Contract

EXHIBIT 10.1 (Restated for SEC electronic filing purposes only) CIVITAS BANKGROUP, INC. 1998 STOCK OPTION PLANSECTION 1. PURPOSE; DEFINITIONS. The purpose of the Civitas BankGroup, Inc. 1998 Stock Option Plan (the”Plan”) is to enable Civitas BankGroup, Inc. (the “Corporation”) to attract,retain and reward officers, directors, and key employees of the Corporation andits Subsidiaries and Affiliates and to strengthen the mutuality of interestsbetween such persons by awarding them stock options. The creation of the Planshall not diminish or prejudice other compensation programs approved from timeto time by the Board. For purposes of the Plan, the following terms shall be defined as setforth below: A. “Affiliate” means any entity other than the Corporation and itsSubsidiaries that is designated by the Board as a participating employer underthe Plan, provided that the Corporation directly or indirectly owns at least 20%of the combined voting power of all classes of stock of such entity or at least20% of the ownership interests in such entity. B. “Board” means the Board of Directors of the Corporation. C. “Cause” has the meaning provided in Section 5 of the Plan. D. “Change in Control” has the meaning provided in Section 6 of the Plan. E. “Change in Control Price” has the meaning provided in Section 6(d) ofthe Plan. F. “Common Stock” means the Corporation’s Common Stock. G. “Code” means the Internal Revenue Code of 1986, as amended from time totime, and any successor thereto. H. “Committee” means the Committee referred to in Section 2 of the Plan. I. “Corporation” means Civitas BankGroup, Inc., a corporation organizedunder the laws of the State of Tennessee or any successor corporation. J. “Disability” means disability as determined under the Corporation’sgroup long term disability insurance program for each respective optionee. K. “Early Retirement” means retirement, for purposes of this Plan with theexpress consent of the Corporation at or before the time of such retirement,from active employment withthe Corporation and any Subsidiary or Affiliate prior to age 65, in accordancewith any applicable early retirement policy of the Corporation then in effect oras may be approved by the Committee. L. “Effective Date” has the meaning provided in Section 10 of the Plan. M. “Exchange Act” means the Securities Exchange Act of 1934, as amendedfrom time to time, and any successor thereto. N. “Fair Market Value” means with respect to the Common Stock, as of anygiven date or dates, unless otherwise determined by the Committee in good faith,the reported closing price of a share of Common Stock on the Nasdaq Stock Marketor, if no such price is available, the average of the closing bid and askedprices quoted (by electronic bulletin board, “pink sheets” or other recognizedquotation) in the over-the-counter market for the Common Stock, or, if no suchprice is available on such date, the fair market value of a share of CommonStock as determined by the Committee in good faith. O. “Incentive Stock Option” means any Stock Option intended to be anddesignated as an “Incentive Stock Option” within the meaning of Section 422 ofthe Code. P. “Immediate Family” means 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 includeadoptive relationships. Q. “Non-Employee Director” means a member of the Board who is aNon-Employee Director with the meaning of Rule 16b-3(b)(3) promulgated under theExchange Act and an outside director within the meaning of Treasury RegulationSec. 162-27(e)(3) promulgated under the Code. R. “Non-Qualified Stock Option” means any Stock Option that is not anIncentive Stock Option. S. “Normal Retirement” means retirement from active employment with theCorporation and any Subsidiary or Affiliate on or after age 65. T. “Plan” means this Cumberland Bancorp, Inc. 1998 Stock Option Plan, asamended from time to time. U. “Retirement” means Normal or Early Retirement. V. “Section 162(m) Maximum” has the meaning provided in Section 3(a)hereof. W. “Stock Option” or “Option” means any option to purchase shares ofCommon Stock granted pursuant to Section 5 below. X. “Subsidiary” means any corporation (other than the Corporation) in anunbroken chain of corporations beginning with the Corporation if each of thecorporations (other than the last corporation in the unbroken chain) owns stockpossessing 50% or more of the totalcombined voting power of all classes of stock in one of the other corporationsin the chain.SECTION 2. ADMINISTRATION. The Plan shall be administered by a Committee of not less than twoNon-Employee Directors, who shall be appointed by the Board and who shall serveat the pleasure of the Board. The functions of the Committee specified in thePlan may be exercised by an existing Committee of the Board composed exclusivelyof Non-Employee Directors. The Plan shall be initially administered by theBoard. In the event that there are not at least two Non-Employee Directors onthe Committee, the Plan shall be administered by the Board and all referencesherein to the Committee shall refer to the Board. The Committee shall have authority to recommend to the Board grants ofStock Options, pursuant to the terms of the Plan, to officers and other keyemployees. The Board shall have the authority to accept or reject theCommittee’s recommendations. In particular, the Committee shall have the authority, consistent with theterms of the Plan and upon approval by the