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.
