The Orange California Directors Stock Appreciation Rights Plan is a specialized compensation program offered by the American Annuity Group, Inc. to its directors residing in Orange, California. This plan enables eligible directors to receive appreciation in the stock value of the company as a form of compensation. In this unique program, directors are granted the right to receive stock appreciation rights (SARS) that entitle them to the increase in the stock price of American Annuity Group, Inc. over a specified period. SARS provides a financial incentive to directors based on the company's stock performance, ensuring alignment of their interests with the overall success of the organization. The Orange California Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. offers various types of SARS based on specific criteria or terms. These may include: 1. Performance-based SARS: Under this type of SAR, the value of the award is determined by predetermined performance goals, such as increasing market share, revenue growth, or achieving specific financial targets. Directors receive the appreciation in stock value if these goals are met. 2. Time-vesting SARS: With time-vesting SARS, directors become eligible to exercise their rights to the stock appreciation over a specified vesting period. This encourages long-term commitment and loyalty from the directors as they need to stay with the company to reap the potential benefits. 3. Dividend equivalent SARS: This type of SAR allows directors to receive cash or additional SARS equal to the dividends paid on the company's stock during the vesting period. It provides an additional source of compensation alongside the stock appreciation. 4. Reloadable SARS: In reloadable SARS, once a director exercises their SARS and receives the stock appreciation, they may be granted additional SARS in exchange for the surrendered shares. This feature replenishes the director's SAR pool, allowing them to participate in future stock appreciation. The Orange California Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. aims to attract and retain talented directors by offering a unique compensation program tied to the company's stock performance. This plan motivates directors to contribute to the organization's growth and profitability while rewarding them for their efforts and commitment.