Exhibit 10.15


 


Hayward
HOLDINGS, INC.

2021 Equity INCENTIVE PLAN


 


	1.	DEFINED TERMS



 


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


 


	2.	PURPOSE



 


The Plan has been established to advance
the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards.


 


	3.	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 and any Awards; to determine eligibility for and grant Awards; to determine the exercise price, base value from which
appreciation is measured, or purchase price, if any, applicable to any Award, to determine, modify, accelerate or waive the terms
and conditions of any Award; to determine the form of settlement of Awards (whether in cash, shares of Stock, other Awards or other
property); to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise do all things necessary
or desirable to carry out the purposes of the Plan or any Award. Determinations of the Administrator made with respect to the Plan
or any Award are conclusive and bind all persons.


 


	4.	LIMITS ON AWARDS UNDER
THE PLAN



 


(a)            Number
of Shares. Subject to adjustment as provided in Section 7(b), the maximum number
of shares of Stock that may be delivered in satisfaction of Awards under the Plan is (i) 13,737,500 shares (the “Initial
Share Pool”), plus (ii) the number of shares of Stock underlying awards
under the Prior Plan that on or after the Date of Adoption expire or become unexercisable without delivery of shares, are forfeited
to, or repurchased for cash by, the Company, are settled in cash, or otherwise become available again for grant under the Prior
Plan, in each case, in accordance with its terms (in the case of this subclause (ii), not to exceed 16,592,727 shares of Stock)
(the Initial Share Pool, together with any shares that are available for delivery under the Prior Plan, as provided for above,
the “Share Pool”). Up to 13,737,500 shares of Stock from the Share Pool may be delivered in satisfaction of ISOs, but
nothing in this Section 4(a) will be construed as requiring that any, or any fixed number of, ISOs be awarded under
the Plan. For purposes of this Section 4(a), shares of Stock shall not be treated as delivered under the Plan, and will not
reduce the Share Pool, unless and until, and to the extent, they are actually delivered to a Participant. Without limiting the
generality of the foregoing, the number of shares of Stock delivered in satisfaction of Awards will be determined (i) by excluding
shares of Stock withheld by the Company in payment of the exercise price or purchase price of the Award or in satisfaction of tax
withholding requirements with respect to the Award, (ii) by including only the number of shares of Stock delivered in settlement
of a SAR any portion of which is settled in Stock, and (iii) by excluding any shares of Stock underlying Awards settled in
cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the delivery of
Stock. For the avoidance of doubt, the Share Pool will not be increased by any shares of Stock delivered under the Plan that are
subsequently repurchased using proceeds directly attributable to Stock Option exercises. The limits set forth in this Section 4(a) will
be construed to comply with the applicable requirements of Section 422.


 






     


     


    

 


(b)            Substitute
Awards. The Administrator may grant Substitute Awards under the Plan. To the extent
consistent with the requirements of Section 422 and the regulations thereunder and other applicable legal requirements (including
applicable stock exchange requirements), shares of Stock delivered in respect of Substitute Awards will be in addition to and will
not reduce the Share Pool. Notwithstanding the foregoing or anything in Section 4(a) to the contrary, if any Substitute
Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company without
the delivery (or retention, in the case of Restricted Stock or Unrestricted Stock) of Stock, the shares of Stock previously subject
to such Award will not increase the Share Pool or otherwise be available for future grant under the Plan. The Administrator will
determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at all, provided, however,
that Substitute Awards will not be subject to the limits described in Section 4(d) below.


 


(c)            Type
of Shares. Stock delivered by the Company under the Plan may be authorized but unissued
Stock, treasury Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered under
the Plan.


 


(d)            Director
Limits. Notwithstanding the foregoing, the aggregate value of all compensation granted
or paid to any Director with respect to any calendar year, including Awards granted under the Plan and cash fees or other compensation
paid by the Company to such Director outside of the Plan, for his or her services as a Director during such calendar year may not
exceed $750,000 in the aggregate ($900,000 in the aggregate with respect to a Director’s first year of service on the Board),
calculating the value of any Awards based on the grant date fair value in accordance with the Accounting Rules, assuming a maximum
payout (if applicable). For the avoidance of doubt, the limitation in this Section 4(d) will not apply to any compensation
granted or paid to a Director for his or her services to the Company or a subsidiary other than as a Director, including, without
limitation, as a consultant.


