The West Virginia Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a comprehensive compensation program designed to incentivize and reward directors of the company. This plan is specifically tailored for directors operating within the state of West Virginia, and it aims to provide them with stock appreciation rights as a form of non-cash compensation. Under this plan, directors are granted the right to receive additional compensation based on the appreciation of American Annuity Group, Inc. stock over a specified period. These stock appreciation rights allow directors to benefit from the growth in the company's stock price without having to purchase actual shares. By implementing this plan, American Annuity Group, Inc. aims to align the interests of its directors with those of the shareholders, as well as attract and retain talented individuals who can contribute to the company's success. This compensation program serves as a performance-based incentive, motivating directors to make strategic decisions and take actions that enhance the value of the company's stock. The West Virginia Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. offers various types of awards and benefits to directors participating in the program. These may include: 1. Stock Appreciation Rights (SARS): Directors are granted SARS, which provide them with the right to receive the appreciation in the company's stock value. 2. Vesting Schedule: The plan may incorporate a vesting schedule, which determines when the SARS become exercisable by the directors. This schedule could be time-based or performance-based, ensuring that directors stay engaged with the company for a certain period or achieve specific targets before accessing the benefits. 3. Exercise Price: The plan may establish an exercise price, which is the price at which directors can exercise their SARS. This price is typically set at the fair market value of the company's stock on the date of grant. 4. Dividends: Depending on the terms of the plan, directors may also be entitled to receive dividends or dividend equivalents on their SARS, further enhancing their potential compensation. Ultimately, the West Virginia Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a valuable tool for American Annuity Group, Inc. to attract, retain, and reward its board members. By offering stock appreciation rights, the company can align the interests of directors with the long-term success of the organization, ensuring the growth and prosperity of the company for the benefit of its shareholders and stakeholders.