EX-10.38





 Exhibit 10.38 

THE AZEK COMPANY INC. 

2020 OMNIBUS INCENTIVE COMPENSATION PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR 

NON-EMPLOYEE DIRECTORS 

This Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of restricted stock units
(“RSUs”) by The AZEK Company Inc., a Delaware corporation (“AZEK”) under The AZEK Company Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not
defined in the Award Agreement have the meanings given to them in the Plan. 
  

			
	Name of Grantee:	  	______________ (the “Grantee”).
		
	Grant Date:	  	______________ (the “Grant Date”).
		
	Number of RSUs:	  	______________.
		
	Vesting Dates:	  	______________ (the “Vesting Date”).
		
		  	The RSUs will vest only if the Grantee is, and has been, continuously serving as a non-employee Director on AZEK’s board of directors (the “Board”) from the Grant
Date through the Vesting Date [(the “Vesting Period”)], and any unvested RSUs will be forfeited upon any termination of the Grantee’s service as a non-employee Director for any
reason.
		
		  	Notwithstanding the foregoing and any provision in the Plan:
		
		  	 A. [Upon a termination of the Grantee’s service as a
non-employee Director due to Disability or a separation of service on or after attainment of age 75 or (“Retirement”), the RSUs will remain outstanding and continue to vest on the
Vesting Date as if the Grantee had continued to serve as a non-employee Director through the Vesting Date;]

		
		  	 B. [Upon a termination of the Grantee’s service as a
non-employee Director by AZEK without Cause or due to death, a prorated number of RSUs will immediately vest based on the date of such termination relative to the length of the Vesting Period;
and]

		
		  	 C. Upon a Change in Control, any outstanding, unvested RSUs will immediately vest as of the
date of such Change in Control.















			
		
	Delivery Date:	  	No later than 30 days after the Vesting Date (or, if earlier, the date of [termination of the Grantee’s service as a non-employee Director by AZEK without Cause or due to death or ]a
Change in Control), AZEK will issue to the Grantee one share of common stock, par value $0.001 per share (each, a “Share”), of AZEK for each vested RSU, subject to applicable tax withholding as provided in Section 3.2 of
the Plan (the date the Shares are so issued, a “Delivery Date”).
		
	Dividend Equivalents and Voting:	  	On each Delivery Date, AZEK will pay to the Grantee a cash amount equal to the product of (x) all cash dividends or other distributions (other than cash dividends or other distributions pursuant to which the RSUs were adjusted
pursuant to Section 1.6.3 of the Plan), if any, paid on a Share from the Grant Date to the applicable Delivery Date and (y) the number of Shares delivered to the Grantee on the applicable Delivery Date (including for this purpose any
Shares which would have been delivered on the applicable Delivery Date but for being withheld to satisfy tax withholding obligations). The Grantee will have no voting rights with respect to any of the Shares underlying any RSUs until such Shares are
issued and delivered to the Grantee and the Grantee’s name is entered as a stockholder of record on the books of AZEK.
		
	[Regular Fees:	  	This grant of RSUs will be in addition to any regular fees to which you are entitled for service on the Board (or a committee of the Board).]
		
	Section 409A:	  	Payments under this Award Agreement are intended to be exempt from or comply with Section 409A of the Internal Revenue Code (“Section 409A”) to the extent applicable, and this Award Agreement shall
be administered accordingly. Notwithstanding anything to the contrary contained in this Award Agreement, to the extent that any payment under this Award Agreement is determined by AZEK to constitute
“non-qualified deferred compensation” subject to Section 409A and is payable to the Grantee by reason of termination of the Grantee’s service as a
non-employee Director, then (a) such payment shall be made to the Grantee only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and
(b) if the Grantee is a “specified employee” (within the meaning of Section 409A and as determined by AZEK), such payment shall not be made before the date that is six months after the date of the Grantee’s separation from
service (or the Grantee’s earlier death). Each payment under this Award Agreement shall be treated as a separate payment for purposes of Section 409A.














			
		
	Tax Representations; Withholding:	  	The Grantee is advised to review with his/her own tax advisors the federal, state and local tax consequences of receiving the RSUs. The Grantee hereby represents to AZEK that he/she is relying solely on such advisors and not on any
statements or representations of AZEK, its Affiliates or any of their respective agents. If, in connection with the RSUs, AZEK is required to withhold any amounts by reason of any federal, state or local tax, such withholding shall be effected in
accordance with Section 3.2 of the Plan. If the RSUs vest prior to payment, then the Grantee agrees to cooperate with AZEK to satisfy any tax withholding obligations, in such manner as determined by the Committee in its sole
discretion.
		
	Transfer Restrictions:	  	The Grantee may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise encumber the RSUs or the Shares underlying the RSUs, other than to the extent provided in Section 3.5 of the Plan.
		
	Amendment:	  	The Committee reserves the right at any time to amend the terms and conditions set forth in this Award Agreement, except that the Committee shall not make any amendment in a manner unfavorable to the Grantee (other than if
immaterial), without the Grantee’s consent. Any amendment of this Award Agreement shall be in writing and signed by an authorized member of the Committee or a person or persons designated by the Committee.
		
	Governing Law:	  	This Award Agreement shall be deemed to be made under, and in all respects be interpreted, construed and governed by and in accordance with, the laws of the State of Delaware without regard to conflict of law principles.
		
	All Other Terms:	  	As set forth in the Plan.

 The Plan is incorporated herein by reference. Except as otherwise set forth in the Award Agreement, the Award
Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the RSUs. In the event that any provision of the Award Agreement is inconsistent with the Plan, the terms of the Plan will control. By accepting
this Award, the Grantee agrees to be subject to the terms and conditions of the Plan. 
 This Award Agreement may be executed in
counterparts, which together will constitute one and the same original. 












 IN WITNESS WHEREOF, the parties have caused this Award Agreement to be duly executed
and effective as of the Grant Date. 
  

			
	THE AZEK COMPANY INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	[NAME OF GRANTEE]