RESTRICTED STOCK AGREEMENT (PURSUANT TO THE TERMS OF THE POOL CORPORATION
EXHIBIT
10.3
(PURSUANT
TO THE TERMS OF THE
POOL
CORPORATION
2007
LONG-TERM INCENTIVE PLAN)
This
RESTRICTED STOCK AGREEMENT (this "Restricted Stock Agreement") is between Pool
Corporation, a Delaware corporation ("Company"), and _____________("Recipient"),
and is dated as of the date set forth immediately above the signatures
below.
1. Grant
of Restricted Stock.
The
Company hereby grants to Recipient all rights, title and interest in the record
and beneficial ownership of ________ shares (the "Restricted Stock" or the
“Incentive”) of common stock, $.001 par value per share, of Company ("Common
Stock") subject to the conditions described in Paragraphs 4 and 5 as well as
the
other provisions of this Restricted Stock Agreement. The Restricted Stock is
granted pursuant to and to implement in part Pool Corporation’s 2007 Long-Term
Incentive Plan (as amended and in effect from time to time, the "Plan") and
is
subject to the provisions of the Plan, which is hereby incorporated herein
and
is made a part hereof, as well as the provisions of this Restricted Stock
Agreement. Recipient agrees to be bound by all of the terms, provisions,
conditions and limitations of the Plan and this Restricted Stock Agreement.
All
capitalized terms have the meanings set forth in the Plan unless otherwise
specifically provided. All references to specified paragraphs pertain to
paragraphs of this Restricted Stock Agreement unless otherwise specifically
provided.
2. Custody
of Restricted Stock.
Upon
satisfaction of the vesting conditions set forth in Paragraph 4 or the
occurrence of any of the events contemplated by Paragraph 5(b) or 5(c), Company
shall issue and deliver to Recipient a certificate or certificates for such
number of shares of Restricted Stock as are required to be issued and delivered
under this Restricted Stock Agreement. Prior to the satisfaction of such vesting
conditions or the occurrence of such events, the Restricted Stock is not
transferable and shall be held in trust until such time as the applicable
restrictions on the transfer thereof have expired or otherwise lapsed.
3. Risk
of Forfeiture.
Subject
to Paragraphs 5(b) and 5(c), should Recipient's employment (defined below)
with
Company and each subsidiary (as the term "subsidiary" is defined in the Plan)
terminate prior to the vesting date set forth in Paragraph 4, Recipient shall
forfeit the Restricted Stock that would otherwise have vested on such dates.
4. Vesting
Dates.
Subject
to Paragraph 5, the shares of Restricted Stock subject to this Restricted Stock
Agreement shall vest in full on [ ].
1
5. Termination
of Employment; Change in Control.
Voluntary or involuntary termination of employment, retirement, death or
Disability of Recipient, or occurrence of a Change in Control, shall affect
Recipient's rights under this Restricted Stock Agreement as follows:
a. Voluntary
or Involuntary Termination.
If,
other than as specified below, Recipient voluntarily terminates employment
(defined below) or if Recipient's employment is terminated involuntarily, then
Recipient shall forfeit the right to receive all shares of Restricted Stock
that
have not theretofore vested pursuant to Paragraph 4.
b. Change
in Control.
If a
Change in Control shall occur, then immediately all nonvested Restricted Stock
shall fully vest, all restrictions (other than those described in Paragraph
9)
applicable to such Restricted Stock shall terminate and Company shall release
from escrow or trust and shall issue and deliver to Recipient a certificate
or
certificates for all shares of Restricted Stock.
c. Death
or Disability.
If
Recipient's employment is terminated by death or Disability, then immediately
all nonvested Restricted Stock shall fully vest, all restrictions (other than
described in Paragraph 9) applicable to Restricted Stock shall terminate and
Company shall release from escrow or trust and shall issue and deliver to
Recipient, or in the case of death, to the person or persons to whom Recipient's
rights under this Restricted Stock Agreement shall pass by will or by the
applicable laws of descent and distribution, or in the case of Disability,
to
Recipient's personal representative, a certificate or certificates for all
Restricted Stock.
d. Retirement.
If
Recipient’s employment is terminated by Retirement, provided that the Recipient
does not engage in Competition directly or indirectly against the Company,
as
determined by the Compensation Committee or the President of the Company, the
Restricted Stock not vested on the date of Retirement shall continue to vest
in
accordance with the original vesting schedule and once vested, all restrictions
(other than described in Paragraph 9) applicable to Restricted Stock shall
terminate and Company shall release from escrow or trust and shall issue and
deliver to Recipient, a certificate or certificates for all Restricted
Stock.