Board. (a) to select the officers and key employees to whom Stock Options may from time to time be granted hereunder; (b) to determine whether and to what extent Incentive Stock Options or Non-Qualified Stock Options, or any combination thereof, are to be granted hereunder to one or more eligible persons; (c) to determine the number of shares to be covered by each such award granted hereunder; (d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, the share price and any restriction or limitation, or any vesting acceleration or waiver of forfeiture restrictions regarding any Stock Option and/or the shares of Common Stock relating thereto, based in each case on such factors as the Committee shall determine, in its sole discretion); and to amend or waive any such terms and conditions to the extent permitted by Section 6 hereof; (e) to determine whether and under what circumstances a Stock Option may be settled in cash under Section 5(l), instead of Common Stock; (f) to determine whether to require payment withholding requirements in shares of Common Stock; and (g) to impose any holding period required to satisfy Section 16 under the Exchange Act. The Committee shall report any recommendations it makes concerning thegrant of Stock Options to the Board, who may approve, amend or reject any suchCommittee recommendations;provided, that the Board shall not have the authority to grant any Stock Optionunder any condition that has not been approved by the Committee. The Committee may adopt, alter, and repeal such rules, guidelines, andpractices governing the Plan as it shall, from time to time, deem advisable,subject to Board approval. The Committee shall have the authority to interpret the terms andprovisions of the Plan and any award issued under the Plan (and any agreementsrelating thereto), and to otherwise supervise the administration of the Plan. All decisions made by the Committee pursuant to the provisions of the Planshall be made subject to the review of the Board. Decisions of the Board shallbe final and binding on all persons, including the Corporation and Planparticipants. The Board may elect to delegate some or all of its authoritygranted herein, except the authority given to the Board under Section 7, to theCommittee.SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN. (a) The aggregate number of shares of Common Stock that may be issued under the Plan shall be 4,000,000 shares. The shares of Common Stock issuable under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. No officer of the Corporation or other person whose compensation may be subject to the limitations on deductibility under Section 162(m) of the Code shall be eligible to receive awards pursuant to this Plan relating to in excess of 100,000 shares of Common Stock in any fiscal year (the “Section 162(m) Maximum”). (b) If any shares of Common Stock that have been optioned cease to be subject to a Stock Option, such shares shall again be available for distribution in connection with future awards under the Plan. (c) In the event of any merger, reorganization, consolidation, recapitalization, extraordinary cash dividend, stock dividend, stock split or other change in corporate structure affecting the Common Stock, an appropriate substitution or adjustment shall be made in the maximum number and kind of shares that may be awarded under the Plan, in the number and option price of shares subject to outstanding Options granted under the Plan and in the Section 162(m) Maximum as may be determined to be appropriate by the Committee, in its discretion with the approval of the Board, provided that the number of shares subject to any award shall always be a whole number.SECTION 4. ELIGIBILITY. Officers, directors, and other key employees of the Company and itsSubsidiaries and Affiliates who are responsible for or contribute to themanagement, growth and/or profitability of the business of the Corporationand/or its Subsidiaries and Affiliates are eligible to be granted awards underthe Plan.SECTION 5. STOCK OPTIONS. Stock Options may be granted alone, in addition to, or in tandem with cashawards made outside of the Plan. Any Stock Option granted under the Plan shallbe in such form as the Committee and the Board may from time to time approve. Stock Options granted under the Plan may be of two types: (i) IncentiveStock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options maybe granted only to individuals who are employees of the Company or anySubsidiary of the Company. The Committee, subject to Board ratification, shall have the authority togrant to any optionee Incentive Stock Options, Non-Qualified Stock Options, orboth types of Stock Options. Options granted to officers and key employees under the Plan shall besubject to the following terms and conditions and shall contain such additionalterms and conditions, not inconsistent with the terms of the Plan, as theCommittee, or the Board as the case may be, shall deem desirable. All decisionsmade by the Committee under this Section 5 are subject to Board ratification asdescribed in Section 2. (a) Option Price. The option price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant but shall be not less than 100% (or, in the case of any employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or of any of its Subsidiaries, not less than 110%) of the Fair Market Value of the Common Stock at grant, in the case of Incentive Stock