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Trex Co Inc – ‘10-K’ for 12/31/18 – ‘EX-10.1’

On:  Thursday, 2/14/19, at 5:16pm ET   ·   For:  12/31/18   ·   Accession #:  1193125-19-41150   ·   File #:  1-14649

Previous ‘10-K’:  ‘10-K’ on 2/21/18 for 12/31/17   ·   Next:  ‘10-K’ on 2/24/20 for 12/31/19   ·   Latest:  ‘10-K’ on 2/26/24 for 12/31/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/19  Trex Co Inc                       10-K       12/31/18   99:6.1M                                   Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    725K 
 2: EX-10.1     Material Contract                                   HTML     32K 
 3: EX-21       Subsidiaries List                                   HTML     26K 
 4: EX-23       Consent of Experts or Counsel                       HTML     29K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     29K 
14: R1          Document and Entity Information                     HTML     63K 
15: R2          Consolidated Statements of Comprehensive Income     HTML     76K 
16: R3          Consolidated Balance Sheets                         HTML    103K 
17: R4          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
18: R5          Statements of Changes in Stockholders' Equity       HTML     72K 
19: R6          Consolidated Statements of Cash Flows               HTML    113K 
20: R7          Business and Organization                           HTML     33K 
21: R8          Summary of Significant Accounting Policies          HTML     81K 
22: R9          Acquisition                                         HTML     42K 
23: R10         Inventories                                         HTML     37K 
24: R11         Prepaid Expenses and Other Assets                   HTML     35K 
25: R12         Goodwill and Other Intangible Assets                HTML     41K 
26: R13         Property, Plant and Equipment                       HTML     40K 
27: R14         Accrued Expenses and Other Liabilities              HTML     36K 
28: R15         Debt                                                HTML     38K 
29: R16         Financial Instruments                               HTML     31K 
30: R17         Stockholders' Equity                                HTML     51K 
31: R18         Revenue From Contract With Customer                 HTML     58K 
32: R19         Stock-Based Compensation                            HTML     87K 
33: R20         Leases                                              HTML     36K 
34: R21         Employee Benefit Plans                              HTML     33K 
35: R22         Income Taxes                                        HTML     68K 
36: R23         Segment Information                                 HTML     61K 
37: R24         Seasonality                                         HTML     30K 
38: R25         Commitments and Contingencies                       HTML     53K 
39: R26         Interim Financial Data (Unaudited)                  HTML     47K 
40: R27         Schedule II - Valuation and Qualifying Accounts     HTML     45K 
                and Reserves                                                     
41: R28         Summary of Significant Accounting Policies          HTML    137K 
                (Policies)                                                       
42: R29         Summary of Significant Accounting Policies          HTML     32K 
                (Tables)                                                         
43: R30         Acquisition (Tables)                                HTML     37K 
44: R31         Inventories (Tables)                                HTML     37K 
45: R32         Prepaid Expenses and Other Assets (Tables)          HTML     34K 
46: R33         Goodwill and Other Intangible Assets (Tables)       HTML     40K 
47: R34         Property, Plant and Equipment (Tables)              HTML     38K 
48: R35         Accrued Expenses and Other Liabilities (Tables)     HTML     36K 
49: R36         Stockholders' Equity (Tables)                       HTML     47K 
50: R37         Revenue From Contract With Customer (Tables)        HTML     42K 
51: R38         Stock-Based Compensation (Tables)                   HTML     85K 
52: R39         Leases (Tables)                                     HTML     34K 
53: R40         Income Taxes (Tables)                               HTML     68K 
54: R41         Segment Information (Tables)                        HTML     59K 
55: R42         Commitments and Contingencies (Tables)              HTML     42K 
56: R43         Interim Financial Data (Unaudited) (Tables)         HTML     44K 
57: R44         Business and Organization - Additional Information  HTML     30K 
                (Detail)                                                         
58: R45         Summary of Significant Accounting Policies -        HTML    109K 
                Additional Information (Detail)                                  
59: R46         Summary of Significant Accounting Policies -        HTML     43K 
                Estimated Useful Lives of Property Plant and                     
                Equipment (Detail)                                               
60: R47         Acquisition - Additional Information (Detail)       HTML     81K 
61: R48         Acquisition - Summary of Consideration Allocated    HTML     63K 
                to Assets Acquired and Liabilities Assumed                       
                (Detail)                                                         
62: R49         Inventories - Summary of Inventories (Detail)       HTML     39K 
63: R50         Inventories - Additional Information (Detail)       HTML     32K 
64: R51         Prepaid Expenses and Other Assets - Summary of      HTML     46K 
                Prepaid Expenses and Other Assets (Detail)                       
65: R52         Goodwill and Other Intangible Assets - Additional   HTML     50K 
