards granted under the Plan, as adjusted as provided in Section 11 hereof,
and with respect to which awards are granted by a committee composed entirely of
“independent directors” as defined in Nasdaq Marketplace Rule 4200 or any
successor thereto or any corollary rule of the national securities exchange on
which the Common Stock is then principally traded.

    


    (e)           “Fair
Market Value” per share of Common Stock as of a particular date shall mean (i)
the closing sale price per share of Common Stock on such date as quoted on the
national securities exchange on which the Common Stock is principally traded, or
(ii) if the shares of Common Stock are then traded in an over-the-counter
market, the average of the closing bid and asked prices for the shares of Common
Stock in such over-the-counter market on such date, or (iii) if the shares of
Common Stock are not then listed on a national securities exchange or traded in
an over-the-counter market, such value as the Committee, in its sole discretion,
shall determine.  If no public trading of the Common Stock occurs on
the relevant date but the shares are so listed for trade, then Fair Market Value
shall be determined as of the next preceding date on which trading of the Common
Stock does occur.  Notwithstanding any provision of the Plan to the
contrary, no determination made with respect to the Fair Market Value of a share
of Common Stock subject to Incentive Stock Option shall be inconsistent with
Section 422 of the Code or regulation thereunder.

    


    (f)           “Immediate
Family” shall mean any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive
relationships.

    


    (g)           “Option”
or “Options” shall mean a grant to a Grantee of an option or options to purchase
shares of Common Stock. Options granted by the Committee pursuant to the Plan
shall constitute either Incentive Stock Options or Nonqualified Stock
Options.

    


    (h)           “Parent”
shall mean any company (other than the Company) in an unbroken chain of
companies ending with the Company if, at the time of granting an Option, each of
the companies other than the Company owns stock or equity interests (including
partnership interests) possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock or equity interests in one of the
other companies in such chain.

    


    (i)           “Performance
Goals” means performance goals based on one or more of the following criteria:
(i) pre-tax income, after-tax income, or operating income; (ii) operating cash
flow; (iii) profit; (iv) return on equity, assets, capital, or investment; (v)
earnings or book value per share; (vi) sales or revenues; (vii) operating
expenses or operating margin (viii) Common Stock price appreciation; and (ix)
implementation or completion of critical projects or processes.  Where
applicable, the Performance Goals may be expressed in terms of attaining a
specified level of the particular criteria or the attainment of a percentage
increase or decrease in the particular criteria, and may be applied to one or
more of the Company or any Subsidiary, or a division or strategic business unit
of the Company, or may be applied to the performance of the Company relative to
a market index, a group of other companies, or a combination thereof, all as
determined by the Committee.  The Performance Goals may include a
threshold level of performance below which no payment will be made (or no
vesting will occur), levels of performance at which specified payments will be
made (or specified vesting will occur), and a maximum level of performance above
which no additional payment will be made (or at which full vesting will
occur).  Each of the foregoing Performance Goals shall be determined,
to the extent applicable, in accordance with generally accepted accounting
principles and shall be subject to certification by the Committee; provided, that the
Committee shall have the authority to make equitable adjustments to the
Performance Goals in recognition of unusual or non-recurring events affecting
the Company or any Subsidiary or the financial statements of the Company or any
Subsidiary, in response to changes in applicable laws or regulations, or to
account for items of gain, loss, or expense determined to be extraordinary or
unusual in nature or infrequent in occurrence or related to the disposal of a
segment of business or related to a change in accounting principles provided
that the Committee’s decision as to whether such adjustments will be made with
respect to any Covered Employee, within the meaning of Section 162(m) of the
Code, is determined when the Performance Goals and targets are established for
the applicable performance period.

    


    (j)           “Subsidiary”
shall mean any company (other than the Company) in an unbroken chain of
companies beginning with the Company if, at the time of granting an Option, each
of the companies other than the last company in the unbroken chain owns stock or
equity interests (including partnership interests) possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock or
equity interests in one of the other companies in such chain.

    


    (k)           “Ten
Percent Stockholder” shall mean a Grantee who, at the time an Incentive Stock
Option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any Parent
or Subsidiary.

