The Indiana Nonemployee Directors Stock Plan is a comprehensive compensation system established by Jacob Communications, Inc. to reward its nonemployee directors. This plan aims to provide a meaningful incentive for the directors' contributions to the company's growth and success. Through the stock plan, directors are granted equity-based compensation in the form of stock options or restricted stock units (RSS) linked to Jacob Communications' stock value. The Indiana Nonemployee Directors Stock Plan offers various types of equity-based awards to nonemployee directors, which include: 1. Stock Options: Nonemployee directors may be granted stock options, giving them the right to purchase a specific number of Jacob Communications' shares at a predetermined exercise price. These stock options typically have a vesting period, during which directors must remain actively engaged with the company to exercise the options. 2. Restricted Stock Units (RSS): In addition to or instead of stock options, nonemployee directors may receive RSS. RSS is formal promises to grant a specific number of Jacob Communications' shares to the directors at a predetermined future date or upon certain conditions. The RSS typically vest over a specific period, encouraging long-term commitment and alignment with shareholders' interests. 3. Performance-Based Awards: The Indiana Nonemployee Directors Stock Plan may also include performance-based awards. These awards are tied to predetermined performance goals established by the company, ensuring that directors are rewarded based on company performance metrics. 4. Dividend Equivalents: Directors participating in the stock plan may also receive dividend equivalents. Dividend equivalents reflect the amount of dividends that would have been paid on the underlying shares of equity awards, allowing directors to receive equivalent cash or additional equity. It is important for Jacob Communications' nonemployee directors to thoroughly understand the Indiana Nonemployee Directors Stock Plan's terms and conditions, including the vesting schedule, exercise price, and any other obligations associated with the awarded equity-based compensation. The plan serves as a vital tool for attracting and retaining experienced directors, aligning their interests with the company's long-term success, and reinforcing their commitment to the growth of Jacob Communications, Inc.