TOUCHMARK BANCSHARES, INC. 2008 STOCK INCENTIVE PLAN

Exhibit 10.1

TOUCHMARK BANCSHARES, INC.

2008 STOCK INCENTIVE PLAN

ARTICLE 1

GENERAL

1.1 Purpose. The Touchmark Bancshares, Inc. 2008 Stock Incentive Plan (the “Plan”) has been established by Touchmark Bancshares, Inc., a Georgia corporation (the “Company”), to (a) attract and retain high caliber employees and directors; (b) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation opportunities that are competitive with those of other similar companies; and (d) further align Participants’ interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock; and thereby promote the long-term financial interest of the Company and its affiliates, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.

1.2 Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Persons, those persons who will be granted one or more Awards under the Plan, and thereby become Participants in the Plan. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of Awards outstanding under the Plan or any other plan or arrangement of the Company or a Related Company (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Related Company).

1.3 Definitions. For purposes of the Plan, the terms listed below shall be defined as follows:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (a) the then-outstanding shares of Stock of the Company (the “Outstanding Company Stock”) or (b) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the

election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or, (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of subsection (iii) of this Section 1.3(d); or

(ii) The individuals who, as of the date this Plan is approved by the Board, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board; provided, however, that, if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered and defined as a member of the Incumbent Board; and provided further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 25% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such

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corporation except to the extent that such ownership existed prior to the Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(i) If the Stock is actively traded on any national securities exchange, the closing price at which sales of Stock shall have been sold on the most recent trading date immediately prior to the date of determination, as reported by any such exchange selected by the Committee on which the shares of Stock are then traded; or

(ii) If the shares of Stock are not actively traded on any such exchange, the average of the closing high bid and low asked prices for the shares of Stock on the over-the-counter market on the most recent trading date within a reasonable period prior to the determination date as determined by the Committee and reported by such system; or

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(iii) If there are no bid and asked prices within a reasonable period or if the shares of Stock are not traded on the over-the-counter market, the fair market value of a share of Stock as determined in good faith by the Committee taking into account such relevant facts and circumstances deemed by the Committee to be material to the value of the Stock in the hands of the Participant, which may include opinions or reports prepared by independent experts; provided that, for purposes of granting Awards other than Incentive Stock Options, Fair Market Value of a share of Stock may be determined by the Committee by reference to the average market value determined over a period certain or as of specified dates, to a tender offer price for the shares of Stock (if settlement of an award is triggered by such an event) or to any other reasonable measure of fair market value.

Notwithstanding the above, Fair Market Value of a share of Stock shall be determined in accordance with all applicable laws, including in the case of Incentive Stock Options the valuation principles described in Code Section 422 and in all cases in accordance with Code Section 409A.

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ARTICLE 2

COMMITTEE

2.1 Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a Committee selected by the Board, which Committee shall consist of three or more members of the Board. In selecting the Committee, the Board shall consider (i) the benefits under Rule 16b-3 of the Exchange Act of having a Committee composed of either the entire Board or a Committee of three or more “non-employee directors” as that term is defined in Rule 16b-3 as then in effect under the Exchange Act, and (ii) the benefits under Section 162(m) of the Code of having a Committee composed of three or more “outside directors” (as that term is defined in the Code) for certain grants of Awards to highly compensated executives. Each member of the Committee shall serve at the discretion of the Board and the Board may from time to time remove members or add members to the Committee. Vacancies on the Committee shall be filled by the Board. If the Board chooses not to or fails to select the Committee as provided above, the Board shall serve as the Committee. The Committee shall select one of its members as Chairman and shall hold meetings at the times and in the places as it may deem advisable. Acts approved by a majority of the Committee in a meeting at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee; provided, however, that with respect to any action by the Committee in granting an Award to any Participant under the Plan, such action must be approved by the majority vote of the members of the Board in a meeting where quorum is present.

