The South Carolina Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a comprehensive compensation program designed to incentivize and reward directors of the company for their contributions and commitment to its success. This plan offers the directors an opportunity to earn additional compensation or benefits based on the increase in the company's stock price over a specified period. The Stock Appreciation Rights (SARS) granted under this plan are a form of equity-based compensation that allows the directors to receive payments equivalent to the appreciation in the company's stock value. These rights are given in the form of units, which have a value tied to the market price of the company's shares. Key components of the South Carolina Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. include: 1. Eligibility: The plan is available to all directors of the company who meet the specified criteria and are selected by the Board of Directors to participate in the program. 2. Granting of SARS: SARS are awarded to eligible directors at the discretion of the Board of Directors. The number of SARS granted to each director is determined based on various factors, such as the director's position, tenure, and individual performance. 3. Vesting: SARS typically vest over a predefined period, incentivizing directors to remain with the company and contribute to its long-term growth. Vesting schedules may vary, but commonly range from three to five years. 4. Exercise and Settlement: Once vested, directors have the option to exercise their SARS and receive the appreciation in company stock value. The settlement can be made either in cash or shares, depending on the company's policies and the director's choice. 5. Performance Criteria: The South Carolina Directors Stock Appreciation Rights Plan may have performance criteria that need to be met for SARS to vest or be exercised. These criteria can include financial targets, operational milestones, or shareholder return objectives. 6. Tax and Legal Considerations: The plan takes into account the tax and legal implications associated with SARS. Directors are encouraged to seek advice from their own tax and legal advisors to understand the potential consequences of participating in the program. It is important to note that the specific details and variations of the South Carolina Directors Stock Appreciation Rights Plan may differ across different companies and industries. The plan should be carefully reviewed and understood by the directors, ensuring compliance with relevant laws and regulations. In summary, the South Carolina Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a compensation program that grants eligible directors the right to receive additional compensation or benefits based on the appreciation in the company's stock value. Through this plan, directors have the opportunity to align their financial interests with the long-term success of the company and further contribute to its growth and profitability.