Exhibit 10.18


 


Hayward
Holdings, Inc.


2021
Employee Stock Purchase Plan


 


		1.	DEFINED TERMS



 


Exhibit A, which is incorporated
by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.


 


		2.	PURPOSE



 


The Plan is intended to enable Eligible
Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan, and thereby acquire an interest in
the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 and to be
exempt from the application and requirements of Section 409A of the Code, and is to be construed accordingly.


 


		3.	OPTIONS TO PURCHASE
STOCK



 


Subject to adjustment pursuant to Section 16
of the Plan, the maximum aggregate number of shares of Stock available for purchase pursuant to the exercise of Options granted
under the Plan will be 2,700,000 shares (the “Share Pool”). The shares of Stock to be delivered upon exercise of Options
under the Plan may be either shares of authorized but unissued Stock, treasury Stock, or previously issued Stock acquired by the
Company. If any Option granted under the Plan expires or terminates for any reason without having been exercised in full or ceases
for any reason to be exercisable in whole or in part, the unpurchased shares of Stock subject to such Option will not reduce the
Share Pool and will again be available for purchase under the Plan. If, on an Exercise Date, the total number of shares of Stock
that would otherwise be subject to Options granted under the Plan exceeds the number of shares then available in the Share Pool,
the Administrator shall make a pro rata allocation of the shares remaining available for purchase under the Plan in as uniform
a manner as is practicable and as it determines to be equitable. In such event, the Administrator shall notify each Participant
of such reduction and of the effect on the Participant’s Options and may reduce the rate of a Participant’s payroll
deductions, if necessary.


 


		4.	ELIGIBILITY



 


(a)            Eligibility
Requirements. Subject to Section 13 of the Plan, and the exceptions and limitations
set forth in Section 4(b), Section 4(c), and Section 6 of the Plan, or as may be provided elsewhere in the Plan
or in any sub-plan contemplated by Section 23, each Employee (i) who has been continuously employed by the Company or
a Designated Subsidiary, as applicable, for a period of at least 90 calendar days as of the first day of an Option Period, (ii) whose
customary Employment with the Company or a Designated Subsidiary, as applicable, is for more than five (5) months per calendar
year, (iii) who customarily works twenty (20) hours or more per week, and (iv) who satisfies the requirements set forth
in the Plan will be an Eligible Employee.


 






     


     


    

 


(b)            Five
Percent Shareholders. No Employee may be granted an Option under the Plan if, immediately
after the Option is granted, the Employee would own (or pursuant to Section 424(d) of the Code would be deemed to own)
stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or
of its Parent or Subsidiaries, if any.


 


(c)            Additional
Requirements. The Administrator may, for Option Periods that have not yet commenced,
establish additional or other eligibility requirements, or amend the eligibility requirements set forth in subsection (a) above,
in each case, consistent with the requirements of Section 423.


 


		5.	OPTION PERIODS



 


The Plan will generally be implemented by
a series of separate offerings referred to as “Option Periods”. Unless otherwise determined by the Administrator, the
Option Periods will be successive periods of approximately six (6) months commencing on the first Business Day in January and
July of each year, anticipated to be on or around January 1 and July 1, and ending approximately six months later
on the last Business Day in June or December, as applicable, of each year, anticipated to be on or around June 30 and
December 31. The last Business Day of each Option Period will be an “Exercise Date”. The Administrator may change
the Exercise Date, the commencement date, the ending date and the duration of each Option Period, in each case, to the extent permitted
by Section 423; provided, however, that no Option may be exercised after 27 months from its grant
date.


 


		6.	OPTION GRANT



 


Subject to the limitations set forth in
Sections 4 and 10 of the Plan and the Maximum Share Limit, on the first day of an Option Period, each Participant will automatically
be granted an Option to purchase shares of Stock on the Exercise Date; provided, however, that no Participant will
be granted an Option under the Plan that permits the Participant’s right to purchase shares of Stock under the Plan and under
all other employee stock purchase plans of the Company and its Parent and Subsidiaries, if any, to accrue at a rate that exceeds
$25,000 in Fair Market Value (or such other maximum as may be prescribed from time to time by the Code) for each calendar year
during which any Option granted to such Participant is outstanding at any time, as determined in accordance with Section 423(b)(8) of
the Code.