 


	5.	ELIGIBILITY AND PARTICIPATION



 


The Administrator will select Participants
from among Employees and Directors of, and consultants to, the Company and its subsidiaries. Eligibility for ISOs is limited to
individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation”
or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. Eligibility
for Stock Options, other than ISOs, and SARs is limited to individuals described in the first sentence of this Section 5 who
are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company that would be
described in the first sentence of Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations.


 






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	6.	RULES APPLICABLE TO
AWARDS



 


(a)            All
Awards.


 


(1)            Award
Provisions. The Administrator will determine the terms and conditions of all Awards,
subject to the limitations provided herein. No term of an Award shall provide for automatic “reload” grants of additional
Awards upon the exercise of an Option or SAR. By accepting (or, under such rules as the Administrator may prescribe, being
deemed to have accepted) an Award, the Participant will be deemed to have agreed to the terms and conditions of the Award and the
Plan. Notwithstanding any provision of the Plan to the contrary, Substitute Awards may contain terms and conditions that are inconsistent
with the terms and conditions specified herein, as determined by the Administrator.


 


(2)            Term
of Plan. No Awards may be made after ten years from the Date of Adoption, but previously
granted Awards may continue beyond that date in accordance with their terms.


 


(3)            Transferability.
Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3),
other Awards may be transferred other than by will or by the laws of descent and distribution. During a Participant’s lifetime, ISOs
and, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3),
SARs and NSOs may be exercised only by the Participant. The Administrator may permit the gratuitous transfer (i.e., transfer
not for value) of Awards other than ISOs, subject to applicable securities and other laws and such terms and conditions as the
Administrator may determine.


 


(4)            Vesting;
Exercisability.  The Administrator will determine the time or times at which an Award
vests or becomes exercisable and the terms and conditions on which a Stock Option or SAR remains exercisable. Without limiting
the foregoing, the Administrator may at any time accelerate the vesting and/or exercisability of an Award (or any portion thereof),
regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration. Unless the Administrator
expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases:


 


(A)            Except
as provided in (B) and (C) below, immediately upon the cessation of the Participant’s Employment each Stock Option
and SAR (or portion thereof) that is then held by the Participant or by the Participant’s permitted transferees, if any,
will cease to be exercisable and will terminate and each other Award that is then held by the Participant or by the Participant’s
permitted transferees, if any, to the extent not then vested will be forfeited.


 


(B)            Subject
to (C) and (D) below, each vested and unexercised Stock Option and SAR (or portion thereof) held by the Participant or
the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment,
to the extent then exercisable, will remain exercisable for the lesser of (i) a period of three months following such cessation
of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without
regard to this Section 6(a)(4), and will thereupon immediately terminate.


 






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(C)            Subject
to (D) below, each vested and unexercised Stock Option and SAR (or portion thereof) held by a Participant or the Participant’s
permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment due to his or her death
or by the Company due to his or her Disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the
one-year period ending on the first anniversary of such cessation of Employment or (ii) the period ending on the latest date
on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately
terminate.


 


(D)            All
Awards (whether or not vested or exercisable) held by a Participant or the Participant’s permitted transferees, if any, immediately
prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the
termination is 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).


 


(5)            Recovery
of Compensation. The Administrator may provide in any case that any outstanding Award
(whether or not vested or exercisable), the proceeds from the exercise or disposition of any Award or Stock acquired under any
Award, and any other amounts received in respect of any Award or Stock acquired under any Award will be subject to forfeiture and
disgorgement to the Company, with interest and other related earnings, if the Participant to whom the Award was granted is not
in compliance with any provision of the Plan or any applicable Award, any non-competition, non-solicitation, no-hire, non-disparagement,
confidentiality, invention assignment, or other restrictive covenant by which he or she is bound. Each
Award will be subject to any policy of the Company or any of its subsidiaries that relates to trading on non-public information
and permitted transactions with respect to shares of Stock, including limitations on hedging and pledging. In addition, each Award
will be subject to any policy of the Company or any of its affiliates that provides for forfeiture, disgorgement, or clawback with
respect to incentive compensation that includes Awards under the Plan and will be further subject to forfeiture and disgorgement
to the extent required by law or applicable stock exchange listing standards, including, without limitation, Section 10D
of the Exchange Act. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees (or will be
deemed to have agreed) to the terms of this Section 6(a)(5) and any clawback, recoupment or similar policy of the Company
or any of its subsidiaries and further agrees (or will be deemed to have further agreed) to cooperate fully with the Administrator,
and to cause any and all permitted transferees of the Participant to cooperate fully with the Administrator, to effectuate any
forfeiture or disgorgement described in this Section 6(a)(5). Neither the Administrator nor the Company nor any other person,
other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences
to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 6(a)(5).


