EXHIBIT 10.4



 Exhibit 10.4 
  
 TREX COMPANY, INC. 
 1999 STOCK OPTION AND INCENTIVE PLAN 
  
 RESTRICTED STOCK AGREEMENT 
  
 Trex Company, Inc., a Delaware
corporation (the “Company”), hereby grants shares of its common stock, $.01 par value (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of
the grant are set forth in this cover sheet, in the attachment and in the Company’s 1999 Stock Option and Incentive Plan (the “Plan”). 
  
 Grant Date: 
  
 Name of Grantee: 
  
 Number of Shares of Stock Covered by Grant: 
  
 Purchase Price per Share of Stock: $.01 
  
 By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of
which is available from the Company upon request. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.

  

			
	Grantee:	 	  


	 	 	(Signature)
		
	Company:	 	  


	 	 	Robert G. Matheny
	 	 	President

  
 Attachment

  
 Keep this copy for your records. 
  
 This is not a stock certificate or a negotiable instrument. 
  
  

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 TREX COMPANY, INC. 
 1999 STOCK OPTION AND INCENTIVE PLAN 
  
 RESTRICTED STOCK AGREEMENT 
  

			
	Restricted Stock/ Nontransferability	  	This grant is an award of Stock in the number of shares set forth on the cover sheet, at the purchase price set forth on the cover sheet, and subject to the vesting conditions described below
(the “Restricted Stock”). To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution,
attachment or similar process.
		
	Issuance and Vesting	  	 The Company will issue your Restricted Stock in your name as of the Grant Date.
  
 Your right to the Stock under this Restricted Stock grant will vest as to one third (1/3) of the total number of shares covered by this
grant, as shown on the cover sheet, on                     ,
                    , and
                    ; provided, that, you continue to provide services to the Company or a Subsidiary as an employee or a Service Provider
(“Services”) on each such vesting date. The resulting aggregate number of vested shares of Stock will be rounded to the nearest whole number, and you may not vest in more than the number of shares covered by this grant.
  
 No additional shares of Stock will vest after you have ceased to provide Services for any
reason.
  
 Upon the vesting of the shares of Restricted Stock hereunder, the
Company will issue you a share certificate for such shares, free of the legend set forth on page 5 hereof. The Purchase Price for the Restricted Stock shall be deemed to be paid at that time by your services to the Company.

		
	Service Termination	  	 Upon the termination of your Services, other than by reason of your death or permanent and total disability (within the meaning of Section
22(e)(3) of the Code), any shares of Stock that have not vested hereunder shall immediately be deemed forfeited.
  
 In the event of the termination of your Services because of your death or permanent and total disability (within the meaning of Section 22(e)(3) of the Code), any shares
of Stock that have not vested hereunder shall immediately become fully vested.

		
	Escrow	  	The certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Company to be held in accordance with the provisions of this paragraph. In the alternative,
the Company may use the book-entry method of

  

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	 	  	 share recordation to indicate your share ownership and the restrictions imposed by this Agreement. If share certificates are issued, each
deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to
be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary
of the Company.
  
 All regular cash dividends on the Stock (or other securities
at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the event of any stock dividend, stock split, recapitalization or other change affecting the Stock as a class effected without receipt of
consideration, or in the event of a stock split, a stock dividend or a similar change in the Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Stock shall be
immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent the Stock is at the time subject to the escrow requirements hereof.
  
 The shares of Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or
their surrender to the Company for cancellation:
  
 •      As your interest in the shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your
request.

		
	Withholding Taxes	  	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Stock acquired under
this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of shares arising from this grant, the Company shall have the right to require such
payments from you, withhold shares that would otherwise have been issued to you under this Agreement or withhold such amounts from other payments due to you from the Company or any Affiliate.
		
	Section 83(b) Election	  	Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the difference between the purchase price paid for the shares of Stock and their fair market value on
the date any forfeiture restrictions applicable to such shares lapse

  

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	 	  	will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the Company’s Repurchase Right as to unvested Stock described above. You
may elect to be taxed at the time the shares are acquired rather than when such shares cease to be subject to such forfeiture restrictions by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30)
days after the Grant Date. You will have to make a tax payment to the extent the purchase price is less than the fair market value of the shares on the Grant Date. No tax payment will have to be made to the extent the purchase price is at least
equal to the fair market value of the shares on the Grant Date. The form for making this election is attached as Exhibit B hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income
by you (in the event the fair market value of the shares increases after the date of purchase) as the forfeiture restrictions lapse.
		
