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STOCK OPTIONS§18.908 January 1999 18-433 Approval of the Plan With respect to the proposal to adopt and approve the 1997 Plan, if a quorum is present, a proposal will pass if the votes cast favoring the action exceed the votes cast opposing the action. For purposes of this vote, as of the Record Date ASA Holdings’ Directors and Executive Officers as a group (8 persons) beneficially owned 1,518,764 shares of Holdings Common Stock (approximately 5.1%). See “Security Ownership of Management and Certain Beneficial Owners. ” APPENDX A ASA HOLDINGS, INC. 1997 NONQUALIFIED STOCK OPTION PLAN 1. Purpose. The purpose of the ASA Holdings, Inc. 1997 Nonqualified Stock Option Plan (the “ Plan”) is to (i) advance the interests of ASA Holdings, Inc. a Georgia corporation (“ ASA Holdings ”), and its Subsidiaries, and (ii) enhance the Company’s ability to attract, re tain and motivate officers and key employees of the Company by providing to such persons incentives and rewards for performance. The stock options granted pursuant to this Plan are non-qualified stock options and sha ll not be incentive stock options, as defined in Code Section 422. 2. Definitions: As used in the Plan, the following terms have the following meanings: (a) “Agreement” shall have the meaning set forth in Paragraph 5 of the Plan. (b) “Award” means an Option. (c) “ Board” means the Board of Directors of ASA Holdings. (d) “Code” means the Internal Revenue Code of 1986, as amended. (e) “Committee” means a committee of the Board consisting of at least two directors selected by the Board and meeting the requirements of Paragraph 3(a) of the Plan. (f)“Common Stock” means shares of Common Stock, $.10 par value per share, of ASA Holdings. (g)“Company” means ASA Holdings and its Subsidiaries. (h) “Date of Grant” means the date specified by the Committee on which an Award shall become effective, which date shall be the date concurrently with or a date following the date of the Committee action approving the Option grant. (i)“Effective Date” means the date of the approval of the Plan by the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock present, in pe rson or by proxy at a meeting of the shareholders of ASA Holdings. (j)“Exercise Price” means the purchase price per share of Common Stock payable on exercise of an Option, as set forth in the applicable Agreement. §18.908 PROXY STATEMENTS:STRATEGY & FORMS 18-434© 1999 Jefren Publishing Company, Inc. (k)“Expiration Date” means the date established by the Committee and set forth in an Agreement as the date after which the Options described in the Agreement that have not previously been exercised shall terminate, become null and void and no longer be of any force and effect. (l)“Fair Market Value” of a share of Common Stock on a given date means the closing price of a share of Common Stock on such date (or the most recent trading date prior thereto if such date is not a trading date) on the Nasdaq/National Market of The Nasdaq Stock Marke t, or such national exchange, if any, as may be designated by the Board. (m)“Option” means the right to purchase one or more shares of Common Stock upon exercise of a nonqualified stock option granted pursuant to the Plan. Except as otherwise spe cifically provided herein or required by the context, the term Option as used in this Plan shall include Reload Options granted hereunder. (n)“Option Shares” means the shares of Common Stock purchased pursuant to the exercise of Options. (o)“Participant” means a person to whom an Award has been made by the Committee. (p)“Reload Option Rights” and “Reload Options” shall have the meaning set forth in Paragraph 7 of the Plan. (q)“Rule 16b-3” means Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. (r)“SAR Plan” means the ASA Holdings, Inc. Stock Appreciation Rights Plan. The terms “Award Agreement” and “Grant Price” shall have the meanings ascribed to such terms in the SAR Plan. (s)“Subsidiary” means any corporation (other than ASA Holdings) in an unbroken chain of corporations beginning with ASA Holdings where each of the corporations in the unbroken chain other than the last corporation owns stock possessing fifty percent (50%) or more of the tota l combined voting power of all classes of stock in one of the other corporations in such chain. (t)“Term of the Plan” means the period from the Effective Date through and including the 31st day of March, 2007, except that Reload Options may be granted pursuant to Reload Option Rights then outstanding. (u)“Term of the Option” means the period commencing with the Date of Grant through the date which is one day prior to the Expiration Date. 3. Administration of the Plan. (a) The Plan shall be administered, and Awards shall be granted hereunder, by the Committee. Each member of the Committee shall be a member of the Boa rd who satisfies the requirements of Rule 16b-3 and of Section 162(m) of the Code. A majority of the Committee sha ll constitute a quorum, and the actions of the members of the Committee present a t any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Com mittee. In the event that the Committee consists of two directors, a “majority” shall mean two. (b) The interpretation and construction by the Committee of any provision of the Plan or of any Agreement, and any determination by the Committee pursuant to any provision of t he Plan or of any STOCK OPTIONS§18.908 January 1999 18-435 Agreement shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. 