Exhibit 10.1
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: _______ __, 200_
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: _____________________________________________________
(Signature)
Title: ______________________________________________
Attachment
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This is not a stock certificate or a negotiable instrument.
TREX COMPANY, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Restricted Stock/ This grant is an award of Stock in the number of shares
Nontransferability 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"). You
agree to pay the purchase price for the Restricted Stock
concurrently with your execution of this agreement. 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 March __, 2005, March __, 2006, and March __,
2007; provided, that, you remain a Service Provider 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 be a Service Provider for any reason.
Right of Repurchase In the event that you cease to be a Service Provider for
for Unvested Stock any reason, the Company shall have the right to purchase
all of the shares of Stock subject to this grant that
have not yet vested (the "Repurchase Right"). If the
Company fails to purchase such Stock within 90 days after
the effective date of your termination as a Service
Provider, the Company's right to purchase such Stock
shall terminate. The purchase price for any Stock
repurchased shall be the price that you paid for those
shares of Stock and shall be paid in immediately
available funds.
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. Each deposited certificate shall be
accompanied by a duly executed Assignment Separate from
Certificate in the form attached hereto as Exhibit A. The
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deposited certificates shall remain in
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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 repurchase and 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.
. Should the Company exercise its Repurchase Right with
respect to any unvested shares held at the time in
escrow hereunder, then the escrowed certificates for
such unvested shares shall, concurrently with the
payment by the Company of the purchase price for such
shares of Stock, be surrendered to the Company for
cancellation, and you shall have no further rights
with respect to such shares of Stock.
. Should the Company elect not to exercise its
Repurchase Right with respect to any shares held at
the time in escrow hereunder, then the escrowed
certificates for such shares shall be surrendered to
you.
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
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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, or withhold such
amounts from other payments due to you from the Company
or any Affiliate.
Section 83(b) Under Section 83 of the Internal Revenue Code of 1986, as
Election 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. 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
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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
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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.
Legends All certificates representing the Stock issued in
connection with this grant shall, where applicable, 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
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between you and the Company regarding this grant of
Restricted Stock. Any prior agreements, commitments or
negotiations concerning this grant are superseded.
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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