(e) Executive Bonus
Plan. Pool Corporation filed a description of the Pool
Corporation Executive Bonus Plan (the “Bonus Plan”) as an Exhibit to its Annual
Report on Form 10-K for fiscal 2006 pursuant to Item 601(b)(10)(iii)(A) of
Regulation S-K, which requires a written description of a compensatory plan or
arrangement when no formal document contains the compensation
information.
On
February 26, 2008, the Compensation Committee of our Board of Directors amended
the objective performance measures for the 2008 fiscal year annual bonus such
that the performance measures for our Chief Executive Officer, Chief Financial
Officer and each of our other executive officers for whom we reported
compensation information in our most recent proxy statement (our “Named
Executive Officers”) are as follows:
Mr.
Manuel J. Perez de la Mesa – earnings per share, cash flow from operations,
return on total assets, strategic planning and organizational
development;
Mr. Mark
W. Joslin – earnings per share, expense management and certain operational and
organizational objectives relating to credit and collections, mortgage brokerage
performance, treasury, investor relations, internal audit, tax and human
resources;
Mr. A.
David Cook – earnings per share, gross margin, division profitability, sales,
strategic sourcing objectives, complementary products, organizational planning
and development;
Mr.
Stephen C. Nelson - earnings per share, gross margin, certain inventory related
objectives, leasing and facilities management, information technology, strategic
plan coordination; and
Mr.
Christopher W. Wilson – earnings per share, group profitability, gross margin,
return on assets and organizational planning and development.
For 2008,
such Named Executive Officers will be eligible to earn their respective annual
incentive bonuses in an amount equal to up to 120% of their base
salaries. Payment of bonuses (if any) is normally made in February
after the end of the performance period which the bonuses were
earned.
2008 Strategic Plan
Incentive Program
On
February 26, 2008, the Compensation Committee of our Board of Directors approved
the implementation of a new 2008 Strategic Plan Incentive Program (the
“Program”) for our senior management, including our Named Executive
Officers. The purpose of the Program is to promote the interests of
our Company and our stockholders by providing our senior management with an
additional incentive upon achievement of specified business and earnings
objectives related to our strategic plans for growth.
Under the
terms of the Program, each Named Executive Officer is eligible to earn an
incentive in an amount up to 200% of his base salary based on the Company’s
growth of earnings per share (“EPS”). The initial incentive, if
earned, will first be paid in 2010 based on the Company’s two year earnings per
share growth from 2007 to 2009. Thereafter, the incentive shall be
based on three year earnings per share growth.
No award
will be earned under the Program unless the EPS compounded annual growth rate is
at least 10% for the performance period. A 10% growth rate will
result in an award of 50% of salary. A growth rate of over 10% and up
to 20% will result in a pro rata increase in the award up to an award of 200% of
salary for a 20% growth rate.
Payment
pursuant to the Program (if any) will be made in February after the end of the
performance period during which incentives were earned.
The
Program replaces our Strategic Plan Incentive Plan adopted in
2006.
Item 9.01 Financial Statements
and Exhibits.