STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS UNDER THE POOL CORPORATION 2007 LONG-TERM INCENTIVE PLAN
EXHIBIT
10.2
FOR
THE GRANT OF
NON-QUALIFIED
STOCK OPTIONS UNDER THE
POOL
CORPORATION
2007
LONG-TERM INCENTIVE PLAN
THIS
AGREEMENT
is
entered into and effective as of DATE
by
and
between Pool Corporation, a Delaware corporation (the “Company”), and
First
Name Last Name
(the
“Optionee”).
WHEREAS
Optionee
is a key employee of the Company and the Company considers it desirable and
in
its best interest that Optionee be given an inducement to acquire a proprietary
interest in the Company and an incentive to advance the interests of the Company
by possessing an option to purchase shares of the common stock of the Company,
$.001 par value per share (the “Common Stock”) in accordance with the Pool
Corporation 2007 Long-Term Incentive Plan (the “Plan”).
NOW,
THEREFORE,
in
consideration of the premises, it is agreed by and between the parties as
follows:
I
Grant
of
Option
In
consideration of future services, the Company hereby grants to Optionee
effective as of the date hereof (the “Date of Grant”) the right, privilege and
option to purchase # shares
of
Common Stock (the “Option”) at an exercise price of $$$$ per
share
(the “Exercise Price”). The Option shall be exercisable at the time specified in
Section II below. The Option is a non-qualified stock option and shall not
be
treated as an incentive stock option under Section 422 of the Code. Any
capitalized term used herein, but not defined herein, shall have the meaning
provided in the Plan.
II
Time
of
Exercise
2.1 Subject
to the provisions of the Plan and the other provisions of this Section II,
the
Option shall become vested and exercisable beginning on the dates set forth
below, provided Optionee continues to be an employee or to perform services
for
the Company on such dates:
[50%
of the Option will vest on Vesting Date 1 and the other 50% of the Option will
vest on Vesting Date 2]
[the
Option will vest on Vesting Date1]
2.2 During
Optionee's lifetime, the Option may be exercised only by him, his guardian
if he
has been declared incompetent or by a permitted transferee under Article VI
hereof. In the event of death, the Option may be exercised as provided herein
by
the Optionee’s estate or by the person to whom such right devolves as a result
of the Optionee’s death.
1
2.3 If
the
Optionee ceases to be an employee of, or to perform other services for, the
Company or a Subsidiary of the Company:
(a) due
to
death or Disability, the Option shall become fully vested and exercisable and
shall remain exercisable for one year following the date of such death or
Disability;
(b) as
a
result of termination by the Company or a Subsidiary for Cause, the Option
shall
be forfeited immediately upon such cessation, whether or not then
exercisable;
(c) due
to
Retirement, provided that the Optionee does not engage in Competition directly
or indirectly against the Company, as determined by the Committee or the
President of the Company (i) the Option, to the extent vested and exercisable
on
the date of Retirement, shall remain exercisable for, and shall otherwise
terminate on the original expiration date of such Option; and (ii) the portion
of the Option that was not vested and exercisable on the date of Retirement
shall continue to vest in accordance with the original vesting schedule and
shall remain exercisable for, and shall otherwise terminate on the original
expiration date of such Option; and
(d) for
any
reason other than death, Disability, Retirement or Cause, provided that the
Optionee does not engage in Competition directly or indirectly against the
Company, as determined by the Committee or the President of the Company (i)
the
portion of the Option that was vested and exercisable on the date of such
cessation shall remain exercisable for, and shall otherwise terminate (x) 90
days from the date of such cessation of employment or if earlier, the original
expiration date of such Option or (y) if so determined by the Committee upon
the
recommendation of the President of the Company, for a period not to exceed
the
original expiration date of such Option and (ii) the portion of the Option
that
was not vested and exercisable on the date of such cessation shall immediately
terminate, except that such unvested portion of the Option may continue to
vest
in accordance with the original vesting schedule and remain exercisable for,
and
otherwise terminate on the original expiration date of such Option, if so
determined by the Committee upon the recommendation of the President of the
Company.
provided,
however,
that
under no circumstances may the Option be exercised later than ten years after
the Date of Grant.
2.4 For
purposes of this Agreement:
(a) “Cause”
shall mean (i) conviction of a felony or any crime or offense lesser than a
felony involving the property of the Company or a Subsidiary; (ii) conduct
that
has caused demonstrable and serious injury to the Company or a Subsidiary,
monetary or otherwise; (iii) willful refusal to perform or substantial disregard
of duties properly assigned, as determined by the Board; or (iv) breach of
duty
of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty
with respect to the Company or a Subsidiary. The determination as to whether
the
Optionee was terminated for Cause shall be made by the President and/or the
Board in its sole discretion.
