DIRECTOR RESTRICTED STOCK AGREEMENT (PURSUANT TO THE TERMS OF THE POOL CORPORATION
EXHIBIT
10.5
DIRECTOR
(PURSUANT
TO THE TERMS OF THE
POOL
CORPORATION
2007
LONG-TERM INCENTIVE PLAN)
This
RESTRICTED STOCK AGREEMENT (this "Restricted Stock Agreement") is between Pool
Corporation, a Delaware corporation ("Company"), and _____________("Recipient"),
and is dated as of the date set forth immediately above the signatures
below.
1. Grant
of Restricted Stock.
The
Company hereby grants to Recipient all rights, title and interest in the record
and beneficial ownership of ________ shares (the "Restricted Stock" or the
“Incentive”) of common stock, $.001 par value per share, of Company ("Common
Stock") subject to the conditions described in Paragraphs 4 and 5 as well as
the
other provisions of this Restricted Stock Agreement. The Restricted Stock is
granted pursuant to and to implement in part Pool Corporation’s 2007 Long-Term
Incentive Plan (as amended and in effect from time to time, the "Plan") and
is
subject to the provisions of the Plan, which is hereby incorporated herein
and
is made a part hereof, as well as the provisions of this Restricted Stock
Agreement and in the event of any inconsistency, the provisions of the Plan
shall control. Recipient agrees to be bound by all of the terms, provisions,
conditions and limitations of the Plan and this Restricted Stock Agreement.
All
capitalized terms have the meanings set forth in the Plan unless otherwise
specifically provided. All references to specified paragraphs pertain to
paragraphs of this Restricted Stock Agreement unless otherwise specifically
provided.
2. Custody
of Restricted Stock.
Upon
satisfaction of the vesting conditions set forth in Paragraph 4 or the
occurrence of any of the events contemplated by Paragraph 5(b) or 5(c), Company
shall issue and deliver to Recipient a certificate or certificates for such
number of shares of Restricted Stock as are required to be issued and delivered
under this Restricted Stock Agreement. Prior to the satisfaction of such vesting
conditions or the occurrence of such events, the Restricted Stock is not
transferable and shall be held in trust until such time as the applicable
restrictions on the transfer thereof have expired or otherwise lapsed.
3. Risk
of Forfeiture.
Subject
to Paragraphs 5(b) and 5(c), should Recipient's service as a member of the
Board
of Directors of the Company and each Subsidiary terminate prior to the vesting
date set forth in Paragraph 4, Recipient shall forfeit the Restricted Stock
that
would otherwise have vested on such dates. For purposes of this Restricted
Stock
Agreement, “Subsidiary” shall mean any corporation or other entity of which the
Company owns securities having a majority of the ordinary voting power in
electing the board of directors or similar governing body, either directly
or
through one or more Subsidiaries.
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4. Vesting
Dates.
Subject
to Paragraph 5, the shares of Restricted Stock subject to this Restricted Stock
Agreement shall vest in full on May 8, 2008.
5. Termination
of Service on the Board of Directors; Change of Control.
Except
as otherwise provided in this Section 5, if Recipient ceases to serve on the
Board of Directors prior to May 8, 2008, then Recipient shall forfeit the right
to receive all of the shares of Restricted Stock.
a. Change
of Control.
If a
Change of Control shall occur, then immediately all nonvested Restricted Stock
shall fully vest, all restrictions (other than those described in Paragraph
9)
applicable to such Restricted Stock shall terminate and Company shall release
from escrow or trust and shall issue and deliver to Recipient a certificate
or
certificates for all shares of Restricted Stock.
b. Death
or Disability.
If
Recipient's service on the Board of Directors is terminated by death or
Disability, then immediately all nonvested Restricted Stock shall fully vest,
all restrictions (other than described in Paragraph 9) applicable to Restricted
Stock shall terminate and Company shall release from escrow or trust and shall
issue and deliver to Recipient, or in the case of death, to the person or
persons to whom Recipient's rights under this Restricted Stock Agreement shall
pass by will or by the applicable laws of descent and distribution, or in the
case of Disability, to Recipient's personal representative, a certificate or
certificates for all Restricted Stock.
c. Definition
of Disability.
For
purposes of this Restricted Stock Agreement, “Disability” shall mean a
disability that would entitle the Recipient to the payment of disability
payments under any Company or Subsidiary disability plan or as otherwise
determined by the Committee.
6. Ownership
Rights.
Subject
to the restrictions set forth herein and subject to Paragraph 8, Recipient
is
entitled to all voting and ownership rights applicable to the Restricted Stock,
including the right to receive any dividends that may be paid on Restricted
Stock, whether or not vested.