 


		7.	METHOD OF PARTICIPATION



 


(a)            Payroll
Deduction and Participation Authorization. To participate in an Option Period, an
Eligible Employee must execute and deliver to the Administrator a payroll deduction and participation authorization form in accordance
with the procedures prescribed by, and in a form acceptable to, the Administrator and, in so doing, the Eligible Employee will
thereby become a Participant as of the first day of such Option Period. Such an Eligible Employee will remain a Participant with
respect to subsequent Option Periods until his or her participation in the Plan is terminated as provided herein. Such payroll
deduction and participation authorization must be delivered not later than ten (10) calendar days prior to the first day of
an Option Period, or such other time as specified by the Administrator.


 






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(b)            Changes
to Payroll Deduction Authorization for Subsequent Option Periods. A Participant’s
payroll deduction authorization will remain in effect for subsequent Option Periods unless the Participant files a new authorization
not later than ten (10) calendar days prior to the first day of the subsequent Option Period (or such other time as specified
by the Administrator) or the Participant’s Option is cancelled pursuant to Section 13 or Section 14 of the Plan.


 


(c)            Changes
to Payroll Deduction Authorization for Current Option Period. During an Option Period,
a Participant’s payroll deduction authorization may not be increased or decreased, except that a Participant may terminate
his or her payroll deduction authorization by canceling his or her Option in accordance with Section 13 of the Plan.


 


(d)            Payroll
Deduction Percentage. Each payroll deduction authorization will authorize payroll
deductions as a whole percentage from 1% to 10% of the employee’s Eligible Compensation per payroll period.


 


(e)            Payroll
Deduction Account. All payroll deductions made pursuant to this Section 7 will
be credited to the Participant’s Account. Amounts credited to a Participant’s Account will not be required to be set
aside in trust or otherwise segregated from the Company’s general assets.


 


		8.	METHOD OF PAYMENT



 


A Participant must pay for shares of Stock
purchased under the Plan with accumulated payroll deductions credited to the Participant’s Account.


 


		9.	PURCHASE PRICE



 


The Purchase Price of shares of Stock issued
pursuant to the exercise of an Option on each Exercise Date will be eighty-five percent (85%) (or such greater percentage specified
by the Administrator to the extent permitted under Section 423) of the lesser of (a) the Fair Market Value of a share
of Stock on the date on which the Option was granted pursuant to Section 6 of the Plan (i.e., the first day of the
Option Period) and (b) the Fair Market Value of a share of Stock on the date on which the Option is deemed exercised pursuant
to Section 10 of the Plan (i.e., the Exercise Date).


 






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		10.	EXERCISE OF OPTIONS



 


(a)            Purchase
of Shares. Subject to the limitations set forth in Section 6 of the Plan
and this Section 10, with respect to each Option Period, on the applicable Exercise Date, each Participant will be deemed
to have exercised his or her Option and the accumulated payroll deductions in the Participant’s Account will be applied to
purchase the greatest number of shares of Stock (rounded down to the nearest whole share) that can be purchased with such Account
balance at the applicable Purchase Price; provided, however, that no more than 5,000 shares of Stock
may be purchased by a Participant on any Exercise Date, or such other number as the Administrator may prescribe in accordance with
Section 423 (the “Maximum Share Limit”). As soon as practicable thereafter, shares of Stock so purchased will
be placed, in book-entry form, into a record keeping account in the name of the Participant. No fractional shares will be purchased
pursuant to the exercise of an Option under the Plan; any accumulated payroll deductions in a Participant’s Account that
are not sufficient to purchase a whole share will be retained in the Participant’s Account for the subsequent Option Period,
subject to earlier withdrawal by the Participant as provided in Section 13 hereof.


