To the extent any capitalized words used in this Plan are not defined, they shall have the definitions stated for them in the Trex Company, Inc. 2014 Stock Incentive Plan.
1.1 Annual Director Fee means an annual fee earned by an Eligible Director for service on the Board of Directors.
1.2 Annual Committee Fee means an annual fee earned by an Eligible Director for service on various committees of the Board of Directors.
1.3 Board of Directors or Board means the Board of Directors of the Company.
1.4 Cash Portion of the Annual Director Fee means the portion of the Annual Director Fee to be received in cash, or if elected by the Eligible Director, in Equity, as provided in Sections 4.3 and 6 hereof.
1.5 Committee means the Nominating/Corporate Governance Committee which administers the Plan.
1.6 Common Stock means the common stock, par value $0.01 per share, of the Company.
1.7 Company means Trex Company, Inc., a Delaware corporation, or any successor thereto.
1.8 Election Form means the form used by an Eligible Director to elect to receive all or a portion of the Cash Portion of the Annual Director Fee and the Annual Committee Fee for a Plan Year in the form of Equity.
1.9 Eligible Director for each Plan Year means a member of the Board of Directors who is not an employee of the Company or any Subsidiary.
1.10 Equity means Options, Restricted Stock, Restricted Stock Units or SARs, or any combination thereof, as designated by the Committee from time to time, as provided in Section 4.6.
1.11 Equity Portion of the Annual Director Fee means the portion of the Annual Director Fee to be received in Equity, as provided in Section 4.1.2 hereof.
1.12 Fair Market Value means the closing price of a share of Common Stock reported on the New York Stock Exchange (the NYSE) on the date Fair Market Value is being determined, provided that if there is no closing price reported on such date, the Fair Market Value of a share of Common Stock on such date shall be deemed equal to the closing price as reported by the NYSE for the last preceding date on which sales of shares of Common Stock were reported. Notwithstanding the foregoing, in the event that the shares of Common Stock are listed upon more than one established stock exchange, Fair Market Value means the closing price of the shares of Common Stock reported on the exchange that trades the largest volume of shares of Common Stock on the date Fair Market Value is being determined. If the Common Stock is not at the time listed or admitted to trading on a stock exchange, Fair Market Value means the mean between the lowest reported bid price and highest reported asked price of the Common Stock on the date in question in the over-the-counter market, as such prices are reported in a publication of general circulation selected by the Board and regularly reporting the market price of Common Stock in such market. If the Common Stock is not listed or admitted to trading on any stock exchange or traded in the over-the-counter market, Fair Market Value shall be as determined in good faith by the Board.
1.13 Grant Date has the meaning set forth in Section 5 hereof.
1.14 Option means a non-qualified Option granted pursuant to the Trex Company, Inc. 2014 Stock Incentive Plan as may be amended from time to time.
1.15 Option Agreement means the written agreement between the Company and the Participant that evidences and sets out the terms and conditions of the Option.
1.16 Option Price means the purchase price for each share of Common Stock subject to an Option.
1.17 Participant for any Plan Year means an Eligible Director who participates in the Plan for that Plan Year in accordance with Section 6.1 hereof.