    


    (l)           “Retirement”
shall have the meaning set forth in the applicable Agreement and, in the absence
of such a definition in the Agreement, means retirement by an employee from
active employment with the Company or any Subsidiary (i) on or after attaining
age 65, or (ii) with the express consent, for the purposes of this Plan, of the
Committee or such officer of the Company as the Committee may designate from
time to time at or before the time of such retirement, from active employment
with the Company or any Subsidiary after age 55.

    


    3.           Administration.

    


    The Plan
shall be administered by the Committee, which will be comprised solely of
“Non-Employee Directors” within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or by the Board if for
any reason the Committee is not so comprised, in which case all references
herein to the Committee shall refer to the Board.

    


    The
Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options, SARs, and
Restricted Stock; to determine which Options shall constitute Incentive Stock
Options and which Options shall constitute Nonqualified Stock Options and
whether such Options will be accompanied by Stock Appreciation Rights; to
determine the purchase price of the shares of Common Stock covered by each
Option (the “Option Price”) and SARs and the kind of consideration payable (if
any) with respect to awards; to determine the period during which Options may be
exercised and during which Restricted Stock shall be subject to restrictions,
and whether in whole or in installments; to determine the persons to whom, and
the time or times at which awards shall be granted (such persons are referred to
herein as “Grantees”); to determine the number of shares to be covered by each
award; to determine the terms, conditions, and restrictions of any Performance
Goals and the number of Options, SARs, or shares of Restricted Stock subject
thereto; to interpret the Plan; to prescribe, amend, and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the
agreements (which need not be identical) entered into in connection with awards
granted under the Plan (the “Agreements”); to cancel or suspend awards, as
necessary; to modify, amend, extend or renew outstanding awards (provided
however, that, except as provided in Section 11 of the Plan, any
modification that would materially adversely affect any outstanding award shall
not be made without the consent of the Grantee); to correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any award in the
manner and to the extent the Committee shall deem it desirable to carry it into
effect; and to make all other determinations deemed necessary or advisable for
the administration of the Plan.

    


    The
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as it may deem advisable, and the Committee or any
person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan. All decisions, determinations, and
interpretations of the Committee shall be final and binding on all persons,
including the Company and Grantees of any awards under this Plan.

    


    The Board
shall fill all vacancies, however caused, in the Committee. The Board may from
time to time appoint additional members to the Committee, and may at any time
remove one or more Committee members and substitute others. One member of the
Committee shall be selected by the Board as chairman. The Committee shall hold
its meetings at such times and places as it shall deem advisable. All
determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at a meeting
or by written consent. The Committee may appoint a secretary and make such rules
and regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings.

    


    No
members of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any award granted
hereunder.  To the fullest extent permitted by law, the Company shall
indemnify each person made or threatened to be made a party to any civil or
criminal action or proceeding by reason of the fact that such person, or his or
her testator or intestate, is or was a member of the Committee.

    


    4.           Eligibility.

    


    Officers and employees of the Company
or any Subsidiary, and any other person providing key services to the Company or
any Subsidiary, shall be eligible to receive awards hereunder (excluding members
of the Committee and any person who serves only as a director). In determining
the persons to whom awards shall be granted and the number of shares to be
covered by each award, the Committee, in its sole discretion, shall take into
account the contribution by the eligible participants to the management, growth,
and profitability of the business of the Company and such other factors as the
Committee shall deem relevant.

    


    5.           Stock.

    


    The
maximum number of shares of Common Stock that may be issued with respect to
awards granted under the Plan shall be 7,500,000, subject to adjustment as
provided in Section
11 hereof.  Such shares may, in whole or in part, be authorized
but unissued shares or shares that shall have been or may be reacquired by the
Company.  No Grantees shall be eligible to receive awards relative to
shares of Common Stock which exceed 300,000 shares in any fiscal
year.

    


    If any
outstanding award under the Plan should, for any reason, expire or be canceled,
forfeited, or terminated, without having been exercised in full, the shares of
Common Stock allocable to the unexercised, canceled, forfeited, or terminated
portion of such award shall (unless the Plan shall have been terminated) become
available for subsequent grants of awards under the Plan.

