Exhibit 10.19
DIRECTOR INDEMNIFICATION
AGREEMENT
THIS AGREEMENT made as of the
day of December, 2008, between
(“Director”) and TREX COMPANY, INC., a Delaware
corporation (the “Corporation”), provides:
1. General . Director is
currently serving as a member of the Board of Directors of the
Corporation (the “Board”). As an inducement for
Director to continue to serve as a member of the Board, the
Corporation has agreed to enter into this Agreement.
2. Indemnification . The
Corporation agrees, to the fullest extent now or hereafter
permitted by applicable law, including but not limited to the
General Corporation Law of the State of Delaware, to indemnify
Director against any liability imposed upon or asserted against him
(including amounts paid in settlement) in any proceeding (including
a proceeding by or in the right of the Corporation) arising out of
acts or omissions in his capacity as a member of the Board or
otherwise by reason of the fact that he is or was a member of the
Board.
3. Advancement of Expenses .
The Corporation will advance, pay for and/or reimburse the
reasonable expenses incurred by Director if he is a party to any
proceeding described in Section 2 above in advance of the
final disposition thereof if Director furnishes the Corporation a
written undertaking, executed personally or on his behalf, to repay
the advance if it is ultimately determined that he is not entitled
to indemnification. The undertaking required by the preceding
sentence shall be an unlimited general obligation of Director but
need not be secured and need not be accompanied by evidence of
financial ability to make repayment.
4. L
