poolamendedltip.htm


     

    EXHIBIT
10.1


    
 

    POOL CORPORATION

     

    THE
AMENDED AND RESTATED

     

    2007
LONG-TERM INCENTIVE PLAN

     

    
      	
              1.  

            	
              Establishment
      of the Plan.

            


    

     

    
      	
              1.1  

            	
              Plan
      Name.  As of the Effective Date, the name of this plan shall be
      the 2007 Long-Term Incentive Plan (the
“Plan”).

            


    

     

    
      	
              1.2  

            	
              Effective
      Date.  This plan document shall become effective on May 8, 2007,
      subject to its approval by the holders of a majority of the voting power
      of the shares deemed present and entitled to vote at the Pool Corporation
      (“POOL”) Annual Meeting of Shareholders to be held on that date and any
      necessary approval from any department, board or agency of the United
      States or states having
jurisdiction.

            


    

     

    
      	
              1.3  

            	
              Purpose.
      The purpose of the Plan is to increase shareholder value and to advance
      the interests of POOL and its subsidiaries (collectively, the “Company”)
      by furnishing stock-based economic incentives (the “Incentives”) designed
      to attract, retain, reward and motivate key employees, officers,
      directors, consultants and advisors to the Company and to strengthen the
      mutuality of interests between such persons and POOL’s shareholders.
      Incentives consist of opportunities to purchase or receive shares of
      common stock, $.001 par value per share, of POOL (the “Common
      Stock”), on terms determined under the Plan. As used in the Plan, the term
      “subsidiary” means any corporation, limited liability company or other
      entity, of which POOL owns (directly or indirectly) within the meaning of
      Section 424(f) of the Internal Revenue Code of 1986, as amended, and the
      rules and regulations thereunder, as now in force or as hereafter amended
      (the “Code”), 50% or more of the total combined voting power of all
      classes of stock, membership interests or other equity interests issued
      thereby.

            


    

     

    
      	
              2.  

            	
              Administration.

            


    

     

    
      	
              2.1.  

            	
              Composition.
      The Plan shall be administered by the Compensation Committee of the Board
      of Directors of POOL or by a subcommittee thereof (the “Committee”). The
      Committee shall consist of not fewer than two members of the Board of
      Directors, each of whom shall (a) qualify as a “non-employee director”
      under Rule 16b-3 under the Securities Exchange Act of 1934 (the “1934
      Act”) or any successor rule, and (b) qualify as an “outside director”
      under Section 162(m) of the Code (“Section
  162(m)”).

            


    

     

    
      	
              2.2.  

            	
              Authority.
      The Committee shall have plenary authority to award Incentives under the
      Plan, to interpret the Plan, to establish any rules or regulations
      relating to the Plan that it determines to be appropriate, to enter into
      agreements with or provide notices to participants as to the terms of the
      Incentives (the “Incentive Agreements”) and to make any other
      determination that it believes necessary or advisable for the proper
      administration of the Plan. Its decisions in matters relating to the Plan
      shall be final and conclusive on the Company and participants. The
      Committee may delegate its authority hereunder to the extent provided in
      Section 3 hereof.

            


    

     

    
      	
              3.  

            	
              Eligible
      Participants. Key employees, officers, directors and persons providing
      services as consultants or advisors to the Company shall become eligible
      to receive Incentives under the Plan when designated by the Committee.
      Employees may be designated individually or by groups or categories, as
      the Committee deems appropriate.  In accordance with applicable
      law, the Committee may delegate to appropriate officers of the Company its
      authority to designate participants, to determine the size and type of
      Incentives to be received by those participants and to set and modify the
      terms of the Incentives.

            


    

     

    
      	
              4.  

            	
              Types
      of Incentives. Incentives may be granted under the Plan to eligible
      participants in the forms of (a) non-qualified stock options; and (b)
      restricted stock.

            


    

     

    
      	
              5.  

            	
              Shares
      Subject to the Plan.

            


    

     

    
      	
              5.1.  

            	
              Number of Shares.
      Subject to adjustment as provided in Sections 5.2 and 9.5, the maximum
      number of shares of Common Stock that may be delivered to participants and
      their permitted transferees under the Plan shall be
      5,415,000.  No additional awards will be made under the
      Company’s predecessor stock option plans (The SCP Pool Corporation 1995
      Stock Option Plan, The SCP Pool Corporation 1998 Stock Option Plan, The
      SCP Pool Corporation 2002 Long-Term Incentive Plan, and The SCP Pool
      Corporation Non-Employee Directors Equity Incentive
  Plan).

