2005 STOCK OPTION PLAN

Exhibit 10.23

LESLIE’S POOLMART, INC.

2005 Stock Option Plan

1. Background; Purpose. Leslie’s Poolmart, Inc., a Delaware corporation (the “Company”), hereby adopts the Leslie’s Poolmart, Inc. 2005 Stock Option Plan (the “Plan”). The purpose of the Plan is to provide an incentive for key employees and consultants of the Company and its present and future subsidiaries (the “Subsidiaries”) (a) to remain in the service of the Company and its Subsidiaries, (b) to enhance the long-term performance of the Company and its Subsidiaries, and (c) to acquire a proprietary interest in the Company and its Subsidiaries.

The Plan will provide a means whereby key employees and consultants of the Company and its Subsidiaries may purchase shares of common stock, par value $.01 per share, of the Company (“Common Stock”) pursuant to awards of (i) Stock Options (as hereinafter defined) that are not intended to qualify as “incentive stock options” (as such term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) or (ii) Stock Options that are intended to qualify as incentive stock options (“Incentive Stock Options”).

2. Administration. The Plan shall be administered by the Board of Directors of the Company (the “Board”) or, in the discretion of the Board, a committee (the “Committee”), consisting of two or more directors of the Company to whom administration of the Plan has been duly delegated by the Board. If the Committee is not the entire Board, the Committee shall be appointed by the Board. Except as otherwise provided in the Company’s bylaws, as amended from time to time, any action of the Board or the Committee, as applicable, with respect to administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or by unanimous written consent of the Board’s or the Committee’s members, as applicable. The Board or the Committee, as applicable, may designate the Secretary of the Company or other Company employees to assist the Board or the Committee, as applicable, in the administration of the Plan, and may grant authority to such persons to execute agreements or other documents evidencing Stock Options awarded under this Plan or other documents entered into under this Plan on behalf of the Board or the Committee, as applicable, or the Company. Each grant of options shall be evidenced by a written agreement or other instrument as may be approved from time to time by the Board or the Committee, as applicable (a “Stock Option Agreement”). A Stock Option Agreement may be in the form of an agreement to be executed by both the Participant (as hereinafter defined) and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Board or the Committee, as applicable.

Subject to the provisions of the Plan, the Board or the Committee, as applicable, shall have full, unconditional, sole and final discretion and authority (i) to construe and interpret the Plan and each Stock Option Agreement, (ii) to define the terms used herein and therein, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, (iv) to make awards of options to purchase Common Stock (“Stock Options”) hereunder, (v) to determine the individuals to whom and the time or times at which awards of Stock Options shall be made, the number of shares of Common Stock to be subject to such awards and the other terms of such Stock Options, including the vesting schedule, (vi) to determine the circumstances under which vesting or exercisability of any Stock Option may be accelerated, terminated or converted, and to

accelerate the vesting or exercisability of any Stock Option, (vii) to determine the exercise price; provided, however, the exercise price shall not be less than the fair market value per share of Common Stock on the date of the award as determined by the Board or the Committee, as applicable, (viii) to determine the duration of each Stock Option; provided, however, the duration shall not be more than ten (10) years, (ix) to approve and determine the duration of leaves of absence which may be granted to Participants without constituting a termination of their employment or continuous service for the purposes of the Plan or a Stock Option Agreement, (x) to amend the terms of any outstanding Stock Option with consent of the holder (or as otherwise provided in this Plan), (xi) to interpret and construe this Plan and the terms and conditions of any Stock Option granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company and (xii) to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board or the Committee, as applicable, shall be binding and conclusive on all Participants in the Plan and their legal representatives and beneficiaries.

3. Shares Subject to the Plan.

(a) Number of Shares. The shares to be sold upon the exercise of Stock Options awarded under this Plan shall consist of the Company’s authorized but unissued Common Stock. Subject to adjustment as provided in Section 6 hereof, the aggregate number of shares of Common Stock which may be issued upon the exercise of Stock Options awarded to Participants pursuant to Section 5 below shall equal 1,300,000. For purposes of this Section 3(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares actually issued upon exercise of a Stock Option. Shares of Common Stock (i) subject to Stock Options that are canceled, expired or forfeited or (ii) that are delivered or deemed delivered to the Company in payment or satisfaction of the exercise price or tax withholding obligation of a Stock Option will again be available for issuance pursuant to Stock Option granted under the Plan. Notwithstanding anything herein to the contrary, the aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall not exceed 1,300,000, which number shall be adjusted pursuant to Section 6 only to the extent that such adjustment will not affect the status of any option intended to qualify as an Incentive Stock Option under Section 422 of the Code. In addition, the aggregate number of Common Shares subject to Stock Options granted under this Plan during any calendar year to any one Participant shall not exceed 700,000, which number shall adjusted pursuant to Section 6 only to the extent that such adjustment will not affect the status of any Stock Option intended to qualify as “performance based compensation” under Section 162(m) of the Code. The shares of outstanding Common Stock which may be sold pursuant hereto upon the exercise of Stock Options awarded to Participants are referred to herein as “Option Shares”. A holder of Option Shares shall be entitled to all rights (including voting and dividend rights) of a holder of Common Stock of the Company. The recipients of awards of Stock Options hereunder shall, upon the exercise of any such Stock Options, be deemed to have become a party to the Stockholders Agreement (attached hereto as Exhibit A), dated as of January 25, 2005, among the Company, certain of its stockholders, as amended from time to time as Management Stockholders (as such term is defined therein) (the “Stockholders Agreement”).

(b) Vesting. Subject to the provisions of this Plan, the Option Shares subject to Stock Options shall vest and become exercisable with respect to such Stock Option in such installments as determined by the Board or the Committee, as applicable, and set forth in a Stock Option Agreement. Notwithstanding anything in the Plan or any Stock Option Agreement to the contrary, the Board or the Committee, as applicable, may, at any time, accelerate the vesting with respect to any Stock Option (or portion thereof) granted under the Plan without the consent of the affected holder of such Stock Option.