The Texas Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. (AAG) is a compensation program designed for directors of the company, providing them with the opportunity to earn additional financial rewards based on the appreciation of AAG's stock price. This plan is specific to the state of Texas and is tailored to the needs and regulations of the region. Under the Texas Directors Stock Appreciation Rights Plan, directors are granted rights to the appreciation in the value of AAG's common stock over a specific period of time. These rights are granted as a form of compensation and can be exercised by directors at their discretion. The value of these rights is directly tied to the increase in stock price, motivating directors to work towards the growth and success of the company. The plan aims to align the interests of AAG's directors with those of the company's shareholders by incentivizing them to actively contribute towards the enhancement of AAG's stock value. This ensures that decisions made by directors are aligned with the long-term financial goals and overall success of the organization. The Texas Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. may have several types, including: 1. Performance-Based Stock Appreciation Rights: These rights are granted to directors based on specific performance criteria, such as achieving predetermined financial targets or meeting certain operational milestones. Directors must meet these performance goals in order to exercise the stock appreciation rights. 2. Time-Based Stock Appreciation Rights: With this type of plan, directors are granted stock appreciation rights based on their tenure or length of service with AAG. These rights typically vest over a period of time, providing directors with an incentive to remain engaged and committed to the company's success over the long term. 3. Change of Control Stock Appreciation Rights: In the event of a change of control or acquisition of AAG, directors may be granted stock appreciation rights as a means of protecting their interests and ensuring a smooth transition. These rights may become exercisable if certain conditions or events occur, such as the sale of the company. It is important to note that the specifics of the Texas Directors Stock Appreciation Rights Plan may vary depending on the requirements and guidelines set forth by AAG and relevant Texas state laws and regulations.