The District of Columbia Nonemployee Directors Stock Plan of TJ International, Inc. is a comprehensive program designed to incentivize and reward nonemployee directors for their contributions towards the company's growth and success. This stock plan is tailored specifically for nonemployee directors who play a crucial role in steering the strategic direction of TJ International, Inc. Under this stock plan, nonemployee directors are offered the opportunity to own a stake in the company by granting them stock options. These options allow directors to purchase a predetermined number of shares at a specified exercise price, typically set at fair market value. Through the stock plan, TJ International, Inc. aims to align the interests of its nonemployee directors with those of its shareholders, fostering a collective commitment towards the company's long-term achievements. The District of Columbia Nonemployee Directors Stock Plan of TJ International, Inc. encompasses various types of awards and provisions that cater to the unique needs and circumstances of nonemployee directors. These may include: 1. Stock Options: Nonemployee directors are granted the right to purchase shares at a predetermined price within a specified period, typically subject to vesting conditions. This enables directors to benefit from potential future increases in the company's stock price. 2. Restricted Stock Units (RSS): RSS are a form of equity, where nonemployee directors receive a grant representing a specified number of shares. These shares are subject to vesting requirements and are typically settled upon meeting certain performance or tenure milestones. 3. Performance-Based Awards: In certain instances, the stock plan may include performance-based awards tied to specific financial or operational targets. These awards are granted to nonemployee directors based on the achievement of predetermined goals, ensuring a direct link between performance and compensation. 4. Dividend Equivalents: To further enhance the attractiveness of the stock plan, nonemployee directors may also be eligible to receive dividend equivalents. These equivalents allow directors to receive cash payments equivalent to the dividends paid on the stock units they hold, even before those units are vested or exercised. 5. Change in Control Provisions: The stock plan may incorporate provisions to protect the interests of nonemployee directors in the event of a change in control or acquisition of TJ International, Inc. These provisions ensure that directors' vested stock options or grants remain intact, or may entitle them to accelerated vesting or payout prior to the transaction. Overall, the District of Columbia Nonemployee Directors Stock Plan of TJ International, Inc. is a comprehensive and flexible program designed to attract, retain, and motivate talented nonemployee directors. By offering stock-based incentives, TJ International, Inc. aims to foster a sense of ownership and align the interests of its nonemployee directors with the long-term success of the company.