The Tennessee Nonemployee Directors Stock Plan is a comprehensive compensation program implemented by TJ International, Inc. for its nonemployee directors. This plan aims to provide valuable incentives to directors and align their interests with the company's long-term success. It offers various types of grants and benefits designed exclusively for the nonemployee directors, fostering their active involvement in guiding the company towards growth. One type of stock grant available under the Tennessee Nonemployee Directors Stock Plan is the Restricted Stock Unit (RSU). RSS are awarded to directors as a promise of future shares in TJ International, Inc. These grants have specific vesting periods, during which directors must remain actively engaged to receive the shares. RSS act as an excellent motivator for nonemployee directors to contribute to the company's growth and increases the likelihood of positive outcomes for both the directors and the organization. Another type of grant is the Stock Option, which offers nonemployee directors the opportunity to purchase a predetermined number of shares at a predefined price within a specified timeframe. This allows directors to potentially benefit from the appreciation in the company's stock value over time, incentivizing their commitment towards enhancing shareholder value and long-term prosperity. The Tennessee Nonemployee Directors Stock Plan also includes a provision for Dividend Equivalent Rights (Hers). Hers provide nonemployee directors with the opportunity to receive additional compensation equivalent to the dividends that would be paid on the shares subject to RSS or Stock Options. This feature ensures that directors can participate in the company's dividend distribution without actually owning the shares, further aligning their interests with the shareholders. Additionally, the plan may also offer Performance-Based Stock Awards, which tie the grants to the achievement of specific performance targets or goals. Directors can earn additional shares or option grants if the agreed-upon metrics are met or exceeded. This type of award reinforces the emphasis on performance and incentivizes directors to actively contribute to TJ International, Inc.'s growth and profitability. In conclusion, the Tennessee Nonemployee Directors Stock Plan of TJ International, Inc. is a robust compensation program designed to attract and retain high-caliber directors. It provides various types of grants, including Restricted Stock Units, Stock Options, Dividend Equivalent Rights, and Performance-Based Stock Awards. By offering these incentives, TJ International ensures that its nonemployee directors have a vested interest in the company's long-term success, fostering a sustainable and collaborative environment.