Exhibit 10.16


 


	Name:	 
	Number of Restricted Stock Units:	 
	Date of Grant:	 
	Vesting Commencement Date:	 


 


Hayward
Holdings, Inc.

2021 Equity Incentive Plan


 


Restricted
Stock Unit Agreement


 


This
agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”)
by Hayward Holdings, Inc., a Delaware corporation (the “Company”), to the individual named above
(the “Participant”), pursuant to and subject to the terms of the Hayward Holdings, Inc. 2021 Equity Incentive
Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized
terms used herein have the same meaning as in the Plan.


 


1.            Grant
of RSUs. On the date of grant set forth above (the “Date of Grant”), the Company granted to the Participant
the number of Restricted Stock Units (“RSUs”) set forth above, giving the Participant the conditional right
to receive, without payment and pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan,
one share of Stock (a “Share”) with respect to each RSU subject to this Award, subject to adjustment pursuant
to Section 7 of the Plan in respect of transactions occurring after the date hereof.


 


The RSUs are granted
to the Participant in connection with the Participant’s Employment with the Company.


 


2.            Vesting.
Unless earlier terminated, forfeited, relinquished or
expired,                     
         will
vest                     
         .


 


3.           Cessation
of Service. If the Participant’s Employment ceases for any reason, except as expressly provided for in Section 2
above [or in a written agreement between the Participant and the Company or one of its affiliates that is in effect at the time
of such cessation of Employment,]1 the RSUs, to the
extent not then vested, will be immediately forfeited for no consideration and the RSUs, to the extent then outstanding and vested
(including as a result of any accelerated vesting in connection with such cessation of Employment under Section 2 above [or
such a written agreement]), will be settled in accordance with Section 4 below. Notwithstanding the foregoing, if the Participant’s
Employment is terminated for Cause or occurs in circumstances that in the determination of the Administrator would have constituted
grounds for the Participant’s Employment to be terminated for Cause (in each case, without regard to the lapsing of any required
notice or cure periods in connection therewith), any vested RSUs will be immediately forfeited for no consideration.


 





 



1
Note to Draft: To be removed for non-employee director grants.


 






    


     


    

 


4.            Delivery
of Shares. The Company shall, as soon as practicable upon the vesting of any RSUs (but in no event later than thirty (30) days
following the date on which such RSUs vest), effect delivery of the Shares with respect to such vested RSUs to the Participant
(or, in the event of the RSUs have passed to the estate or beneficiary of the Participant or a permitted transferee, by such estate
or beneficiary or permitted transferee) and, following such delivery of Shares, such vested RSUs shall cease to be outstanding.


 


5.            Nontransferability.
The RSUs may not be transferred except as expressly permitted under Section 6(a)(3) of the Plan.


 


6.            Forfeiture;
Recovery of Compensation. By accepting, or being deemed to have accepted, the RSUs, the Participant expressly acknowledges
and agrees that his or her rights, and those of any permitted transferee, with respect to the RSUs, including the right to any
Shares acquired in respect of the RSUs and any amounts received in respect thereof, are subject to Section 6(a)(5) of
the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any applicable clawback
or recoupment policy of the Company. Nothing in the preceding sentence will be construed as limiting the general application of
Section 8 of this Agreement.


 


7.            [Taxes.
The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued
Shares upon settlement of the Award, are subject to the Participant promptly paying to the Company in cash or by check (or by such
other means as may be acceptable to the Administrator) all taxes and other amounts required to be withheld. No Shares will be issued
in respect of the Award unless and until the Participant has remitted to the Company an amount in cash sufficient to satisfy any
withholding requirements, or has made other arrangements satisfactory to the Company with respect to such amounts. Unless otherwise
determined by the Company, the Company shall automatically satisfy any tax withholding obligations by withholding from the Shares
that would otherwise be delivered in connection with a vesting date a number of Shares having a fair market value equal to the
minimum statutory amount required to be withheld to satisfy such tax withholding obligations and/or by causing such number of Shares
to be sold in accordance with a sell-to-cover arrangement. The Participant authorizes the Company and its subsidiaries to withhold
any amounts due in respect of any required withholdings by withholding from the Shares otherwise deliverable in connection with
the RSUs, by causing such Shares to be sold in accordance with a sell-to-cover arrangement and/or by withholding from any amounts
otherwise owed to the Participant. Nothing in this Section 7, however, shall be construed as relieving the Participant of
any liability for satisfying his or her tax obligations relating to the Award. If a sell-to-cover arrangement is selected as contemplated
hereunder the Participant shall bear all costs associated with the sale of Shares under such arrangement.]2
[The Participant is responsible for satisfying and paying all taxes arising from or due in connection with the Award, its vesting
and/or settlement and any disposition of any Shares acquired upon the vesting of the Award. The Company will have no liability
or obligation related to the foregoing.]3


 





 



2
Note to Draft: To be included for employee grants.


 






    -2-


     


    

 


8.            Provisions
of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.
A copy of the Plan as in effect on the Date of Grant has been made available to the Participant. By accepting, or being deemed
to have accepted, the Award, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the event of any
conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.


 


9.            Acknowledgements.
The Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which
will be an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed
and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an
original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company
and will create a legally binding agreement when this Agreement is countersigned by the Participant.


 


[Signature page follows.]


 





 



3
Note to Draft: To be included for non-employee director grants.


 






    -3-


     


    

 


The Company, by its
duly authorized officer, and the Participant have executed this Agreement.


 


	 	HAYWARD HOLDINGS, INC.






 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


Agreed and Accepted:


 


	By	 	 
	 	[Participant’s
Name]	 



 


Signature Page
to Restricted Stock Unit Agreement