Deferred Stock Unit Award Agreement «Participant_Name» «Grant_Date»

Date of Grant. «Grant_Date»

Grant of Deferred Stock Units. The Company hereby grants the Director «Shares_Granted» Deferred Stock Units pursuant to the terms and conditions contained herein.

Vesting Period. One hundred percent (100%) of the Deferred Stock Units will vest over the subject Term as director, provided the Director has continued in the service of the Company through such date.

Termination of Service. Subject to the requirements set forth in Paragraph 8, and unless otherwise determined by the Committee at the time of the Director’s termination of service, all unvested Deferred Stock Units held by the Director upon termination of service shall be forfeited to the Company.

Payment of Deferred Stock Units. The Director shall be entitled to receive Shares for Deferred Stock Units whose restrictions have lapsed pursuant to Paragraphs 3 or 8 herein. The Director will receive a number of Shares equal to the number of vested Deferred Stock Units. The Shares will be distributed to the Director one year following the date on which the Director’s service on the Board terminates. Notwithstanding the foregoing, if the Director’s service is terminated due to a Change in Control, the Shares (or the value of the Shares) shall be distributed to the Director 30 days following the Change in Control; provided however, if the change in control does not qualify for a Change in Control as defined under Code Section 409A the Shares (or the value of the Shares) shall not be distributed until one year following the date in which the Director’s service on the Board terminates.

Dividends. Currently the Company does not pay dividends on its Shares; however, the Director shall be entitled to receive dividend equivalents, which represent the right to receive cash payments or Shares, measured by the dividend payable with respect to the corresponding number of Deferred Stock Units, if the Company begins paying dividends during the mandatory deferral period. Such dividend equivalents shall be paid in cash or Shares 30 days following the date in which the dividend is distributed to the shareholders.

Rights as Stockholder. The Director shall not have voting or any other rights as a shareholder of the Company with respect to Deferred Stock Units. The Director will obtain full voting and other rights as a shareholder of the Company upon the settlement of Deferred Stock Units in Shares.

Change in Control. In the event of a Change in Control of the Company, all then-outstanding Deferred Stock Units shall vest in full and the Shares (or value of such Shares) shall be distributed to the Director as provided in Paragraph 5 of this Agreement.

Non-transferability. The Deferred Stock Units awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (“Transfer”) other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Deferred Stock Units is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Deferred Stock Units, the Director’s right to such Deferred Stock Units shall be immediately forfeited to the Company, and this Agreement shall lapse.

Requirements of Law. The granting of Deferred Stock Units under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Administration. This Agreement and the Director’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Director.

Continuation of Directorship. This Agreement shall not confer upon the Director any right to continuation of service with the Company nor shall this Agreement interfere in any way with the Board’s right to terminate the Director’s service at any time.

Amendment to the Plan and/or this Agreement. The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Director’s rights under this Agreement, without the Director’s written approval. Any amendment and/or termination of this Agreement will not accelerate a payment date if such amendment or termination would subject such amounts to taxation under Code Section 409A.

Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Deferred Stock Units, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Applicable Laws and Consent to Jurisdiction. The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the state of Tennessee without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the state of Tennessee.

Voiding of Agreement Provision. If a provision under this Agreement causes an amount to become subject to taxes and penalties under Code Section 409A, such amount shall be deemed null and void and the Committee has the ability to take whatever steps required to accomplish the objectives of the Agreement without causing such amount to be subject to tax and penalties, and without the Company incurring additional cost or liability.

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