2.2 Powers of Committee. Except as limited by applicable law or by the Articles of Incorporation or Bylaws of the Company, and subject to the provisions of the Plan, the Committee shall have full power to select persons who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and (subject to the provisions of Article 6 and Code Section 409A) amend the terms and conditions of any outstanding Award. Further, the Committee shall make all other determinations and interpretations which

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may be necessary or advisable for the administration of the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among Eligible Persons and Participants (whether or not such persons are similarly situated). As permitted by law, the Committee may delegate, from time to time, its authority with respect to the Plan, administration of the Plan and the making of Awards, to one or more persons, including the authority described above.

2.3 Action. If a member of the Committee is a Participant, he or she shall not participate in any decision which solely affects his or her own Awards under the Plan. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and regulations of the Board shall be final, conclusive and binding on all persons, including the Company, Related Companies, and their affiliates and shareholders, and Eligible Persons, Participants, and their estates and beneficiaries.

2.4 Compensation, Indemnity and Liability. The Committee shall serve as such without bond and without compensation for services hereunder. All expenses of the Plan and the Committee shall be paid by the Company. No member of the Committee shall be liable for any act or omission of any other member of the Committee, nor for any act or omission on his or her own part, except his or her own gross negligence or willful misconduct. The Company shall indemnify and hold harmless the Committee and each member of the Committee, if any, against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his or her membership on the Committee, excepting only expenses and liabilities arising out of his or her own gross negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

2.5 Information to be Furnished to Committee. The Company and its affiliates shall furnish the Committee with such data and information as may be required for it to discharge its duties hereunder. The records of the Company and its affiliates as to an Eligible Person or Participant’s employment or performance of services, Termination of Service, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. Participants and other persons entitled to benefits under the Plan must, as a condition to the receipt or settlement of any Award, furnish the Committee such evidence, data or information as the Committee determines is necessary to carry out the terms of the Plan.

ARTICLE 3

STOCK OPTIONS

3.1 Options. The grant of an option (an “Option”) entitles the Participant to purchase the number of shares of Stock designated in the applicable Award Agreement at an Exercise Price established by the Committee. At the time the Option is granted, the Committee shall determine whether the Option is to be an Incentive Stock Option or a Non-Qualified Stock Option, and clearly identify this status in the applicable Award Agreement. An “Incentive Stock Option” or “ISO” is an Option that is intended to qualify as, and that satisfies the requirements applicable to, an “incentive stock option” described in Code Section 422(b). A “Non-Qualified Stock Option” or “NSO” is an Option that is not intended to be, or does not qualify as, an “incentive stock option” as that term is described in Code Section 422(b).

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3.2 Special Requirements for ISOs. Incentive Stock Options may only be granted to an Eligible Person who is an employee of the Company or a Related Company. To the extent that the aggregate Fair Market Value (determined at time of grant) of the shares of Stock subject to ISOs granted to a Participant under the Plan and under any other stock option plan adopted by the Company or a Related Company that first become exercisable in any calendar year exceeds $100,000, such options in excess of $100,000 shall be treated as Non-Qualified Stock Options, regardless of any contrary provision in the Plan or Award Agreement.

3.3 Exercise Price. Subject to adjustment as provided in the Plan, the “Exercise Price” of each Option shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted, and shall be set forth in the applicable Award Agreement. Notwithstanding any provision to the contrary in this Plan or any Award Agreement, the Exercise Price shall never be less than 100% (or, in the case of an ISO granted to a Ten Percent Shareholder, 110%) of the Fair Market Value of a share of Stock as of the date on which the Option is granted.

3.4 Vesting and Exercise.

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3.5 Payment of Option Exercise Price. The full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in the applicable Award Agreement, payment may be made as soon as practicable after the exercise). The payment of the Exercise Price shall be made in cash or in any other form or manner authorized by the Committee from time to time.

