The Alameda California Stock Option Plan for Nonemployee Directors of Cameo International, Inc. is a program designed to incentivize and reward nonemployee directors of the company with stock options. Under this plan, nonemployee directors are granted the opportunity to purchase a specific number of company shares at a predetermined price within a certain period. These stock options serve as a form of compensation for their services and aim to align their interests with the company's performance and long-term success. The plan offers various types of stock options to nonemployee directors, including: 1. Nonqualified Stock Options (Nests): These are the most common type of stock options offered to nonemployee directors. Nests provide directors the right to purchase company stock at a preset exercise price, which is typically the fair market value of the stock on the grant date. Nonqualified stock options are subject to ordinary income tax upon exercise. 2. Incentive Stock Options (SOS): Although less common, SOS may also be offered to nonemployee directors under the Alameda California Stock Option Plan. SOS provide potential tax advantages by allowing directors to delay paying taxes until the shares acquired through exercise are sold. However, specific IRS rules must be met to qualify for these tax advantages. 3. Restricted Stock Units (RSS): In addition to stock options, Cameo International, Inc. may provide RSS to nonemployee directors. RSS are units representing the right to receive shares of company stock at a future date. Unlike options, RSS do not need to be purchased by directors; instead, they are granted outright. RSS typically vest over a specific period and are subject to income tax upon distribution. 4. Performance-Based Stock Options: Another potential type of stock option is performance-based stock options. These options are granted to nonemployee directors based on predetermined performance criteria, such as specific financial goals or stock price targets. Directors can exercise these options only if the established performance goals are met. In summary, the Alameda California Stock Option Plan for Nonemployee Directors of Cameo International, Inc. provides nonemployee directors with stock options as a means of rewarding their service and fostering alignment with the company's success. The plan includes various types of stock options, including nonqualified stock options, incentive stock options, restricted stock units, and performance-based stock options.