EX-10.2



 Exhibit 10.2 

TREX COMPANY, INC. 

AMENDED AND RESTATED 

1999 INCENTIVE PLAN FOR OUTSIDE DIRECTORS 







 TABLE OF CONTENTS 

 

											
	 	  	 	  	 	  	 	  	Page	 
			
	1.	  	DEFINITIONS	  	 	1	  
	2.	  	PURPOSE	  	 	3	  
	3.	  	SHARES SUBJECT TO THE PLAN	  	 	3	  
	4.	  	ANNUAL DIRECTOR AND COMMITTEE FEES	  	 	3	  
		  	4.1	  	Annual Director Fee	  	 	3	  
		  		  	4.1.1	  	Cash Portion of the Annual Director Fee	  	 	3	  
		  		  	4.1.2	  	Equity Portion of the Annual Director Fee	  	 	3	  
		  	4.2	  	Annual Committee Fee	  	 	4	  
		  	4.3	  	Election	  	 	4	  
		  	4.4	  	Proration	  	 	4	  
		  	4.5	  	Initial Grant upon Election to Board	  	 	4	  
		  	4.6	  	Equity	  		  	 	4	  
		  		  	4.6.1	  	Form of Equity	  	 	4	  
		  		  	4.6.2	  	Options and SARs	  	 	4	  
		  		  	4.6.3	  	Restricted Stock and Restricted Stock Units	  	 	5	  
	5.	  	GRANT DATE	  	 	5	  
	6.	  	ELECTION TO RECEIVE ADDITIONAL EQUITY	  	 	5	  
		  	6.1	  	Election Form	  	 	5	  
		  	6.2	  	Time for Filing Election Form	  	 	6	  
	7.	  	ADMINISTRATION	  	 	6	  
		  	7.1	  	Committee	  	 	6	  
		  	7.2	  	Rules for Administration	  	 	6	  
		  	7.3	  	Committee Action	  	 	6	  
		  	7.4	  	Delegation	  	 	6	  
		  	7.5	  	Services	  	 	6	  
		  	7.6	  	Indemnification	  	 	6	  
	8.	  	AMENDMENT AND TERMINATION	  	 	7	  
	9.	  	GENERAL PROVISIONS	  	 	7	  
		  	9.1	  	Limitation of Rights	  	 	7	  
		  	9.2	  	No Rights as Stockholders	  	 	7	  
		  	9.3	  	Rights as a Non-Employee Director	  	 	7	  
		  	9.4	  	Assignment, Pledge or Encumbrance	  	 	7	  
		  	9.5	  	Binding Provisions	  	 	7	  
		  	9.6	  	Notices	  	 	7	  
		  	9.7	  	Governing Law	  	 	8	  
		  	9.8	  	Withholding	  	 	8	  
		  	9.9	  	Effective Date	  	 	8	  


  
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	1.	DEFINITIONS 

 To the extent any capitalized words used in this Plan are not defined, they
shall have the definitions stated for them in the Trex Company, Inc. 2014 Stock Incentive Plan. 
 1.1 “Annual Director Fee”
means an annual fee earned by an Eligible Director for service on the Board of Directors. 
 1.2 “Annual Committee Fee”
means an annual fee earned by an Eligible Director for service on various committees of the Board of Directors. 
 1.3 “Board of
Directors” or “Board” means the Board of Directors of the Company. 
 1.4 “Cash Portion of the Annual
Director Fee” means the portion of the Annual Director Fee to be received in cash, or if elected by the Eligible Director, in Equity, as provided in Sections 4.3 and 6 hereof. 

1.5 “Committee” means the Nominating/Corporate Governance Committee which administers the Plan. 

1.6 “Common Stock” means the common stock, par value $0.01 per share, of the Company. 

1.7 “Company” means Trex Company, Inc., a Delaware corporation, or any successor thereto. 

1.8 “Election Form” means the form used by an Eligible Director to elect to receive all or a portion of the Cash Portion of
the Annual Director Fee and the Annual Committee Fee for a Plan Year in the form of Equity. 
 1.9 “Eligible Director” for
each Plan Year means a member of the Board of Directors who is not an employee of the Company or any Subsidiary. 
 1.10
“Equity” means Options, Restricted Stock, Restricted Stock Units or SARs, or any combination thereof, as designated by the Committee from time to time, as provided in Section 4.6. 