 


(b)            Return
of Account Balance. Except as provided in Section 10(a) above with respect
to fractional shares, any accumulated amount of payroll deductions in a Participant’s Account for an Option Period that are
not used for the purchase of shares of Stock, whether because of the Participant’s withdrawal from participation in an Option
Period or for any other reason, will be returned to the Participant (or his or her designated beneficiary or legal representative,
as applicable), without interest, as soon as administratively practicable after such withdrawal or other event, as applicable.
If the Participant’s accumulated payroll deductions on the Exercise Date of an Option Period would otherwise enable the Participant
to purchase shares of Stock in excess of the Maximum Share Limit or the maximum Fair Market Value set forth in Section 6 of
the Plan, the excess of the amount of the accumulated payroll deductions over the aggregate Purchase Price of the shares of Stock
actually purchased will be returned to the Participant, without interest, as soon as administratively practicable after such Exercise
Date.


 


		11.	INTEREST



 


No interest will accrue or be payable on
any amount held in the Account of any Participant.


 


		12.	TAXES



 


Payroll deductions will be made on an after-tax
basis. The Administrator will have the right to make such provision as it deems necessary for, and
may condition the exercise of an Option on, the satisfaction of its obligations to withhold federal, state, local income
or other taxes incurred by reason of the purchase or disposition of shares of Stock under the Plan. In the Administrator’s
discretion and subject to applicable law, such tax obligations may be satisfied in whole or in part by delivery of shares of Stock
to the Company, including shares of Stock purchased under the Plan, valued at Fair Market Value, but not in excess of the maximum
withholding amount consistent with the award being subject to equity accounting treatment under the Accounting Rules.


 


		13.	CANCELLATION AND WITHDRAWAL



 


A Participant who has been granted an Option
under the Plan may cancel all (but not less than all) of such Option and terminate his or her participation in the Plan by notice
to the Administrator in accordance with the procedures prescribed by, and in a form acceptable to, the Administrator. To be effective
with respect to an upcoming Exercise Date, such cancellation notice must be delivered not later than ten (10) calendar days
prior to such Exercise Date (or such other time as specified by the Administrator). Upon such termination and cancellation, the
balance in the Participant’s Account will be returned to the Participant, without interest, as soon as administratively practicable
thereafter. For the avoidance of doubt, a Participant who reduces his or her withholding rate for a future Option Period to 0%
pursuant to Section 7 of the Plan will be deemed to have terminated his or her payroll deduction authorization and canceled
his or her participation in the Plan as to such Option Period and all future Option Periods, unless the Participant delivers a
new payroll deduction authorization for a subsequent Option Period in accordance with the rules of Section 7(b) of
the Plan.


 






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		14.	TERMINATION OF EMPLOYMENT;
DEATH OF PARTICIPANT



 


Upon the termination of a Participant’s
employment with the Company or a Designated Subsidiary, as applicable, for any reason (including the death of a Participant during
an Option Period prior to an Exercise Date) or in the event the Participant ceases to qualify as an Eligible Employee, the Participant
will cease to be a Participant, any Option held by the Participant under the Plan will be canceled, the balance in the Participant’s
Account will be returned to the Participant (or his or her estate or designated beneficiary in the event of the Participant’s
death), without interest, as soon as administratively practicable thereafter, and the Participant will have no further rights under
the Plan.


 


		15.	EQUAL RIGHTS; PARTICIPANT’S
RIGHTS NOT TRANSFERABLE



 


All Participants granted Options in an offering
under the Plan will have the same rights and privileges, consistent with the requirements set forth in Section 423. Any Option
granted under the Plan will be exercisable during the Participant’s lifetime only by him or her and may not be sold, pledged,
assigned, or transferred in any manner. In the event any Participant violates or attempts to violate the terms of this Section 15,
as determined by the Administrator in its sole discretion, any Options granted to the Participant under the Plan may be terminated
by the Company and, upon the return to the Participant of the balance of his or her Account, without interest, all of the Participant’s
rights under the Plan will terminate.