Options, and not less than 50% of the Fair Market Value of the Common Stock at grant, in the case of Non-Qualified Stock Options. (b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than ten years (or, in the case of an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or any of its Subsidiaries or parent corporations, more than five years) after the date the Option is granted. (c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at or after grant; provided, however, that except as provided in Section 5(g) and (h), and Section 6, unless otherwise determined by the Committee at or after grant, no Stock Option shall be exercisable prior to the first anniversary date of the granting of the Option. The Committee may provide that a Stock Option shall vest over a period of future service at a rate specified at the time of grant, or that the Stock Option is exercisable only in installments. If the Committee provides that any Stock Option is exercisable only in installments, the Board may waive such installment exercise provisions at any time at or after grant, in whole or in part, based on such factors as the Committee shall determine in its sole discretion. (d) Method of Exercise. Subject to whatever installment exercise restrictions apply under Section 5(c), Stock Options may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Corporation specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price, either by check, note, or such other instrument as the Committee may accept, by submission of an executed Subscription Agreement in a form, and as, determined by the Committee, and by payment of all amounts the Corporation is required to withhold under federal, state, and local law that the Committee shall require. Unless the Committee shall decide otherwise at or after grant, an optionee shall not have the rights to dividends or other rights of a shareholder with respect to shares subject to the Option unless and until the Corporation has issued certificates representing such shares to the optionees. (e) Transferability of Options. No Non-Qualified Stock Option shall be transferable by the optionee without the prior written consent of the Board other than (i) transfers by the Optionee to a member of his or her Immediate Family or a trust for the benefit of the optionee or a member of his or her Immediate Family, or (ii) transfers by will or by the laws of descent and distribution. No Incentive Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution and all Incentive Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee. (f) Bonus for Taxes. In the case of a Non-Qualified Stock Option or an optionee who elects to make a disqualifying disposition (as defined in Section 422(a)(1) of the Code) of Common Stock acquired pursuant to the exercise of an Incentive Stock Option, the Committee may award at the time of grant or thereafter the right to receive upon exercise of such Stock Option a cash bonus calculated to pay part or all of the federal and state, if any, income tax incurred by the optionee upon such exercise. (g) Termination by Death. Subject to Section 5(k), if an optionee’s employment by the Corporation and any Subsidiary or (except in the case of an Incentive Stock Option) Affiliate terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised, to the extent such option was exercisable at the time of death or (except in the case of an Incentive Stock Option) on such accelerated basis as the Committee may determine at or after grant (or except in the case of an Incentive Stock Option, as may be determined in accordance with procedures established by the Committee) by the legal representative of the estate or by the legatee of the optionee under the will of the optionee, for a period of one year (or such other period as the Committee may specify at or after grant) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. (h) Termination by Reason of Disability. Subject to Section 5(k), if an optionee’s employment by the Corporation and any Subsidiary or (except in the case of an Incentive Stock Option) Affiliate terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination or (except in the case of an Incentive Stock Option) on such accelerated basis as the Committee may determine at or after grant (or, except in the case of an Incentive Stock Option, as may be determined in accordance with procedures established by the Committee), for a period of (i) three years (or such other period as the Committee may specify at or after grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter, in the case of a Non-Qualified Stock Option and (ii) one year from the date of termination of employment or until the expiration of the stated term of such Stock Option, whichever period is shorter, in the case of an Incentive Stock Option; provided however, that, if the optionee dies within the period specified in (i) above (or other such period as the Committee shall specify at or after grant), any unexercised Non-Qualified Stock Option held by such optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of twelve months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise period applicable to Incentive Stock Options, but before the expiration of any period that would apply if such Stock Option were a Non-Qualified Stock Option, such Stock Option will thereafter be treated as a Non-Qualified Stock Option. (i) Termination by Reason of Retirement. Subject to Section 