    


    6.           Terms
and Conditions of Options.

    


    Each
Option granted pursuant to the Plan shall be evidenced by a written agreement
between the Company and the Grantee (the “Option Agreement”), in such form as
the Committee shall from time to time approve, which Option Agreement shall
comply with and be subject to the following terms and conditions:

    


    (a)           Number of Shares. Each Option
Agreement shall state the number of shares of Common Stock to which the Option
relates.

    


    (b)           Type of Option. Each Option
Agreement shall specifically state that the Option constitutes an Incentive
Stock Option or a Nonqualified Stock Option.  Incentive Stock Options
may be granted only to individuals who are employees of the Company or any
Subsidiary.

    


    (c)           Option Price. Each Option
Agreement shall state the Option Price, which shall not be less than one hundred
percent (100%) of the Fair Market Value of the shares of Common Stock covered by
the Option on the date of grant.  The Option Price shall be subject to
adjustment as provided in Section 11 hereof.
Unless otherwise stated in the resolution, the date on which the Committee
adopts a resolution expressly granting an Option shall be considered the day on
which such Option is granted.

    


    (d)           Medium and Time of Payment.
The Option Price shall be paid in full, at the time of exercise, as the Option
Agreement may provide, in cash or in shares of Common Stock having a Fair Market
Value equal to such Option Price, or in a combination of cash and Common Stock,
or in such other manner as the Committee shall determine.

    


    (e)           Term and Exercisability of
Options. Each Option shall be exercisable at such times and under such
conditions as the Committee, in its discretion, shall determine; provided,
however, that such exercise period shall not exceed ten (10) years from the date
of grant of such Option; and provided, further, that the Committee shall not
have the authority to accelerate the times at which an Option becomes
exercisable after the Option has been granted except with respect to Options for
the Excepted Shares or as otherwise provided in this Plan.  The
exercise period shall be subject to earlier termination as provided in Section 6(f)
hereof.  An Option may be exercised, as to any or all full shares of
Common Stock as to which the Option has become exercisable, by giving written
notice of such exercise to the Committee or its designated agent and making full
payment of the Option Price.

    


    (f)           Termination of
Employment

    


    (i)           Generally.  Except
as otherwise provided herein or in the Option Agreement, an Option may not be
exercised unless the Grantee is then in the service or employ of the Company or
a Parent or Subsidiary (or a company or a parent or subsidiary company of such
company issuing or assuming the Option in a transaction to which Section 424(a)
of the Code applies), and unless the Grantee has remained continuously so
employed since the date of grant of the Option.  Unless otherwise
determined by the Committee at or after the date of grant, in the event that the
employment or service of a Grantee terminates (other than by reason of death,
Disability, Retirement, or for Cause) all Options that are exercisable at the
time of such termination may be exercised for a period of 90 days from the date
of such termination or until the expiration of the stated term of the Option,
whichever period is shorter.  For purposes of interpreting this Section 6(f) only,
the service of a director as a non-employee member of the Board shall be deemed
to be employment by the Company.  If an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, such Option will thereafter be treated as a
Non-Qualified Stock Option.

    


    (ii)                      Death or
Disability.  Unless provided otherwise in the Option Agreement
if a Grantee dies while employed by the Company or a Parent or Subsidiary (or
within the period of extended exercisability otherwise provided herein), or if
the Grantee’s employment terminates by reason of Disability, all Options
theretofore granted to such Grantee will become fully vested and exercisable
(notwithstanding any terms of the Options providing for delayed exercisability)
and may be exercised by the Grantee, by the legal representative of the
Grantee’s estate, or by the legatee under the Grantee’s will at any time until
the expiration of the stated term of the Option.  If an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Option will thereafter be
treated as a Non-Qualified Stock Option.  In the event that an Option
granted hereunder is exercised by the legal representative of a deceased or
disabled Grantee, written notice of such exercise must be accompanied by a
certified copy of letters testamentary or equivalent proof of the right of such
legal representative or legatee to exercise such Option.

    


    (iii)                      Retirement.  Unless
provided otherwise in the Option Agreement, if a Grantee’s employment terminates
by reason of Retirement, any Option held by the Grantee may thereafter be
exercised, to the extent it was exercisable at the time of such Retirement or on
such accelerated basis as the Committee may determine at or after the date of
grant (but before the date of such Retirement), at any time until the expiration
of the stated term of the Option.  If an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, such Option will thereafter be treated as a
Non-Qualified Stock Option.

