AGREEMENT AND WAIVER OF RIGHTS

AGREEMENT AND WAIVER OF RIGHTS

CONSIDERATION

4.Your resignation from employment with the Company is effective May 21, 2014. In addition to receiving your wages for all work performed by you for the Company, you will be paid a severance package, less applicable withholdings, consisting of the following, subject to your compliance with Paragraphs 8‑10 hereof:

11.  As part of this Agreement and Waiver of Rights, you also agree that the Company has a substantial, legitimate and continuing interest in the protection of its business relationships with others, including, without limitation, current and prospective employees, consultants, advisors, clients, customers, vendors, suppliers, partners or joint venturers and financing sources, and in the protection of such interest has invested substantial sums, time and effort and will continue to invest substantial sums, time and effort to develop, maintain and protect such interest.  You further acknowledge that the Company would not have entered into this Agreement with Employee but for the agreements, restrictions and covenants made by you contained herein. Accordingly, you covenant and agree as follows:

Non-Recruiting/Non-Hiring Covenant. You agree that the Company has invested substantial time and effort in assembling its present personnel.  You agree that you shall not, for a period of one year from the separation date (hereinafter the "Noninterference Term") directly or indirectly: (i) solicit, recruit, induce, attempt to recruit or induce, or encourage any director, officer, manager, employee, or independent contractor of the Company or any director, officer, manager, employee, or independent contractor or any subsidiary or affiliate of the

Company to leave their employment with the Company; or (ii) hire any such individual who has left the employment of the Company or any subsidiary or affiliate of the Company if such hiring is proposed to occur within the Noninterference Term.

12. Governing Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to principles of conflicts of laws.  Employee and the Company hereby consent to the exclusive jurisdiction of the state and federal courts located in Union County, Arkansas for the resolution of any dispute regarding or arising out of this Agreement.

13.Should the Employee breach or threaten to breach his obligations under this Agreement, the Company shall have the right to seek in addition to any other damages it has sustained, a recovery of its reasonable attorney’s fees and costs incurred in seeking to enforce its rights under this Agreement.

14.Should any provision of this Agreement and Waiver of Rights be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement and Waiver of Rights in full force and effect.

15.It is understood and agreed by both the Employee and the Company that nothing in this Agreement and Waiver is an admission of wrongdoing or liability for any claim. It is further understood and agreed that this Agreement and Waiver supersedes all prior agreements with the Company regarding matters addressed herein, excluding any and all of promises regarding arbitration, non-competition, non-solicitation, non-disclosure of confidential information or

return of Company property which remain binding on you.

16.By signing this document on behalf of the Company, I am indicating the Company's intent to make this offer to you. If you decide to accept all of the terms listed in this Agreement and Waiver please do the following things: (1) date and sign below; (2) initial each page of the Agreement and Waiver in the appropriate places; and (3) return this document to John Moore at 200 Peach Street, El Dorado, Arkansas 71730, within twenty-one (21) days or until the date listed in Paragraph 2. If you decide not to accept, please immediately return this document to John Moore at 200 Peach Street, El Dorado, Arkansas 71730.

17.You knowingly and voluntarily release and forever discharge the Company
its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as "Releasees"), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of:

If any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Releasee identified in this Agreement is a party.

EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND WAIVER. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE'S SIGNING OF THIS AGREEMENT AND WAIVER. IF THE 21st DAY FALLS ON A SATURDAY, SUNDAY OR A LEGAL HOLIDAY, THE CONSIDERATION PERIOD SHALL CONTINUE TO THE NEXT BUSINESS DAY.

EMPLOYEE MAY REVOKE THIS AGREEMENT AND WAIVER FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT AND WAIVER. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO STACY YOUNG AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE." THE REVOCATION MUST BE PERSONALLY DELIVERED TO JOHN MOORE OR HIS DESIGNEE, OR MAILED TO JOHN 

MOORE AT 200 PEACH STREET, EL DORADO, ARKANSAS 71730 AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE. IF THE 7TH DAY OF THE REVOCATION PERIOD FALLS ON A SATURDAY, SUNDAY OR A LEGAL HOLIDAY, THE REVOCATION PERIOD SHALL CONTINUE TO THE NEXT BUSINESS DAY.

EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.

18.    The Company hereby releases and discharges you of and from any and all claims, known and unknown, asserted or unasserted, which the Company may have against you as of the date of this agreement.