The Kentucky Stock Appreciation Rights Plan of The Todd-AO Corporation (SHARP) is a compensation program offered by the company to attract and retain key employees. This plan allows eligible employees to receive incentives in the form of stock appreciation rights (SARS) tied to the value of Todd-AO Corporation stock. Under the SHARP, employees are granted SARS that provide the right to receive the appreciation in the value of a specified number of Todd-AO Corporation shares over a set period. This SARS is typically subject to vesting conditions, such as the employee's continuous service with the company for a specific period or the achievement of certain performance goals. One of the main advantages of the SHARP is that it aligns the interests of the employees with those of the company's shareholders. As the stock price increases, employees directly benefit from the appreciation of the stock through the SARS they hold. This incentivizes employees to contribute to the growth and success of the company, as their efforts directly impact the value of their rewards. The SHARP offers flexibility in terms of the types of SARS granted. There are two common types of SARS provided by the plan: 1. Tandem SARS: This SARS is granted in conjunction with employee stock options. Tandem SARS can be exercised by employees either by converting them into shares of Todd-AO Corporation stock or by receiving a cash payment equal to the difference between the current stock price and the exercise price. 2. Standalone SARS: This SARS is granted independently and do not require the employee to hold or exercise stock options. Standalone SARS provide employees with the opportunity to receive cash or shares of the company's stock, depending on the terms of the plan. The SHARP is designed to motivate and reward employees for their contributions and achievements. By linking their compensation directly to the performance of Todd-AO Corporation stock, the plan promotes employee engagement, loyalty, and a sense of ownership. It serves as a powerful tool in attracting and retaining talented individuals who play a crucial role in the company's growth and success.