The North Carolina Stock Option Plan for Nonemployee Directors of Cameo International, Inc. is a comprehensive program designed to provide nonemployee directors with stock options as part of their compensation package. This plan allows these directors to benefit from the company's growth, aligning their interests with those of the shareholders. As nonemployee directors play a crucial role in guiding and overseeing the company's operations, the stock option plan serves as a valuable tool to attract and retain top talent on the board. By offering stock options, Cameo International, Inc. aims to create a sense of ownership and incentive for these directors, encouraging them to actively contribute to the company's success. The North Carolina Stock Option Plan offers various types of stock options specifically tailored for nonemployee directors. These options may include: 1. Nonqualified Stock Options (Nests): Nonqualified stock options provide directors with the right to purchase a specific number of shares at a predetermined exercise price within a set timeframe. These options often have more flexibility in terms of exercise dates and taxation compared to other types of stock options. 2. Incentive Stock Options (SOS): SOS offer nonemployee directors the opportunity to purchase company shares at a favorable exercise price. However, specific requirements set by the Internal Revenue Service (IRS) must be met to qualify for the preferential tax treatment associated with SOS. 3. Performance-Based Stock Options: This type of stock option allows nonemployee directors to acquire shares based on the company's performance over a certain period. Directors may receive a predetermined number of shares if predefined performance goals are met, ensuring alignment between their efforts and the company's success. 4. Restricted Stock Units (RSS): RSS are not technically options but are often included in stock option plans. Nonemployee directors receive a specific number of RSS that vest over time or upon achieving certain milestones. Once vested, directors have the right to convert RSS into company shares. It is important to note that the specific terms, conditions, and eligibility requirements for each type of stock option plan may vary. Cameo International, Inc. would provide further details and guidelines for nonemployee directors participating in the North Carolina Stock Option Plan, ensuring transparency and clarity regarding the benefits and obligations associated with each type of stock option.