3.6 Settlement of Award. Shares of Stock shall be distributed to the Participant at the time that the Option becomes exercisable and full payment of the Exercise Price has been received by the Company in the manner provided in Section 3.5. Any shares distributed under the Plan shall be subject to such conditions, restrictions and contingencies as the Committee may establish in accordance with applicable law. At the time any Incentive Stock Option is exercised, the Committee shall be entitled to place a legend on the certificates representing the shares of Stock purchased pursuant to the Option to clearly identify them as shares of Stock purchased upon exercise of an Incentive Stock Option.

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ARTICLE 4

RESTRICTED STOCK AWARDS

4.1 Restricted Stock Awards. A Restricted Stock Award is a grant of shares of Stock or of a right to receive shares of Stock (or their cash equivalent or a combination of both) in the future, subject to certain conditions, restrictions and contingencies as described in Section 4.2.

4.2 Parameters for Restricted Stock Awards. Each Restricted Stock Award shall be subject to such conditions, restrictions and contingencies, including continuous service and/or the achievement of performance measures, as the Committee shall determine and specify in the applicable Award Agreement. The performance measures that may be used by the Committee for such Restricted Stock Awards shall be measured by such criteria as the Committee may establish, consistent with any applicable requirements of Code Section 162(m). The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes, with the measurement based on absolute Company (or Related Company) or business unit performance and/or on performance as compared with that of other companies. The language regarding performance measures is intended to permit the Company to bring these Restricted Stock Awards within the requirements of the general rule for the performance-based compensation exception to the $1 million limit on deductible compensation under Code Section 162(m), and shall be interpreted consistent with such intent. If no contrary terms are set forth in the Award Agreement, Period(s) of Restriction shall lapse with respect to one-third of a Restricted Stock Award on each of the first, second and third anniversaries of the date such Restricted Stock Award is granted, and restrictions shall lapse on the entire Restricted Stock Award immediately upon Termination of Service due to the death or Disability of the Participant.

4.3 Custody of Certificates. The Company shall have the right to retain in the Company’s possession the certificates representing shares of Stock subject to a Restricted Stock Award until such time as all conditions and/or restrictions applicable to such Restricted Stock Award have been satisfied, provided that no such retention shall result in deferred compensation as defined by Code Section 409A.

4.4 Voting Rights. Except as otherwise provided by the Committee in an Award Agreement, during any Period of Restriction, Participants holding shares of Stock subject to a Restricted Stock Award may exercise full voting rights with respect to those shares, whether or not such shares are in the custody of the Company.

4.5 Dividends and Other Distributions. During any Period of Restriction, Participants holding shares of Stock subject to a Restricted Stock Award may be credited with regular cash dividends paid with respect to the underlying shares while they are so held, whether or not such shares are in the custody of the Company. The Committee may apply any restrictions to the dividends that the Committee deems appropriate provided that any such restriction does not result in “deferred compensation” as defined by Code Section 409A. In the event that any dividend constitutes a “derivative security” or an “equity security” pursuant to Rule 16(a) under the Exchange Act, such dividend shall be subject to a period of restriction equal to the remaining Period of Restriction of the shares of Stock subject to the Restricted Stock Award with respect to which the dividend is paid.

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4.6 Termination of Service. Each Award Agreement may set forth the extent to which the Participant shall have the right, if any, to receive shares of Stock on which the Period of Restriction has not yet ended following the Participant’s Termination of Service. Such provision shall be determined in the sole discretion of the Committee, need not be uniform among all shares of Stock issued pursuant to the Restricted Stock Award, and may reflect distinctions based on the reasons for the Termination of Service. If no contrary provisions are specified in the applicable Award Agreement, upon a Participant’s Termination of Service for reasons other than death or Disability, all shares of Stock on which the Period of Restriction has not yet ended shall be forfeited and the shares returned to the Company.

