dirrestrictedstockagreement.htm


     

    
EXHIBIT 10.5

     

     

    
      THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES

      THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.



    


     

    DIRECTOR

     

    RESTRICTED
STOCK AGREEMENT

     

    (PURSUANT
TO THE TERMS OF THE

     

    POOL
CORPORATION

     

    AMENDED
AND RESTATED 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 Amended and Restated 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, 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 Paragraph 5, 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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Vesting
Dates. Subject to Paragraph 5, the shares of Restricted Stock subject to
this Restricted Stock Agreement shall vest in full on May [ ],
2010.

     

     

    5.           Termination
of Service on the Board of Directors; Change of Control. Except as
otherwise provided in this Paragraph 5, if Recipient ceases to serve on the
Board of Directors prior to May [ ], 2010, 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 an employee to the
payment of disability payments under the Company’s or Subsidiary’s long-term
disability plan or as otherwise determined by the Committee.

     

     

    6.           Ownership
Rights. Subject to the restrictions set forth herein and subject to
Paragraph 9, 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 Delaware to the extent federal law does not supersede
and preempt Delaware 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
[          ],
2009.

     

     

     

     

     

    "COMPANY"

     

    POOL
CORPORATION

     

     

    By: __________________________________

    Name:

    Title:

     

     

     

    "Recipient"

     

     

    _____________________________________

    Name:

     

     

     

     

     

     

     

    



    
      
        
           

        

         


      

      
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