    


    (iv)                      Cause.  If a
Grantee’s employment terminates for Cause, the Option, to the extent not
theretofore exercised, shall terminate on the date of termination of
employment.

    


    (v)           Committee
Discretion.  Notwithstanding the provisions of subsections (i)
through (iv) above, the Committee may, in its sole discretion and solely with
respect to Options for the Excepted Shares, at or after the date of grant (but
before the date of termination), establish different terms and conditions
pertaining to the effect on any Option of termination of a Grantee’s employment,
to the extent permitted by applicable federal and state law.

    


    (g)           
[Reserved]

    


    (h)           Other Provisions. The Option
Agreements evidencing Options under the Plan shall contain such other terms and
conditions, not inconsistent with the Plan, as the Committee may
determine.

    


    7.           Nonqualified
Stock Options.

    


    Options
granted pursuant to this Section 7 are
intended to constitute Nonqualified Stock Options and shall be subject only to
the general terms and conditions specified in Section 6
hereof.

    


    8.           Incentive
Stock Options.

    


    Options
granted pursuant to this Section 8 are
intended to constitute Incentive Stock Options and shall be subject to the
following special terms and conditions, in addition to the general terms and
conditions specified in Section 6
hereof.

    


    (a)           Value of Shares. The
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of the shares of equity securities of the Company with
respect to which Incentive Stock Options granted under this Plan and all other
option plans of any Parent or Subsidiary become exercisable for the first time
by each Grantee during any calendar year shall not exceed $100,000. To the
extent such $100,000 limit has been exceeded with respect to any Options first
becoming exercisable, including acceleration upon a Change in Control, and
notwithstanding any statement in the Option Agreement that it constitutes an
Incentive Stock Option, the portion of such Option(s) that exceeds such $100,000
limit shall be treated as a Nonqualified Stock Option.

    


    (b)           Ten Percent Stockholder. In
the case of an Incentive Stock Option granted to a Ten Percent Stockholder, (i)
the Option Price shall not be less than one hundred ten percent (110%) of the
Fair Market Value of the shares of Common Stock on the date of grant of such
Incentive Stock Option, and (ii) the exercise period shall not exceed five (5)
years from the date of grant of such Incentive Stock Option.

    


    9.           Stock Appreciation
Rights.

    


    The
Committee is authorized to grant SARs to Grantees on the following terms and
conditions:

    


    (a)           In General.  Unless
the Committee determines otherwise, an SAR (i) granted in tandem with a
Nonqualified Stock Option may be granted at the time of grant of the related
Nonqualified Stock Option or at any time thereafter, and (ii) granted in tandem
with an Incentive Stock Option may only be granted at the time of grant of the
related Incentive Stock Option.  An SAR granted in tandem with an
Option shall be exercisable only to the extent the underlying Option is
exercisable and shall terminate when the underlying Option
terminates.  SARs may not have a term longer than ten (10)
years.

    


    (b)           SARs.  An SAR shall
confer on the Grantee a right to receive an amount with respect to each share
subject thereto, upon exercise thereof, equal to the excess of (i) the Fair
Market Value of one share of Common Stock on the date of exercise over (ii) the
grant price of the SAR (which in the case of an SAR granted in tandem with an
Option shall be equal to the exercise price of the underlying Option, and which
in the case of any other SAR shall be such price as the Committee may determine,
so long as such price is no less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the grant date).  SARs may
provide for settlement in cash, in shares of Common Stock, or in a combination
of cash and shares, as determined in the discretion of the
Committee.

    


    (c)           Performance
Goals.  The Committee may condition the exercise of any SAR
upon the attainment of specified Performance Goals, in its sole
discretion.

    


    10.           Restricted
Stock and Performance Awards.

    


    (a)           The
Committee may award shares of Restricted Stock to any eligible person so
determined by the Committee. Each award of Restricted Stock under the Plan shall
be evidenced by an instrument, in such form as the Committee shall from time to
time approve (the “Restricted Stock Agreement”), and shall comply with the
following terms and conditions (and with such other terms and conditions not
inconsistent with the terms of this Plan as the Committee, in its discretion,
shall establish including, without limitation, the requirement that a Grantee
provide consideration for Restricted Stock upon the lapse of
restrictions):

    


    (i)           The
Committee shall determine the number of shares of Common Stock to be issued to
the Grantee pursuant to the award.