 






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(6)            Taxes.
The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or other property under an Award are conditioned
upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the Award. The Administrator
will prescribe such rules for the withholding of taxes and other amounts with respect to any Award as it deems necessary.
Without limitation to the foregoing, the Company or any parent or subsidiary of the Company will have the authority and the right
to deduct or withhold (by any means set forth herein or in an Award agreement), or require a Participant to remit to the Company
or a parent or subsidiary of the Company, an amount sufficient to satisfy all U.S. and non-U.S. federal, state and local income
tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation
in the Plan and legally applicable to the Participant and required by law to be withheld (including, any amount deemed by the Company,
in its discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or any parent or subsidiary
of the Company). The Administrator, in its sole discretion, may hold back shares of Stock from an Award or permit a Participant
to tender previously-owned shares of Stock in satisfaction of tax or other withholding requirements (but not in excess of the maximum
withholding amount consistent with the Award being subject to equity accounting treatment under the Accounting Rules). Any amounts
withheld pursuant to this Section 6(a)(6) will be treated as though such amounts had been made directly to the Participant.
In addition, the Company may, to the extent permitted by law, deduct any such tax and other withholding amounts from any payment
of any kind otherwise due to a Participant from the Company or any parent or subsidiary of the Company.


 


(7)            Dividend
Equivalents. The Administrator may provide for the payment of amounts (on terms and
subject to such restrictions and conditions established by the Administrator) in lieu of cash dividends or other cash distributions
with respect to Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual
dividend or distribution in respect of such Award; provided, however, that, except as contemplated by Section 7 below,
(a) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remains subject to a risk of
forfeiture (whether service-based or performance-based) shall be subject to the same risk of forfeiture as applies to the underlying
Award and (b) no dividends or dividend equivalents shall be payable with respect to Stock Options or SARs. Any entitlement
to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from,
or in compliance with, the applicable requirements of Section 409A.


 


(8)            Rights
Limited. Nothing in the Plan or any Award will be construed as giving any person the
right to be granted an Award or to continued employment or service with the Company or any of its subsidiaries, or any rights as
a stockholder except as to shares of Stock actually delivered under the Plan. The loss of existing or potential profit in any Award
will not constitute an element of damages in the event of a termination of a Participant’s Employment for any reason, even
if the termination is in violation of an obligation of the Company or any of its subsidiaries to the Participant.


 






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(9)            Coordination
with Other Plans.  Shares of Stock and/or Awards under the Plan may be granted in
tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans
or programs of the Company or any of its subsidiaries. For example, but without limiting the generality of the foregoing, awards
under other compensatory plans or programs of the Company or any of its subsidiaries may be settled in Stock (including, without
limitation, Unrestricted Stock) under the Plan if the Administrator so determines, in which case the shares delivered will be
treated as awarded under the Plan (and will reduce the number of shares thereafter available for delivery under the Plan in accordance
with the rules set forth in Section 4).


 


(10)          Section 409A.


 


(A)            Without
limiting the generality of Section 11(b) hereof, each Award will contain such terms as the Administrator determines and
will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A
or satisfies such requirements.


 


(B)            Notwithstanding
anything to the contrary in the Plan or any Award agreement, the Administrator may unilaterally amend, modify or terminate the
Plan or any outstanding Award, including but not limited to changing the form of the Award, if the Administrator determines that
such amendment, modification or termination is necessary or desirable to avoid the imposition of an additional tax, interest or
penalty under Section 409A.


 


(C)            If
a Participant is determined on the date of the Participant’s termination of Employment to be a “specified employee”
within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment that is considered
nonqualified deferred compensation under Section 409A, to the extent applicable, payable on account of a “separation
from service”, such payment will be made or provided on the date that is the earlier of (i) the first business day following
the expiration of the six-month period measured from the date of such “separation from service” and (ii) the date
of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed
pursuant to this Section 6(a)(10)(C) (whether they would have otherwise been payable in a single lump sum or in installments
in the absence of such delay) will be paid, without interest, on the first business day following the expiration of the Delay Period
in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified
for them in the applicable Award agreement.