2
e. Definition
of Employment.
For
purposes of this Restricted Stock Agreement, "employment" means employment
by
Company or a subsidiary. In this regard, neither the transfer of Recipient
from
employment by Company to employment by a subsidiary nor the transfer of
Recipient from employment by a subsidiary to employment by Company shall be
deemed to be a termination of employment of Recipient. Moreover, the employment
of Recipient shall not be deemed to have been terminated because of absence
from
active employment on account of temporary illness or during authorized vacation
or during temporary leaves of absence from active employment granted by Company
or a subsidiary for reasons of professional advancement, education, health,
or
government service, or during military leave for any period if Recipient returns
to active employment within 90 days after the termination of military leave,
or
during any period required to be treated as a leave of absence by virtue of
any
valid law or agreement. The Compensation Committee’s determination in good faith
regarding whether a termination of employment of any type or Disability has
occurred shall be conclusive and determinative.
f. Definition
of Competition.
For
purposes of this Restricted Stock Agreement, "Competition" is deemed to occur
if
a Recipient, who ceases to be employed by the Company or its subsidiaries or
who
ceases to provide services to the Company or its subsidiaries, obtains a
position as a full-time or part-time employee of, as a member of the board
of
directors of, or as a consultant or advisor with or to, or acquires an ownership
interest in excess of 5% of, a corporation, partnership, firm or other entity
(i) that engages in any of the businesses of the Company or any subsidiary
with
which the Recipient was involved at any time during employment with or other
service for the Company or any subsidiary; (ii) that serves as a supplier to
the
Company, a subsidiary or a competitor of the Company or a subsidiary; or (iii)
that is a customer of the Company, a subsidiary or a competitor of the Company
or a subsidiary.
g. Definition
of Retirement.
For
purposes of this Restricted Stock Agreement, “Retirement” shall mean termination
of the Recipient’s employment if the Recipient has been employed by the Company
or a subsidiary on a continuous basis for a period of at least ten years and
the
Recipient has attained the age of 55 years.
h. Definition
of Disability.
For
purposes of this Restricted Stock Agreement, “Disability” shall mean a
disability that would entitle the Recipient to the payment of disability
payments under any Company or Subsidiary disability plan or as otherwise
determined by the Committee.
i. Definition
of Subsidiary.
For
purposes of this Restricted Stock Agreement, “Subsidiary” shall mean any
corporation or other entity of which the Company owns securities having a
majority of the ordinary voting power in electing the board of directors or
similar governing body, either directly or through one or more
Subsidiaries.
6. Ownership
Rights.
Subject
to the restrictions set forth herein and subject to Paragraph 8, Recipient
is
entitled to all voting and ownership rights applicable to the Restricted Stock,
including the right to receive any dividends that may be paid on Restricted
Stock, whether or not vested.
7. Reorganization
of Company and Subsidiaries.
The
existence of this Restricted Stock Agreement shall not affect in any way the
right or power of Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in Company's
capital structure or its business, or any merger or consolidation of Company
or
any issue of bonds, debentures, preferred or prior preference stock ahead of
or
affecting the Restricted Stock or the rights thereof, or the dissolution or
liquidation of Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
3
8. Adjustment
of Shares.
Except
in the case of a Change in Control as otherwise provided above, in the event
of
stock dividends, spin-offs of assets or other extraordinary dividends, stock
splits, combinations of shares, recapitalizations, mergers, consolidations,
reorganizations, liquidations, issuances of rights or warrants and similar
transactions or events involving Company ("Recapitalization Events"), then
for
all purposes references herein to Common Stock or to Restricted Stock shall
mean
and include all securities or other property that holders of Common Stock of
Company are entitled to receive in respect of Common Stock by reason of each
successive Recapitalization Event, which securities or other property shall
be
treated in the same manner and shall be subject to the same restrictions as
the
underlying Restricted Stock.
9.
Certain
Restrictions.
By
accepting the Restricted Stock, Recipient agrees that if at the time of delivery
of certificates for shares of Restricted Stock issued hereunder any sale of
such
shares is not covered by an effective registration statement filed under the
Securities Act of 1933 (the "Act"), Recipient will acquire the Restricted Stock
for Recipient's own account and without a view to resale or distribution in
violation of the Act or any other securities law, and upon any such acquisition
Recipient will enter into such written representations, warranties and
agreements as Company may reasonably request in order to comply with the Act
or
any other securities law or with this Restricted Stock Agreement.
10.
Nontransferability
of Incentive. This
Incentive is not transferable other than by will, the laws of descent and
distribution or by qualified domestic relations order. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities, or torts of Recipient.