1.11 “Equity Portion of the Annual Director Fee” means the portion of the Annual Director Fee to be received in Equity, as
provided in Section 4.1.2 hereof. 
 1.12 “Fair Market Value” means the closing price of a share of Common Stock
reported on the New York Stock Exchange (the “NYSE”) on the date Fair Market Value is being determined, provided that if there is no closing price reported on such date, the Fair Market Value of a share of Common Stock on such date shall
be deemed equal to the closing price as reported by the NYSE for the last preceding date on which sales of shares of Common Stock were reported. Notwithstanding the foregoing, in the event that the shares of Common Stock are listed upon more than
one established stock exchange, “Fair Market Value” means the closing price of the shares of Common Stock reported on the exchange that trades the largest volume of shares of Common Stock on the date Fair Market Value is being determined.
If the Common Stock is not 

  
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at the time listed or admitted to trading on a stock exchange, Fair Market Value means the mean between the lowest reported bid price and highest reported asked price of the Common Stock on the
date in question in the over-the-counter market, as such prices are reported in a publication of general circulation selected by the Board and regularly reporting the market price of Common Stock in such market. If the Common Stock is not listed or
admitted to trading on any stock exchange or traded in the over-the-counter market, Fair Market Value shall be as determined in good faith by the Board. 

1.13 “Grant Date” has the meaning set forth in Section 5 hereof. 

1.14 “Option” means a non-qualified Option granted pursuant to the Trex Company, Inc. 2014 Stock Incentive Plan as may be
amended from time to time. 
 1.15 “Option Agreement” means the written agreement between the Company and the Participant
that evidences and sets out the terms and conditions of the Option. 
 1.16 “Option Price” means the purchase price for each
share of Common Stock subject to an Option. 
 1.17 “Participant” for any Plan Year means an Eligible Director who
participates in the Plan for that Plan Year in accordance with Section 6.1 hereof. 
 1.18 “Plan” means the Trex
Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors as set forth herein and as amended from time to time. 
 1.19
“Plan Year” means the twelve-month period beginning on July 1 and ending on June 30. 
 1.20 “Restricted
Stock’’ means shares of Common Stock, issued pursuant to the Trex Company, Inc. 2014 Stock Incentive Plan as may be amended from time to time. 

1.21 “Restricted Stock Agreement” means the written agreement between the Company and the Participant that evidences and sets
out the terms and conditions of the Restricted Stock. 
 1.22 “Restricted Stock Unit” means restricted stock units issued
pursuant to the Trex Company, Inc. 2014 Stock Incentive Plan as may be amended from time to time. 
 1.23 “Restricted Stock Unit
Agreement” means the written agreement between the Company and the Participant that evidences and sets out the terms and conditions of the Restricted Stock Unit. 

1.24 “SAR Agreement” means the written agreement between the Company and the Participant that evidences and sets out the terms
and conditions of the SARs. 
 1.25 “Stock Appreciation Right” or “SAR” means a right granted pursuant to,
and in accordance with the terms of, the Trex Company, Inc. 2014 Stock Incentive Plan to receive, upon exercise thereof, the excess of (x) the Fair Market Value of one share of Common Stock on the date of exercise over (y) the grant price
of the SAR, determined pursuant to Section 4.6.2 hereof. 

  
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 1.26 “SAR Price” means the grant price of the SAR. 

1.27 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended. 
  

	2.	PURPOSE 

 The purpose of the Plan is to compensate Eligible Directors for service on the
Board of Directors and various committees of the Board, and to provide an incentive for Eligible Directors to increase their equity holdings in the Company so that the financial interests of the Eligible Directors shall be more closely aligned with
the financial interests of the Company’s stockholders. 
  

	3.	SHARES SUBJECT TO THE PLAN 

 The shares of Common Stock issuable
under the Plan shall be issued pursuant to the Trex Company, Inc. 2014 Stock Incentive Plan. 
  

