You are advising a privately held corporation. They have employees for which they want to create incentive-aligning compensation. Because the company is not traded, there is concern about avoiding costly appraisals. They also want the employees to be required to stay for at least two years to get any benefit from the plan. What would you structure and why? Be specific about your plan so that it meets the needs of (1) no costly appraisals and (2) employees must stay for 2 years post-award to benefit.