The Kentucky Directors Stock Appreciation Rights Plan is a compensation program offered by American Annuity Group, Inc. for its directors in the state of Kentucky. This plan aims to reward and incentivize directors for their commitment and contribution to the company's success. Under this plan, directors are granted stock appreciation rights (SARS) as a form of compensation. SARS is a type of equity-based incentive that allows the directors to benefit from the appreciation in the company's stock price over a specified period of time. This means that if the stock price increases, the directors have the opportunity to gain a financial benefit. The Kentucky Directors Stock Appreciation Rights Plan follows specific guidelines and regulations set by Kentucky state laws. It is designed to align the interests of the directors with those of the company and its shareholders, encouraging long-term commitment and performance. One of the key features of this plan is that it provides directors with the potential to benefit from the company's growth without the need to purchase actual shares of stock. Instead, they receive hypothetical units that reflect the increase in stock value. When the SARS vest, directors can choose to convert them into actual shares or receive a cash settlement based on the market value of those units. The Kentucky Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. offers various types of SARS, including: 1. Full Value SARS: Directors receive the full value of the SARS in either shares or cash upon vesting, depending on their choice. 2. Tandem SARS: Directors receive both stock options and SARS concurrently, giving them the flexibility to choose the form of compensation that suits them best. 3. Performance-based SARS: Directors earn SARS based on the achievement of specific performance targets set by the company. This type of SAR aligns director's compensation directly with the company's performance. Overall, the Kentucky Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. provides a means for the company to attract and retain talented directors in Kentucky by offering them a potential financial benefit tied to the company's growth and performance. It serves as a valuable tool for aligning the interests of directors with those of the company and its shareholders.