	4.	ANNUAL DIRECTOR AND COMMITTEE FEES 

  

	 	4.1	Annual Director Fee 

 Each Eligible Director shall be entitled to an Annual Director Fee,
which may be adjusted by the Board from time to time, as follows: 
 4.1.1 Cash Portion of the Annual Director Fee. Each Eligible
Director shall receive the amount of fifty thousand dollars ($50,000) (the “Cash Portion of the Annual Director Fee”). The Cash Portion of the Annual Director Fee (after reduction pursuant to Section 4.3 hereof, if any) shall be paid
to an Eligible Director in four equal quarterly installments in arrears on the first business day following the end of each quarter of the Plan Year in which the Eligible Director provided services to the Company. Notwithstanding the foregoing,
(a) any Eligible Director who serves as Chairman of the Board shall receive the amount of sixty thousand dollars ($60,000) in addition to the $50,000 payment referred to above, and (b) any Eligible Director that serves as Lead Independent
Director shall receive the amount of fifteen thousand dollars ($15,000) in addition to the $50,000 payment referred to above, with all other provisions of this subsection being applicable to such Eligible Director(s). 

4.1.2 Equity Portion of the Annual Director Fee. Each Eligible Director shall receive Equity valued at seventy thousand dollars
($70,000) (the “Equity Portion of the Annual Director Fee”). The Equity Portion of the Annual Director Fee shall be paid in arrears as provided in Section 5 below. 

  
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	 	4.2	Annual Committee Fee 

 Each Eligible Director shall be entitled to an Annual Committee
Fee, which may be adjusted by the Board from time to time, as follows (a) twelve thousand five hundred dollars ($12,500) for the Audit Committee Chairman, (b) eight thousand five hundred dollars ($8,500) for each Audit Committee member
(other than the Chairman), (c) nine thousand dollars ($9,000) for the Compensation Committee Chairman, (d) six thousand five hundred dollars ($6,500) for each Compensation Committee member (other than the Chairman), (e) seven thousand
five hundred dollars ($7,500) for the Nominating/Corporate Governance Committee Chairman, and (f) five thousand dollars ($5,000) for each Nominating/Corporate Governance Committee member (other than the Chairman). The Annual Committee Fee shall
be paid to an Eligible Director in four equal quarterly installments in arrears on the first business day following each quarter of the Plan Year in which the Eligible Director served on the applicable committee(s). 

 

	 	4.3	Election 

 Pursuant to Section 6 hereof, an Eligible Director may elect to receive
all or a portion of the Cash Portion of the Annual Director Fee and the Annual Committee Fee in the form of Equity. 
  

	 	4.4	Proration 

 The Cash Portion of the Annual Director Fee, the Equity Portion of the Annual
Director Fee and the Annual Committee Fee shall be prorated for any partial periods served. 
  

	 	4.5	Initial Grant upon Election to Board 

 Upon initial election to the Board (but not
subsequent re-elections), each Eligible Director shall receive Equity valued at fifty five thousand dollars ($55,000). 
  

	 	4.6	Equity 

 4.6.1 Form of Equity. Whenever Equity is to be granted to Eligible
Directors hereunder, the Committee shall, prior to such grant, determine whether such Equity shall be in the form of Options, Restricted Stock, Restricted Stock Units or SARs, or any combination thereof. 

4.6.2 Options and SARs. If Options or SARS are granted, the number of Options or SARs granted shall be determined by dividing the
dollar amount of the grant by the value of each Option or SAR on the Grant Date as determined pursuant to the methodology then in use by the Company’s Finance Department to value Options and SARs granted pursuant to the Trex Company, Inc. 2014
Stock Incentive Plan. The Option Price or SAR Price of Common Stock covered by each SAR or Option, as the case may be, granted under the Plan shall be the Fair Market Value of such Common Stock on the Grant Date. Each Option or SAR, as the case may
be, granted hereunder shall be exercisable in respect of 100 percent (100%) of the number of shares covered by the grant on the date of the grant of such Option or SAR. Any limitation on the exercise of an Option or SAR contained in any Option
or SAR Agreement may be rescinded, modified or waived by the Committee, in its sole discretion, at any time and from time to time after the date of grant of such Option or SAR. The Option or SAR, as the case may be, shall be exercisable, in whole or
in part, at any time and from time to time, prior to the termination of the Option or SAR; provided, that no single exercise of the Option or SAR shall be for 