                Information (Detail)                                             
66: R53         Goodwill and Other Intangible Assets - Details of   HTML     43K 
                Intangible Assets (Detail)                                       
67: R54         Property, Plant and Equipment - Summary of          HTML     53K 
                Property, Plant and Equipment (Detail)                           
68: R55         Property, Plant and Equipment - Additional          HTML     36K 
                Information (Detail)                                             
69: R56         Accrued Expenses and Other Liabilities - Summary    HTML     49K 
                of Accrued Expenses and Other Liabilities (Detail)               
70: R57         Debt - Additional Information (Detail)              HTML     72K 
71: R58         Stockholders' Equity - Additional Information       HTML     60K 
                (Detail)                                                         
72: R59         Stockholders' Equity - Computation of Basic and     HTML     66K 
                Diluted Earnings Per Share (Detail)                              
73: R60         Stockholders' Equity - Antidilutive Securities      HTML     36K 
                Excluded from Computation of Earnings Per Share                  
                (Detail)                                                         
74: R61         Revenue From Contracts With Customers - Additional  HTML     32K 
                Information (Detail)                                             
75: R62         Revenue From Contracts With Customers - Summary of  HTML     52K 
                Disaggregated Net Sales (Detail)                                 
76: R63         Stock-Based Compensation - Additional Information   HTML     90K 
                (Detail)                                                         
77: R64         Stock-Based Compensation - Summary of Stock-Based   HTML     42K 
                Compensation Expenses (Detail)                                   
78: R65         Stock-Based Compensation - Time-Based Restricted    HTML     53K 
                Stock and Restricted Stock Unit Activity (Detail)                
79: R66         Stock-Based Compensation - Performance-Based        HTML     53K 
                Restricted Stock Activity (Detail)                               
80: R67         Stock-Based Compensation - Summary of Assumptions   HTML     41K 
                Used to Estimate Fair Value of Each SAR (Detail)                 
81: R68         Stock-Based Compensation - SAR Activity (Detail)    HTML     72K 
82: R69         Leases - Minimum Annual Payments Under              HTML     48K 
                Non-Cancelable Leases (Detail)                                   
83: R70         Leases - Additional Information (Detail)            HTML     31K 
84: R71         Employee Benefit Plans - Additional Information     HTML     44K 
                (Detail)                                                         
85: R72         Income Taxes - Income Tax Provision (Benefit)       HTML     53K 
                (Detail)                                                         
86: R73         Income Taxes - Reconciliation of Differences        HTML     53K 
                between Income Tax Provision and Income Tax                      
                Determined by Applying US Federal Statutory Rate                 
                (Detail)                                                         
87: R74         Income Taxes - Schedule of Deferred Tax Assets and  HTML     68K 
                Liabilities (Detail)                                             
88: R75         Income Taxes - Additional Information (Detail)      HTML     48K 
89: R76         Segment Information - Additional Information        HTML     46K 
                (Detail)                                                         
90: R77         Segment Information - Details of Segment            HTML     77K 
                Information (Detail)                                             
91: R78         Segment Information - Schedule of Reconciliation    HTML     62K 
                of Net Income to EBITDA (Detail)                                 
92: R79         Commitments and Contingencies - Additional          HTML     62K 
                Information (Detail)                                             
93: R80         Commitments and Contingencies - Summary of          HTML     43K 
                Reconciliation of Company's Residential Product                  
                Warranty Reserve (Detail)                                        
94: R81         Interim Financial Data (Unaudited) - Summary of     HTML     60K 
                Interim Financial Data (Detail)                                  
95: R82         Interim Financial Data (Unaudited) - Additional     HTML     36K 
                Information (Detail)                                             
96: R83         Schedule II - Valuation and Qualifying Accounts     HTML     40K 
                and Reserves (Detail)                                            
98: XML         IDEA XML File -- Filing Summary                      XML    182K 
97: EXCEL       IDEA Workbook of Financial Reports                  XLSX    103K 
 8: EX-101.INS  XBRL Instance -- trex-20181231                       XML   1.58M 
10: EX-101.CAL  XBRL Calculations -- trex-20181231_cal               XML    246K 
11: EX-101.DEF  XBRL Definitions -- trex-20181231_def                XML    658K 
12: EX-101.LAB  XBRL Labels -- trex-20181231_lab                     XML   1.40M 
13: EX-101.PRE  XBRL Presentations -- trex-20181231_pre              XML   1.03M 
 9: EX-101.SCH  XBRL Schema -- trex-20181231                         XSD    204K 
99: ZIP         XBRL Zipped Folder -- 0001193125-19-041150-xbrl      Zip    185K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.1  

Exhibit 10.1

Trex Company, Inc.

