Washington Stock Option Plan for Nonemployee Directors of Cameo International, Inc. is a comprehensive compensation program designed to attract and retain highly qualified individuals to serve on the board of directors of the company. This plan offers various types of stock options to nonemployee directors based in Washington, ensuring their active participation in the growth and success of Cameo International, Inc. Under the Washington Stock Option Plan for Nonemployee Directors of Cameo International, Inc., nonemployee directors receive stock options as a form of compensation, giving them the opportunity to purchase company stock at a predetermined price. These stock options serve as an incentive for directors to make significant contributions to the company's overall performance and long-term goals. The plan consists of different types of stock options, each with its unique features and benefits: 1. Nonqualified Stock Options (Nests): This type of stock option allows nonemployee directors to purchase shares of Cameo International, Inc. stock at a predetermined price, called the exercise price. Nests offer flexibility as they can be granted at any time and do not have to comply with specific tax regulations. 2. Incentive Stock Options (SOS): SOS are another type of stock option granted to nonemployee directors under the Washington Stock Option Plan. Unlike Nests, SOS have more favorable tax treatment for both the company and the director. These options must comply with specific requirements set forth by the Internal Revenue Code, including a maximum exercise price and a holding period. 3. Performance-Based Stock Options (Pesos): This category of stock options is granted to nonemployee directors based on predefined performance criteria. The directors receive the options only if certain performance goals, such as revenue targets or market share growth, are met within a specified period. Pesos align the directors' interests with the company's performance and incentivize them to achieve the set goals. 4. Restricted Stock Units (RSS): RSS represent an alternative form of compensation under the plan, where nonemployee directors receive units that convert into company stock over a specified vesting period. Once the vesting conditions are met, the RSS are converted into shares at the current market price. RSS provide directors with an opportunity to benefit from the company's success while incentivizing them to remain with Cameo International, Inc. for the long-term. Overall, the Washington Stock Option Plan for Nonemployee Directors of Cameo International, Inc. offers a comprehensive range of stock options aimed at attracting and retaining experienced directors from Washington. By aligning their interests with the company's performance and growth, the plan encourages active participation and long-term commitment from the directors in Cameo International, Inc.'s strategic decision-making processes.