Exhibit 10.15


 


FORM OF NONQUALIFIED STOCK OPTION


 


LATHAM GROUP, INC.


2021 OMNIBUS EQUITY INCENTIVE PLAN


NONQUALIFIED OPTION AWARD AGREEMENT


 


THIS NONQUALIFIED OPTION 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 options to acquire shares of Common Stock may be granted (“Options”); and


 


WHEREAS, the Committee has determined that
it is in the best interests of the Company and its stockholders to grant the award 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 Option.




 


(a)               
Grant. The Company hereby grants to the Participant an Option to purchase [________] shares of Common Stock
(such shares, the “Option Shares”), on the terms and subject to the conditions set forth in this Agreement and
as otherwise provided in the Plan. The Option is not intended to qualify as an Incentive Stock Option. The Options shall vest in
accordance with Section 2. The Exercise Price shall be $[____] per Option Share.


 


(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.
Except as may otherwise be provided herein, subject to the Participant’s continued employment with, appointment as a
director of, or engagement to provide services to, the Company or an Affiliate, the Options shall vest and become exercisable
in equal installments on each of the first [●] anniversaries of the Date of Grant (each such date, a “Vesting Date”).
Any fractional Option Shares resulting from the application of the vesting schedule shall be aggregated and the Option Shares
resulting from such aggregation shall vest on the final Vesting Date.


 


3.         Termination
of Employment or Services.


 


If the
Participant’s employment with, membership on the board of directors of, or engagement to provide services to, the
Company and its Affiliates terminates for any reason, the unvested portion of the Option shall be canceled immediately and
the Participant shall immediately forfeit without any consideration any rights to the Option Shares subject to such unvested
portion.


 






     


     


    

 


 4.         Expiration.




 


(a)               
In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant
(such ten-year period, the “Option Period”); provided, that if the Option Period would expire at a time
when trading in the shares of Common Stock is prohibited by the Company’s securities trading policy (or Company-imposed “blackout
period”), the Option Period shall be automatically extended until the 30th day following the expiration of such
prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code).


 


(b)               
If, prior to the end of the Option Period, the Participant’s employment with, directorship with, or engagement to
provide services to, the Company and all Affiliates is terminated without Cause or by the Participant for any reason, then the
Option shall expire on the earlier of the last day of the Option Period or the date that is 90 days after the date of such termination;
provided, however, that if the Participant’s employment, directorship or engagement to provide services to
the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company
or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not
be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described
in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the
Option was exercisable at the time of such termination.


 


(c)               
If (i) the Participant’s employment with, directorship with, or engagement to provide services to, the Company is
terminated prior to the end of the Option Period on account of his Disability, (ii) the Participant dies while still a director
of, or still in the employ or engagement of the Company or an Affiliate or (iii) the Participant dies following a termination described
in subsection (b) above but prior to the expiration of an Option, the Option shall expire on the earlier of the last day of the
Option Period or the date that is one (1) year after the date of death or termination on account of Disability of the Participant,
as applicable. In such event, the Option shall remain exercisable by the Participant or Participant’s beneficiary, as applicable,
until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event.


 


(d)             
If the Participant ceases employment with or engagement to provide services to the Company or any Affiliates or is removed
as a director due to a termination for Cause, the Option (whether vested or unvested) shall expire immediately upon such termination.


 


5.         Method
of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment
in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and
employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise
to the Company or its designee (including a third-party-administrator) in accordance with the terms hereof. The Exercise
Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of
Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved
by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual
delivery of such shares to the Company); provided that such shares of Common Stock are not subject to any pledge or
other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other
property having a Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or (B) if there
is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common
Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the
Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure
effected by withholding the number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to
pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock resulting
from the application of this Section 5 shall be settled in cash. 


 






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6.        
Rights as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common
Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuant to its
terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares and (iii) the Participant’s
name shall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company. The Company
shall cause the actions described in clauses (ii) and (iii) of the preceding sentence to occur promptly following settlement as
contemplated by this Agreement, subject to compliance with applicable laws.


