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Exhibit
10.4
TREX COMPANY,
INC.
2005 STOCK INCENTIVE
PLAN
AMENDED AND RESTATED
RESTRICTED STOCK AGREEMENT
Trex Company, Inc., a
Delaware corporation (the “Company”), and the Grantee
named below agree that the Restricted Stock Agreement for 14,781
shares, with a grant date of February 21, 2007, is hereby
amended in certain respects. For purposes of clarity, the amended
Restricted Stock Agreement is hereby restated in its entirety as
set forth below.
Trex 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”).
Date of Amendment and Restatement:
August 14, 2007
Name of Grantee: Anthony J.
Cavanna
Number of Shares of Stock Covered by
Grant: 14,781
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| Vesting Schedule: |
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Vesting Date |
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Number of Shares |
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February 21, 2008 |
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4,927 |
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February
21, 2009 |
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4,927 |
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February
21, 2010 |
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4,927 |
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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. 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.
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| Grantee: |
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/s/ Anthony J.
Cavanna
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(Signature) |
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| Company: |
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/s/ William R.
Gupp
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William
R. Gupp |
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Vice
President and General Counsel |
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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 .
2
TREX COMPANY,
INC.
2005 STOCK INCENTIVE
PLAN
AMENDED AND RESTATED
RESTRICTED STOCK AGREEMENT
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| Restricted Stock/Nontransferability |
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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. |
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| Issuance and Vesting |
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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 thirty three and one-third
percent of the total number of shares covered by this grant, as
shown on the cover sheet, on February 21, 2008, February 21, 2009
and February 21, 2010.
In the event of your death, any shares
of Stock that have not vested hereunder shall immediately become
fully vested.
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 4
hereof. The Purchase Price for the Restricted Stock shall be deemed
to be paid at that time by your services to the Company.
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Escrow
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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 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
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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 certificates for such vested shares shall be
released from escrow and delivered to you, at your
request.
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| Withholding Taxes |
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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
gran |
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