 


(D)            For
purposes of Section 409A, each payment made under the Plan or any Award will be treated as a separate payment.


 


(E)            With
regard to any payment considered to be nonqualified deferred compensation under Section 409A that is payable upon a change
in control of the Company or other similar event, to the extent required to avoid the imposition of an additional tax, interest
or penalty under Section 409A, no amount will be payable unless such change in control constitutes a “change in control
event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.


 






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(b)            Stock
Options and SARs.


 


(1)            Time
and Manner of Exercise.  Unless the Administrator expressly provides otherwise, no
Stock Option or SAR will be deemed to have been exercised until the Administrator receives a notice of exercise in a form acceptable
to the Administrator that is signed by the appropriate person and accompanied by any payment required under the Award. The Administrator
may limit or restrict the exercisability of any Stock Option or SAR in its discretion, including in connection with any Covered
Transaction. Any attempt to exercise a Stock Option or SAR by any person other than the Participant will not be given effect unless
the Administrator has received such evidence as it may require that the person exercising the Award has the right to do so.


 


(2)            Exercise
Price. The exercise price (or the base value from which appreciation is to be measured)
per share of each Award requiring exercise must be no less than 100% (in the case of an ISO granted to a 10-percent stockholder
within the meaning of Section 422(b)(6) of the Code, 110%) of the Fair Market Value of a share of Stock, determined as
of the date of grant of the Award, or such higher amount as the Administrator may determine in connection with the grant.


 


(3)            Payment
of Exercise Price. Where the exercise of an Award (or portion thereof) is to be accompanied
by a payment, payment of the exercise price must be made by cash or check acceptable to the Administrator or, if so permitted by
the Administrator and if legally permissible, (i) through the delivery of previously acquired unrestricted shares of Stock,
or the withholding of unrestricted shares of Stock otherwise deliverable upon exercise, in either case that have a Fair Market
Value equal to the exercise price; (ii) through a broker-assisted cashless exercise program acceptable to the Administrator;
(iii) by other means acceptable to the Administrator; or (iv) by any combination of the foregoing permissible forms of
payment. The delivery of previously acquired shares in payment of the exercise price under clause (i) above may be accomplished
either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator
may prescribe.


 


(4)            Maximum
Term. The maximum term of Stock Options and SARs must not exceed 10 years from the
date of grant (or five years from the date of grant in the case of an ISO granted to a 10-percent stockholder described in Section 6(b)(2) above).


 


(5)            No
Repricing. Except in connection with a corporate transaction involving the Company
(which term includes, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination or exchange of shares) or as otherwise contemplated by Section 7 below,
the Company may not, without obtaining stockholder approval, (A) amend the terms of outstanding Stock Options or SARs to reduce
the exercise price or base value of such Stock Options or SARs, (B) cancel outstanding Stock Options or SARs in exchange for
Stock Options or SARs that have an exercise price or base value that is less than the exercise price or base value of the original
Stock Options or SARs, or (C) cancel outstanding Stock Options or SARs that have an exercise price or base value greater than
the Fair Market Value of a share of Stock on the date of such cancellation in exchange for cash or other consideration.


 






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	7.	EFFECT OF CERTAIN TRANSACTIONS



 


(a)            Mergers, etc.
Except as otherwise expressly provided in an Award agreement or other agreement or by the Administrator, the following provisions
will apply in the event of a Covered Transaction:


 


(1)            Assumption
or Substitution. If the Covered Transaction is one in which there is an acquiring
or surviving entity, the Administrator may provide for (A) the assumption or continuation of some or all outstanding Awards
or any portion thereof or (B) the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate
of the acquiror or survivor.


 


(2)            Cash-Out
of Awards.  Subject to Section 7(a)(5) below, the Administrator may provide
for payment (a “cash-out”), with respect to some or all Awards or any portion thereof (including only the vested portion
thereof, with the unvested portion terminating as provided in subsection 7(a)(4) below), equal in the case of each applicable
Award or portion thereof to the excess, if any, of (A) the Fair Market Value of one share of Stock multiplied by the number
of shares of Stock subject to the Award or such portion, minus (B) the aggregate exercise or purchase price, if any, of such
Award or such portion thereof (or, in the case of a SAR, the aggregate base value above which appreciation is measured), in each
case on such payment and other terms and subject to such conditions (which need not be the same as the terms and conditions applicable
to holders of Stock generally), as the Administrator determines, including that any amounts paid in respect of such Award in connection
with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate.
For the avoidance of doubt, if the per share exercise or purchase price (or base value) of an Award or portion thereof is equal
to or greater than the Fair Market Value of one share of Stock, such Award or portion may be cancelled with no payment due hereunder
or otherwise in respect thereof.


