The Georgia Stock Option Plan for Nonemployee Directors is a compensation program offered by Cameo International, Inc. to reward and incentivize its nonemployee directors based in Georgia. It provides an opportunity for these directors to acquire company stock options, giving them the right to purchase a specific number of shares at a predetermined price. This plan not only aligns the interests of the directors with those of the company's shareholders but also acts as a means of attracting and retaining talented individuals on the board. Under the Georgia Stock Option Plan, nonemployee directors are granted stock options based on their contributions, commitment, and performance. These options typically have a predetermined vesting period, after which the directors can exercise the options and acquire the underlying shares. The price at which the shares can be purchased is often set at the fair market value of the stock on the date of grant. There may be different types of Georgia Stock Option Plans available to nonemployee directors of Cameo International, Inc., tailored to meet specific objectives or accommodate various scenarios. These variants can include: 1. Qualified Stock Option Plans: These plans satisfy the requirements of the Internal Revenue Code (IRC) Section 422 and offer potential tax advantages for both the company and the participants. Qualified options usually have specific holding periods and exercise rules to qualify for favorable tax treatment. 2. Non-Qualified Stock Option Plans: These plans do not comply with the IRC Section 422 requirements, making them more flexible in terms of granting options. Although non-qualified options are generally subject to ordinary income tax upon exercise, they offer greater flexibility in terms of exercising options and can be granted at a discount or with customized vesting schedules. 3. Incentive Stock Option Plans: Incentive stock option plans are a specific type of qualified stock option plan that provides potential tax benefits to the option holders. These plans often have stringent requirements and rules to qualify for favorable tax treatment. Incentive stock options may be subject to alternative minimum tax (AMT) considerations. 4. Restricted Stock Units (RSS) Plans: In addition to stock options, Cameo International, Inc. may offer RSS as part of the stock option plan for nonemployee directors. RSS represents a promise to deliver company shares at a future date, often based on a vesting schedule. RSS may have different tax implications compared to stock options. It's essential for nonemployee directors to carefully review the terms and conditions, tax implications, exercise rules, and any additional provisions of the Georgia Stock Option Plan to fully understand the benefits and obligations associated with their participation.