The Tennessee Stock Appreciation Rights Plan of The Todd-AO Corporation is a comprehensive compensation program designed to reward and incentivize employees of the company. This plan is specifically tailored to the laws and regulations governing stock appreciation rights (SARS) in the state of Tennessee, ensuring compliance and providing a fair and equitable structure for participants. Under the Tennessee Stock Appreciation Rights Plan, eligible employees are granted the opportunity to earn and receive SARS, which are similar to stock options. SARS enable employees to benefit from the appreciation in the company's stock price without actually owning the shares. This plan is a powerful tool for attracting and retaining top talent, as it aligns the interests of employees with the company's long-term growth and success. There are different types of SARS that employees can participate in under the Tennessee Stock Appreciation Rights Plan. These include: 1. Restricted Stock Appreciation Rights: This type of SARS has specific vesting conditions that must be met before the employee can exercise and receive the appreciation in the stock price. Typically, these conditions are based on the employee's tenure or achievement of performance targets. 2. Performance-Based Stock Appreciation Rights: This SARS is tied to the achievement of predefined performance goals or milestones. Employees are rewarded with SARS only if they meet or exceed these targets, providing an additional layer of motivation and accountability. 3. Cash-Settled Stock Appreciation Rights: In this type of SARS, the employee is entitled to receive a cash payment equal to the value of the appreciation in the company's stock price. This provides employees with immediate financial rewards, even if they do not exercise the SARS by acquiring actual shares. The Tennessee Stock Appreciation Rights Plan also outlines the exercise and settlement process for SARS. Upon meeting the plan's requirements, employees can choose to exercise their SARS by converting them into shares of the company's stock or receiving cash payments, depending on the type of SARS they hold. Overall, the Tennessee Stock Appreciation Rights Plan of The Todd-AO Corporation is a valuable compensation tool that incentivizes and rewards employees for their contributions to the company's growth and success. By offering different types of SARS, the plan provides flexibility in aligning employee performance and goals with the company's overall objectives.