EXHIBIT 10.10



 Exhibit 10.10 
 TREX COMPANY, INC. 
 AMENDED AND RESTATED 1999 INCENTIVE PLAN FOR OUTSIDE
DIRECTORS 
 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 2005 Stock Incentive Plan (the “Plan”). 

Grant Date:                      

Name of Grantee:                     

 Number of Shares of Stock Covered by Grant:              

Purchase Price per Share of Stock: $0.01 
  

							
	 Vesting Schedule:
	  	 Vesting Date
	 	 	 Number of Shares

		  	 	[One year after grant	] 	 	#

 By signing this cover sheet, you agree to all of the terms and conditions described in the attached
Agreement and in the Plan. 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:
	 	 
		 	William R. Gupp: Chief Administrative Officer, General Counsel and Secretary

 Attachments: 
 Restricted Stock Agreement 
 2005 Stock Incentive Plan and Prospectus 

Please sign, return one copy of this Agreement to Corporate Human Resources, and retain the second copy for your records.

 This is not a stock certificate or a negotiable instrument. 







 TREX COMPANY, INC. 

2005 STOCK 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
hundred percent (100%) of the total number of shares covered by this grant, on the first anniversary of the grant, as shown on the cover sheet, except as otherwise provided below. 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.
  
 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	  	In the event of the termination of your service as a director of the Company (a “Service Termination”) due to death, “permanent and total disability” (within
the meaning of Section 22(e)(3) of the Code), retirement effective at the end of an applicable three-year term or termination in connection with a change in control of the Company, any unvested Restricted Stock held by you shall immediately vest. In
the event of a Service Termination for any other reason, any unvested Restricted Stock held by you shall immediately be deemed forfeited.
		
	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 share recordation to indicate your share ownership and the restrictions imposed by this Agreement. If share certificates are


  
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		  	 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.
  
 As your interest in the shares vests as described above, the certificate 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 will be reportable as ordinary income at that time. 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


  
 3 









			
		  	 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.

		
	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.
		
	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.


  
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	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 Corporate 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:
                    , 20     

	
	
	  
	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. 







 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                 ,
20    . 

  

	 	4.	The taxable year to which this election relates is calendar year 20    . 


 

	 	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:                     , 20     

	
	
	  
	Taxpayer’s Signature
	
	 
	Taxpayer’s Printed Name









 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.