RETENTION AGREEMENT
This Retention Agreement is entered into as of February 24, 2026, by and between Prithvi S. Gandhi, an individual (“Executive”) and Trex Company, Inc., a Delaware corporation (the “Company”).
Recitals
Executive is an officer of the Company. The Company has determined that it is in the best interests of the Company and its stockholders that Executive’s employment with the Company be assured for a certain period of time. Therefore, the Company and Executive desire to set forth their agreement pursuant to which Executive will receive certain benefits from the Company under certain circumstances.
Agreement
Now, therefore, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:
2. Definitions. As used in this Agreement, the following terms shall have the following definitions:
(a) “Cause” means one of the following reasons for which the Executive’s employment with the Company is terminated: (i) Executive’s willful or grossly negligent misconduct, or subversive, disruptive or insubordinate behavior, that is injurious to the Company or violates Company policy; (ii) Executive’s embezzlement or misappropriation of funds or property of the Company; (iii) Executive’s conviction of a felony or the entrance of a plea of guilty or nolo contendere to a felony; (iv) Executive’s conviction of any crime involving fraud, dishonesty, moral turpitude or breach of trust or the entrance of a plea of guilty or nolo contendere to such a crime; or (v) Executive’s willful failure or refusal by Executive to devote Executive’s full business time (other than on account of disability or approved leave) and attention to the performance of Executive’s duties and responsibilities if such breach has not been cured within 15 days after written notice thereof is given to the Executive by the Board.