Orange California Nonemployee Directors Stock Plan is a unique program offered by TJ International, Inc. to its nonemployee directors based in Orange, California. This plan provides an opportunity for eligible directors to receive stock-based compensation, allowing them to align their interests with those of the company's shareholders. The Orange California Nonemployee Directors Stock Plan aims to attract and retain talented individuals who can contribute to the company's success by serving on its board of directors. By offering stock-based incentives, TJ International, Inc. ensures that the directors have a vested interest in the long-term growth and profitability of the company. This plan comes with various types of stock-based awards designed to suit the different needs and objectives of nonemployee directors. Some key types of stock-based awards available under the Orange California Nonemployee Directors Stock Plan include: 1. Stock Options: These grants give directors the right to purchase a specified number of shares at a predetermined exercise price within a defined timeframe. This allows directors to benefit from appreciation in the company's stock value. 2. Restricted Stock Units (RSS): RSS represent a promise to deliver shares of TJ International, Inc. stock in the future. Directors receive these units as compensation, which are then converted into company shares upon the fulfillment of certain conditions, such as the completion of a specified service period. 3. Performance Stock Awards: These awards are tied to the achievement of predetermined performance targets or metrics. Directors receive stock grants based on the company's performance against these goals. Performance stock awards provide additional motivation for directors to actively contribute to the company's success. 4. Stock Appreciation Rights (SARS): SARS are similar to stock options but do not require the purchase of shares. Instead, directors receive appreciation rights based on the increase in the company's stock price over a specified period. They can then choose to convert these rights into cash or company stock. The Orange California Nonemployee Directors Stock Plan is carefully structured to comply with regulatory requirements and to provide a fair and competitive compensation package to nonemployee directors. The plan serves as an essential tool for attracting, motivating, and retaining experienced directors who can provide valuable insights and guidance to TJ International, Inc. The participation of nonemployee directors in the company's stock ownership helps align their interests with those of the shareholders and promotes long-term value creation for all stakeholders.