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              5.2.  

            	
              Share
      Counting. To the extent any shares of Common Stock covered by a stock
      option are not delivered to a participant or permitted transferee because
      the Option is forfeited or canceled or shares of Common Stock are not
      delivered because an Incentive is paid or settled in cash, such shares
      shall not be deemed to have been delivered for purposes of determining the
      maximum number of shares of Common Stock available for delivery under this
      Plan. In the event that shares of Common Stock are issued as an Incentive
      and thereafter are forfeited or reacquired by the Company pursuant to
      rights reserved upon issuance thereof, such forfeited and reacquired
      Shares may again be issued under the Plan. With respect to the Net Share
      Exercise of Options, as defined in Section 6.5 hereof, all shares to which
      the Option relates are counted against the plan limits, rather than the
      net number of shares delivered upon
exercise.

            


    

     

    
      	
              5.3.  

            	
              Limitations
      on Awards. Subject to Sections 5.2 and 9.5, the following additional
      limitations are imposed under the
Plan:

            


    

     

    
      	
              A.  

            	
              The
      maximum number of shares of Common Stock that may be covered by Incentives
      granted under the Plan to any one individual during any one calendar-year
      period shall be 400,000.

            


    

     

    
      	
              B.  

            	
              The
      maximum number of shares of Common Stock that may be issued as restricted
      stock shall be 1,300,000 shares.

            


    

     

    
      	
              5.4.  

            	
              Type
      of Common Stock. Common Stock issued under the Plan may be authorized and
      unissued shares or issued shares held as treasury
  shares.

            


    

     

    
      	
              6.  

            	
              Stock
      Options. A stock option is a right to purchase shares of Common Stock from
      POOL. Each stock option granted by the Committee under this Plan shall be
      subject to the following terms and
conditions:

            


    

     

    
      	
              6.1.  

            	
              Price.
      The exercise price per share shall be determined by the Committee, subject
      to adjustment under Section 9.5; provided that in no event shall the
      exercise price be less than the Fair Market Value of a share of Common
      Stock on the date of grant.

            


    

     

    
      	
              6.2.  

            	
              Number.
      The number of shares of Common Stock subject to the option shall be
      determined by the Committee, subject to Section 5 and subject to
      adjustment as provided in Section
9.5.

            


    

     

    
      	
              6.3.  

            	
              Duration
      and Time for Exercise. The term of each stock option shall be determined
      by the Committee but shall not exceed 10 years from date of grant. Each
      stock option shall become exercisable at such time or times during its
      term as shall be determined by the
Committee.

            


    

     

    
      	
              6.4.  

            	
              Repurchase.
      Upon approval of the Committee, the Company may repurchase a previously
      granted stock option from a participant by mutual agreement before such
      option has been exercised by payment to the participant of the amount per
      share by which: (i) the Fair Market Value (as defined in Section 9.11) of
      the Common Stock subject to the option on the business day immediately
      preceding the date of purchase exceeds (ii) the exercise
      price.

            


    

     

    
      	
              6.5.  

            	
              Manner
      of Exercise. A stock option may be exercised, in whole or in part, by
      giving written notice to the Company, specifying the number of shares of
      Common Stock to be purchased. The exercise notice shall be accompanied by
      the full purchase price for such shares. The option price shall be payable
      in United States dollars and may be paid (a) in cash; (b) by check; (c) by
      delivery or attestation of ownership of shares of Common Stock which,
      unless otherwise determined by the Committee, shall have been held by the
      optionee for at least six months, and which shares shall be valued for
      this purpose at the Fair Market Value on the business day of the date such
      option is exercised; (d) by delivery of irrevocable written instructions
      to a broker approved by the Company (with a copy to the Company) to
      immediately sell a portion of the shares issuable under the option and to
      deliver promptly to the Company the amount of sale proceeds (or loan
      proceeds if the broker lends funds to the participant for delivery to the
      Company) to pay the exercise price; (e) by authorizing the Company to
      withhold from the exercise that number of shares of Common Stock which,
      when multiplied by the Fair Market Value of a share of Common Stock on the
      date of exercise, is equal to the aggregate exercise price payable with
      respect to the options being exercised (a “Net Share Exercise”) or (f) in
      such other manner as may be authorized from time to time by the
      Committee.