11.
Amendment
and Termination.
No
amendment or termination of this Restricted Stock Agreement which would impair
the rights of Recipient shall be made by the Compensation Committee at any
time
without the written consent of Recipient. No amendment or termination of the
Plan will adversely affect the right, title and interest of Recipient under
this
Restricted Stock Agreement or to Restricted Stock granted hereunder without
the
written consent of Recipient.
12.
No
Guarantee of Employment.
This
Restricted Stock Agreement shall not confer upon Recipient any right with
respect to continuance of employment or other service with Company or any
subsidiary, nor shall it interfere in any way with any right Company or any
subsidiary would otherwise have to terminate such Recipient's employment or
other service at any time.
4
13.
Withholding
of Taxes.
Company
shall have the right to (i) make deductions from the number of shares of
Restricted Stock otherwise deliverable upon satisfaction of the conditions
precedent under this Restricted Stock Agreement (and other amounts payable
under
this Restricted Stock Agreement) in an amount sufficient to satisfy withholding
of any federal, state or local taxes required by law, or (ii) take such other
action as may be necessary or appropriate to satisfy any such tax withholding
obligations.
14.
No
Guarantee of Tax Consequences.
Neither
Company nor any subsidiary nor the Compensation Committee makes any commitment
or guarantee that any federal or state tax treatment will apply or be available
to any person eligible for benefits under this Restricted Stock
Agreement.
15.
Severability.
In the
event that any provision of this Restricted Stock Agreement shall be held
illegal, invalid, or unenforceable for any reason, such provision shall be
fully
severable, but shall not affect the remaining provisions of this Restricted
Stock Agreement and this Restricted Stock Agreement shall be construed and
enforced as if the illegal, invalid, or unenforceable provision had never been
included herein.
16.
Governing
Law.
The
Restricted Stock Agreement shall be construed in accordance with the laws of
the
State of Louisiana to the extent federal law does not supersede and preempt
Louisiana law.
17.
Section
83(b) Election.
The
Recipient has reviewed with the Recipient’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions
contemplated by this Restricted Stock Agreement. The Recipient is relying solely
on such advisors and not on any statements or representations of the Company
or
any of its agents. The Recipient understands that the Recipient (and not the
Company) shall be responsible for the Recipient’s own tax liability that may
arise as a result of the transactions contemplated by this Agreement. The
Recipient understands that the Recipient may elect to be taxed at the time
the
shares are granted by filing an election under Section 83(b) of the Code with
the IRS within thirty days from the date of grant. The Recipient acknowledges
that it is the Recipient’s sole responsibility and not the Company’s to file
timely the election under Section 83(b), even if the Recipient requests the
Company or its representatives, to make this filing on the Recipient’s
behalf.
18.
Miscellaneous
Provisions.
(a)
Not
a
Contract of Employment; No Acquired Rights.
The
adoption and maintenance of the Plan shall not be deemed to be a contract of
employment between the Company or any of its subsidiaries and any person.
Receipt of an Incentive under the Plan at any given time shall not be deemed
to
create the right to receive in the future an Incentive under the Plan, or any
other incentive awards granted to an employee of the Company or any of its
subsidiaries, and shall not constitute an acquired labor right for purposes
of
any foreign law. The Plan shall not afford any recipient of an Incentive any
additional right to severance payments or other termination awards or
compensation under any foreign law as a result of the termination of such
recipient's employment for any reason whatsoever.
5
(b)
Not
a
Part of Salary.
The
value of the Restricted Stock granted pursuant to this Restricted Stock
Agreement shall not be included as compensation, earnings, salaries or other
similar terms used when calculating Recipient’s benefits under any employee
benefit plan sponsored by the Company except as such plan otherwise expressly
provides.
(c)
Electronic
Delivery and Signatures.
Recipient hereby consents and agrees to electronic delivery of any Plan
documents, proxy materials, annual reports and other related documents. If
the
Company establishes procedures for an electronic signature system for delivery
and acceptance of Plan documents (including documents relating to any programs
adopted under the Plan), Recipient hereby consents to such procedures and agrees
that his or her electronic signature is the same as, and shall have the same
force and effect as, his or her manual signature. Recipient consents and agrees
that any such procedures and delivery may be effected by a third party engaged
by the Company to provide administrative services related to the Plan, including
any program adopted under the Plan.
IN
WITNESS WHEREOF, the parties have entered into this Restricted Stock Agreement
as of the [ ] day of
[ ], 2007.
"COMPANY"
POOL
CORPORATION
By: __________________________________
Name:
Title:
"Recipient"
_____________________________________
Name:
6