5(k), if an optionee’s employment by the Corporation and any Subsidiary or (except in the case of an Incentive Stock Option) Affiliate terminates by reason of Normal or Early Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Retirement or (except in the case of an Incentive Stock Option) on such accelerated basis as the Committee may determine at or after grant (or, except in the case of an Incentive Stock Option, as may be determined in accordance with procedures established by the Committee), for a period of (i) three years (or such other period as the Committee may specify at or after grant) from the date of such termination of employment or the expiration of the stated term of such Stock Option, whichever period is the shorter, in the case of a Non-Qualified Stock Option and (ii) three months from the date of such termination of employment or the expiration of the stated term of such Stock Option, whichever period is the shorter, in the event of an Incentive Stock Option; provided however, that, if the optionee dies within the period specified in (i) above (or other such period as the Committee shall specify at or after grant), any unexercised Non-Qualified Stock Option held by such optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of twelve months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise period applicable to Incentive Stock Options, but before the expiration of the period that would apply if such Stock Option were a Non-Qualified Stock Option, the option will thereafter be treated as a Non-Qualified Stock Option. (j) Other Termination. Subject to Section 5(k), unless otherwise determined by the Committee or the Board (or pursuant to procedures established by the Committee) at or (except in the case of an Incentive Stock Option) after grant, if an optionee’s employment by the Corporation and any Subsidiary or (except in the case of an Incentive Stock Option) Affiliate is involuntarily terminated for any reason other than death, Disability or Normal or Early Retirement, the Stock Option shall thereupon terminate, except that such Stock Option may be exercised, to the extent otherwise then exercisable, for the lesser of three months or the balance of such Stock Option’s term if the involuntary termination is without Cause. For purposes of this Plan, “Cause” means (i) a felony conviction of a participant or the failure of a participant to contest prosecution for a felony, or (ii) a participant’s willful misconduct or dishonesty, which is directly and materially harmful to the business or reputation of the Corporation or any Subsidiary or Affiliate. If an optionee voluntarily terminates employment with the Corporation and any Subsidiary or (except in the case of an Incentive Stock Option) Affiliate (except for Disability, Normal or Early Retirement), the Stock Option shall thereupon terminate; provided, however, that the Committee at grant or (except in the case of an Incentive Stock Option) thereafter may extend the exercise period in this situation for the lesser of three months or the balance of such Stock Option’s term. (k) Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended, or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the optionee(s) affected, to disqualify any Incentive Stock Option under such Section 422. No Incentive Stock Option shall be granted to any participant under the Plan if such grant would cause the aggregate Fair Market Value (as of the date the Incentive Stock Option is granted) of the Common Stock with respect to which all Incentive Stock Options are exercisable for the first time by such participant during any calendar year (under all such plans of the Company and any Subsidiary) to exceed $100,000. To the extent permitted under Section 422 of the Code or the applicable regulations thereunder or any applicable Internal Revenue Service pronouncement: (i) if (x) a participant’s employment is terminated by reason of death, Disability, or Retirement and (y) the portion of any Incentive Stock Option that is otherwise exercisable during the post-termination period specified under Section 5(g), (h) or (i), applied without regard to the $100,000 limitation contained in Section 422(d) of the Code, is greater than the portion of such Option that is immediately exercisable as an “Incentive Stock Option” during such post-termination period under Section 422, such excess shall be treated as a Non-Qualified Stock Option; and (ii) if the exercise of an Incentive Stock Option is accelerated by reason of a Change in Control, any portion of such Option that is not exercisable as an Incentive Stock Option by reason of the $100,000 limitation contained in Section 422(d) of the Code shall be treated as a Non-Qualified Stock Option. (l) Buyout Provisions. The Committee may at any time offer to buy out for a payment in cash or Common Stock an Option previously granted, based on such terms and conditions as the Board shall establish and communicate to the optionee at the time that such offer is made. (m) Performance and Other Conditions. The Committee may condition the exercise of any Option upon the attainment of specified performance goals or other factors as the Committee may determine, in its sole discretion. Unless specifically provided in the option agreement, any such conditional Option shall vest immediately prior to its expiration if the conditions to exercise have not theretofore been satisfied.SECTION 