The Minnesota Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. (AAG) is a compensation program specifically designed for directors of the company. This plan aims to reward and incentivize directors by providing them with stock appreciation rights (SARS) based on the performance and value of AAG's stock. Under this plan, directors have the opportunity to receive the appreciation in the value of AAG's stock over a specified time period. This SARS is granted to directors and are typically subject to certain vesting requirements, which ensure that the directors remain committed and aligned with the long-term success of the company. Key features of the Minnesota Directors Stock Appreciation Rights Plan include: 1. Stock Appreciation Rights (SARS): These are the primary form of compensation offered under the plan. Directors are granted SARS that track the increase in the value of AAG's stock over a predetermined exercise period. The appreciation is typically payable in cash or company stock, depending on the plan's terms. 2. Performance-Based Compensation: The value of SARS is tied to the performance of AAG's stock. If the stock's value increases significantly during the exercise period, directors are rewarded accordingly. This feature promotes the company's growth and aligns the interests of the directors with the shareholders. 3. Vesting Requirements: The plan often includes vesting requirements to ensure a long-term commitment from directors. Vesting means that directors must remain with the company for a specified period before they can exercise their SARS and receive the appreciation. This helps retain experienced directors and encourages their continued dedication to AAG's success. 4. Cash or Stock Payment: When directors exercise their SARS, they may have the option to receive the appreciation in cash or AAG's stock. This flexibility allows directors to choose the option that best suits their financial goals and preferences. It's important to note that while this description outlines the general features of the Minnesota Directors Stock Appreciation Rights Plan of AAG, specific plan details may vary. Various types or variations of the plan may exist, tailored to meet the unique needs and circumstances of the company and its directors. In conclusion, the Minnesota Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. offers an attractive compensation program for directors, providing them with stock appreciation rights linked to the performance of AAG's stock. This plan seeks to align the interests of directors with the long-term success of the company, fostering commitment and incentivizing performance.