            


    

     

    
      	
              6.6.  

            	
              Repricing.
      Except for adjustments pursuant to Section 9.5 or actions permitted to be
      taken by the Committee under Section 9.10C. in the event of a Change of
      Control, unless approved by the stockholders of the Company, (a) the
      exercise price for any outstanding option granted under this Plan may not
      be decreased after the date of grant; and (b) an outstanding option that
      has been granted under this Plan may not, as of any date that such option
      has a per share exercise price that is greater than the then current Fair
      Market Value of a share of Common Stock, be surrendered to the Company as
      consideration for the grant of a new option with a lower exercise price,
      shares of Common Stock or a cash
payment.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              7.  

            	
              Restricted
      Stock.

            


    

     

    
      	
              7.1.  

            	
              Grant
      of Restricted Stock. The Committee may award shares of restricted stock to
      such eligible participants as the Committee determines pursuant to the
      terms of Section 3. An award of restricted stock shall be subject to such
      restrictions on transfer and forfeitability provisions and such other
      terms and conditions, including the attainment of specified performance
      goals, as the Committee may determine, subject to the provisions of the
      Plan. To the extent restricted stock is intended to qualify as
      “performance-based compensation” under Section 162(m), it must be granted
      subject to the attainment of performance goals as described in Section 8
      below and meet the additional requirements imposed by Section
      162(m).

            


    

     

    
      	
              7.2.  

            	
              The
      Restricted Period. At the time an award of restricted stock is made, the
      Committee shall establish a period of time during which the transfer of
      the shares of restricted stock shall be restricted and after which the
      shares of restricted stock shall be vested (the “Restricted Period”).
      Except for shares of restricted stock that vest based on the attainment of
      performance goals and except for shares of restricted stock granted to
      directors, the Restricted Period shall be a minimum of three years, with
      incremental vesting of portions of the award over the three-year period
      permitted. If the vesting of the shares of restricted stock is based upon
      the attainment of performance goals or if shares of restricted stock are
      granted to directors, a minimum Restricted Period of one year is allowed,
      with incremental vesting of portions of the award over the one-year period
      permitted. Each award of restricted stock may have a different Restricted
      Period. The expiration of the Restricted Period shall also occur as
      provided under Section 9.3 and under the conditions described in Section
      9.10 hereof.

            


    

     

    
      	
              7.3.  

            	
              Incentive
      Agreement and Registration of Shares. The participant receiving restricted
      stock shall enter into an Incentive Agreement with the Company setting
      forth the conditions of the grant. The shares of restricted stock awarded
      shall be registered in the name of the participant in book entry form
      reflecting the restrictions on
transfer.

            


    

     

    
      	
              7.4.  

            	
              Dividends
      on Restricted Stock. Any and all cash and stock dividends paid with
      respect to the shares of restricted stock shall be subject to any
      restrictions on transfer, forfeitability provisions or reinvestment
      requirements as the Committee may, in its discretion, prescribe in the
      Incentive Agreement.

            


    

     

    
      	
              7.5.  

            	
              Forfeiture.
      In the event of the forfeiture of any shares of restricted stock under the
      terms provided in the Incentive Agreement (including any additional shares
      of restricted stock that may result from the reinvestment of cash and
      stock dividends, if so provided in the Incentive Agreement), such
      forfeited shares shall be cancelled. The participants shall have the same
      rights and privileges, and be subject to the same forfeiture provisions,
      with respect to any additional shares received pursuant to Section 9.5 due
      to a recapitalization, merger or other change in
      capitalization.

            


    

     

    
      	
              7.6.  

            	
              Expiration
      of Restricted Period. Upon the expiration or termination of the Restricted
      Period and the satisfaction of any other conditions prescribed by the
      Committee, the restrictions applicable to the restricted stock shall lapse
      and a stock certificate for the number of shares of restricted stock with
      respect to which the restrictions have lapsed shall be delivered, free of
      all such restrictions and legends, except any that may be imposed by law,
      to the participant or the participant’s estate, as the case may
      be.

            


    

     

    
      	
              7.7.  

