dirstockoptionagreement.htm


     

     

    EXHIBIT 10.4
 

     

    
 POOL
CORPORATION

    109
Northpark Boulevard, 4th
Floor

    Covington,
Louisiana 70433-5001

     

    Telephone:
(985) 892-5521

    Facsimile:  (985)
892-1657

    


    


    


    


    May [ ],
2009

    


    


    


    


    «Title»
«FirstName» «LastName»

    


    


    


    


    Re:           Pool Corporation Grant of Nonqualified
Stock Options to
Directors

     

    
 

    Dear
«Title» «LastName»:

     

    
 

    Pursuant to the Pool Corporation
Amended and Restated 2007 Long-Term Incentive Plan (the “Plan”) you are hereby
granted a stock option (an “Option”), as provided below, under the Plan, a copy
of which is attached hereto.

    


     1. 
Definitions.  For
the purposes of this Agreement, the following terms shall have the meanings set
forth below.  Other capitalized terms used herein and not otherwise
defined shall have the meaning set forth in the Plan.

    


        “Code” shall mean the Internal
Revenue Code of 1986, as amended, and any successor statute.

    


        “Grant Date” shall mean
May [ ], 2009.

    


        “Option Shares” shall mean (i)
all shares of Common Stock issued or issuable upon the exercise of the Option
and (ii) all shares of Common Stock issued with respect to the Common Stock
referred to in clause (i) above by way of stock dividend or stock split or in
connection with any conversion, merger, consolidation or recapitalization or
other reorganization affecting the Common Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

        “Securities Act” shall
mean the Securities Act of 1933, as amended, and any successor
statute.

           


           
 2.  Option.

     

        (a) Terms.  Your
Option is to purchase _____ shares of Common Stock at an option price per share
of $_____ (the “Exercise Price”),
payable upon exercise as set forth in paragraph 2(b) below. Your Option will
expire at the close of business on May [ ], 2019 (the “Expiration Date”),
subject to earlier expiration in connection with the termination of your term as
a director as provided in paragraph 4(b) below.  Your Option is not intended to be an
“incentive stock option” within the meaning of Section 422A of the
Code.

    


        (b) Payment of Option
Price.  Subject to paragraph 3 below, your Option may be
exercised upon payment of the exercise price as provided in the
Plan.

    
       

             
 3.  Exercisability/Vesting.

    

     

    Your
Option may be exercised only to the extent it has vested.  Your Option
will fully vest and become exercisable with respect to all of your Option Shares
on (i) May [ ], 2010, but only if you are still serving as a director of the
Company on such date; (ii) upon a Change of Control, as provided in the Plan,
and (iii) as otherwise provided in paragraph 4(b) below.

    
        
4.  Expiration of Option.

     

        (a) Normal Expiration. In no event
shall any part of your Option be exercisable after the Expiration Date set forth
in paragraph 2(a) above.

    


        (b) Early Expiration Upon
Termination of Service as a Director.  Any Option that is
vested or not vested on the date your service as a director of the Company
terminates (for any reason whatsoever) will expire and be forfeited on such
date, provided, however, (i) if you die, any Option that is vested and
exercisable will remain exercisable until the Expiration Date and any Option
that is unvested shall become fully vested and exercisable and shall remain
exercisable until the Expiration Date; (ii) if you are not re-elected as a
director, any Option that is vested and exercisable will expire one year from
the date on which you fail to be reelected as a director, but in no event after
the Expiration Date; and (iii) if you cease to be a director for any reason
other than death or failure to be re-elected, provided that you do not engage in
competition directly or indirectly against the Company, as determined by the
Board, any Options that are vested and exercisable on the date of such cessation
shall remain exercisable and shall terminate on the Expiration
Date.