6. CHANGE IN CONTROL PROVISIONS. (a) Impact of Event. In the event of: (1) a “Change in Control” as defined in Section 6(b); or (2) a “Potential Change in Control” as defined in Section 6(c), but only if and to the extent so determined by the Committee and the Board, at or after grant (subject to any right of approval expressly reserved by the Committee or the Board at the time of such determination), (i) Subject to the limitations set forth below in this Section 6(a), any Stock Option awarded under the Plan not previously exercisable and vested shall become fully exercisable and vested. (ii) Subject to the limitations set forth below in this Section 6(a), the value of all outstanding Stock Options and Outside Director Options, in each case to the extent vested, shall, unless otherwise determined by the Board or the Committee in its sole discretion prior to any Change in Control, be cashed out on the basis of the “Change in Control Price” as defined in Section 6(d) as of the date such Change in Control or such Potential Change in Control is determined to have occurred or such other date as the Board or Committee may determine prior to the Change in Control. (iii) The Board or the Committee may impose additional conditions on the acceleration or valuation of any award in the award agreement. (b) Definition of Change in Control. For purposes of Section 6(a), a “Change in Control” means the happening of any of the following: (i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Corporation or a wholly-owned subsidiary thereof or any employee benefit plan of the Corporation or any of its Subsidiaries, becomes the beneficial owner of the Corporation’s securities having 50% or more of the combined voting power of the then outstanding securities of the Corporation that may be cast for the election of directors of the Corporation (other than as a result of an issuance of securities initiated by the Corporation in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Corporation or any successor corporation or entity entitled to vote generally in the election of the directors of the Corporation or such other corporation or entity after such transaction are held in the aggregate by the holders of the Corporation’s securities entitled to vote generally in the election of directors of the Corporation immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Corporation’s shareholders, of each director of the Corporation first elected during such period was approved by a vote of at least two-thirds of the directors of the Corporation then still in office who were directors of the Corporation at the beginning of any such period. (c) Definition of Potential Change in Control. For purposes of Section 6(a), a “Potential Change in Control” means the happening of any one of the following: (i) The approval by shareholders of an agreement by the Corporation, the consummation of which would result in a Change in Control of the Corporation as defined in Section 6(b); or (ii) The acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than the Corporation or a Subsidiary or any Corporation employee benefit plan (including any trustee of such plan acting as such trustee)) of securities of the Corporation representing 5% or more of the combined voting power of the Corporation’s outstanding securities and the adoption by the Board of a resolution to the effect that a Potential Change in Control of the Corporation has occurred for purposes of this Plan. (d) Change in Control Price. For purposes of this Section 6, “Change in Control Price” means the highest price per share paid in any transaction reported on the Nasdaq stock market or such other exchange or market as is the principal trading market for the Common Stock, or paid or offered in any bona fide transaction related to a Potential or actual Change in Control of the Corporation at any time during the 60 day period immediately preceding the occurrence of the Change in Control (or, where applicable, the occurrence of the Potential Change in Control event), in each case as determined by the Committee and the Board except that, in the case of Incentive Stock Options such price shall be based only on transactions reported for the date on which the optionee exercises such Stock Options or, where applicable, the date on which a cash out occurs under Section 6(a)(ii).SECTION 7. AMENDMENTS AND TERMINATION. The Board may at any time amend, alter or discontinue the Plan; provided,however, that, without the approval of the Corporation’s shareholders, noamendment or alteration may be madewhich would (a) except as a result of the provisions of Section 3(c) of thePlan, increase the maximum number of shares that may be issued under the Plan orincrease the Section 162(m) Maximum, (b) change the provisions governingIncentive Stock Options except as required or permitted under the provisionsgoverning incentive stock options under the Code, or (c) make any change forwhich applicable law or regulatory authority (including the regulatory authorityof the “NASDAQ” or any other market or exchange on which the Common Stock istraded) would require shareholder approval or for which shareholder approvalwould be required to secure full deductibility of compensation received underthe Plan under Section 162(m) of the Code. No amendment, alteration, ordiscontinuation shall be made which would impair the rights of an optionee orparticipant under