 


		16.	CHANGE IN CAPITALIZATION;
CORPORATE TRANSACTION



 


(a)            Change
in Capitalization. In the event of a stock dividend, stock split or combination of
shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure that constitutes
an equity restructuring within the meaning of the Accounting Rules, the Administrator shall make appropriate adjustments to the
aggregate number and type of shares of stock available under the Plan, the number and type of shares of stock granted under any
outstanding Options, the maximum number and type of shares of stock purchasable under any outstanding Option, and/or the Purchase
Price under any outstanding Option, in each case, in a manner that complies with Section 423.


 


(b)            Corporate
Transaction. In the event of a sale of all or substantially all of the Stock or a
sale of all or substantially all of the assets of the Company, or a merger or similar transaction in which the Company is not the
surviving corporation or that results in the acquisition of the Company by another person, the Administrator may, in its discretion,
(i) if the Company is merged with or acquired by another corporation, provide that each outstanding Option will be assumed
or exchanged for a substitute Option granted by the acquiror or successor corporation or by a parent or subsidiary of the acquiror
or successor corporation, (ii) cancel each outstanding Option and return the balances in Participants’ Accounts to the
Participants, and/or (iii) pursuant to Section 18 of the Plan, terminate the Option Period on or before the date of the
proposed sale, merger or similar transaction.


 






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		17.	ADMINISTRATION



 


The Plan will be administered by the Administrator.
The Administrator has discretionary authority, subject only to the express provisions of the Plan, to administer and interpret
the Plan; to determine eligibility under the Plan; to prescribe forms, rules and procedures relating to the Plan; and to otherwise
do all things necessary or desirable to carry out the purposes of the Plan. Determinations of the Administrator made with respect
to the Plan are conclusive and bind all persons.


 


The Administrator may specify the manner
in which the Company and/or Employees are to provide notices and forms under the Plan, and may require that such notices and forms
be submitted electronically.


 


		18.	AMENDMENT AND TERMINATION
OF PLAN



 


(a)            Amendment.
The Administrator reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable;
provided, however, that any amendment that would be treated as the adoption of a new plan for purposes of Section 423
will have no force or effect unless approved by the shareholders of the Company within 12 months before or after its adoption.


 


(b)            Termination.
 The Administrator reserves the right at any time or times to suspend or terminate the
Plan. In connection therewith, the Administrator may provide, in its sole discretion, either that outstanding Options will be exercisable
on the Exercise Date for the applicable Option Period or on such earlier date as the Administrator may specify (in which case such
earlier date will be treated as the Exercise Date for the applicable Option Period), or that the balance of each Participant’s
Account will be returned to the Participant, without interest.


 


		19.	APPROVALS



 


Shareholder approval of the Plan will be
obtained prior to the date that is twelve (12) months after the date of Board approval. In the event that the Plan has not been
approved by the shareholders of the Company prior to March 1, 2022, all Options to purchase shares of Stock under the Plan
will be cancelled and become null and void.


 


Notwithstanding anything herein to the contrary,
the obligation of the Company to issue and deliver shares of Stock under the Plan will be subject to the approval required of any
governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements
of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements
in effect from time to time.


 






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		20.	PARTICIPANTS’
RIGHTS AS SHAREHOLDERS AND EMPLOYEES



 


A Participant will have no rights or privileges
as a shareholder of the Company and will not receive any dividends in respect of any shares of Stock covered by an Option granted
hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued to
the Participant.


 





Nothing contained in the provisions of the
Plan will be construed as giving to any Employee the right to be retained in the employ of the Company or any Designated Subsidiary
or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise re-assign
any Employee from one position to another within the Company or any Designated Subsidiary at any time.


 


		21.	RESTRICTIONS ON TRANSFER;
INFORMATION REGARDING DISQUALIFYING DISPOSITIONS.



 


(a)            Restrictions
on Transfer. Shares of Stock purchased under the Plan may, in the discretion of the
Administrator, be subject to a restriction prohibiting the transfer, sale, pledge or alienation of such shares of Stock by a Participant,
other than by will or by the laws of descent and distribution, for such period following such purchase as may be determined by
the Administrator.


 


(b)            Disqualifying
Dispositions. By electing to participate in the Plan, each Participant agrees to provide
such information about any transfer of Stock acquired under the Plan that occurs within two years after the first day of the Option
Period in which such Stock was acquired and within one year after the day such Stock was purchased as may be requested by the Company
or any Designated Subsidiary in order to assist it in complying with applicable tax laws.


