The Texas Stock Appreciation Rights Plan of The Todd-AO Corporation is a comprehensive compensation program designed to incentivize and reward key employees. This plan provides eligible participants with stock appreciation rights (SARS) that grant them the opportunity to profit from the increase in the company's stock price over a certain period. Under this plan, employees are granted SARS, which are essentially a form of derivatives. These rights are issued by the company and allow participants to receive a cash payment equal to the appreciation in the company's stock value between the grant date and the exercise date. The value of this SARS is determined by the increase in the market price of the company's stock during the specified period. The Texas Stock Appreciation Rights Plan of The Todd-AO Corporation offers various types of SARS, each with its own unique features and conditions. These types may include Phantom SARS, Tandem SARS, Reload SARS, and Deferred SARS. 1. Phantom SARS: Phantom SARS do not grant actual ownership of company stock, but they entitle participants to receive cash payments based on the stock price appreciation. 2. Tandem SARS: Tandem SARS are granted in combination with stock options. They allow participants to choose between exercising the SARS or exercising the stock options. 3. Reload SARS: Reload SARS allow participants to receive additional SARS upon the exercise of previously granted SARS. This feature ensures that participants can continue to benefit from stock price appreciation even after exercising their initial SARS. 4. Deferred SARS: Deferred SARS provide participants with the flexibility to delay the exercise of their SARS until a predetermined future date. This allows participants to potentially benefit from further stock price appreciation. The Texas Stock Appreciation Rights Plan is carefully structured to align the interests of key employees with the company's performance and shareholder value. By granting participants the opportunity to benefit from stock price appreciation, the plan serves as a powerful motivational tool and encourages employees to contribute to the long-term success and growth of The Todd-AO Corporation.