 


7.        
Compliance with Legal Requirements.


 


(a)               
Generally. The granting and exercising of the Option, 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. Any exercise of the Option 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 Company shall have the right and is hereby
authorized to withhold from any amounts payable to the Participant in connection with the Option or otherwise the amount of any
required withholding taxes in respect of the Option, its exercise or any payment or transfer of the Option or under the Plan 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 (up to the maximum permissible withholding amounts). The Participant may elect to satisfy, and the Company may
require the Participant to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would otherwise
be received upon exercise of the Option with a Fair Market Value equal to such withholding liability. For exercises of the Option
occurring during a blackout period under the Company’s insider trading policy, the Company shall arrange for the sale
of a number of shares of Common Stock to be delivered to the Participant to satisfy the applicable withholding obligations. Such
shares of Common Stock shall be sold on behalf of the Participant through the Company’s transfer agent on the facilities
of the Nasdaq or through the facilities of any other exchange on which the Common Stock is listed at the time of such sale.


 


8.         Clawback. Notwithstanding
anything to the contrary contained herein, the Committee may cancel the Option 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, serving as a director of, 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 exercise of the Option, the sale or other transfer of the Option, or the sale of shares
of Common Stock acquired in respect of the Option, 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 Option 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 Option 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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9.         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 9, in addition
to any other remedy that may be available at law or in equity, the Option 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.


 


10.       Miscellaneous.




 


(a)             Transferability.
The Option 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 Option contrary to the provisions hereof, and the
levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect.


 


(b)             Lock-Up Agreement. Unless otherwise determined by the Board, Options and any shares of Common Stock acquired in respect
of an Option will be subject to the lockup 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 Option is not intended to be subject to 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 10(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 Option or the Option Shares will not be subject to interest and penalties under
Section 409A.


 






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(e)               
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.


 


(f)             
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.


 


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


 


(h)               
Fractional Shares. In lieu of issuing a fraction of a share of Common Stock resulting from any exercise of the Option
or an adjustment of the Option 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.


 


(i)                
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.


 


(j)               
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.


 


(k)              
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.


 


(l)               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.


 






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(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 Option 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.


 


(m)             
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.


 


(n)              
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.


 


(o)               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).


 


(p)             
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 Nonqualified
Option 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 [____] Option 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.	The Participant acknowledges
that all Work Product belongs to the Company. The Participant shall promptly disclose such Work Product to the Board and, at the
Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Participant’s
employment) to establish and confirm such ownership, including executing any assignment, consents, powers of attorney and other
instruments.



 






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		5.	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.



 


		6.	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; vendor and product information; customer and prospective customer lists; 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.



 


		d.	“Work Product” means all inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports, patents, copyrights, intellectual property applications (including any grant or
rights issuing therefrom) and all similar or related information (whether or not patentable) which relate to the actual or reasonably
anticipated business, research and development or existing or future products or services of the Company or any of its Affiliates
and which are conceived, developed or made by the Participant while employed.



 


		7.	During the Restricted Period, the Participant will not communicate
the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which the Participant
intends to be employed by, associated with, or represent and which is engaged in a business that is competitive to the Company
or any of its Affiliates. 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.




 






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		8.	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.



 


		9.	The Participant acknowledges
and agrees that the remedy at law available to the Company for breach of any of Participant’s obligations under this Exhibit
A would be inadequate. The Participant therefore agrees that, in addition to any other rights or remedies that the Company
may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought
to enforce any provision contained in this Exhibit A, without the necessity of proof of actual damage and without the posting
of a bond.



 


		10.	If it is judicially determined
that the Participant has violated any of the Participant’s obligations under this Exhibit A, then the period applicable
to each obligation that the Participant shall have been determined to have violated shall automatically be extended by a period
of time equal in length to the period during which such violation(s) occurred.



 


		11.	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.



 


		12.	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.



 


		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. 



 






    A-3


     


    

 


		13.	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.



 






    A- 4 


     


    

 


Exhibit B


 


Insert any additional lock up restrictions




 






    B-1