EXHIBIT 10.2



 Exhibit 10.2 
  
 TREX COMPANY, INC. 
 Amended and Restated 
 1999 Stock Option and Incentive Plan 
 Non-Incentive Stock Option Agreement 
  

			
	Grant Date:	 	Stock Option Exercise Price:
	Last Date to Exercise:                      1/	 	 

  
 Number of Shares of Common Stock

 Covered by Grant of Options: 
  
 We are pleased to inform you that the Board of Directors has granted you an option (the “Option”) to purchase Trex Company, Inc. common stock. Your grant has
been made under the Company’s Amended and Restated 1999 Stock Option and Incentive Plan (the “Plan”), which, together with the terms contained in this Agreement, sets forth the terms and conditions of your grant and is incorporated
herein by reference. If any provisions of the Agreement should appear to be inconsistent with the Plan, the Plan will control. 
  

	
	This stock option grant has been executed and delivered as of                      on
behalf of Trex Company, Inc.
	
	  


	Robert G. Matheny
	Chairman and Chief Executive Officer


  

	
	ACCEPTED AND AGREED TO:
	
	  


	 Employee Name


  
 This is not a stock
certificate or a negotiable instrument. Transferable only pursuant to Section 11.2 of the Plan. 
  



	1	Certain events can cause an earlier termination of the Option. See “Effects of Changes in Capitalization” in the Plan. 

  
  







 1. Vesting: 
  
 Subject to the terms of the Plan, the Option becomes vested as to 100% of the shares of Stock purchasable pursuant to the Option on the date of grant of the Option.

  
 2. Exercise: 
  
 You may exercise this Option, in whole or in part, to purchase a whole number of shares at
any time of not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the Option, by following the exercise procedures as set forth in the Plan. All exercises must take place before the Last
Date to Exercise (shown on the cover sheet), or such earlier date following your death, disability, retirement, or your ceasing to provide services as described below under “Service Requirements.” 
  
 3. Service Requirements and Termination of Option: 
  
 If your service terminates for a reason other than: (i) for Cause or (ii) because of your
death, permanent and total disability or retirement, you will have ninety (90) days after your provision of services ceases to exercise your vested Option shares, but in no event may the Option be exercised after the Last Date to Exercise. After the
90 days have elapsed, your Option will terminate. 
  
 If your service terminates
because of your death, permanent and total disability, or retirement, you or your estate will have a period of five years to exercise any Options, but in no event may the Options be exercised after the Last Date to Exercise. After the five year
period has elapsed, your Options will terminate. 
  
 Your Option will terminate
immediately upon termination of your services for Cause. “Cause” means, as determined by the Board, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a felony or of a crime
involving moral turpitude; or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements. 
  
 4. Taxes and Withholding: 
  
 This Option shall not constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. In the event that the
Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold
such amounts from other payments due to you from the Company, a Subsidiary or an Affiliate. 
  
 5. Transferability: 
  
 The Option may be
transferred in a manner consistent with Section 11.2 of the Plan. 
  
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