2
(b) “Competition”
is deemed to occur if an Optionee, who ceases to be employed by the Company
or
its Subsidiaries or who ceases to provide services to the Company or its
Subsidiaries, obtains a position as a full-time or part-time employee of, as
a
member of the board of directors of, or as a consultant or advisor with or
to,
or acquires an ownership interest in excess of 5% of, a corporation,
partnership, firm or other entity (i) that engages in any of the businesses
of
the Company or any Subsidiary with which the Optionee was involved at any time
during employment with or other service for the Company or any Subsidiary;
(ii)
that serves as a supplier to the Company, a Subsidiary or a competitor of the
Company or a Subsidiary; or (iii) that is a customer of the Company, a
Subsidiary or a competitor of the Company or a Subsidiary.
(c) “Disability”
shall mean a disability that would entitle Optionee to payment of disability
payments under any Company or a Subsidiary disability plan or as otherwise
determined by the Committee.
(d) “Retirement”
shall mean termination of the Optionee’s employment if the Optionee has been
employed by the Company or a Subsidiary on a continuous basis for a period
of at
least ten years and the Optionee has attained the age of 55 years.
(e) “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.
2.5 The
Option shall expire and may not be exercised later than ten years following
the
Date of Grant.
III
Method
of
Exercise of Option
3.1
(a)
Optionee
may exercise all or a portion of the Option by delivering to the Company a
signed written notice of his intention to exercise the Option, specifying
therein the number of shares to be purchased. Upon receiving such notice, and
after the Company has received full payment of the Exercise Price, the
appropriate officer of the Company shall cause the transfer of title of the
shares purchased to Optionee on the Company's stock records and cause to be
issued to Optionee a stock certificate for the number of shares being acquired.
Optionee shall not have any rights as a shareholder until the stock certificate
is issued to him.
(b) Optionee
acknowledges and understands that the Company prohibits the exercise of any
options on or within five (5) business days of any record date set by the
Company and Optionee agrees that it will not exercise all or a portion of the
Option on or within five (5) business days of any record date set by the
Company. If the Option shall expire within such period, Optionee further
understands and agrees that the Option must be exercised prior to such
period.
3
3.2 The
Option may be exercised, as provided in the Plan, by the payment of the Exercise
Price in cash, in shares of Common Stock held for six months or in a combination
of cash and shares of Common Stock held for six months. The Optionee may also
pay the Exercise Price by delivering a properly executed exercise notice
together with irrevocable instructions to a broker approved by the Company
(with
a copy to the Company) to promptly deliver to the Company the amount of sale
or
loan proceeds to pay the Exercise Price or by a Net Share Exercise.
IV
No
Contract of Employment Intended
Nothing
in this Agreement shall confer upon Optionee any right to continue in the
employment of the Company or any of its subsidiaries, or to interfere in any
way
with the right of the Company or any of its subsidiaries to terminate Optionee's
employment relationship with the Company or any of its subsidiaries at any
time.
V
Binding
Effect
This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators and
successors.
VI
Non-Transferability
The
Option granted hereby may not be transferred, assigned, pledged or hypothecated
in any manner, by operation of law or otherwise, other than by will, by the
laws
of descent and distribution or pursuant to a domestic relations order, as
defined in the Code, or (i) to Family Members, (ii) to a partnership in which
the participant and/or Family Members, or entities in which the participant
and/or Family Members are the sole owners, members or beneficiaries, as
appropriate, are the sole partners, (iii) to a limited liability company in
which the participant and/or Family Members, or entities in which the
participant and/or Family Members are the sole owners, members or beneficiaries,
as appropriate, are the sole members, (iv) to a trust for the sole benefit
of
the participant and/or Family Members or (v) to a charitable organization.
Any
attempted assignment, transfer, pledge, hypothecation or other disposition
of
Incentives, or levy of attachment or similar process upon Incentives not
specifically permitted herein, shall be null and void and without effect.
VII
Inconsistent
Provisions
The
Option granted hereby is subject to the provisions of the Plan as in effect
on
the date hereof and as it may be amended. In the event any provision of this
Agreement conflicts with such a provision of the Plan, the Plan provision shall
control.
4
IN
WITNESS WHEREOF
the
parties hereto have caused this Agreement to be executed on the day and year
first above written.
POOL
CORPORATION
| By: |
|
By:
|
Optionee
5