ARTICLE 5

OPERATION AND ADMINISTRATION

5.1 Effective Date. The Plan shall be effective as of March 19, 2008 (the “Effective Date”); provided, however, that if the shareholders of the Company have not approved the Plan on or prior to the first anniversary of such effective date, then no Option issued under the Plan shall constitute an ISO and no Option may be exercised prior to such shareholder approval if such Option is intended to be an ISO. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any Awards under it are outstanding; provided, however, that, to the extent required by the Code, no Incentive Stock Options may be granted under the Plan on a date that is more than ten (10) years from the date the Plan is adopted or, if earlier, the date the Plan is approved by shareholders.

5.2 Shares Subject to Plan. The maximum number of shares of Stock issuable under the Plan shall be as set forth below:

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5.3 Limitations on Awards. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 5.2), the maximum aggregate number of Shares subject to Awards granted under the Plan in any 12-month period to any one Participant shall be 50,000, unless a greater amount is approved in advance by the Committee and the Board.

5.4 Tax Withholding. The Company and/or its affiliates shall have the power and the right to deduct or withhold from amounts or property due hereunder or any other monies or property of the Participant held or payable by the Company or such affiliate, or require a Participant (or his or her estate or beneficiary) to remit to the Company or such affiliate, an amount sufficient to satisfy federal, state, local, and any other applicable taxes (including any foreign taxes and the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of this Plan. With respect to withholding required upon the lapse of restrictions on a Restricted Stock Award, or upon any other taxable event arising as a result of a Restricted Stock Award, a Participant may elect, subject to the approval of the Committee, to satisfy all or part of such withholding requirement by tendering to the Company shares of Stock owned by such Participant for at least six months (or by having the Company retain shares of Stock then in the possession of the Company but held for the benefit of such Participant); provided that such shares are not then subject to any Period of Restriction. Such withholding requirement shall be deemed satisfied to the extent of the then-current Fair Market Value of the shares so tendered to or retained by the Company. All such elections shall be irrevocable, made in writing, signed by the Participant and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

5.5 Payments and Payment Shares. Awards may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards or any such combination thereof as the Committee shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.

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5.6 Legends. Each Award Agreement and each certificate representing Stock or other securities granted pursuant to the Plan (including securities issuable pursuant to the terms of derivative securities) may bear a restrictive legend as the Company deems necessary or advisable under applicable law, including federal and state securities laws.

5.7 Non-alienation of Benefits. Prior to the end of the applicable Period of Restriction and or vesting and exercise of an Award, the Award shall not be transferable or assignable except by will or by the applicable laws of descent and distribution and shall be exercisable, during the Participant’s lifetime, only by the Participant (or, in the event of the Disability of the Participant, by the legal representative of the Participant). Any attempt to transfer or assign an Award in contravention of this Section shall be void. No Award shall, prior to receipt by the Participant and release of all restrictions or conditions thereon, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

5.8 Beneficiary Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

5.9 Agreement With Company. At the time of an Award to a Participant, the Committee shall require the Participant to enter into an agreement with the Company (the “Award Agreement”) in a form specified by the Committee, agreeing to the terms and conditions of the Plan, the Award and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe.

5.10 Limitation of Implied Rights. A Participant shall have only a contractual right to the fully vested and/or unrestricted, as the case may be, shares of Stock, if any, or amounts, if any, issuable or payable to such Participant under the Plan, unsecured by any assets of the Company or its affiliates. Nothing contained in the Plan shall constitute a guarantee that the assets of such companies shall be sufficient to pay any benefits to any person. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any of its affiliates to terminate a Participant’s service at any time, nor confer upon a Participant any right to continue in the service of the Company or any of its affiliates. For purposes of the Plan, a transfer of a Participant’s employment or service relationship between the Company and its affiliates, or among such affiliates, shall not be deemed to be a Termination of Service. Upon such a transfer, the Committee may make such adjustment to outstanding Awards as it deems appropriate to reflect the changed reporting relationships. Participation in the Plan by any person shall be determined by the Committee, and no person shall otherwise have the right to be selected to receive an Award, or, having been so selected, to be selected to receive a future Award.