 


		22.	MISCELLANEOUS



 


(a)            Waiver
of Jury Trial. By electing to participate in the Plan, each Participant waives (or
will be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action,
proceeding or counterclaim concerning any rights under the Plan or with respect to any Option, or under any amendment, waiver,
consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and
agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before a court and not
before a jury. By electing to participate in the Plan, each Participant certifies that no officer, representative, or attorney
of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim,
seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed
as limiting the ability of the Company and a Participant to agree to submit any dispute arising under the terms of the Plan or
in respect of any Option to binding arbitration or as limiting the ability of the Company to require any individual to agree to
submit such disputes to binding arbitration as a condition of receiving an Option hereunder.


 






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(b)            Limitation
of Liability.  Notwithstanding anything to the contrary in the Plan, neither the Company,
nor any of its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any of its subsidiaries, or
the Administrator, will be liable to any Participant, to any permitted transferee, to the estate or beneficiary of any Participant
or any permitted transferee, or to any other person by reason of any acceleration of income, any additional tax, or any penalty,
interest or other liability asserted by reason of the failure of the Plan or any Option to satisfy the requirements of Section 423,
or otherwise asserted with respect to the Plan or any Option.


 


(c)            Unfunded
Plan. The Company’s obligations under the Plan are unfunded, and no Participant
will have any right to specific assets of the Company in respect of any Option. Participants will be general unsecured creditors
of the Company with respect to any amounts due or payable under the Plan.


 


		23.	ESTABLISHMENT OF SUB-PLANS



 


Notwithstanding the foregoing or any provision
of the Plan to the contrary, consistent with the requirements of Section 423, the Administrator may, in its sole discretion,
amend the terms of the Plan, or an offering and/or provide for separate offerings under the Plan in order to, among other things,
reflect the impact of local law outside of the United States as applied to one or more Eligible Employees of a Designated Subsidiary
and may, where appropriate, establish one or more sub-plans to reflect such amended provisions.


 


		24.	GOVERNING LAW



 


(a)            Certain
Requirements of Corporate Law. Options and shares of Stock will be granted, issued
and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration
to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock
is listed or entered for trading, in each case as determined by the Administrator.


 


(b)            Other
Matters.  Except as otherwise provided by the express terms of a sub-plan described
in Section 23 or as provided in Section 24(a), the domestic substantive laws of the State of Delaware govern the provisions
of the Plan and of Options under the Plan and all claims or disputes arising out of or based upon the Plan or any Option or relating
to the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision or rule that would
cause the application of the domestic substantive laws of any other jurisdiction.


 


(c)            Jurisdiction.
By electing to participate in the Plan, each Participant agrees or will be deemed to have
agreed to (i) submit irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the
geographic boundaries of the United States District Court for the District of Delaware for the purpose of any suit, action or other
proceeding arising out of or based upon the Plan or any Option; (ii) not commence any suit, action or other proceeding arising
out of or based upon the Plan or any Option, except in the federal and state courts located within the geographic boundaries of
the United States District Court for the District of Delaware; and (iii) waive, and not assert, by way of motion as a defense
or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction of
the above-named courts that his or her property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or any Option
or the subject matter thereof may not be enforced in or by such court.


 






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		25.	EFFECTIVE DATE AND TERM



 


The Plan will become effective upon adoption
of the Plan by the Board and no rights will be granted hereunder after the earliest to occur of (a) the Plan’s termination
by the Company, (b) the issuance of all shares of Stock available for issuance under the Plan or (c) the day before the
10-year anniversary of the date the Board approves the Plan.


 






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EXHIBIT A


Definition of Terms


 


The following terms, when used in the Plan,
will have the meanings and be subject to the provisions set forth below:


 


“401(k) Plan”: A
savings plan qualifying under Section 401(k) of the Code that is sponsored by the Company or one of its Subsidiaries
for the benefit of its employees.


 


“Account”: A notional
payroll deduction account maintained in the Participant’s name on the books of the Company.