4. Shares Available Under the Plan. The maximum number of shares of Common Stock which may be issued upon the exercise of Options granted under the Plan is 2,500,000. ASA Holdings shall reserve 2,500,000 shares of Common Stock for Options granted under the Plan, subject to adjustment as provided in Paragraph 9. Such shares may be shares of original issuance or treasury shares or any combination of the foregoing. Any shares of Common Stock which are subject to Options which expire or which have been surrendered, canceled or terminated without being exe rcised in full shall again be available for issuance under this Plan. Any shares of Common Stock surrendered to ASA Holdings by the Participant as payment of the Exercise Price upon the exercise of an Option may not be the subject of a subsequent Option. For purposes of calculating the maximum number of shares of Common Stock which may be issued under the Plan: (a) all the shares issued shall be counted when cash, immediately available funds or a check is used as full payment for share s issued upon exercise of an Option; and (b) only the net shares issued shall be counted when shares of Common Stock are used as full or partial payment for shares issued upon exercise of an Option. 5. Grant, Terms and Conditions of Options. The terms and conditions of the grant of each Option shall be embodied in a written agreement (the “Agreement”), in a form approved by the Committee which shall contain terms and conditions not inconsistent with the Pl an, and which shall incorporate the Plan by reference. Options may be granted at any time and from time t o time during the Term of the Plan to a person who at the time of the Award is an officer or key employe e of the Company, or has agreed to commence serving in such capacity within ninety (90) days after the Date of Grant. The maximum number of shares of Common Stock which are the subject of Options whic h may be granted to any Participant in any one year is the sum of (i) 200,000 shares, plus (ii ) a number of shares of Common Stock which are the subject of Options that are exchanged for stock apprec iation rights pursuant to Paragraph 6 of the Plan during such year. The terms and conditions of the grant of Options under the Plan need not be the same or identical with respect to each opt ionee or with respect to each Option, but shall comply with the following terms and conditions: (a) Each Agreement shall specify the number of shares of Common Stock for which Options have been granted. (b) Each Agreement shall specify the Exercise Price. With the sole exception of an exchange of stock appreciation rights held under the SAR Plan for an Option under the Pla n pursuant to Paragraph 6 of the Plan, in no event shall the Exercise Price be less than the Fa ir Market Value of the Common Stock on the Date of Grant. (c) Each Agreement shall specify that the Exercise Price shall be payable i n cash or other immediately available funds or by check acceptable to the Company. Ea ch Agreement may also provide, at the discretion of the Committee, that the Exercise Price may be pa yable (i) by the delivery or deemed delivery (based on an attestation to the ownership thereof) to ASA Holdings of share s of Common Stock already owned by the Participant that have been owned for a period of not le ss than six (6) months and that have an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise. Price, (ii) by a broker-assisted exercise pursuant to procedures the Committe e may, in its sole discretion, establish from time to time, or (iii) by a combination of some or all of such methods of payment. The Company shall not loan any monies to any Participant for the purchase of any Option Shares. (d) The Committee shall also have the authority, in its discretion, to award re load option rights (“ Reload Option Rights ”) in conjunction with the grant of Options with the effect described in Paragraph 7. Reload Option Rights must be awarded at the time an Option is granted. (e) Successive grants may be made to the same Participant whether or not any Options previously granted to such Participant remain unexercised. §18.908 PROXY STATEMENTS:STRATEGY & FORMS 18-436© 1999 Jefren Publishing Company, Inc. (f) Each Option shall be exercisable in such manner and at such times, including, if applicable, the specification of a vesting schedule, as the Committee shall determine. Each Agreem ent shall specify an Expiration Date which shall be not later than ten (10) years after the Date of Grant. (g) In the event that a Participant shall cease to be employed by the Company for a ny reason other than his death, a material disability or retirement with the consent of the Company, all Options held by him pursuant to the Plan and not previously exercised at the date of such t ermination shall terminate and become null and void and no longer of any force or effect four (4) m onths following such termination, subject to the condition that no Option shall be exerci sable after the Expiration Date. (h) If the termination is due to a material disability or retirement with t he consent of the Company, such disabled or retiring Participant shall have the right to exercise his or her Options which have not previously been exercised at the date of such termination of employm ent at any time within twelve (12) months after such termination, subject to the condition that no Option shall be exercisable after the Expiration Date. Whether termination of employment is due to a material disability or is to be considered a retirement with the consent of the Company sha ll be determined by the Committee. Any disability to be considered “material” must result in a permanent and total disability of an employee as defined in Code Section 22(e)(3), as amended, or if such Se