  
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less than 100 shares, unless the number of shares purchased is the total number at the time available for purchase under the Option or SAR. Each Option or SAR, as the case may be, granted under
the Plan shall terminate, and all rights to purchase shares of Common Stock thereunder shall cease, upon the expiration of ten years (eleven years if the service of the Participant as a director of the Company shall terminate due to death in the
tenth year of the Option or SAR term) from the date such Option or SAR is granted. Except as otherwise provided in the Option or SAR Agreement, upon the termination of service (a “Service Termination”) of the Participant as a director of
the Company for any reason, the Participant shall have the right, at any time within five years after the date of such Participant’s Service Termination and prior to termination of the Option or SAR, to exercise any Option or SAR held by such
Participant at the date of such Participant’s Service Termination. After the termination of the Option or SAR, the Participant shall have no further right to purchase shares of Common Stock pursuant to such Option or SAR. 

4.6.3 Restricted Stock and Restricted Stock Units. If Restricted Stock or Restricted Stock Units are granted, the number of shares of
Restricted Stock or Restricted Stock Units shall be determined by dividing the dollar amount of the grant by the Fair Market Value of a share of Common Stock on the Grant Date. Except as otherwise provided in the Restricted Stock Agreement or
Restricted Stock Unit Agreement, each share of Restricted Stock or each Restricted Stock Unit will vest on the first anniversary of the grant, provided that such Restricted Stock or Restricted Stock Unit has not been forfeited, as provided below.
Except as otherwise provided in the Restricted Stock Agreement or Restricted Stock Unit Agreement, (a) in the event of a Service Termination of a Participant due to death, “permanent and total disability” (within the meaning of
Section 22(e)(3) of the Code), or retirement, any unvested Restricted Stock or Restricted Stock Units held by such Participant shall immediately vest, and (b) in the event of a Service Termination for any other reason, any unvested
Restricted Stock or Restricted Stock Unit held by such Participant shall immediately be deemed forfeited. 
  

	5.	GRANT DATE 

 The date of grant for the Equity Portion of the Annual Director Fee shall be
the date of the first regularly scheduled Board of Directors’ Meeting following the end of each Plan Year in which the Eligible Director provided services to the Company, and the date of grant for Equity issued in lieu of the Cash Portion of
the Annual Director Fee and the Annual Committee Fee, as provided in Section 8 hereof, shall be the date such Fees would otherwise be due (each of such dates being referred to as the “Grant Date”). 

 

	6.	ELECTION TO RECEIVE ADDITIONAL EQUITY 

  

	 	6.1	Election Form 

 A Participant who wishes to receive all or any portion of the Cash
Portion of the Annual Director Fee and the Annual Committee Fee in the form of Equity shall file an Election Form with the Company, in the form and manner prescribed by the Committee. Filing of a completed Election Form will authorize the Company to
issue Equity to the Participant in lieu of all or any portion of the Cash Portion of the Annual Director Fee and the Annual Committee Fee, in accordance with the Participant’s instructions on the Election Form. 

  
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	 	6.2	Time for Filing Election Form 

 An Election Form shall be completed and filed by each
newly elected Eligible Director within thirty (30) days after the Participant’s election to the Board, and elections under the Plan made by a newly elected Eligible Director shall apply to the Participant’s Annual Director Fee and
Annual Committee Fee for the remainder of the Plan Year and subsequent Plan Years unless and until a new Election Form is submitted by an Eligible Director to the Corporate Secretary. Notwithstanding the foregoing, a new Election Form may be
submitted by each Eligible Director no more than once each Plan Year, and any new election shall not be effective until the start of the next calendar year. 
  

	7.	ADMINISTRATION 

  

	 	7.1	Committee 

 The general administration of the Plan and the responsibility for carrying
out its provisions shall be placed in the Nominating/Corporate Governance Committee. 
  

