The Arizona Stock Option Plan for Nonemployee Directors of Cameo International, Inc. is a comprehensive compensation program designed specifically for nonemployee directors serving on the Board of Directors of Cameo International, Inc., an Arizona-based company. Under this plan, nonemployee directors are granted various types of stock options as a part of their compensation package, providing them with an opportunity to acquire shares of the company's stock at a predetermined price. The program offers different types of stock options for nonemployee directors, including: 1. Nonqualified Stock Options: Nonqualified stock options are one type of stock option available to nonemployee directors. These options allow directors to purchase shares of the company's stock at a predetermined exercise price, which is usually the fair market value of the stock on the date of the grant. Nonqualified stock options do not qualify for the special tax treatment available for incentive stock options. 2. Incentive Stock Options: Incentive stock options may also be granted to nonemployee directors under the Arizona Stock Option Plan. These options provide directors with the right to purchase company stock, usually at a discounted price, while enjoying favorable tax treatment. To qualify for this special tax treatment, certain conditions set by the Internal Revenue Service (IRS) must be met. The Arizona Stock Option Plan for Nonemployee Directors of Cameo International, Inc. is aimed at attracting and retaining experienced and qualified individuals to serve on the company's Board of Directors. By providing stock options, the plan aligns the interests of nonemployee directors with the overall success and performance of Cameo International, Inc. This incentive program encourages nonemployee directors to contribute their expertise and work towards the long-term growth and profitability of the company, as their stock options gain value over time. Through the Arizona Stock Option Plan, nonemployee directors have the opportunity to share in the potential financial success of Cameo International, Inc. as the stock options they receive allow them to benefit from any increase in the company's stock price. This serves as a motivator, aligning the interests of the nonemployee directors with those of the shareholders and fostering a strong sense of commitment towards the company's goals. Overall, the Arizona Stock Option Plan for Nonemployee Directors of Cameo International, Inc. provides an attractive compensation package that combines competitive remuneration with long-term incentives. It recognizes the vital role played by nonemployee directors in the governance and strategic direction of the company, while also rewarding their commitment and dedication.