    


    (ii)           Shares
of Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and
distribution, for such period as the Committee shall determine from the date on
which the award is granted (the “Restricted Period”). The Committee may impose
such other restrictions and conditions on the shares as it deems appropriate
including the satisfaction of Performance Goals. Certificates for shares of
stock issued pursuant to Restricted Stock awards shall bear an appropriate
legend referring to such restrictions, and any attempt to dispose of any such
shares of stock in contravention of such restrictions shall be null and void and
without effect. During the Restricted Period, such certificates shall be held in
escrow by an escrow agent appointed by the Committee. In determining the
Restricted Period of an award, the Committee may provide that the foregoing
restrictions lapse at such times, under such circumstances, and in such
installments, as the Committee may determine; provided, however, that other
than with respect to the awards relating to the Excepted Shares or as otherwise
provide in Section
11(c) with respect to a Change in Control, no Restricted Period shall
lapse earlier than (A) one year after the date of grant of the Restricted
Stock award if the Restricted Period’s lapsing is conditioned upon the
attainment of performance targets, or (B) proportionately over a three-year
period measured from the date of grant of the Restricted Stock award if the
Restricted Period’s lapsing is conditioned solely upon continued employment or
service for a specified period of time; and provided, further, that the
Committee may provide that the Restricted Period shall lapse in whole or in
part, notwithstanding the foregoing proviso, upon the Grantee’s death,
Disability, or Retirement.

    


    (iii)           Subject
to such exceptions as may be determined by the Committee consistent with Section 10(a)(ii), if
the Grantee’s continuous employment with the Company or any Parent or Subsidiary
shall terminate for any reason prior to the expiration of the Restricted Period
of an award, any shares remaining subject to restrictions  shall
thereupon be forfeited by the Grantee and transferred to, and reacquired by, the
Company or a Parent or Subsidiary at no cost to the Company or such Parent or
Subsidiary.

    


    (iv)           During
the Restricted Period the Grantee shall possess all incidents of ownership of
such shares, subject to Subsection (a)(ii) of this Section 10,
including the right to receive cash dividends with respect to such shares and to
vote such shares; provided, that shares
of Common Stock distributed in connection with a stock split or stock dividend
shall be subject to restriction and a risk of forfeiture to the same extent as
the Restricted Stock with respect to which such shares are
distributed.

    


    (v)           Upon
the occurrence of any of the events described in Section 11(c), all
restrictions then outstanding with respect to shares of Restricted Stock awarded
hereunder shall automatically expire and be of no further force or
effect.

    


    (vi)           Solely
with respect to the awards relating to the Excepted Shares, the Committee shall
have the authority (and the Restricted Stock Agreement may so provide) to cancel
all or any portion of any outstanding restrictions prior to the expiration of
the Restricted Period with respect to any or all of the shares of Restricted
Stock awarded on such terms and conditions as the Committee shall deem
appropriate.

    


    (vii)           If
and when the Restricted Period expires without a prior forfeiture of the
Restricted Stock subject to such Restricted Period, certificates for an
appropriate number of unrestricted shares shall be delivered to the Grantee
promptly.

    


    (b)           The
Committee may grant stock awards in a manner constituting “qualified
performance-based compensation” within the meaning of Section 162(m) of the
Code.  The grant of, or lapse of restrictions with respect to, such
performance-based stock awards shall be based upon one or more Performance Goals
and objective performance targets to be attained relative to those Performance
Goals, all as determined by the Committee.  Performance targets may
include minimum, maximum and target levels of performance, with the size of the
performance-based stock award or the lapse of restrictions with respect thereto
based on the level attained.  Stock awards that are granted upon
satisfaction of Performance Goals may be subject to further restrictions for a
Restricted Period or may be free of restrictions, as determined by the
Committee.

