The Santa Clara California Stock Option Plan for Nonemployee Directors of Cameo International, Inc. is a specialized compensation program designed for nonemployee directors based in Santa Clara, California who serve on the board of Cameo International, Inc. This plan provides these directors with an opportunity to receive stock options as a form of remuneration. Under this plan, nonemployee directors who are residents of Santa Clara, California and serve on the board of Cameo International, Inc. are eligible to be granted stock options. These options represent the right to buy a certain number of shares of Cameo International, Inc. common stock at a predetermined price within a specified period of time. The Santa Clara California Stock Option Plan for Nonemployee Directors may consist of different types of stock options, tailored to meet the specific needs and objectives of Cameo International, Inc. and its directors. Some possible types of stock options that may be included in this plan are: 1. Nonqualified Stock Options (SOS): Nonqualified stock options are a common type of equity compensation. They offer flexibility in terms of grant price, exercise price, and vesting schedule. SOS are subject to ordinary income tax rates upon exercise. 2. Incentive Stock Options (SOS): Incentive stock options are designed to provide tax advantages for the directors. They allow the acquisition of stock at a favorable tax rate, provided certain requirements are met. SOS may have specific holding periods to qualify for tax benefits. 3. Restricted Stock Units (RSS): RSS are another form of equity compensation that may be included in the stock option plan. Instead of granting the right to buy stock, RSS represent a promise to receive shares of Cameo International, Inc. stock at a future date, typically upon vesting. 4. Performance-Based Stock Options: Cameo International, Inc. may choose to incorporate performance-based stock options into the plan. These options are tied to specific performance criteria, such as financial goals or stock price targets. Directors would only be able to exercise these options if the predefined performance objectives are met. The Santa Clara California Stock Option Plan for Nonemployee Directors of Cameo International, Inc. aims to align the interests of nonemployee directors with the long-term success and value creation of the company. By providing the opportunity to acquire company stock, this plan incentivizes directors to contribute their expertise and knowledge towards achieving the company's strategic objectives.