The Pennsylvania Directors Stock Appreciation Rights Plan is a compensation program offered by American Annuity Group, Inc. to its directors in Pennsylvania. This plan aims to provide additional incentives to the company's board members by granting them stock appreciation rights (SARS) in the form of financial rewards tied to the appreciation of the company's stock value over a specified period of time. Pennsylvania Directors Stock Appreciation Rights Plan: The Pennsylvania Directors Stock Appreciation Rights Plan introduces a variety of benefits and features for the participating directors of American Annuity Group, Inc. Some key aspects of this plan include: 1. Stock Appreciation Rights (SARS): Directors who participate in this plan are awarded SARS, which entitle them to receive financial compensation based on the growth and appreciation of the company's stock value during a predetermined period. This allows directors to share in the success of the company and aligns their interests with those of the shareholders. 2. Performance-Based Rewards: The value of the awarded SARS is directly linked to the overall performance of American Annuity Group, Inc. This encourages directors to contribute towards the company's growth and profitability, as their financial rewards are directly tied to the success of the organization as a whole. 3. Vesting Schedule: The Pennsylvania Directors Stock Appreciation Rights Plan typically includes a vesting schedule, which determines when directors become eligible to exercise their SARS. Vesting schedules can be structured based on time or performance milestones, providing an incentive for directors to remain with the company and contribute to its long-term success. 4. Exercise and Settlement: Once SARS have vested, directors can exercise their rights by converting them into cash or stock. Exercise and settlement processes may vary based on the terms of the plan, offering flexibility in how directors choose to utilize their earned rewards. 5. Additional Terms and Conditions: The plan may include other provisions such as change of control clauses, which define the treatment of SARS in the event of a merger or acquisition. These terms ensure that directors are fairly compensated in various scenarios and provide clarity on the procedures involved. It's important to note that the specific details and variations of the Pennsylvania Directors Stock Appreciation Rights Plan may differ for each company or within American Annuity Group, Inc. They can also be subject to regulatory requirements and compliance with Pennsylvania state laws. In summary, the Pennsylvania Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a compensation program designed for the company's directors in Pennsylvania. This plan aims to provide incentives and rewards to the participating directors based on the appreciation of American Annuity Group's stock value, aligning their interests with the company's success.