    


    11.           Effect
of Certain Changes.

    


    (a)           If
there is any change in the shares of Common Stock through the declaration of
extraordinary cash dividends, stock dividends, recapitalization, stock splits,
or combinations or exchanges of such shares, or other similar transactions, the
number of shares of Common Stock available for awards (both the maximum number
of shares issuable under the Plan as a whole and the maximum number of shares
issuable on a per-employee basis, each as set forth in Section 5 hereof),
the number of such shares covered by outstanding awards, the Performance Goals,
and the price per share of Options or SARs shall be proportionately adjusted by
the Committee to reflect such change in the issued shares of Common Stock; provided, that any
fractional shares resulting from such adjustment shall be eliminated; and provided, further,
that, with respect to Incentive Stock Options, such adjustment shall be made in
accordance with Section 424(h) of the Code.

    


    (b)           In
the event of the dissolution or liquidation of the Company; in the event of any
corporate separation or division, including but not limited to, split-up,
split-off or spin-off; or in the event of other similar transactions, the
Committee may, in its sole discretion, provide that either:

    


    (i)           the
Grantee of any award hereunder shall have the right to exercise an Option (at
its then Option Price) and receive such property, cash, securities, or any
combination thereof upon such exercise as would have been received with respect
to the number of shares of Common Stock for which such Option  might
have been exercised immediately prior to such dissolution, liquidation, or
corporate separation or division; or

    


    (ii)                      each
Option shall terminate as of a date to be fixed by the Committee and that
written notice of the date so fixed shall be given to each Grantee, who shall
have the right, within such period as may be specified by the Committee
preceding such termination, to exercise all or part of such Option.

    


    In the
event of a proposed sale of all or substantially all of the assets of the
Company or the merger of the Company with or into another corporation, any award
then outstanding shall be assumed or an equivalent award shall be substituted by
such successor corporation or a parent or subsidiary of such successor
corporation, unless such successor corporation does not agree to assume the
award or to substitute an equivalent award, as determined in the discretion of
the Committee, in which case the Committee shall, in lieu of such assumption or
substitution, provide for the realization of such outstanding awards in the
manner set forth in Section 11(b)(i) or
11(b)(ii)
above.

    


    (c)           If,
while any awards remain outstanding under the Plan, any of the following events
shall occur (which events shall constitute a “Change in Control” of the
Company):

    


    (i)           the
“beneficial ownership”, as defined in Rule 13d-3 under the Exchange Act, of
securities representing more than a majority of the combined voting power of the
Company are acquired by any “person” as defined in Sections 13(d) and 14(d) of
the Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, or (C) any
corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company);
or

    


    (ii)                      the
closing of a definitive agreement approved by the shareholders of the Company to
merge or consolidate the Company with or into another company (other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) a majority of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation), or to sell or otherwise dispose of all or
substantially all of its assets, or the liquidation or dissolution of the
Company; or

    


    (iii)                      during
any period of two consecutive years, individuals who at the beginning of such
period were members of the Board cease for any reason to constitute at least a
majority thereof (unless the election, or the nomination for election by the
Company’s shareholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period);

    


    then from
and after the date on which any such Change in Control shall have occurred (the
“Acceleration Date”), any Option, SAR, and share of Restricted Stock awarded
pursuant to this Plan shall be exercisable or otherwise nonforfeitable in full,
as applicable, whether or not otherwise exercisable or forfeitable.

    


    Following the Acceleration Date, (i)
the Committee shall, in the case of a merger, consolidation, or sale or
disposition of assets, promptly make an appropriate adjustment to the number and
class of shares of Common Stock available for awards, and to the amount and kind
of shares or other securities or property receivable upon exercise or other
realization of any outstanding awards after the effective date of such
transaction, and, if applicable, the price thereof, and (ii) the Committee may
in its discretion (unless proscribed with respect to certain Grantees), permit
the cancellation of outstanding Options, SARs, and Restricted Stock in exchange
for a cash payment in an amount equal to the Spread.  The term
"Spread" as used herein shall mean an amount equal to the product computed by
multiplying (i) the excess of (A) the highest Fair Market Value per share of
Common Stock during the sixty-day period preceding the Acceleration Date over
(B) the Option Price per share of Common Stock at which such Option, SAR, or
Restricted Stock is exercisable, by (ii) the number of shares of Common Stock
with respect to which the Option, SAR, or Restricted Stock is being
exercised.

