EXHIBIT
10.2
STOCK OPTION
AGREEMENT
FOR THE GRANT
OF
NON-QUALIFIED STOCK OPTIONS
UNDER THE
POOL
CORPORATION
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 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 one year following the date of such death or
Disability;
(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 sche