	 	7.2	Rules for Administration 

 Subject to the limitations of the Plan, the Committee may from
time to time establish such rules and procedures for the administration and interpretation of the Plan and the transaction of its business as the Committee may deem necessary or appropriate. The determination of the Committee as to any disputed
question relating to the administration and interpretation of the Plan shall be conclusive. 
  

	 	7.3	Committee Action 

 Any act which the Plan authorizes or requires the Committee to do may
be done by a majority of its members. The action of such majority, expressed from time to time by a vote at a meeting (i) in person, or (ii) by telephone or other means by which all members can hear one another shall have the same effect
for all purposes as if assented to by all members of the Committee at the time in office. The Committee may also act without a meeting by unanimous written consent. 
  

	 	7.4	Delegation 

 The members of the Committee may authorize one or more of their number to
execute or deliver any instrument, make any payment or perform any other act which the Plan authorizes or requires the Committee to do. 
  

	 	7.5	Services 

 The Committee may employ or retain agents to perform such clerical, accounting
and other services as it may require in carrying out the provisions of the Plan. 
  

	 	7.6	Indemnification 

 The Company shall indemnify and save harmless each member of the
Committee against all expenses and liabilities arising out of membership on the Committee, other than expenses and liabilities arising from the such member’s own gross negligence or willful misconduct, as determined by the Board of Directors.


  
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	8.	AMENDMENT AND TERMINATION 

 The Company, by action of the Board of Directors or the
Committee, may at any time or from time to time modify or amend any or all of the provisions of the Plan, or may at any time terminate the Plan. No such action shall adversely affect the accrued rights of any Participant hereunder without the
Participant’s consent thereto. 
  

	9.	GENERAL PROVISIONS 

  

	 	9.1	Limitation of Rights 

 No Participant shall have any right to any payment or benefit
hereunder except to the extent provided in the Plan. 
  

	 	9.2	No Rights as Stockholders 

 Nothing contained in this Plan shall be construed as giving
any Participant rights as a stockholder of the Company. 
  

	 	9.3	Rights as a Non-Employee Director 

 Nothing contained in this Plan shall be construed as
giving any Participant a right to be retained as a non-employee director of the Company. 
  

	 	9.4	Assignment, Pledge or Encumbrance 

 No assignment, pledge or other encumbrance of any
payments or benefits under the Plan shall be permitted or recognized and, to the extent permitted by law, no such payments or benefits shall be subject to legal process or attachment for the payment of any claim of any person entitled to receive the
same, except to the extent such assignment, pledge or other encumbrance is in favor of the Company to secure a loan or other extension of credit from the Company to the Participant. 

 

	 	9.5	Binding Provisions 

 The provisions of this Plan shall be binding upon each Participant
as a consequence of the Participant’s election to participate in the Plan, upon the Company, upon the Participant’s heirs, executors and administrators and upon the successors and assigns of the Participant and the Company. 

 

	 	9.6	Notices 

 Any election made or notice given by a Participant pursuant to the Plan shall
be in writing to the Committee or to such representative thereof as may be designated by the Committee for such purpose and shall be deemed to have been made or given on the date received by the Committee or its representative. 

  
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	 	9.7	Governing Law 

 The validity and interpretation of the Plan and of any of its provisions
shall be construed under the laws of the State of Delaware without giving effect to the choice of law provisions thereof. 
  

	 	9.8	Withholding 

 The Company shall have the right to deduct from the amounts distributable
hereunder any federal, state or local taxes required by law to be withheld with respect to such distributions, and such additional amounts of withholding as are reasonably requested by the Participant. 

 

	 	9.9	Effective Date 

 This Plan shall be effective as of March 12, 1999. The Plan was
amended and restated effective May 14, 2002, October 24, 2003, July 27, 2004, February 10, 2005, July 21, 2005, February 8, 2006, July 20, 2006 and November 12, 2007. The Plan was
amended on May 5, 2010, July 20, 2010, July 24, 2012, April 30, 2014, February 18, 2015, July 27, 2015, and October 21, 2015. 

  
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