The Oregon Nonemployee Directors Nonqualified Stock Option Plan of Cocos, Inc. is a compensation program specifically designed for nonemployee directors serving on the board of directors of the company. This plan aims to provide these directors with an additional incentive to ensure their commitment to the growth and success of Cocos, Inc. Under the Oregon Nonemployee Directors Nonqualified Stock Option Plan, nonemployee directors are granted stock options that give them the right to purchase a specified number of company shares at a predetermined price, known as the exercise price. This option grant allows directors to benefit from any appreciation in the company's stock value, aligning their interests with those of the shareholders. One key feature of this plan is that it is nonqualified, meaning it does not qualify for special tax treatment under the Internal Revenue Code. Nonqualified stock options are subject to income tax when exercised, based on the difference between the fair market value of the stock and the exercise price at the time of exercise. This taxation occurs regardless of whether the director sells the acquired shares or holds them. The Oregon Nonemployee Directors Nonqualified Stock Option Plan may encompass different types of stock options, including: 1. Standard Stock Options: These options allow directors to purchase company shares at the exercise price within a specified time frame, usually granted upon the director's appointment or after a specific waiting period. The exercise price is typically set at the fair market value of the stock on the grant date. 2. Performance-Based Stock Options: This type of stock option provides directors with the opportunity to acquire additional shares based on predetermined performance goals, such as achieving specific financial targets or company milestones. Performance-based stock options come with eligibility criteria and vesting periods, ensuring directors contribute to the company's growth and success. 3. Equity Incentive Stock Options: In some cases, the nonemployee directors' stock options may be structured as equity incentive stock options, which are designed to qualify for favorable tax treatment under the Internal Revenue Code. These options offer potential tax advantages, such as the ability to defer taxation until the sale of the acquired shares. Overall, the Oregon Nonemployee Directors Nonqualified Stock Option Plan of Cocos, Inc. provides a valuable tool for attracting and retaining top-quality nonemployee directors, fostering their commitment to the company's long-term performance. It aligns the interests of the directors with those of the shareholders, contributing to the sustainable growth and success of Cocos, Inc.