	 	  	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO
MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.
		
	Retention Rights	  	This Agreement does not give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your service with the Company at any time and for any
reason.
		
	Shareholder Rights	  	You shall have the right to vote the Restricted Stock and, subject to the provisions of this Agreement, to receive any dividends declared or paid on such stock. Any distributions you receive
as a result of any stock split, stock dividend, combination of shares or other similar transaction shall be deemed to be a part of the Restricted Stock and subject to the same conditions and restrictions applicable thereto. The Company may in its
sole discretion require any dividends paid on the Restricted Stock to be reinvested in shares of Stock, which the Company may in its sole discretion deem to be a part of the shares of Restricted Stock and subject to the same conditions and
restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued.

  

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	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this grant may be adjusted (and rounded down to the nearest whole number)
pursuant to the Plan. Your Restricted Stock shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
		
	Legends	  	 All certificates representing the Stock issued in connection with this grant shall, where applicable, and if issued prior to vesting, have
endorsed thereon the following legend:
  
 “THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR THE HOLDER’S PREDECESSOR IN INTEREST. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
  

		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.
		
	The Plan	  	 The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the
Plan, and have the meaning set forth in the Plan.
  
 This Agreement and
the Plan constitute the entire understanding between you and the Company regarding this grant of Restricted Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded.

		
	Consent to Electronic Delivery	  	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and
the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the Director
of Human Resources to request paper copies of these documents.

  
 By
signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. 
  

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 EXHIBIT A 
  
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
  
 FOR VALUE RECEIVED,
                     hereby sells, assigns and transfers unto Trex Company, Inc., a Delaware corporation (the “Company”),
                    
(                    ) shares of common stock of the Company represented by Certificate No.      herewith and does
hereby irrevocable constitute and appoint                      Attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises. 

	

  
 Dated:
                    , 200     
  

	
	  


	Print Name
	
	  


	Signature


  
 Spouse Consent
(if applicable) 
  
                                     
(Purchaser’s spouse) indicates by the execution of this Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the shares of common stock of the Company.

  

	
	  


	Signature


  
 INSTRUCTIONS: PLEASE DO NOT
FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE ITS “REPURCHASE OPTION” SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.

  
  

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 EXHIBIT B 
  
 ELECTION UNDER SECTION 83(b) OF 
 THE INTERNAL REVENUE CODE 
  
 The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

  
 1. The name, address and social security number of the
undersigned: 
  
 Name:
                                        
                                        
                                     
  
 Address:
                                        
                                        
                                
  
 
                                        
                                        
                                        
         
  
 Social
Security No. :
                                        
                                        
             
  
 2. Description of property with respect to which the election is being made: 
  
                         
shares of common stock, par value $.01 per share, of Trex Company, Inc., a Delaware corporation (the “Company”). 
  
 3. The date on which the property was transferred is
                         , 2005. 
  
 4. The taxable year to which this election relates is calendar year 2005. 
  
 5. Nature of restrictions to which the property is subject: 
  
 The shares of stock are subject to the provisions of a
Restricted Stock Agreement between the undersigned and the Company. The shares of stock are subject to forfeiture under the terms of the Agreement. 
  
 6. The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was
$                     per share, for a total of
$                    . 
  
 7. The amount paid by taxpayer for the property was
$                    . 
  
 8. A copy of this statement has been furnished to the Company. 
  
 Dated:                     , 2005 

 
  

	
	

	Taxpayer’s Signature
	
	  


	Taxpayer’s Printed Name


  

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 PROCEDURES FOR MAKING ELECTION 
 UNDER INTERNAL REVENUE CODE SECTION 83(b) 
  
 The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in
order for the election to be effective: 1 
  
 1. You must
file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within thirty (30) days after the Grant Date of your Restricted Stock. 
  
 2. At the same time you file the election form with the IRS, you must also
give a copy of the election form to the Secretary of the Company. 
  
 3. You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the stock is transferred to you. 
  


	1	Whether or not to make the election is your decision and may create tax consequences for you. You are advised to consult your tax advisor if you are unsure whether or not to make
the election. 

  

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