The Illinois Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a compensation program offered by the company specifically for its directors based in Illinois. It is designed to reward directors for their contributions and align their interests with the long-term success of the company. Under this plan, directors are granted stock appreciation rights (SARS) as a form of compensation. SARS provides the right to receive the appreciation in the value of a specified number of company shares over a certain period of time. These rights are typically granted at a predetermined exercise price equal to the fair market value of the company's stock on the date of grant. The Illinois Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. aims to incentivize directors to make decisions that positively impact the company's performance and shareholder value. By tying compensation to stock price appreciation, the plan encourages directors to focus on strategies and actions that will boost the company's financial success in the long run. This plan offers multiple types of stock appreciation rights, including: 1. Performance-Based SARS: These rights are granted based on the achievement of predetermined performance goals. Directors may earn SARS by meeting specific financial targets, revenue growth objectives, or other performance metrics outlined by the company. 2. Time-Vested SARS: These rights become exercisable over a period of time based on the director's continued service to the company. Directors typically earn a portion of the SARS each year and can exercise them once they have vested. 3. Change of Control SARS: In the event of a change of control, such as a merger or acquisition, these rights provide directors with the opportunity to benefit from the increase in stock value resulting from the transaction. This SARS may become immediately exercisable and allow directors to cash in on the change in company ownership. It is essential for directors to carefully review the terms and conditions outlined in the Illinois Directors Stock Appreciation Rights Plan to understand the specific rules related to each type of SAR. The plan will provide a comprehensive overview of grant dates, vesting schedules, exercise periods, and any other relevant details. In summary, the Illinois Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. offers a compensation structure that rewards directors for their contributions to the company's success. By granting various types of stock appreciation rights, the plan motivates directors to drive performance and create long-term value for shareholders.