The Oregon Nonemployee Directors Stock Plan is a comprehensive program implemented by TJ International, Inc. to incentivize and reward nonemployee directors through stock ownership. This plan offers various types of financial benefits and equity options tailored specifically to nonemployee directors. One key aspect of this plan is the allocation of stock-based compensation to directors who do not hold any employment position within TJ International, Inc. The stock awards granted under this program are designed to align the interests of nonemployee directors with the company's long-term performance and shareholder value. The Oregon Nonemployee Directors Stock Plan also incorporates distinct types of awards to provide flexibility and cater to different director roles and responsibilities. These awards include Restricted Stock Units (RSS), Stock Options, and Performance-Based Stock Units (Pass). Each award type has unique characteristics and grant conditions, allowing nonemployee directors to choose the most suitable option based on their individual circumstances and risk appetite. Restricted Stock Units (RSS) grant nonemployee directors the right to receive company stock at a predetermined future date. These awards are subject to vesting schedules, which incentivize directors to remain actively engaged with the company over a specified period of time. Once the vesting requirements are met, nonemployee directors receive the underlying stock or its cash equivalent. Stock Options provide nonemployee directors with the right to purchase a certain number of company shares at a predetermined exercise price. Directors can exercise these options at a future date, depending on the terms and conditions specified in the grant. This type of award allows directors to benefit from any potential increase in the company's stock price, thereby encouraging them to contribute to the company's success. Performance-Based Stock Units (Pass) are another component of the Oregon Nonemployee Directors Stock Plan. These awards are tied to the achievement of predefined performance goals, such as financial targets or strategic milestones. Directors are granted a certain number of Pass, which convert into company stock or cash equivalents once the goals are met. This type of award aims to motivate nonemployee directors to actively contribute to the company's growth and operational performance. Overall, the Oregon Nonemployee Directors Stock Plan of TJ International, Inc. provides a comprehensive framework for rewarding nonemployee directors through equity ownership. By offering a range of stock-based compensation options, such as RSS, Stock Options, and Pass, the plan aligns the interests of nonemployee directors with the long-term success of the company.