The South Dakota Nonemployee Director Stock Plan is an integral part of Donnelly Enterprise Solutions, Inc.'s compensation structure for nonemployee directors residing in South Dakota. This stock plan is specifically designed to incentivize and reward the contributions of these individuals who serve on the company's board of directors but are not employed by the organization. Under this stock plan, nonemployee directors are granted stock options or restricted stock units (RSS) that provide them with the opportunity to acquire shares of Donnelly Enterprise Solutions, Inc. stock. These equity-based awards are offered as a means to align the interests of nonemployee directors with the company's long-term growth and success. By becoming shareholders, these individuals have a vested interest in driving the company's performance and value creation. The South Dakota Nonemployee Director Stock Plan follows the guidelines and provisions set forth by applicable laws and regulations in South Dakota. It adheres to corporate governance principles and ensures that the compensation structure for nonemployee directors is fair, competitive, and reflective of their contributions to the organization. Donnelly Enterprise Solutions, Inc. recognizes the vital role played by these directors in providing strategic guidance, overseeing corporate affairs, and safeguarding shareholders' interests. Within the South Dakota Nonemployee Director Stock Plan, there may be variations or types of equity grants available to nonemployee directors. These may include stock options, which grant the right to purchase shares of the company's stock at a specified price (the exercise price) within a predetermined period. Alternatively, nonemployee directors may receive RSS, which represent the promise of shares to be delivered at a future date upon certain vesting criteria being met. The specific types of equity grants and their terms may vary depending on the company and individual circumstances. It is important to note that the South Dakota Nonemployee Director Stock Plan is tailored specifically to meet the needs and requirements of Donnelly Enterprise Solutions, Inc. and its nonemployee directors residing in South Dakota. Each company may have its own unique stock plan catering to its specific needs, governance policies, and applicable regulations.