    


    Notwithstanding
the foregoing, (i) with respect to any Incentive Stock Option (or an SAR
relating to an Incentive Stock Option), the Grantee may not receive a cash
payment in excess of the maximum amount that will enable such option to continue
to qualify as an Incentive Stock Option

    


    (d)           In
the event of a change in the Common Stock of the Company as presently
constituted that is limited to a change of all of its authorized shares of
Common Stock into the same number of shares with a different par value or
without par value, the shares resulting from any such change shall be deemed to
be the Common Stock within the meaning of the Plan.

    


    (e)           Except
as herein before expressly provided in this Section 11, the
Grantee of an award hereunder shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another company; and any issue by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
an award. The grant of an award pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or
to consolidate or to dissolve, liquidate, or sell, or transfer all or part of
its business or assets or engage in any similar transactions.

    


    12.           Compliance
with Securities Laws; Listing and Registration.

    


    If at any time the Committee determines
that the delivery of Common Stock under the Plan is or may be unlawful under the
laws of any applicable jurisdiction, or Federal, state or foreign securities
laws, the right to exercise an award or receive shares of Common Stock pursuant
to an award shall be suspended until the Committee determines that such delivery
is lawful.  If at any time the Committee determines that the delivery
of Common Stock under the Plan is or may violate the rules of the national
exchange on which the shares are then listed for trade, the right to exercise an
award or receive shares of Common Stock pursuant to an award shall be suspended
until the Committee determines that such delivery would not violate such
rules.  The Company shall have no obligation to effect any
registration or qualification of the Common Stock under Federal, state or
foreign laws.

    


    The Company may require that a Grantee,
as a condition to exercise of an award, and as a condition to the delivery of
any share certificate, make such written representations (including
representations to the effect that such person will not dispose of the Common
Stock so acquired in violation of Federal, state or foreign securities laws) and
furnish such information as may, in the opinion of counsel for the Company, be
appropriate to permit the Company to issue the Common Stock in compliance with
applicable Federal, state or foreign securities laws.  The stock
certificates for any shares of Common Stock issued pursuant to this Plan may
bear a legend restricting transferability of the shares of Common Stock unless
such shares are registered or an exemption from registration is available under
the Securities Act of 1933, as amended, and applicable state or foreign
securities laws.

    


    13.           Period
During Which Awards May Be Granted.

    


    Awards
may be granted pursuant to the Plan from time to time prior to March 1, 2018 or
the earlier termination of the Plan by the Board or Committee, provided that
awards granted prior to such date or termination may have a term that extends
beyond such date or termination.

    


    14.           Limits
on Transferability of Awards.

    


    Awards of
Incentive Stock Options (and any SAR related thereto) shall not be transferable
otherwise than by will or by the laws of descent and distribution, and all
Incentive Stock Options are exercisable during the Grantee’s lifetime only by
the Grantee. Except as otherwise provided by Rule 12h-1 of the Securities
Exchange Act of 1934, as amended, awards of Nonqualified Stock Options (and any
SAR related thereto) shall not be transferable other than by will or by the laws
of descent and distribution, or, with the prior written consent of the
Committee,  by a Grantee to a member of his or her Immediate Family,
or to a trust for the benefit of the Grantee or a member of his or her Immediate
Family.  Awards of Restricted Stock shall be transferable only to the
extent set forth in the Restricted Stock Agreement.

    


    15.           Effective
Date of Plan.

    


    The Plan
initially became effective on February 5, 1999.  It was then amended
and restated with stockholder approval, effective as of May 12,
2008.  Having been subsequently amended, the Plan is further amended
and restated, as set forth herein, which amendment does not require shareholder
approval, and is effective, as so amended, upon the date approved by the Board
or Committee.