5.11 Liquidation of the Company. In the event of the complete liquidation or dissolution of the Company, any Options which remain unexercised and any Restricted Stock Award on which restrictions have not yet lapsed shall be deemed immediately and automatically canceled without any action on the part of the Company and without regard to or limitation by any other provision of the Plan.

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5.12 Affiliate Obligations. Each affiliate of the Company shall be liable for payment of cash due under the Plan with respect to any Participant to the extent that such benefits are attributable to the services rendered for that affiliate by the Participant. Any disputes relating to liability of an affiliate for cash payments shall be resolved by the Committee.

ARTICLE 6

AMENDMENT AND TERMINATION

The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment which requires shareholder approval in order for the Plan to continue to comply with Rule 16b-3 under the Exchange Act or any other applicable law shall be effective unless such amendment shall be approved by the requisite vote of shareholders of the Company entitled to vote thereon. In addition, the Committee shall have the authority to cancel outstanding Awards and issue substitute Awards in replacement thereof. Notwithstanding the above, no termination, amendment or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award or otherwise be contrary to the Company’s or any of its affiliates’ obligations under any employment or severance benefits agreement with the applicable Participant.

ARTICLE 7

RULES OF CONSTRUCTION AND MISCELLANEOUS

7.1 Rules of Construction. For all purposes of this Plan, except as otherwise expressly provided:

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7.2 Compliance with Laws. All Incentive Stock Options to be granted under the Plan are intended to comply with Code Section 422, and all provisions of the Plan and the applicable Award Agreement relating to an ISO shall be construed in such manner as to effectuate that intent. The Plan and all Awards granted hereunder shall comply at all times with all laws and regulations of any governmental authority which may be applicable thereto (including Code Section 409A). Any provision of the Plan or any Award Agreement notwithstanding, the Participant shall not be entitled to receive the benefits of an Award and the Company shall not be obligated to pay any benefits to a Participant, if such exercise, delivery, receipt or payment of benefits would constitute a violation by the Participant or the Company of any provision of any such law or regulation. Any reference herein to “as permitted by applicable law” and “compliance with the requirements of Code Section 409A” or words of similar import shall include the mandate that the terms of the Plan or any Award, or administration of the Plan or any Award, as the case may be, must be administered and interpreted in such a manner that no additional income tax is imposed on a Participant pursuant to Code Section 409A(1)(a); provided, however, that this provision shall not limit applications of the $100,000 limit on ISOs set forth in Section 3.2 or any reclassification of an Option resulting therefrom. If additional guidance is issued under or modifications are made to Code Section 409A or any other law affecting the Awards issued hereunder, notwithstanding any contrary provision in Article 6, the Committee shall take such actions (including amending the Plan or any Award Agreement) as it deems necessary, in its sole discretion, to ensure continued compliance therewith.

7.3 Securities Law Compliance. With respect to an individual who is, on the relevant date, an officer, director or 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act (an “Insider”), transactions under this Plan are intended to comply with all applicable conditions or Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. To the extent that compensation to be received by an Insider for purposes of Code Section 162(m) as a result of the lapse of Period(s) of Restriction or other restriction on a Restricted Stock Award or vesting of any Award, when added to all other compensation subject to the $1 million limitation on deductibility of compensation (the “Cap”) imposed by Code Section 162(m), would cause such Insider’s compensation to exceed the Cap for that year, restrictions on the number of shares of Stock subject to a Restricted Stock Award will not lapse and vesting on Options shall not occur, and instead such restrictions on such Awards will continue, all or in part, until such time that the Committee determines that they may lapse and the Company’s tax deduction (as limited by Code Section 162(m)) is preserved.

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7.4 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

7.5 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Company, nothing set forth herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Board or the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or a payment in lieu of or with respect to Awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

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7.6 Governing Law. To the extent not preempted by United States Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Georgia.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of this 27^th day of March, 2008.

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