EXHIBIT 10.4
POOL CORPORATION
109 Northpark Boulevard, 4 th Floor
Covington, Louisiana 70433-5001
Telephone: (985)
892-5521
Facsimile: (985)
892-1657
«Title» «FirstName»
«LastName»
Re:
Pool Corporation Grant of Nonqualified Stock Options to
Directors
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.
(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).
6. Securities Laws
Restrictions and Other Restrictions on Tr