a Stock Option theretofore granted, without the participant’sconsent. The Committee may amend the terms of any Stock Option or other awardtheretofore granted, prospectively or retroactively, subject to Boardratification, but, subject to Section 3 above, no such amendment shall impairthe rights of any holder without the holder’s consent. The Committee may alsosubstitute new Stock Options for previously granted Stock Options (on a one forone or other basis), including previously granted Stock Options having higheroption exercise prices. Solely for purposes of computing the Section 162(m)Maximum, if any Stock Options previously granted to a participant are canceledand new Stock Options having a lower exercise price or other more favorableterms for the participant are substituted in their place, both the initial StockOptions and the replacement Stock Options will be deemed to be outstanding(although the canceled Stock Options will not be exercisable or deemedoutstanding for any other purpose).SECTION 8. UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an “unfunded” plan for incentive anddeferred compensation. With respect to any payments not yet made to aparticipant or optionee by the Corporation, nothing contained herein shall giveany such participant or optionee any rights that are greater than those of ageneral creditor of the Corporation. In its sole discretion, the Committee andthe Board may authorize the creation of trusts or other arrangements to meet theobligations created under the Plan to deliver Common Stock or payments in lieuof; provided, however, that, unless the Committee and the Board otherwisedetermines with the consent of the affected participant, the existence of suchtrusts or other arrangements is consistent with the “unfunded” status of thePlan.SECTION 9. GENERAL PROVISIONS. (a) The Committee may require each person purchasing shares pursuant to a Stock Option to represent to and agree with the Corporation in writing that the optionee or participant is acquiring the shares without a view to distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for shares of Common Stock or other securities delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Commission, any stock exchange upon which the Common Stock is then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (b) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. (c) The adoption of the Plan shall not confer upon any employee of the Corporation or any Subsidiary or Affiliate any right to continued employment with the Corporation or a Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way with the right of the Corporation or a Subsidiary or Affiliate to terminate the employment of any of its employees at any time. (d) No later than the date as of which an amount first becomes includible in the gross income of the participant for Federal income tax purposes with respect to any award under the Plan, the participant shall pay to the Corporation, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. The Committee may require withholding obligations to be settled with Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements and the Corporation and its Subsidiaries or Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. (e) The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Tennessee. (f) The members of the Committee and the Board shall not be liable to any employee or other person with respect to any determination made hereunder in a manner that is not inconsistent with their legal obligations as members of the Board. In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee and the Board shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee or Board member is liable for negligence or misconduct in the performance of his duties; provided that within 60 days after institution of any such action, suit or proceeding, the Committee or Board member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same. (g) In addition to any other restrictions on transfer that may be applicable under the terms of this Plan or the applicable award agreement, no Stock Option issued under this Plan is transferable by the participant without the prior written consent of the Board, or the Committee if so delegated, other than (i) transfers by an optionee to a member of his or her Immediate Family or a trust for the benefit of the optionee or a member of his or her Immediate Family or (ii) transfers by will or by the laws of descent and distribution. The designation of a beneficiary will not constitute a transfer. (h) The Committee, subject to Board ratification, may, at or after grant, condition the receipt of any payment in respect of any award or the transfer of any shares subject to an award on the satisfaction of a six-month holding period, if such holding period is required for compliance with Section 16 under the Exchange Act.SECTION 10. [INTENTIONALLY OMITTED]SECTION 11. EFFECTIVE DATE OF PLAN; CONNECTION WITH PRIOR OPTIONS. The Plan shall be effective on the date it is approved by the Board of theCorporation and shall govern, but shall not limit any terms or provisions underagreements for, options granted on or after March 1, 1998 under the Plan.SECTION 12. TERM OF PLAN. No Stock Option shall be granted pursuant to the Plan on or after thetenth anniversary of the Effective Date of the Plan, but awards granted prior tosuch tenth anniversary may be extended beyond that date.