Georgia Stock Appreciation Rights Plan of The Todd-AO Corporation

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Multi-State
Control #:
US-CC-18-403A
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18-403A 18-403A . . . Stock Appreciation Rights Plan which provides for granting of (a) SARs to employees, directors and consultants and (b) limited stock appreciation rights to persons who are subject to Section 16 of Exchange Act. Limited rights have same terms and conditions as SARs except that limited rights are automatically exercised on date established, without any action on part of grantee, which is at least six months after grant of limited right. To extent limited right is exercised, related SAR is canceled and vice versa. The purpose of limited right is to provide grantees who are subject to short swing profit recovery provisions of Exchange Act with benefits associated with exercise of SARs even though exercise occurs outside of "window period" prescribed by SEC

The Georgia Stock Appreciation Rights Plan of The Todd-AO Corporation is a compensation program offered by the corporation to its employees, specifically in the region of Georgia. It is designed to provide eligible employees with the opportunity to benefit from the appreciation of the company's stock value over a specified period. Under this plan, employees are granted stock appreciation rights (SARS), which entitle them to receive a cash payment equal to the difference between the fair market value of the company's stock on the date of exercise and the grant price. The grant price is typically set at the market value of the stock on the date of grant. There are two main types of Georgia Stock Appreciation Rights Plans offered by The Todd-AO Corporation: 1. Performance-based SARS: This type of plan considers the achievement of predetermined performance goals as a condition for exercising the SARS. These goals may include financial targets, such as revenue growth or profitability, or other operational objectives. Once the performance goals are met, employees become eligible to exercise their SARS and receive the cash payment. 2. Time-based SARS: In this type of plan, the SARS become exercisable over a specific time period, usually spanning several years. The employee is granted a certain percentage of SARS each year, and they vest gradually over time. Once vested, employees can choose to exercise their SARS and receive the cash payment. Both types of plans aim to align the interests of the employees with that of the company's shareholders. By offering employees the opportunity to share in the company's success, The Todd-AO Corporation seeks to motivate and retain talented individuals who contribute to the company's growth and profitability. It is important to note that the specifics of the Georgia Stock Appreciation Rights Plan may vary depending on the individual's employment agreement and any additional terms and conditions set by The Todd-AO Corporation. Employees should carefully review the plan documents and consult with appropriate professionals to fully understand the details and implications of participating in the plan.

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FAQ

For purposes of financial disclosure, you may value a stock appreciation right based on the difference between the current market value and the grant price. This formula is: (current market value ? grant price) x number of shares = value.

There are no U.S. federal income tax consequences when an employee is granted SARs. However, at exercise an employee will recognize compensation income on the fair market value of the amount received at vesting. An employer is generally obligated to withhold taxes.

A Stock Appreciation Right (SAR) refers to the right to be paid compensation equivalent to an increase in the company's common stock price over a base or the value of appreciation of the equity shares currently being traded on the public market.

Stock Appreciation Rights (SARs) SARs differ from ESOPs in that they do not grant direct ownership to employees, but rather give them the right to receive a cash payout equal to the value of the stock appreciation.

A stock appreciation right is a contract between an employer and an employee that grants the employee the right to receive a payment tied to any increase in the value of the employer's stock. When granting a stock appreciation right, the employer does not grant the employee any shares of the employer's stock.

However, when a stock appreciation right is exercised, the employee does not have to pay to acquire the underlying security. Instead, the employee receives the appreciation in value of the underlying security, which would equal the current market value less the grant price.

Stock Appreciation Rights Are Not Securities.

?SARs? means stock appreciation rights entitling the holder thereof to receive a cash payment in an amount equal to the appreciation in the Common Shares over a specified period, as set forth in this Plan and in the applicable Grant Agreement.

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Georgia Stock Appreciation Rights Plan of The Todd-AO Corporation