EXHIBIT 10.1
POOL CORPORATION
THE AMENDED AND
RESTATED
2007 LONG-TERM INCENTIVE
PLAN
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Establishment
of the Plan.
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Plan
Name. As of the Effective Date, the name of this plan
shall be the 2007 Long-Term Incentive Plan (the
“Plan”).
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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.
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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.
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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)”).
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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.
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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.
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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.
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Shares Subject
to the Plan.
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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).
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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.
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Limitations on
Awards. Subject to Sections 5.2 and 9.5, the following additional
limitations are imposed under the Plan:
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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.
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The maximum
number of shares of Common Stock that may be issued as restricted
stock shall be 1,300,000 shares.
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Type of Common
Stock. Common Stock issued under the Plan may be authorized and
unissued shares or issued shares held as treasury
shares.
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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:
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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.
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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.
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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.
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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.
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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.
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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.
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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).
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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.
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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.
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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.
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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.
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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
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