    


    16.           Agreement
by Grantee Regarding Withholding Taxes.

    


    If the Committee shall so require, as a
condition of exercise of an Option or SAR or other realization of an award, each
Grantee shall agree that no later than the date of exercise or other realization
of an award granted hereunder, the Grantee will pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any federal,
state, or local taxes of any kind required by law to be withheld upon the
exercise of an Option or other realization of an award. Alternatively, the
Committee may provide that a Grantee may elect, to the extent permitted or
required by law, to have the Company deduct federal, state, and local taxes of
any kind required by law to be withheld upon the exercise of an Option or
realization of any award from any payment of any kind due to the
Grantee.  The Committee may, in its sole discretion, permit
withholding obligations to be satisfied in shares of Common Stock subject to the
award provided
that the shares withheld or surrendered to the Company shall not have a Fair
Market Value in excess of the amount necessary to satisfy the statutory minimum
withholding amount due.

    


    17.           Amendment
and Termination of the Plan.

    


    The Board
or Committee at any time and from time to time may suspend, terminate, modify,
or amend the Plan without shareholder approval to the fullest extent permitted
by the Exchange Act and the rules and regulations thereunder and the rules of
the principal securities exchange upon which the shares of Common Stock are
listed for trade; provided, however, that no suspension, termination,
modification, or amendment of the Plan may adversely affect any award previously
granted hereunder, unless the written consent of the Grantee is
obtained.  Except as otherwise determined by the Board or Committee,
termination of the Plan shall not affect the Committee’s ability to exercise the
powers granted to it hereunder with respect to awards granted under the Plan
prior to the date of such termination.

    


    18.           Rights
as a Shareholder.

    


    Except as
provided in Section
10(d) hereof, a Grantee or a transferee of an award shall have no rights
as a shareholder with respect to any shares covered by the award until the date
of the issuance of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities, or other property) or distribution of other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in Section
11 hereof.

    


    19.           No
Rights to Employment.

    


    Nothing
in the Plan or in any award granted or Agreement entered into pursuant hereto
shall confer upon any Grantee the right to continue in the employ or service of
the Company or any subsidiary or to be entitled to any remuneration or benefits
not set forth in the Plan or such Agreement or to interfere with or limit in any
way the right of the Company or any such subsidiary to terminate such Grantee’s
employment or service at any time with or without cause or notice and whether or
not such termination results in (i) the failure of any award to vest;
(ii) the forfeiture of any unvested or vested portion of any award; and/or
(iii) any other adverse effect on the individual’s interests under the
Plan.  Awards granted under the Plan shall not be affected by any
change in duties or position of a Grantee as long as such Grantee continues in
the employ of the Company or any Subsidiary.

    


    20.           Beneficiary.

    


    A Grantee
may file with the Committee a written designation of a beneficiary on such form
as may be prescribed by the Committee and may, from time to time, amend or
revoke such designation. If no designated beneficiary survives the Grantee, the
executor or administrator of the Grantee’s estate shall be deemed to be the
Grantee’s beneficiary.

    


    21.           Unfunded
Status of Plan.

    


    The Plan
is intended to constitute an “unfunded” plan for incentive and deferred
compensation.  With respect to any payments not yet made to a Grantee
by the Company, nothing contained herein shall give any such Grantee any rights
that are greater than those of a general creditor of the Company.  In
its sole discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Common
Stock or payments in lieu of or with respect to awards hereunder; provided,
however, that, unless the Committee otherwise determines with the consent of the
affected participant, the existence of such trusts or other arrangements is
consistent with the “unfunded” status of the Plan.

    


    22.           Governing
Law.

    


    The Plan
and all determinations made and actions taken pursuant hereto shall be governed
by the laws of the State of Tennessee without regard to its conflict of laws
principles.

    


    23.           Section
409A Compliance.

    


    The Plan
and all awards granted under the Plan are intended to comply with, or otherwise
be exempt from, Section 409A of the Code.  No Option or SAR granted
under the Plan shall be construed as including any feature for the deferral of
compensation other than the deferral of recognition of income until the exercise
of the Option or SAR.  Should any provision of the Plan or any
Agreement be found not to comply with, or otherwise be exempt from, Section 409A
of the Code, that provision may be modified and given effect, in the sole
discretion of the Committee and without requiring the consent of any Grantee, in
such manner as the Committee determines to be necessary or appropriate to comply
with, or to effectuate an exemption from, Section 409A of the
Code.  The foregoing, however, shall not be construed as a guarantee
by the Company of any particular tax effect to any Grantee.