Grantee’s Representation. Grantee represents and warrants that he or she is acquiring the Restricted Stock for investment purposes only, and not with a view to distribution thereof.

Grantee’s Rights. The Grantee shall be paid dividend equivalent payments by the Company with respect to RSUs at the same time as dividends are paid to holders of the Company’s common stock. The Grantee shall have no voting rights as a result of the grant of RSUs. [Alternative Provision: The Grantee shall have no shareholder voting rights and shall not be entitled to receive shareholder dividends or dividend equivalents and other distributions with respect to the RSUs. The Grantee will receive these rights only upon the issuance of Shares.] The Company’s obligation to issue Shares is an unfunded and unsecured promise of the Company, and the rights of the Grantee hereunder are no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

Grantee’s Employment. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the Grantee’s Service or employment as a Director or Employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the Grantee.

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. Borrower hereby acknowledges, ratifies, admits, stipulates, and agrees, without precondition or qualification, as follows:

If, at the time of enforcement of any of [Sections 6 through 11], a court holds that the duration, scope or area restrictions stated therein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive’s services are unique and because Executive has access and will receive to trade secrets of the Company Group and other Confidential Information, Intellectual Property Rights and Company-Related Developments, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company, each member of the Company Group (as intended third party beneficiaries hereunder) and their respective successors or permitted assigns shall, in addition to other rights and remedies existing in their favor, be entitled # from any court of competent jurisdiction to specific performance and/or injunctive relief, and entitled to other relief in order to enforce or prevent any violations of the provisions hereof (without # the posting of any bond or other security, # the necessity of showing actual damages or # the necessity of showing that monetary damages are an inadequate remedy), and # to the payment by Executive of the attorneys’ fees and costs incurred by each member of the Company Group in the course of enforcing the terms of this Agreement, including demonstrating the existence of a breach or threatened breach of any of the terms of [Sections 6 through 11]. Any such remedies will be in addition to, and not in lieu of, damages and remedies available under law or otherwise, including monetary damages. Executive agrees that the restrictions contained in [Sections 6 through 11] are reasonable, and to the extent Executive breaches any of the restrictions in [Sections 6 through 11], the Company shall have the right to suspend, terminate and/or recoup any Severance Payments.

Employee Acknowledgements. Employee hereby acknowledges and agrees that: