Exhibit
10.17 


 


FORM OF RSU AWARD AGREEMENT 


 


LATHAM GROUP, INC.


2021 OMNIBUS EQUITY INCENTIVE PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS RESTRICTED STOCK UNIT AWARD AGREEMENT
(this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by
and between Latham Group, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).


 


Capitalized terms used in this Agreement
and not otherwise defined herein have the meanings ascribed to such terms in the Latham Group, Inc. 2021 Omnibus Equity Incentive
Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).


 


WHEREAS, the Company has adopted the Plan,
pursuant to which restricted stock units (“RSUs”) may be granted; and


 


WHEREAS, the Committee has determined that
it is in the best interests of the Company and its stockholders to grant the RSUs provided for herein to the Participant on the
terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, for and in consideration
of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:


 


1.           Grant of Restricted Stock Units.




 


(a)          Grant.
The Company hereby grants to the Participant a total of [_____] RSUs, on the terms and subject to the conditions set forth in
this Agreement and as otherwise provided in the Plan. The RSUs shall vest in accordance with Section 2. The RSUs shall be credited
to a separate book-entry account maintained for the Participant on the books of the Company.


 


(b)          Incorporation
by Reference. The provisions of the Plan are incorporated herein by reference. Except as otherwise expressly set forth herein,
this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the Plan. The Committee shall have final authority to interpret
and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding
and conclusive upon the Participant and the Participant’s beneficiary in respect of any questions arising under the Plan
or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity
to review the Plan and agrees to be bound by all the terms and provisions of the Plan.


 


2.          Vesting;
Settlement.


 


(a)           
Except as may otherwise be provided herein, subject to the Participant’s continued employment with, or engagement
to provide services to, the Company and any of its Affiliates, the RSUs shall vest as follows: [_____] (any date on which RSUs
vest, a “Vesting Date”). Upon vesting, the RSUs shall no longer be subject to the transfer restrictions pursuant
to Section 14(b) of the Plan or cancellation pursuant to Section 4 hereof.


 


(b)           
Each RSU shall be settled within 10 days following the Vesting Date in shares of Common Stock.


 






     


     


    

 


3.          Dividend Equivalents. In the event of any issuance of a cash dividend on the shares of Common Stock (a “Dividend”),
the Participant shall be credited, as of the payment date for such Dividend, with an additional number of RSUs (each, an “Additional
RSU”) equal to the quotient obtained by dividing (x) the product of (i) the number of RSUs granted pursuant
to this Agreement and outstanding as of the record date for such Dividend multiplied by (ii) the amount of the Dividend per
share, by (y) the Fair Market Value per share on the payment date for such Dividend, such quotient to be rounded to the nearest
hundredth. Once credited, each Additional RSU shall be treated as an RSU granted hereunder and shall be subject to all terms and
conditions set forth in this Agreement and the Plan.


 


4.          Termination
of Employment. Except as set forth herein, if the Participant’s employment with, or engagement to provide services to,
the Company or any of its Affiliates terminates for any reason, all unvested RSUs shall be canceled immediately and the Participant
shall not be entitled to receive any payments with respect thereto.


 


5.          Rights
as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock underlying
the RSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the shares
of Common Stock underlying the RSUs and (ii) the Participant’s name shall have been entered as a stockholder of record
with respect to such shares of Common Stock on the books of the Company. The Company shall cause the actions described in clauses
(i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject
to compliance with applicable laws.


 


6.          Compliance
with Legal Requirements.


 


(a)          Generally.
The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement, shall be subject to all
applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and
to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the
Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state
securities law and non-U.S. securities law in exercising the Participant’s rights under this Agreement.


 


(b)          Tax
Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal,
state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be required to pay
to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other
securities or other property or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock,
other securities or other property) of any required withholding taxes in respect of the RSUs, settlement of the RSUs or any payment
or transfer of the RSUs, and to take any such other action as the Committee or the Company deem necessary to satisfy all obligations
for the payment of such withholding taxes. In its sole discretion, the Company may permit the Participant to satisfy, in whole
or in part, the tax obligations by withholding shares of Common Stock that would otherwise be deliverable to the Participant upon
settlement of the RSUs with a Fair Market Value equal to such withholding liability.


 


7.          Clawback.
Notwithstanding anything to the contrary contained herein, the Committee may cancel the RSU award if the Participant, without
the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company
or any Affiliate while employed by, or otherwise providing services to, the Company or any Affiliate, including fraud or conduct
contributing to any financial restatements or irregularities, or violates the covenants set forth on Exhibit A attached
hereto or any other non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company
or any Affiliate (after giving effect to any applicable cure period set forth therein), as determined by the Committee. In such
event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of
the RSUs, the sale or other transfer of the RSUs, or the sale of shares of Common Stock acquired in respect of the RSUs, and must
promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have
received under the terms of the RSUs for any reason (including without limitation by reason of a financial restatement, mistake
in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to
promptly repay any such excess amount to the Company. To the extent required by applicable law and/or the rules and regulations
of the Nasdaq or any other securities exchange or inter-dealer quotation system on which the Common
Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the RSUs shall be subject (including
on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by
reference into this Agreement).


 






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8.           Restrictive Covenants.




 


(a)          Without
limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to which
the Participant may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on
Exhibit A attached hereto, which Exhibit A is incorporated herein and forms part of this Agreement.


 


(b)          In
the event that the Participant violates any of the restrictive covenants referred to in this Section 8, in addition to any other
remedy that may be available at law or in equity, the RSUs shall be automatically forfeited effective as of the date on which
such violation first occurs. The foregoing rights and remedies are in addition to any other rights and remedies that may be available
to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing
one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive
covenants.


 


9.           Miscellaneous.




 


(a)          Transferability.
The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”)
by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order
or as otherwise permitted under Section 14(b) of the Plan. Any attempted Transfer of the RSUs contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the RSUs, shall be null and void and without effect.


 


(b)          Lock-Up
Agreement. Unless otherwise determined by the Board, RSUs and any shares of Common Stock acquired in respect of an RSU will
be subject to the lock-up restrictions as set forth in Section 14(k) of the Plan and any additional restrictions as set forth
on Exhibit B attached hereto.


 


(c)          Waiver.
Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder
by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion
for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held
to constitute a waiver of any other breach or a waiver of the continuation of the same breach.


 


(d)          Section 409A.
The RSUs are intended to be exempt from, or compliant with, Section 409A of the Code. Notwithstanding the foregoing or any
provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code
or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Committee may,
in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being
subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A
of the Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant
of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A
of the Code. This Section 9(d) does not create an obligation on the part of the Company to modify the Plan or this Agreement
and does not guarantee that the RSUs will not be subject to interest and penalties under Section 409A.


 






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(e)          General
Assets. All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all
purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant
only a general, unsecured creditor of the Company.


 


(f)          Notices.
Any notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax, pdf/email or overnight courier, or by postage-paid first-class mail. Notices sent by mail shall be
deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed,
if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, to the
attention of the General Counsel and to the Head of Human Resources at the Company’s principal executive office.


 


(g)          Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted
by law.


 


(h)          No
Rights to Employment or Service. Nothing contained in this Agreement shall be construed as giving the Participant any right
to be retained, in any position, as a consultant or employee of the Company or any of its Affiliates or shall interfere with or
restrict in any way the rights of the Company or any of its Affiliates, which are hereby expressly reserved, to remove, terminate
or discharge the Participant at any time for any reason whatsoever.


 


(i)          Fractional
Shares. In lieu of issuing a fraction of a share of Common Stock resulting from an adjustment of the RSUs pursuant to Section 12
of the Plan or otherwise, the Company shall be entitled to pay to the Participant an amount in cash equal to the Fair Market Value
of such fractional share.


 


(j)          Beneficiary.
The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation.


 


(k)          Successors.
The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and
of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.


 


(l)          Entire Agreement. This Agreement (including Exhibit A and Exhibit B attached hereto) and the Plan
contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede
all prior communications, representations and negotiations in respect thereto, other than any other non-competition, non-solicitation,
non-disparagement or non-disclosure or other similar agreement to which the Participant may be a party, the covenants of which
shall continue to apply to the Participant in addition to the covenants in Exhibit A hereto, in accordance with the terms of such
agreement. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto, except for any changes permitted without consent under Section 12 or 13 of the Plan.


 






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(m)          Governing
Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without
regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause
the application of the laws of any jurisdiction other than the State of Delaware.


 


(i)          Dispute
Resolution; Consent to Jurisdiction. All disputes between or among any Persons arising out of or in any way connected with
the Plan, this Agreement or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination
of which shall be final. Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with
the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts
sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement
of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required
to be resolved by the Committee. Each such Person hereby irrevocably consents to the service of process of any of the aforementioned
courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid,
to the last known address of such Person, such service to become effective ten (10) days after such mailing.


 


(ii)         Waiver
of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial
by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated
(whether based on contract, tort or any other theory). Each party hereto (A) certifies that no representative, agent or attorney
of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce
the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by,
among other things, the mutual waivers and certifications in this section.


 


(n)          Headings.
The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation
or construction, and shall not constitute a part, of this Agreement.


 


(o)          Counterparts.
This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of
which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.


 


(p)          Electronic
Signature and Delivery. This Agreement may be accepted by return signature or by electronic confirmation. By accepting this
Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required
to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at
any time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other
information will be delivered in hard copy to the Participant).


 


(q)          Electronic
Participation in Plan. The Company may, in its sole discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third
party designated by the Company.


 


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IN WITNESS WHEREOF, this Restricted Stock
Unit Award Agreement has been executed by the Company and the Participant as of the day first written above.


 


	 	LATHAM GROUP, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	 
	 	[PARTICIPANT]
	 	 




 


[Signature Page to [______________] RSU Award Agreement]


 






     


     


    

 





Exhibit A


 


	1.	During the Participant’s employment with, or other engagement to provide services to, the
Company or any of its Affiliates and for a period of twenty-four (24) months thereafter (the “Restricted Period”),
the Participant shall not, either directly or indirectly, for himself or herself or on behalf of or in conjunction with any other
Person:



 


		a.	solicit or attempt to solicit, recruit or attempt to recruit, hire or attempt to hire or in any
way persuade any officer, director, employee, agent, or contract worker of the Latham Companies to end such Person’s relationship
with any Latham Company; or



 


		b.	solicit or attempt to solicit any business related to the business of the Latham Companies from
any Person who is or was a customer or vendor of any Latham Company or an actively sought prospective customer or prospective vendor
with whom the Participant had material business contact (through sales calls, presentations, or other business dealings) at any
time during the five (5) year period preceding the termination of Participant’s employment.



 


	2.	During the Restricted Period, the Participant shall not, either directly or indirectly, individually
or through any other person, firm, corporation or other entity, whether as owner, partner, investor, operator, manager, officer,
director, consultant, agent, employee, co-venturer, advisor, representative or otherwise, engage, participate, assist or invest
or actively prepare to engage, participate, assist or invest in the pool industry, or any other industries in which the Company
or any of its Affiliates have done business during the Participant’s employment with the Company or which the Company or
any of its Affiliates were actively considering during such period. The restrictions set forth this Paragraph 2 shall apply to
any conduct in North America and any other geographical area in which the Company or any of its Affiliates operate or provide services
or are actively preparing to operate or provide services as of the date of Participant’s employment with the Company or any
of its Affiliates.



 


	3.	The Participant hereby agrees to hold in confidence all Confidential Information and Trade Secrets
of the Latham Companies that came into the Participant’s knowledge during the period of time during which the Participant
was employed by, or otherwise providing services to, the Company or any of its Affiliates and will not disclose, publish or make
use of such Confidential Information or Trade Secrets without the prior written consent of the Company for as long as the information
remains Confidential Information or a Trade Secret. Notwithstanding the foregoing, the provisions of this paragraph will not prevent
the Participant from making a disclosure that (a) is made in the ordinary course of the Participant’s duties with the Company
or any of its Affiliates; (b) is made (i) in confidence to a Federal, State or local government official, either directly or indirectly,
or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (c) is made in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, Confidential
Information or Trade Secrets shall not include information (x) that otherwise becomes generally known in the industry or to the
public through no act of the Participant or any Person or entity acting by or on the Participant’s behalf or (y) information
that the Participant can demonstrate to have had rightfully in the Participant’s possession prior to the date on which the
Participant first provided services to any Latham Company.



 


	4.	During the period of time during which the Participant is employed by, or otherwise providing services
to, the Company or any of its Affiliates and thereafter, the Participant shall not, directly or indirectly, take any action, or
encourage others to take any action, to disparage or criticize any Latham Company or their respective Affiliates, employees, officers,
directors, products, services, customers or owners.



 






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	5.	For purposes of this Exhibit A:



 


		a.	“Confidential Information” shall be defined as any data or information (other
than Trade Secrets) that is valuable to the Latham Companies (or, if owned by someone else, is valuable to that third party) and
not generally known to the public or to competitors in the industry, including, but not limited to, any non-public information
(regardless of whether in writing or retained as personal knowledge) pertaining to research and development; product costs, designs
and processes; equityholder information; pricing, cost, or profit factors; quality programs; annual budget and long-range business
plans; marketing plans and methods; contracts and bids; business ideas and methods, store concepts, inventions, innovations, developments,
graphic designs, website designs, patterns, specifications, procedures, databases and personnel.



 


		b.	The “Latham Companies” shall be defined as the Company and its direct and indirect
subsidiaries and parent companies, and any Person in which the Company has a twenty percent or greater ownership interest, whether
existing on the Date of Grant or thereafter acquired or formed.



 


		c.	“Trade Secret” means trade secret as defined by applicable state law. In the
absence of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data,
formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan,
list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (a) derives
economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by,
other persons who can derive economic value from its disclosure or use and (b) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy



 


	6.	Prior to accepting any offer of employment during the Restricted Period, the Participant shall
inform such employers of all covenants in this Exhibit A and, within two (2) business days of accepting an offer of employment
with another employer, shall notify the Company of the name and address of the new employer and the title of the position accepted.



 


	7.	The covenants in this Exhibit A are severable and separate, and the unenforceability of
any specific covenant shall not affect the provisions of any other covenant. If any provision of this Exhibit A relating
to the time period, scope, or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction
or arbitrator to exceed the maximum time period, scope, or geographic area, as applicable, that such court or arbitrator deems
reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and revised to reflect such
determination.



 


	8.	All of the covenants in this Exhibit A shall be construed as an agreement independent of
any other provisions in Exhibit A, and the existence of any claim or cause of action the Participant may have against any
Latham Company, whether predicated on this Exhibit A or otherwise, shall not constitute a defense to the enforcement by
any Latham Company of such covenants.



 


9.          
This Exhibit A shall be construed and interpreted in accordance with the laws of the
State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction
that could cause the application of the laws of any jurisdiction other than the State of Delaware. 


 






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		a.	All disputes between or among any Persons arising out of or in any way connected with this Exhibit
A shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final. Any
matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant
and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware,
as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations
and resolution of matters, if any, related to the Plan or this Exhibit A not required to be resolved by the Committee. Each
such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action
or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such
Person, such service to become effective ten (10) days after such mailing.



 


		b.	Each party hereto hereby waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating
to this Exhibit A or the transactions contemplated (whether based on contract, tort or any other theory). Each party hereto
(A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the
other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications
in this section. 



 


	10.	The Participant has carefully read and considered the provisions of this Exhibit A and,
having done so, agrees that the restrictive covenants in this Exhibit A impose a fair and reasonable restraint on the Participant
and are reasonably required to protect the interests of the Latham Companies and their respective officers, directors, employees,
and equityholders.



 






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Exhibit B


 


Insert any additional lock up restrictions







 



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