            	
              Rights
      as a Shareholder. Subject to the terms and conditions of the Plan and
      subject to any restrictions on the receipt of dividends that may be
      imposed in the Incentive Agreement, each participant receiving restricted
      stock shall have all the rights of a shareholder with respect to shares of
      stock during the Restricted Period, including without limitation, the
      right to vote any shares of Common Stock and the right to receive any
      dividends.

            


    

     

    
      	
              8.  

            	
              Performance
      Goals for Section 162(m) Awards.  To the extent that shares of
      restricted stock granted under the Plan are intended to qualify as
      “performance-based compensation” under Section 162(m), the vesting or
      grant of such awards shall be conditioned on the achievement of one or
      more performance goals and must satisfy the other requirements of Section
      162(m). The performance goals pursuant to which such shares of restricted
      stock shall vest or be granted shall be any or a combination of the
      following performance measures applied to the Company, POOL, a division or
      a subsidiary: earnings per share, return on assets, an economic value
      added measure, shareholder return, earnings, stock price, return on
      equity, return on total capital, reduction of expenses, increase in cash
      flow, increase in revenues or customer growth. The performance goals may
      be subject to such adjustments as are specified in advance by the
      Committee. For any performance period, such performance objectives may be
      measured on an absolute basis or relative to a group of peer companies
      selected by the Committee, relative to internal goals or relative to
      levels attained in prior years. For grants intended to qualify as
      performance-based compensation under Section 162(m), the Committee may not
      waive any of the pre-established performance goal objectives, except for
      an automatic waiver under Section 9.10 hereof, or as may be provided by
      the Committee in the event of death or
  disability.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              9.  

            	
              General.

            


    

     

    
      	
              9.1.  

            	
              Duration.
      Subject to Section 9.9, the Plan shall remain in effect until all
      Incentives granted under the Plan have either been satisfied by the
      issuance of shares of Common Stock or otherwise been terminated under the
      terms of the Plan and all restrictions imposed on shares of Common Stock
      in connection with their issuance under the Plan have
    lapsed.

            


    

     

    
      	
              9.2.  

            	
              Transferability.
      No Incentives granted hereunder may be transferred, pledged, assigned or
      otherwise encumbered by a participant except: (a) by will; (b) by the laws
      of descent and distribution; (c) pursuant to a domestic relations order,
      as defined in the Code; or (d) as to options, (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. “Family
      Members” shall be defined as the participant’s child, stepchild,
      grandchild, parent, step-parent, grandparent, spouse, former spouse,
      sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law, or sister-in-law, including adoptive
      relationships, and any person sharing the employee’s household (other than
      a tenant or employee). 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.

            


    

     

    
      	
              9.3.  

            	
              Effect
      of Termination of Employment or Death. In the event that a participant
      ceases to be an employee of the Company or to provide services to the
      Company for any reason, including death, disability, early retirement or
      normal retirement, any Incentives may be exercised, shall vest or shall
      expire at such times as may be determined by the Committee and provided in
      the Incentive Agreement.

            


    

     

    
      	
              9.4.  

            	
              Additional
      Conditions. Anything in this Plan to the contrary notwithstanding: (a) the
      Company may, if it shall determine it necessary or desirable for any
      reason, at the time of award of any Incentive or the issuance of any
      shares of Common Stock pursuant to any Incentive, require the recipient of
      the Incentive, as a condition to the receipt thereof or to the receipt of
      shares of Common Stock issued pursuant thereto, to deliver to the Company
      a written representation of present intention to acquire the Incentive or
      the shares of Common Stock issued pursuant thereto for his own account for
      investment and not for distribution; and (b) if at any time the Company
      further determines, in its sole discretion, that the listing, registration
      or qualification (or any updating of any such document) of any Incentive
      or the shares of Common Stock issuable pursuant thereto is necessary on
      any securities exchange or under any federal or state securities or blue
      sky law, or that the consent or approval of any governmental regulatory
      body is necessary or desirable as a condition of, or in connection with
      the award of any Incentive, the issuance of shares of Common Stock
      pursuant thereto, or the removal of any restrictions imposed on such
      shares, such Incentive shall not be awarded or such shares of Common Stock
      shall not be issued or such restrictions shall not be removed, as the case
      may be, in whole or in part, unless such listing, registration,
      qualification, consent or approval shall have been effected or obtained
      free of any conditions not acceptable to the
  Company.

