The Hawaii Directors Stock Appreciation Rights Plan is a compensation program established by American Annuity Group, Inc., specifically designed for the company's directors based in Hawaii. This plan aims to incentivize and reward the directors for their contributions towards the growth and success of the company, aligning their interests with shareholder value. Under the Hawaii Directors Stock Appreciation Rights Plan, directors are granted stock appreciation rights (SARS) as a form of compensation. SARS provides the director with the opportunity to benefit from the appreciation in the company's stock price over a specific period. This incentive plan is an effective tool for attracting and retaining top talents in the board of directors, promoting long-term commitment, and fostering a sense of ownership. The Hawaii Directors Stock Appreciation Rights Plan offers different types of SARS to the participating directors, including: 1. Performance-Based SARS: This SARS is awarded based on predetermined performance goals set by the company, such as achieving specific financial targets, market share growth, or other key performance indicators. Directors are rewarded financially if the company meets or exceeds these goals. 2. Time-Based SARS: This SARS is granted to directors on a predetermined schedule, typically on an annual basis. The number of SARS granted is often based on the director's tenure or level of contribution to the company. The appreciation value is calculated based on the increase in the company's stock price during a specific period. 3. Restricted Stock Units (RSS) with SARS: In addition to SARS, the Hawaii Directors Stock Appreciation Rights Plan may also offer RSS. RSS is phantom shares that entitle directors to receive a certain number of actual company shares or cash equivalent based on the predetermined vesting schedule. Directors can also receive SARS alongside RSS, allowing them to enjoy the benefits of both plans. Participating directors in the Hawaii Directors Stock Appreciation Rights Plan have the opportunity to benefit directly from the company's growth and market performance. As the company's stock price appreciates, the value of their granted SARS or RSS also increases, creating additional wealth and aligning their interests with those of company stakeholders. In summary, the Hawaii Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a specialized compensation program that offers directors in Hawaii the opportunity to receive stock appreciation rights as a reward for their contributions to the company's success. This plan includes various types of SARS, including performance-based, time-based, and RSS with SARS, each designed to provide directors with incentives based on their unique circumstances and the company's goals.