    


     5.
 Procedure for
Exercise.  You may exercise all or any portion of your Option,
to the extent it has vested and is outstanding, at any time and from time to
time prior to its expiration, by delivering written notice to the Company (to
the attention of the Company’s Secretary).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

     6.
 Securities Laws Restrictions
and Other Restrictions on Transfer of Option Shares.  You
represent that when you exercise your Option you will be purchasing Option
Shares for your own account and not on behalf of others.  You
understand and acknowledge that federal and state securities laws govern and
restrict your right to offer, sell or otherwise dispose of any Option Shares
unless your offer, sale or other disposition thereof is registered under the
Securities Act and state securities laws, or in the opinion of the Company’s
counsel, such offer, sale or other disposition is exempt from registration or
qualification thereunder.  You agree that you will not offer, sell or
otherwise dispose of any Option Shares in any manner which would:  (i)
require the Company to file any registration statement with the Securities and
Exchange Commission (or any similar filing under state law) or to amend or
supplement any such filing or (ii) violate or cause the Company to violate the
Securities Act, the rules and regulations promulgated thereunder or any other
state or federal law.  You further understand that the certificates
for any Option Shares you purchase will bear such legends as the Company deems
necessary or desirable in connection with the Securities Act or other rules,
regulations or laws.

    


     7.
 Non-Transferability of
Option.  Your Option is personal to you and is not transferable
by you other than as provided in the Plan.  During your lifetime only
you (or your guardian or legal representative) may exercise your Option. In the
event of your death, your Option may be exercised only by the executor or
administrator of your estate or the person or persons to whom your rights under
the Option shall pass by will or the laws of descent and
distribution.

    


    8.
 Conformity with
Plan.  Your Option is intended to conform in all respects with,
and is subject to all applicable provisions of, the Plan, which is incorporated
herein by reference.  Inconsistencies between this Agreement and the
Plan shall be resolved in accordance with the terms of the Plan.  By
executing and returning the enclosed copy of this Agreement, you acknowledge
your receipt of this Agreement and the Plan and agree to be bound by all of the
terms of this Agreement and the Plan.

    


     9.
 Withholding of
Taxes.  The Company shall be entitled, if necessary or
desirable, to withhold from you from any amounts due and payable by the Company
to you (or secure payment from you in lieu of withholding) the amount of any
withholding or other tax due from the Company with respect to any Option Shares
issuable under this Plan, and the Company may defer such issuance unless
indemnified by you to its satisfaction.

     

    10. Adjustments.  In
the event of a reorganization, recapitalization, stock dividend or stock split,
combination of shares, merger, consolidation or other change in the Common
Stock, appropriate adjustments in the number and type of shares authorized by
the Plan, the number and type of shares covered by your Option and the Exercise
Price specified herein will be made.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11. Amendment.  Except
as otherwise provided herein, any provision of this Agreement may be amended or
waived only with the prior written consent of you and the Company.

    


    12. Successors and
Assigns.  Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or
not.

    


    13. Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

    


    14. Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall constitute an original, but all of which taken together shall
constitute one and the same Agreement.

    


    15. Descriptive
Headings.  The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this
Agreement.

    


    16. Governing
Law.  The corporate law of Delaware will govern all questions
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity and interpretation of this
Agreement will be governed by the internal law, and not the law of conflicts, of
Delaware.

    


    17. Electronic Delivery and Signatures. You hereby
consent and agree 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), you hereby consent to such procedures and agree that
your electronic signatures is the same as, and shall have the same force and
effect as, your manual signature.  You consent and agree 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.

    


    18. Entire
Agreement.  This Agreement constitutes the entire understanding
between you and the Company, and supersedes all other agreements, whether
written or oral, with respect to the subject matter hereof.

    


    


    


    * * * * *

    



    
      
        
           

        

         


      

      
        4

        
          

        

      

      
         


      

    


    Please
execute the extra copy of this Agreement in the space below and return it to the
Company’s Secretary at its executive offices to confirm your understanding and
acceptance of the agreements contained in this Agreement.

    


                                Very truly
yours,

    


                                POOL
CORPORATION

    
 

       
By___________________________

    
 

                                Name_________________________

    


                                Title__________________________

    


    Enclosures:                           1.
Extra copy of this Agreement

    2. Copy of the Plan

    3. Copy of the Prospectus for the
Plan

     

     

    The
undersigned hereby acknowledges having read this Agreement and the Plan and
hereby agrees to be bound by all provisions set forth herein and in the
Plan.

     

     

                                                                                                                               
PARTICIPANT

    Dated as of:  May [ ],
2009

    


                                ____________________________

                                «FirstName»
«LastName»

    



    
      
        
           

           

        

         


      

      
        5