            


    

     

    
      	
              9.5.  

            	
              Adjustment.
      In the event of any recapitalization, stock dividend, stock split,
      combination of shares or other similar change in the Common Stock, the
      number of shares of Common Stock then subject to the Plan, including
      shares subject to outstanding Incentives, and all limitations on the
      number of shares that may be issued hereunder shall be adjusted in
      proportion to the change in outstanding shares of Common Stock. In the
      event of any such adjustments, the purchase price of any option and the
      performance objectives of any Incentive, shall also be adjusted as and to
      the extent appropriate, in the reasonable discretion of the Committee, to
      provide participants with the same relative rights before and after such
      adjustment. No substitution or adjustment shall require the Company to
      issue a fractional share under the Plan and the substitution or adjustment
      shall be limited by deleting any fractional
  share.

            


    

     

    
      	
              9.6.  

            	
              Withholding.

            


    

     

    
      	
              A.  

            	
              The
      Company shall have the right to withhold from any stock issued under the
      Plan or to collect as a condition of issuance or vesting, any taxes
      required by law to be withheld. At any time that a participant is required
      to pay to the Company an amount required to be withheld under applicable
      income tax laws in connection with the lapse of restrictions on Common
      Stock or the exercise of an option, the participant has the right to
      satisfy this obligation in whole or in part by electing (the “Election”)
      to deliver currently owned shares of Common Stock or to have the Company
      withhold shares of Common Stock, in each case having a value equal to the
      minimum statutory amount required to be withheld under federal, state and
      local law. The value of the shares to be delivered or withheld shall be
      based on the Fair Market Value of the Common Stock on the date as of which
      the amount of tax to be withheld shall be determined (“Tax
      Date”).

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              B.  

            	
              Each
      Election must be made prior to the Tax Date. If a participant makes an
      election under Section 83(b) of the Code with respect to shares of
      restricted stock, an Election to have shares withheld to satisfy
      withholding taxes is not permitted to be
made.

            


    

     

    
      	
              9.7.  

            	
              No
      Continued Employment. No participant under the Plan shall have any right,
      because of his or her participation, to continue in the employ of the
      Company for any period of time or to any right to continue his or her
      present or any other rate of
compensation.

            


    

     

    
      	
              9.8.  

            	
              Deferral
      Permitted. Payment of an Incentive may be deferred at the option of the
      participant if permitted in the Incentive
  Agreement.

            


    

     

    
      	
              9.9.  

            	
              Amendments
      to or Termination of the Plan. The Board may amend or discontinue this
      Plan at any time; provided, however, that no such amendment
      may:

            


    

     

    
      	
              A.  

            	
              without
      the approval of the shareholders, (i) except for adjustments permitted
      herein, increase the maximum number of shares of Common Stock that may be
      issued through the Plan, (ii) amend Section 6.6 to permit repricing of
      options. or (iii) make any other change for which shareholder approval is
      required by law or under the applicable rules of the NASDAQ;
      or

            


    

     

    
      	
              B.  

            	
              materially
      impair, without the consent of the recipient, an Incentive previously
      granted.

            


    

     

    
      	
              9.10.  

            	
              Change
      of Control.

            


    

     

    
      	
              A.  

            	
              A
      Change of Control shall mean:

            


    

     

    
      	
              i.  

            	
              the
      acquisition by any person of beneficial ownership of 50% or more of the
      outstanding shares of the Common Stock or 50% or more of the combined
      voting power of POOL’s then outstanding securities entitled to vote
      generally in the election of directors; provided, however, that for
      purposes of this subsection (i), the following acquisitions shall not
      constitute a Change of Control:

            


    

     

    
      	
              a.  

            	
              any
      acquisition (other than a Business Combination (as defined below) which
      constitutes a Change of Control under Section 9.10(A)(iii) hereof) of
      Common Stock directly from the
Company,

            


    

     

    
      	
              b.  

            	
              any
      acquisition of Common Stock by the
Company,

            


    

     

    
      	
              c.  

            	
              any
      acquisition of Common Stock by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any corporation
      controlled by the Company, or

            


    

     

    
      	
              d.  

            	
              any
      acquisition of Common Stock by any corporation pursuant to a Business
      Combination that does not constitute a Change of Control under Section
      9.10(A)(iii) hereof; or

            


    

     

    
      	
              ii.  

            	
              a
      majority of the directors of the Company shall be persons other than
      persons

            


    

     

    
      	
              a.  

            	
              for
      whose election proxies shall have been solicited by the Board,
      or

            


    

     

    
      	
              b.  

            	
              who
      are then serving as directors appointed by the Board to fill vacancies on
      the Board caused by death or resignation (but not by removal) or to fill
      newly-created directorships; or

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              iii.  

            	
              consummation
      of a reorganization, share exchange, merger or consolidation (including
      any such transaction involving any direct or indirect subsidiary of POOL)
      or sale or other disposition of all or substantially all of the assets of
      the Company (a “Business Combination”); provided, however, that in no such
      case shall any such transaction constitute a Change of Control if
      immediately following such Business
Combination:

            


    

     

    
      	
              a.  

            	
              the
      individuals and entities who were the beneficial owners of POOL’s
      outstanding Common Stock and POOL’s voting securities entitled to vote
      generally in the election of directors immediately prior to such Business
      Combination have direct or indirect beneficial ownership, respectively, of
      more than 50% of the then outstanding shares of common stock, and more
      than 50% of the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors of the
      surviving or successor corporation, or, if applicable, the ultimate parent
      company thereof (the “Post-Transaction Corporation”),
  and

            


    

     

    
      	
              b.  

            	
              except
      to the extent that such ownership existed prior to the Business
      Combination, no person (excluding the Post-Transaction Corporation and any
      employee benefit plan or related trust of either POOL, the
      Post-Transaction Corporation or any subsidiary of either corporation)
      beneficially owns, directly or indirectly, 50% or more of the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or 50% or more of the combined voting power of the
      then outstanding voting securities of such corporation,
  and

            


    

     

    
      	
              c.  

            	
              at
      least a majority of the members of the board of directors of the
      Post-Transaction Corporation were members of the Board at the time of the
      execution of the initial agreement, or of the action of the Board of
      Directors, providing for such Business Combination;
  or

            


    

     

    
      	
              iv.  

            	
              approval
      by the shareholders of POOL of a complete liquidation or dissolution of
      POOL.

            


    

     

    
       

      
        	 	 For purposes
      of this Section 9.10, the term “person” shall mean a natural person or
      entity, and shall also mean the group or syndicate created when two or
      more persons act as a syndicate or other group (including, without
      limitation, a partnership or limited partnership) for the purpose of
      acquiring, holding, or disposing of a security, except that “person” shall
      not include an underwriter temporarily holding a security pursuant to an
      offering of the security.


      

       

    

     

    
      	
              B.  

            	
              Upon
      a Change of Control of the type described in clause (A)(i) or (A)(ii) of
      this Section 9.10 or immediately prior to any Change of Control of the
      type described in clause (A)(iii) or (A)(iv) of this Section 9.10, all
      outstanding Incentives granted pursuant to this Plan shall automatically
      become fully vested and exercisable, all restrictions or limitations on
      any Incentives shall automatically lapse and, unless otherwise provided in
      the applicable Incentive Agreement, all performance criteria and other
      conditions relating to the payment of Incentives shall be deemed to be
      achieved or waived by POOL without the necessity of action by any person.
      As used in the immediately preceding sentence, ‘immediately prior’ to the
      Change of Control shall mean sufficiently in advance of the Change of
      Control to permit the grantee to take all steps reasonably necessary (i)
      if an optionee, to exercise any such option fully and (ii) to deal with
      the shares purchased or acquired under any such option and any formerly
      restricted shares on which restrictions have lapsed so that all types of
      shares may be treated in the same manner in connection with the Change of
      Control as the shares of Common Stock of other
    shareholders.

            


    

     

    
      	
              C.  

            	
              No
      later than 30 days after a Change of Control of the type described in
      subsections (A)(i) or (A)(ii) of this Section 9.10 and no later than 30
      days after the approval by the Board of a Change of Control of the type
      described in subsections (A)(iii) or (A)(iv) of this Section 9.10, the
      Committee, acting in its sole discretion without the consent or approval
      of any participant (and notwithstanding any removal or attempted removal
      of some or all of the members thereof as directors or Committee members),
      may act to effect one or more of the alternatives listed below, which may
      vary among individual participants and which may vary among Incentives
      held by any individual participant:

            


    

     

    
      	
              i.  

            	
              require
      that all outstanding options be exercised on or before a specified date
      (before or after such Change of Control) fixed by the Committee, after
      which specified date all unexercised options and all rights of
      participants thereunder shall
terminate,

            


    

     

    
      
        
        

      

      
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              ii.  

            	
              make
      such equitable adjustments to Incentives then outstanding as the Committee
      deems appropriate to reflect such Change of Control (provided, however,
      that the Committee may determine in its sole discretion that no adjustment
      is necessary),

            


    

     

    
      	
              iii.  

            	
              provide
      for mandatory conversion of some or all of the outstanding options held by
      some or all participants as of a date, before or after such Change of
      Control, specified by the Committee, in which event such options shall be
      deemed automatically cancelled and the Company shall pay, or cause to be
      paid, to each such participant an amount of cash per share equal to the
      excess, if any, of the Change of Control Value of the shares subject to
      such option, as defined and calculated below, over the exercise price of
      such options or, in lieu of such cash payment, the issuance of Common
      Stock or securities of an acquiring entity having a Fair Market Value
      equal to such excess, or

            


    

     

    
      	
              iv.  

            	
              provide
      that thereafter, upon any exercise of an option, the holder shall be
      entitled to purchase or receive under such option, in lieu of the number
      of shares of Common Stock then covered by such option, the number and
      class of shares of stock or other securities or property (including,
      without limitation, cash) to which the holder would have been entitled
      pursuant to the terms of the agreement providing for the reorganization,
      share exchange, merger, consolidation or asset sale, if, immediately prior
      to such Change of Control, the holder had been the record owner of the
      number of shares of Common Stock then covered by such
    option.

            


    

     

    
      	
              D.  

            	
              For
      the purposes of paragraph (iii) of Section 9.10(C), the "Change of Control
      Value" shall equal the amount determined by whichever of the following
      items is applicable:

            


    

     

    
      	
              i.  

            	
              the
      per share price to be paid to holders of Common Stock in any such merger,
      consolidation or other
reorganization,

            


    

     

    
      	
              ii.  

            	
              the
      price per share offered to holders of Common Stock in any tender offer or
      exchange offer whereby a Change of Control takes
  place,

            


    

     

    
      	
              iii.  

            	
              in
      all other events, the fair market value per share of Common Stock into
      which such options being converted are exercisable, as determined by the
      Committee as of the date determined by the Committee to be the date of
      conversion of such options, or

            


    

     

    
      	
              iv.  

            	
              in
      the event that the consideration offered to holders of Common Stock in any
      transaction described in this Section 9.10 consists of anything other than
      cash, the Committee shall determine the fair cash equivalent of the
      portion of the consideration offered that is other than
    cash.

            


    

     

    
      	
              9.11.  

            	
              Definition
      of Fair Market Value. Whenever “Fair Market Value” of Common Stock shall
      be determined for purposes of this Plan, it shall be determined as
      follows: (i) if the Common Stock is listed on an established stock
      exchange or any automated quotation system that provides sale quotations,
      the closing sale price for a share of the Common Stock on such exchange or
      quotation system on the applicable date, or if no sale of the Common Stock
      shall have been made on that day, on the next preceding day on which there
      was a sale of the Common Stock; (ii) if the Common Stock is not listed on
      any exchange or quotation system, but bid and asked prices are quoted and
      published, the mean between the quoted bid and asked prices on the
      applicable date, and if bid and asked prices are not available on such
      day, on the next preceding day on which such prices were available; and
      (iii) if the Common Stock is not regularly quoted, the fair market value
      of a share of Common Stock on the applicable date as established by the
      Committee in good faith.

            


    

     

    
      	
              9.12.  

            	
              Incentive
      Agreements. Each award of an Incentive hereunder shall be evidenced by an
      agreement or notice delivered to the participant, by paper copy or
      electronic copy, that shall specify the terms and conditions thereof and
      any rules applicable thereto, including but not limited to the effect on
      such Incentive of the participant’s ceasing to be employed by or to
      provide services to the Company. The Incentive Agreement may also provide
      for the forfeiture of an Incentive in the event that the participant
      competes with the Company or engages in other activities that are harmful
      to or against the interests of the Company.

            


    

     

    



    
      
         


      

      
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