 


“Accounting Rules”: Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision.


 


“Administrator”: The
Compensation Committee of the Board, except that the Compensation Committee may delegate its authority under the Plan to a sub-committee
comprised of one or more of its members, to members of the Board, or to officers or employees of the Company to the extent permitted
by applicable law. In each case, references herein to the Administrator refer, as applicable, to such persons or groups so delegated
to the extent of such delegation.


 


“Board”: The Board of
Directors of the Company.


 


“Business Day”:  Any
day on which the established national exchange or trading system (including the New York Stock Exchange)
on which the Stock is traded is available and open for trading.


 


“Code”: The Internal
Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect.


 


“Company”: Hayward Holdings, Inc.,
a Delaware corporation.


 


“Designated Subsidiary”:
A Subsidiary of the Company that has been designated by the Board or the Compensation Committee of the Board from time to time
as eligible to participate in the Plan. A list of the Designated Subsidiaries on the Effective Date is set forth on Annex A hereto.
For the avoidance of doubt, any Subsidiary of the Company, whether or not a Subsidiary on the Effective Date, shall be eligible
to be designated as a Designated Subsidiary hereunder.


 


“Effective Date”: The
date on which the Board adopts the Plan as set forth in Section 25 of the Plan.


 






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“Eligible Compensation”:
Regular base salary, regular base wages, overtime payments, annual bonuses, commissions and sales incentives (excluding, for the
avoidance of doubt, any long-term or equity-based incentive payments or awards). Eligible Compensation will not be reduced by any
income or employment tax withholdings or any contributions by the Employee to a 401(k) Plan or a plan under Section 125
of the Code, but will be reduced by any contributions made on the Employee’s behalf by the Company or any Subsidiary to any
deferred compensation plan or welfare benefit program now or hereafter established.


 


“Eligible Employee”:
Any Employee who meets the eligibility requirements set forth in Section 4 of the Plan.


 


“Employee”: Any person
who is employed by the Company or a Designated Subsidiary. For the avoidance of doubt, independent contractors and consultants
are not “Employees”.


 


“Exercise Date”: The
date set forth in Section 5 of the Plan or otherwise designated by the Administrator with respect to a particular Option Period
on which a Participant will be deemed to have exercised the Option granted to him or her for such Option Period.


 


“Fair Market Value”:


 


(a) If the Stock is readily traded
on an established national exchange or trading system (including the New York Stock Exchange), the closing price of a share of
Stock as reported by the principal exchange on which such Stock is traded; provided, however, that
if such day is not a trading day, Fair Market Value will mean the reported closing price of a share of Stock for the immediately
preceding day that is a trading day.


 


(b) If the Stock is not traded on an
established national exchange or trading system, the average of the bid and ask prices for shares Stock where the bid and ask prices
are quoted.


 


(c) If the Stock cannot be valued pursuant
to clauses (a) or (b), the value as determined in good faith by the Board in its sole discretion.


 


“Maximum Share Limit”:
The meaning set forth in Section 10 of the Plan.


 


“Option”: An option granted
pursuant to the Plan entitling the holder to acquire shares of Stock upon payment of the Purchase Price per share of Stock.


 


“Option Period”: An offering
period established in accordance with Section 5 of the Plan.


 


“Parent”:  A “parent
corporation” as defined in Section 424(e) of the Code.


 


“Participant”: An Eligible
Employee who elects to participate in an Option Period under the Plan.


 


“Plan”: The Hayward Holdings, Inc.
2021 Employee Stock Purchase Plan, as from time to time amended and in effect.


 






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“Purchase Price”: The
price per share of Stock with respect to an Option Period determined in accordance with Section 9 of the Plan.


 


“Section 423”: Section 423
of the Code and the regulations thereunder.


 


“Stock”: Common stock
of the Company, par value $0.001 per share.


 


“Subsidiary”: A “subsidiary
corporation” as defined in Section 424(f) of the Code.


 






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ANNEX A


 


Designated Subsidiaries


 


(as of March 1, 2021)


 


Hayward Industries, Inc.


 






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