The Wisconsin Directors Stock Appreciation Rights Plan is a program introduced by American Annuity Group, Inc. to provide benefits to its directors. This plan is designed to give directors the opportunity to participate in the company's growth and success through stock appreciation rights (SARS). SARS is a type of equity-based compensation that grants the recipient the right to receive the appreciation in the value of a specified number of shares of company stock over a predetermined period of time. Under the Wisconsin Directors Stock Appreciation Rights Plan, directors of American Annuity Group, Inc. are granted SARS based on predetermined criteria, such as their position and contribution to the company. The SARS allow directors to benefit from the increase in the company's stock price without directly owning the shares. This aligns the interests of the directors with those of the shareholders, encouraging them to act in the best interest of the company and its stakeholders. There are several types of Wisconsin Directors Stock Appreciation Rights Plan offered by American Annuity Group, Inc., each with its own unique features and eligibility criteria. Some different types may include: 1. Performance-based SARS: This SARS is granted based on the achievement of predefined performance goals, such as financial targets or strategic milestones. Directors may be eligible to receive SARS if the company meets or exceeds these goals, incentivizing them to drive the company's success. 2. Time-based SARS: This SARS is granted to directors based on their tenure with the company. For example, directors may receive a certain number of SARS for each year of service, with the opportunity to exercise them after a predetermined vesting period. 3. Vesting schedules: The Wisconsin Directors Stock Appreciation Rights Plan may include various vesting schedules, determining when directors can exercise their SARS. Vesting schedules may be based on time milestones, performance targets, or a combination of both. 4. Termination provisions: The plan may also outline provisions related to the treatment of SARS in the event of a director's termination or departure from the company. This ensures that the plan remains fair and equitable in various scenarios. The Wisconsin Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. aims to attract and retain qualified directors by offering them a stake in the company's growth and success. By aligning their interests with those of the shareholders, the plan serves as an effective tool in motivating and rewarding directors for their contributions to the company.