Acknowledgements. The Company and Participant agree that the Option is granted under and governed by the Notice, the Plan and this Agreement, which incorporates the Plan and the Notice by reference. Participants acknowledges having received copies of and carefully read the Plan, the Plan prospectus, the Notice and this Agreement, and confirms Participant fully understands all provisions of such documents. Participant has had an opportunity to obtain the advice of counsel prior to executing the Notice, and hereby accepts the Option subject to all of the terms and conditions set forth in the Notice, this Agreement and the Plan.

Acknowledgements. The Grantee acknowledges that the Grantee # has received a copy of the Plan, # has had an opportunity to review the terms of this Agreement and the Plan, # understands the terms and conditions of this Agreement and the Plan and # agrees to such terms and conditions.

Acknowledgements. The Employee acknowledges and agrees that he has and will have a prominent role in the development of the goodwill of the Company and its affiliates, and has and will establish and develop relations and contacts with the principal business relationships of the Company and its affiliates in the State of Alabama and beyond, all of which constitute valuable goodwill of, and could be used by the Employee to compete unfairly with, the Company and its affiliates and that # in the course of the Employee’s employment, the Employee will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates that could be used to compete unfairly with the Company and its affiliates; # the covenants and restrictions contained in this Section 4 are intended to protect the legitimate interests of the Company and its affiliates and their respective goodwill, trade secrets and other confidential and proprietary information; # the Employee desires to be bound by such covenants and restrictions; and # the Employee agrees that the covenants in this Section 4 are reasonable with respect to their duration, geographical area and scope.

Acknowledgements. Executive acknowledges and agrees that the restrictions set forth in Sections 6(a), 6(c), 6(d), and 6(e) are appropriate and reasonable, in view of the nature of the Company’s and its Affiliates’ businesses and Executive’s employment with the Company and knowledge of the business, and that if this Agreement is enforced according to its terms, Executive shall be able to earn a reasonable living in commercial activities unrelated to the business satisfactory to Executive. Executive further covenants that Executive shall not initiate any challenge to the reasonableness or enforceability of any of the restrictions set forth in Sections 6(a), 6(c), 6(d), and 6(e). In the event that any such restrictions are held by any court or arbitrator of competent jurisdiction to be in any respect unreasonable, the courts or arbitrators so holding may limit the territory to which it pertains or the period of time in which it operates, or effect any other change to the extent necessary to make it enforceable. The remaining provisions shall not be affected, but shall, subject to the discretion of such court or arbitrator, remain in full force and effect and any invalid or unenforceable provision shall be deemed (without further action on the part of the parties hereto) modified, amended and limited, to the extent necessary to render the same valid and enforceable to the maximum extent permissible. Executive acknowledges and agrees that nothing in this Section 6 or this Agreement shall prevent Executive from: # reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency enforcing discrimination laws; # reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; # participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; # making any truthful statements or disclosures required by law, regulation, or legal process; and # requesting or receiving confidential legal advice.

Acknowledgements. The Executive acknowledges that the restrictions contained in Sections 6 and 7 with respect to time, geographical area, and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and that he has had the opportunity to review the provisions of this Agreement with his legal counsel. In particular, the Executive agrees and acknowledges that the Company # engages in the Business and actively markets its services and products throughout the Subject Area, and # expends significant time and effort developing and protecting the confidentiality of its methods of doing business, customer lists, and long term customer relationships and such methods, customer lists, and customer relationships have significant value. However, if at the time of enforcement of Section 6 or 7, a court holds that the duration, geographical area, or scope of activity restrictions stated in this Agreement are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances should be substituted for the stated duration, scope, or area and that the court should be allowed to revise the restrictions contained in this Agreement to cover the maximum period, scope, and area permitted by law.

Acknowledgements. Executive acknowledges and agrees that his services to the Company pursuant to this Agreement are unique and extraordinary and that in the course of performing such services Executive shall have access to and knowledge of significant confidential, proprietary, and trade secret information belonging to the Company. Executive agrees that the covenant not to compete and the non-solicitation obligations imposed by this Section 2 are reasonable in duration, geographic area, and scope and are necessary to protect the Company’s legitimate business interests in its goodwill, its confidential, proprietary, and trade secret information, and its investment in the unique and extraordinary services to be provided by Executive pursuant to this Agreement. If, at the time of enforcement of this Section 2, a court holds that the covenant not to compete and/or the non-solicitation obligations described herein are unreasonable or unenforceable under the circumstances then existing, then the Parties agree that the maximum duration, scope, and/or geographic area legally permissible under such circumstances will be substituted for the duration, scope and/or area stated herein.

Acknowledgements. You acknowledge and agree that, in connection with your responsibilities as an employee and senior executive at the Company, you have or will have, among other things, access to confidential information and/or developed relationships and connections (whether with clients, customers, suppliers and/or employees) at the expense of [[Company:Organization]] that would provide an unfair competitive advantage if you left the Company and thereafter provided services to a competitor of [[Company:Organization]]. You therefore agree that the post-employment restrictions contained in this Agreement: # are reasonably tailored to protect [[Company:Organization]]'s legitimate business interests in light of your position and duties within the Company, the unique and valuable resources that [[Company:Organization]] invests in your training, and the fact that the value of the Award is calculated to include special consideration for the undertakings in this Agreement; # do not unfairly or unreasonably prohibit you from seeking and obtaining employment opportunities following employment with [[Company:Organization]] and you intend that the post-employment restraints contained in this Agreement operate to the maximum extent; and # are a material condition of being granted the Award.

Acknowledgements. Each of Tthe Company and the Subsidiary Borrowers hereby acknowledges that:

Acknowledgements and Integration. Candidate understands he/she has the right to discuss this Agreement with any individual, and that to the extent desired, he/she has availed himself/herself of this opportunity. Candidate further acknowledges that he/she has carefully read and fully understands the provisions of this Agreement, and that he/she is voluntarily entering into it without any duress or pressure from GMPW. Candidate also understands and acknowledges that this Agreement is the entire agreement between him/her and GMPW with respect to this subject matter, and Candidate acknowledges that GMPW has not made any other statements, promises or commitments of any kind (written or oral) to cause Candidate to agree to the terms of this Agreement.

The Subscriber acknowledges and agrees that: