stockoptionagreement.htm


     

     

    EXHIBIT
10.2
 

    
 

    STOCK
OPTION AGREEMENT

    FOR
THE GRANT OF

    NON-QUALIFIED
STOCK OPTIONS UNDER THE

    POOL
CORPORATION AMENDED AND RESTATED 

    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 Amended and Restated  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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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, and shall otherwise terminate on the original
expiration date of such Option;

     

                   
(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.

     

    
      
        
        

      

      
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(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 that engages in any of the businesses of the
Company or any Subsidiary.

     

                    (c) “Disability”
shall mean a disability that would entitle Optionee to payment of disability
payments under the Company’s or a Subsidiary’s long-term 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, the Optionee has attained the age of 55 years and the Optionee
has provided the Company with a minimum of one year advance written notice of
Optionee’s intention to retire.

     

                   
(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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    VII

     

    Electronic
Delivery and Signatures

     

           
Optionee 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
signatures system for delivery and acceptance of Plan documents (including
documents relating to any programs adopted under the plan), Optionee hereby
consents to such procedures and agrees that his or her electronic signatures is
the same as, and shall have the same force and effect as, his or her manual
signature.  Optionee 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.

     

    VIII

     

    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.

     

    IX

     

    Governing
Law

     

            
This 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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    IN WITNESS WHEREOF the parties
hereto have caused this Agreement to be executed on the day and year first above
written.

    


                                    POOL
CORPORATION

    


    


            

     

                                  By:  _______________________________                                                     

                                         
Name:

                                           Title:

                

                                     
_______________________________

                                                                             Optionee


    
      
        
                                              


        

         


      

      
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