DEAN JERNIGAN AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

3.  Compensation .

3.1 Salary . The Company shall pay the Executive during the Term a base salary at the rate of $610,000 per annum (the “ Annual Salary ”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased annually by an amount as may be approved by the Board or the Compensation Committee, and, upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

3.2 Bonus . During the Term, in addition to the Annual Salary, the Executive will be eligible to participate in (a) any formal annual bonus plan established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “ Annual Bonus Plan ,” and amounts paid thereunder are referred to as an “ Annual Bonus ”) and (b) any formal long-term bonus or incentive plans established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “ Long-Term Bonus Plans ,” and amounts paid thereunder are referred to as “ Long-Term Bonus ”).  The Annual Bonus Plans and the Long-Term Bonus Plans are referred to as the “ Bonus Plans .” The Executive may be awarded such restricted shares, share options and other equity-based awards under the Company’s equity compensation plans (“ Equity Awards ”) as the Compensation Committee determines to be appropriate in its sole discretion.

3.3 Benefits — In Genera l. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that may be available to similarly situated senior executives of the Company generally, on the same terms as may be applicable to such other executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs. During the Term, the Company shall maintain customary liability insurance for trustees and officers and list the Executive as a covered officer.

3.4 Vacation . During the Term, the Executive shall be entitled to vacation of four (4) weeks per year.

3.5 Automobile . During the Term, the Company will provide the Executive an allowance for the use of an automobile (including the payment of vehicle insurance) in accordance with the Company’s policy in effect from time to time. At the option of the Company, in lieu of providing such allowance, the Company will provide the Executive with an automobile of suitable standard to the Executive’s position.

3.6 Expenses . The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket business expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement, pursuant to the Company’s standard expense reimbursement policy as in effect from time to time, so long as the Executive provides

2

proper documentation establishing the amount, date and business purpose of the expenses.

4. Termination upon Death or Disability . If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4 . If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination.

Upon death or other termination of employment by virtue of disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s death or disability and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 30 days of the Effective Date of Termination; (ii) all Equity Awards held by the Executive shall become fully vested and exercisable; and (iii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.13 ). For purposes of this Section 4 , the “ Effective Date of the Termination ” shall mean the date of death or the date on which a notice of termination by virtue of disability is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of his employment during the Term upon death or by virtue of disability.

5.  Other Terminations of Employment .

5.1 Termination for Cause .   For purposes of this Agreement, “ Cause ” shall mean:

3

(a) the Executive’s conviction for (or pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;

(b) the Executive’s commission of an act of fraud, theft or dishonesty related to the business of the Company or its affiliates or the performance of the Executive’s duties hereunder;

(c) the willful and continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder;

(d) any material violation by the Executive of the covenants contained in Section 6 or that certain Non-Competition Agreement dated as of April 24, 2006 between the Executive and the Company (the “ Non-Competition Agreement ”); or

(e) the Executive’s willful and continuing material breach of this Agreement.

For purposes of this Section 5.1 , no act, or failure to act, by Executive shall be considered “ willful ” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its subsidiaries. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Cause under clause (c), (d) or (e) above, the Executive shall have 30 days from the date written notice is given by the Company of such event or condition to cure such event or condition and, if the Executive does so, such event or condition shall not constitute Cause hereunder.

5.2 Termination for Good Reason .  For purposes of this Agreement, “ Good Reason ” shall mean, unless otherwise consented to by the Executive:

 (a) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company and its subsidiaries;

(b) a material reduction in Annual Salary of the Executive;

(c) the failure by the Company to obtain an agreement from any successor to the business of the Company to assume and agree to perform this Agreement;

(d) a change in control (for purposes of this Section, “ Change in Control ” shall mean:

(i) the dissolution or liquidation of the Company,

(ii) the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the

4

Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) of voting securities of the Company immediately prior thereto cease to beneficially own more than 50% of the voting securities of the surviving entity immediately thereafter,

(iii) a sale of all or substantially all of the assets of the Company to another person or entity other than an affiliate of the Company,

(iv) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or “ group ” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than persons who are shareholders or affiliates immediately prior to the transaction) owning thirty percent (30%) or more of the combined voting power of all classes of shares of the Company, or

(v) individuals who, as of the date hereof, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board;

(e) a requirement by the Company that the Executive’s work location be moved more than fifty (50) miles from the Company’s office where the Executive works effective as of the date of this Agreement, unless the relocation results in the work location being closer to Executive’s residence; or

(f) the Company’s material and willful breach of this Agreement.

Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason under clause (a), (b), (e) or (f) above, the Company shall have 30 days from the date on which the Executive gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition shall cease to constitute Good Reason one (1) year after the event or condition first occurs.

5

5.3 Effect of Termination for Cause .  The Company may terminate the Executive’s employment hereunder for Cause and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. If the Company terminates the Executive for Cause, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13 ). For purposes of this Section 5.3 , the “ Effective Date of the Termination ” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.4 Effect of Termination Without Good Reason .  The Executive may terminate his employment without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason: (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13 ). For purposes of this Section 5.4 , the “ Effective Date of the Termination ” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.5 Effect of Non-Renewal . In the event the Company elects not to renew this Agreement as contemplated in Section 1 above and as a result the Executive has a Separation from Service, the Executive shall receive a cash payment equal to one (1) times the sum of: (i) the Executive’s Annual Salary in effect on the day of expiration of the Term and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive as provided for in Section 3.2 , or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives, payable no later than 30 days after such Separation from Service (or, if later, as soon as

6

practicable, but in no event after the earlier of (x) 30 days after the amount is reasonably capable of being known and (y) the date that is 2 1/2 months after the end of the calendar year in which the Separation from Service occurs).

5.6 Termination Without Cause; Termination for Good Reason . The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1 through Section 5.5 , (i) the Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive within 30 days of the Effective Date of Termination; (ii) the Executive shall receive a cash payment equal to the Severance Payment payable within 30 days of the Effective Date of the Termination; (iii) f