ction is no longer of any force or effect, the Participant shall be deemed to be permanentl y and totally disabled if he is unable to engage in any substantial gainful employment by reason of any medica lly determinable physical or mental impairment which can be expected to result in death or whic h has lasted or can be expected to last for a continuous period of not less than twelve (12) months. (i) If the Participant shall die while in the employ of the Company or within a peri od of three (3) months after the termination of his employment as a result of a mate rial disability or retirement with the consent of the Company as determined in subparagraph (g) above, such Participant’s Options may be exercised in whole or in part at any time wit hin twelve (12) months after the Participant’s death, by the executor or administrators of the Participant’s estat e or by any person or persons who shall have acquired the Options directly from the Participant by bequest or inheri tance, subject to the condition that no Option shall be exercisable after the Expiration Date. (j) No Option shall be transferable by a Participant other than by will or the intesta cy laws of descent and distribution. Options shall be exercisable during the Participant’s lifetime only by the Participant or, in the event of the death or material disability of a Pa rticipant, by the Participant’s legal representative or heir of the Participant. (k) Each Option granted under the Plan shall be subject to such additional terms and conditions, not inconsistent with the Plan, which are prescribed by the Committee and se t forth in the applicable Agreement. (l) If the Committee reasonably believes that a Participant has committed an act of misconduct as described in this subparagraph, the Committee may suspend the Partic ipant’s rights to exercise any option pending a determination by the Committee. If the Committee determines a Participant has committed an act of embez zlement, fraud, dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of the Company’s rules resulting in loss, damage or injury to the C ompany, or if a Participant makes an unauthorized disclosure of any Company trade secret or confidential information, or engages in any conduct constituting unfair competition, neither the Participant nor hi s or her estate or heirs shall be entitled to exercise any option whatsoever. In making such determina tion, the Committee shall give the Participant an opportunity to appear and present evi dence on his or her behalf at a hearing before the Committee. STOCK OPTIONS§18.908 January 1999 18-437 6. Exchange of Stock Appreciation Rights for Options. Any holder (the “SAR Holder”) of stock appreciation rights under the SAR Plan may exchange such stock appreciation rights granted pursuant to the SAR Plan for an Option under the Plan in accordance with the procedures outl ined below and such other conditions and procedures required by the Committee: (a) The SAR Holder shall notify the Company not less than seven (7) days prior to the desired exchange date of the number of stock appreciation rights the SAR Holder desires to exchange for Options. (b) Each stock appreciation right shall be exchanged on a one-for-one basis for an Option to purchase one share of Common Stock under the Plan. (c) The Expiration Date of an Option granted pursuant to an exchange of a stock appreciation right shall be the same date as the date that is five years aft er the date the exchanged stock appreciation right was originally granted pursuant to the applicable Award Agreement. (d) The Exercise Price of an Option granted pursuant to an exchange of a stock appreciation right shall be the same as the Grant Price of such exchanged stock appreciation right. (e) If an exchange shall occur under this Paragraph 6, the Award Agreement entered into between the SAR Holder and the Company concerning the exchanged stock appreciation ri ghts shall, along with the exchanged stock appreciation rights, be surrendered by the SAR Holder a nd canceled by the Company concurrently with the execution of an Agreement for the grant of Options for the exchanged stock appreciation rights. 7. Reload Option Rights. Reload Option Rights if awarded with respect to an Option sha ll entitle the Participant exercising the Option (and unless otherwise determined by the Committee, in its discretion, only such original Participant), upon exercise of the Option or any portion thereof t hrough delivery of shares of Common Stock, automatically to be granted on the date of such an exercise an additional Option (a “Reload Option”) (i) for that number of shares of Common Stock equal to the number of shares used by the Participant to exercise the underlying Option, (ii) having an option price not less than 100% of the Fair Market Value of the Common Stock covered by the Reload Opti on on the Date of Grant of such Reload Option, (iii) having an Expiration Date not late r than the Expiration Date of the original Option so exercised and (iv) otherwise having terms permissible for t he grant of an Option under the Plan. The grant of a Reload Option will be effected only upon the exercise of underlying Options through the use of shares of Common Stock held by the Participant for at least si x (6) months. Each Reload Option shall be fully exercisable six months from the effecti ve date of grant. Subject to the preceding sentences of this Paragraph and the other provisions of the Plan, Reloa d Options Rights and Reload Options shall have such terms and be subject to such rest rictions and conditions, if any, as shall be determined, in its discretion, by the Committee. Unle ss otherwise determined by the Committee, in its discretion, in connection with the grant of the underlying Options, Reload Option Rights shall entitle the Participant to be granted Reload Opti ons only if the underlying Option to which they relate is exercised by the Participant during employment wit h the Company or any of its subsidiaries. Each Agreement shall state whether the Committee has authorized Reload Options with respect to the underlying Options. Upon the exercise of an underlying Option, the Reload Option will be evidenced by an amendment to the underlying Agreement. No Reload Option may provide for t he grant, when exercised, of subsequent Reload Options. 