Description of Management Compensatory Plans and Arrangements

Components of Executive Compensation.

In accordance with the rules of the New York Stock Exchange, all components of compensation for the chief executive officer and other executive officers of Trex Company (the “Company”) are determined by the Compensation Committee of the Board of Directors, all of whom meet the independence requirements prescribed by such rules.

The Company’s executive compensation program includes a base salary, annual cash incentive compensation, and long-term equity incentive compensation issued under the Trex Company, Inc. 2014 Stock Incentive Plan (the “Stock Incentive Plan”).

Base Salary. Base salaries are the only non-variable element of the Company’s total compensation. They reflect each executive officer’s responsibilities, the impact of each executive officer’s position, and the contributions each executive officer delivers to the Company. Salaries are determined by competitive levels in the market for executives with comparable responsibilities and job scope based on the Company’s peer group and the results of executive compensation surveys, as well as the Company’s internal equity considerations. Each year, at its December meeting, the Compensation Committee reviews and establishes the base salaries of the Company’s executive officers for the next calendar year. Salary increases, if any, are based on individual performance, market conditions and Company performance. To gauge market conditions, the Compensation Committee evaluates the peer group and market data compiled by its independent compensation consultant. Base salaries are set upon review of the peer group and market data provided to the Compensation Committee upon consideration of the executive officer’s experience, tenure, performance and potential.

Annual Cash Incentive Compensation. The Company pays annual cash incentive compensation to its chief executive officer, other executive officers, and other key employees generally based upon the achievement of the Company’s planned pretax earnings and cash-flow objectives for the fiscal year, which are approved by the Compensation Committee no later than the first quarter of the year. For each fiscal year, each participant in the plan is assigned a “target incentive,” which is expressed as a percentage of the participant’s annual base salary. The cash incentive amount paid to a participant is determined by multiplying their target incentive by a performance percentage, which is calculated based on the extent to which the planned pretax earnings and cash flow objectives are achieved (excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets), subject to the discretion of the Compensation Committee to increase or decrease such amount. Cash incentive payments are conditional upon the participant’s continued employment by the Company through the date of grant, and are pro-rated for employees who have served for less than a full year.

Long-Term Equity Incentive Compensation. The Company maintains a long-term equity incentive compensation plan for the benefit of its chief executive officer, other executive officers, and other key employees. Awards under the plan are made under the Stock Incentive Plan by the Compensation Committee. Such awards consisted of a mix of 50% performance-based restricted stock units, 35% time-based restricted stock units, and 15% stock appreciation rights, or “SARS”. The restricted stock units and SARS each have a three-year vesting period, vesting one-third each year equally, with the vesting of the performance-based restricted stock units based on performance against target earnings before interest, taxes, depreciation and amortization, or “EBITDA,” for 1 year, cumulative 2 years and cumulative 3 years, respectively (in each case excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets). The total target long-term incentive award for each participant in the plan is expressed as a percentage of the participant’s base salary. The grant of any long-term equity is conditional upon the attainment of positive pretax earnings target for the prior year (excluding any items determined by the Compensation Committee to be extraordinary and not considered in the establishment of such targets), subject to the discretion of the Compensation Committee to increase or decrease the award.

Personal Benefits and Perquisites. The Company maintains a limited number of benefit programs available solely to the Company’s executive officers. The personal benefits are considered to constitute a part of the Company’s overall program and are presented in this light as part of the total compensation package approved by the Compensation Committee at the time of an executive officer’s hiring or promotion, as part of the Compensation Committee’s review of each executive officer’s annual total compensation, and in compensation discussions with executive officers.

Other Compensatory Plans

The Company’s executive officers also are eligible to participate in the Company’s 401(k) plan, which is available to all regular Company employees.


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/23  Trex Co. Inc.                     10-K       12/31/22   91:8.9M                                   Donnelley … Solutions/FA
 2/28/22  Trex Co. Inc.                     10-K       12/31/21   99:9.4M                                   Donnelley … Solutions/FA
 5/10/21  Trex Co. Inc.                     10-Q        3/31/21   74:4.5M                                   Donnelley … Solutions/FA
 2/22/21  Trex Co. Inc.                     10-K       12/31/20   98:8.9M                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-19-041150   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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