The California Nonemployee Directors Stock Plan of Jacob Communications, Inc. is a comprehensive compensation program designed specifically for nonemployee directors of the company. This plan serves as a means to attract and retain talented directors by offering them an opportunity to acquire and own a stake in the company through stock grants or stock options. Under the California Nonemployee Directors Stock Plan, eligible nonemployee directors are granted equity-based awards as a form of compensation. These awards can be in the form of restricted stock units (RSS) or stock options. The plan provides flexibility for the company to determine the number of RSS or stock options to be granted to each participating director. The RSS are grants representing the right to receive shares of Jacob Communications, Inc. common stock at a future date. The recipient nonemployee director typically receives these shares upon the fulfillment of certain vesting conditions, such as the attainment of a specified service period or the achievement of performance goals. On the other hand, stock options offer nonemployee directors the right to purchase a certain number of shares at a predetermined exercise price. The exercise price is usually set at the fair market value of the company's stock on the date of grant. Nonemployee directors can exercise their stock options at a future date, subject to vesting requirements. The California Nonemployee Directors Stock Plan also sets guidelines for the termination and transferability of awards. In some cases, the plan allows for the acceleration of vesting upon a change of control of Jacob Communications, Inc., ensuring that nonemployee directors have the opportunity to realize the benefits of their equity-based awards in such scenarios. It should be noted that this description is focused on the general structure and provisions of the California Nonemployee Directors Stock Plan of Jacob Communications, Inc. The plan may have additional terms, conditions, and provisions specific to the company and its directors, which can be found in the plan documents and agreements. In summary, the California Nonemployee Directors Stock Plan is an important component of Jacob Communications, Inc.'s overall compensation strategy, designed to incentivize and reward nonemployee directors for their contributions to the company's success. It offers nonemployee directors the opportunity to acquire and own a stake in the company, aligning their interests with those of the shareholders and fostering a sense of ownership and commitment.