8. Issuance of Certificates. Subject to Paragraph 11 below, as soon as practicable followi ng the exercise of any Options, a certificate evidencing the number of shares of Common Stock to be issued in connection with such exercise shall be issued in the name of the Participant. §18.908 PROXY STATEMENTS:STRATEGY & FORMS 18-438© 1999 Jefren Publishing Company, Inc. 9. Adjustments. The Committee may make or provide for such adjustments (a) in the maximum number of shares of Common Stock specified in Paragraph 4, (b) in the number of shares of Common Stock covered by outstanding Options granted hereunder, or (c) in the Exercise Price applicable to such Options as the Committee in its sole discretion, may dete rmine is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of ASA Holdings, or from any merger, consolidation, spinoff, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities or any other corporat e transaction or other event having an effect similar to any of the foregoing. 10. Fractional Shares. ASA Holdings shall not be required to issue any fractional shares of Common Stock pursuant to the Plan. The Committee may provide for the elimination of fractional shares or for the settlement of fractional shares in cash. 11. Withholding Taxes. The Company shall have the right to require any individual entitl ed to receive Option Shares to remit to the Company, prior to the delivery of any certificates evidencing such Option Shares, any amount sufficient to satisfy any federal, state, or local tax wit hholding requirements. 12. Registration Restrictions. No Option shall be exercisable unless and until (i) a regist ration statement under the Securities Act of 1933, as amended, has been duly filed and declared effective pertaining to such Option Shares, such Option Shares shall have been qualified under applicable state “blue sky” laws and all regulations of any securities exchange on which the Common Stock may be listed (including, without limitation for such purposes, The Nasdaq Stock Market) shall have be en fully complied with and satisfied, or (ii) the Committee in its sole discretion determines that such registration, qualification and compliance are not required as a result of the ava ilability of an exemption from such registration, qualification, or compliance under such laws. 13. Stockholder Rights. A Participant shall have no rights as a stockholder with respect to any shares of Common Stock issuable upon exercise of an Option until a certificate or certi ficates evidencing such shares shall have been issued to such Participant, and no adjustment shall be made for dividends or distributions or other rights in respect of any share of capital stock of the Company for which the record date is prior to the date upon which the Participant shall become the holder of record thereof. 14. Indemnification of Committee. In addition to such other rights of indemnification as the y may have as directors or members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees actua lly and necessarily incurred in connection with the defense of any proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent l egal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for gross negligence or misconduct in the performance of hi s or her duties; provided that within sixty (60) days after institution of any such action, suit or procee ding, a Committee member shall in writing offer the Company the opportunity at its own expense, to handle and defend the same. [THE NEXT PAGE IS 18-441] STOCK OPTIONS§18.908 January 1999 18-441 15. Amendments; Termination; Limitation in Participants Rights. (a) 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 amendments shall be subje ct to (x) the approval of a majority of the shares of the Company’s voting common stock entitled to vote if the Committee determines that such approval is necessary in order for the C ompany to rely on the exemptive relief provided under Rule 16b-3 or Code Section 162(m) and (y) all othe r approvals which are required by law, whether regulatory, stockholder or otherwise. No amendment or termination or modification of the Plan shall in any manner affect any Option granted prior to the date of the amendment without the consent of the Participant holdi ng the Option, except that the Committee may amend or modify the Plan in a manne r that (a) does affect Options granted prior to the date of the amendment if the Committee determines that such amendment or modification is necessary to retain the benefits of Rule 16b-3 or Code Sec tion 162(m), or (b) does not adversely affect the rights of the Participant holding the Option. (b) The Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company, nor will it interfere in any way with any right the Company would otherwise have to terminate such Participant’s employm ent or other service at any time. 16. Governing Law. The Plan and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Georgia. ASA Holdings, Inc. 4/16/97