The Georgia Nonemployee Directors Stock Option Plan of National Surgery Centers, Inc. is a comprehensive compensation program designed for nonemployee directors of the company who are based in Georgia. This plan allows eligible directors to receive stock options as a part of their overall compensation package, providing them with an opportunity to own shares in the company. Under this plan, nonemployee directors are granted the right to purchase a specified number of shares of National Surgery Centers, Inc. stock at a predetermined exercise price. The stock options granted are typically subject to certain vesting conditions, which may be based on the director's tenure, performance, or other performance-based criteria. By participating in this stock option plan, nonemployee directors become shareholders of National Surgery Centers, Inc., aligning their interests with the company's overall growth and success. This, in turn, motivates directors to contribute to the company's long-term strategic objectives and increases their commitment to corporate governance. The Georgia Nonemployee Directors Stock Option Plan offers various types of stock options to eligible directors: 1. Non-Qualified Stock Options (Nests): These stock options are the most common type granted and provide directors with flexibility regarding tax implications. Nests are generally subject to ordinary income tax upon exercise. 2. Incentive Stock Options (SOS): This type of stock option is granted with specific tax advantages under the Internal Revenue Code. SOS may offer potential tax benefits for nonemployee directors, but they have certain statutory requirements and limitations compared to Nests. 3. Performance-Based Stock Options: National Surgery Centers, Inc. may also offer performance-based stock options to nonemployee directors. These options typically vest based on the achievement of predetermined performance goals or milestones, such as the company's financial targets or stock price appreciation. 4. Restricted Stock Units (RSS): While not technically stock options, RSS are another form of equity compensation that may be granted to nonemployee directors. RSS represents the right to receive shares of the company's stock at a future date, usually upon the satisfaction of specific vesting conditions. The Georgia Nonemployee Directors Stock Option Plan aims to attract and retain talented individuals to serve on the board of National Surgery Centers, Inc. by providing them with an opportunity to share in the company's growth and success. This compensation program aligns the interests of nonemployee directors with those of the company's shareholders, fostering a sense of commitment and dedication towards the achievement of long-term corporate objectives.