7. Reorganization
of Company and Subsidiaries.
The
existence of this Restricted Stock Agreement shall not affect in any way the
right or power of Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in Company's
capital structure or its business, or any merger or consolidation of Company
or
any issue of bonds, debentures, preferred or prior preference stock ahead of
or
affecting the Restricted Stock or the rights thereof, or the dissolution or
liquidation of Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
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8. Adjustment
of Shares.
In the
event of stock dividends, spin-offs of assets or other extraordinary dividends,
stock splits, combinations of shares, recapitalizations, mergers,
consolidations, reorganizations, liquidations, issuances of rights or warrants
and similar transactions or events involving Company ("Recapitalization
Events"), then for all purposes references herein to Common Stock or to
Restricted Stock shall mean and include all securities or other property that
holders of Common Stock of Company are entitled to receive in respect of Common
Stock by reason of each successive Recapitalization Event, which securities
or
other property shall be treated in the same manner and shall be subject to
the
same restrictions as the underlying Restricted Stock.
9. Certain
Restrictions.
By
accepting the Restricted Stock, Recipient agrees that if at the time of delivery
of certificates for shares of Restricted Stock issued hereunder any sale of
such
shares is not covered by an effective registration statement filed under the
Securities Act of 1933 (the "Act"), Recipient will acquire the Restricted Stock
for Recipient's own account and without a view to resale or distribution in
violation of the Act or any other securities law, and upon any such acquisition
Recipient will enter into such written representations, warranties and
agreements as Company may reasonably request in order to comply with the Act
or
any other securities law or with this Restricted Stock Agreement.
10. Nontransferability
of Incentive. This
Incentive is not transferable other than by will, the laws of descent and
distribution or by domestic relations order. No right or benefit hereunder
shall
in any manner be liable for or subject to any debts, contracts, liabilities,
or
torts of Recipient.
11. Amendment
and Termination.
No
amendment or termination of this Restricted Stock Agreement which would impair
the rights of Recipient shall be made by the Compensation Committee at any
time
without the written consent of Recipient. No amendment or termination of the
Plan will adversely affect the right, title and interest of Recipient under
this
Restricted Stock Agreement or to Restricted Stock granted hereunder without
the
written consent of Recipient.
12. No
Guarantee of Tax Consequences.
Neither
Company nor any subsidiary nor the Compensation Committee makes any commitment
or guarantee that any federal or state tax treatment will apply or be available
to any person eligible for benefits under this Restricted Stock
Agreement.
13. Severability.
In the
event that any provision of this Restricted Stock Agreement shall be held
illegal, invalid, or unenforceable for any reason, such provision shall be
fully
severable, but shall not affect the remaining provisions of this Restricted
Stock Agreement and this Restricted Stock Agreement shall be construed and
enforced as if the illegal, invalid, or unenforceable provision had never been
included herein.
14. Governing
Law.
The
Restricted Stock Agreement shall be construed in accordance with the laws of
the
State of Louisiana to the extent federal law does not supersede and preempt
Louisiana law.
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15. Section
83(b) Election.
The
Recipient has reviewed with the Recipient’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions
contemplated by this Restricted Stock Agreement. The Recipient is relying solely
on such advisors and not on any statements or representations of the Company
or
any of its agents. The Recipient understands that the Recipient (and not the
Company) shall be responsible for the Recipient’s own tax liability that may
arise as a result of the transactions contemplated by this Agreement. The
Recipient understands that the Recipient may elect to be taxed at the time
the
shares are granted by filing an election under Section 83(b) of the Code with
the IRS within thirty days from the date of grant. The Recipient acknowledges
that it is the Recipient’s sole responsibility and not the Company’s to file
timely the election under Section 83(b), even if the Recipient requests the
Company or its representatives, to make this filing on the Recipient’s
behalf.
16. Electronic
Delivery and Signatures.
Recipient hereby consents and agrees to electronic delivery of any Plan
documents, proxy materials, annual reports and other related documents. If
the
Company establishes procedures for an electronic signature system for delivery
and acceptance of Plan documents (including documents relating to any programs
adopted under the Plan), Recipient hereby consents to such procedures and agrees
that his or her electronic signature is the same as, and shall have the same
force and effect as, his or her manual signature. Recipient consents and agrees
that any such procedures and delivery may be effected by a third party engaged
by the Company to provide administrative services related to the Plan, including
any program adopted under the Plan.
IN
WITNESS WHEREOF, the parties have entered into this Restricted Stock Agreement
as of the [ ] day of
[ ], 2007.
"COMPANY"
POOL
CORPORATION
By: __________________________________
Name:
Title:
"Recipient"
_____________________________________
Name:
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