 


(3)            Acceleration
of Certain Awards.  Subject to Section 7(a)(5) below, the Administrator
may provide that any Award requiring exercise will become exercisable, in full or in part, and/or that the delivery of any shares
of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards
to the extent consisting of Stock Units) will be accelerated, in full or in part, in each case on a basis that gives the holder
of the Award a reasonable opportunity, as determined by the Administrator, following the exercise of the Award or the delivery
of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.


 


(4)            Termination
of Awards upon Consummation of Covered Transaction. Except as the Administrator may
otherwise determine, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically
be forfeited) immediately upon the consummation of the Covered Transaction, other than (A) any Award that is assumed, continued
or substituted for pursuant to Section 7(a)(1) above, and (B) any Award that by its terms, or as a result of action
taken by the Administrator, continues following the Covered Transaction.


 






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(5)            Additional
Limitations. Any share of Stock and any cash or other property or other award delivered
pursuant to Section 7(a)(1), Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in
the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate, including to reflect
any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in
connection with the Covered Transaction. For purposes of the immediately preceding sentence, a cash-out under Section 7(a)(2) above
or an acceleration under Section 7(a)(3) above will not, in and of itself, be treated as the lapsing (or satisfaction)
of a performance or other vesting condition. In the case of Restricted Stock that does not vest and is not forfeited in connection
with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect
of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as
the Administrator deems appropriate to carry out the intent of the Plan.


 


(6)            Uniform
Treatment. For the avoidance of doubt, the Administrator need not treat Participants
or Awards (or portions thereof) in a uniform manner, and may treat different Participants and/or Awards differently, in connection
with a Covered Transaction.


 


(b)            Changes
in and Distributions with Respect to Stock.


 


(1)            Basic
Adjustment Provisions. 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
maximum number of shares of Stock specified in Section 4(a) that may be delivered under the Plan and to the limits described
in Section 4(d), and shall make appropriate adjustments to the number and kind of shares of stock or securities underlying
Awards then outstanding or subsequently granted, any exercise or purchase prices (or base values) relating to Awards and any other
provision of Awards affected by such change.


 


(2)            Certain
Other Adjustments. The Administrator may also make adjustments of the type described
in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Sections
7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion
in the operation of the Plan or any Award.


 


(3)            Continuing
Application of Plan Terms. References in the Plan to shares of Stock will be construed
to include any stock or securities resulting from an adjustment pursuant to this Section 7.


 






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	8.	LEGAL CONDITIONS ON
DELIVERY OF STOCK



 


The Company will not be obligated to deliver
any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan
until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have
been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national
market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official
notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. The Company may require, as a condition
to the exercise of an Award or the delivery of shares of Stock under an Award, such representations or agreements as counsel for
the Company may consider appropriate to avoid violation of the Securities Act of 1933, as amended, or any applicable state or
non-U.S. securities law. Any Stock delivered to Participants under the Plan will be evidenced in such manner as the Administrator
determines appropriate, including book-entry registration or delivery of stock certificates. In the event that the Administrator
determines that stock certificates will be issued in connection with Stock issued under the Plan, the Administrator may require
that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company
may hold the certificates pending the lapse of the applicable restrictions.


 


	9.	AMENDMENT AND TERMINATION



 


The Administrator may at any time or times
amend the Plan or any outstanding Award for any purpose which may at the time be permitted by applicable law, and may at any time
terminate the Plan as to any future grants of Awards; provided, however, that except as otherwise expressly provided in
the Plan or the applicable Award, the Administrator may not, without the Participant’s consent, alter the terms of an Award
so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved
the right to do so in the Plan or at the time the applicable Award was granted. Any amendments to the Plan will be conditioned
upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code) or stock
exchange requirements, as determined by the Administrator. For the avoidance of doubt, without limiting the Administrator’s
rights hereunder, no adjustment to any Award pursuant to the terms of Section 7 or Section 12 will be treated as an amendment
requiring a Participant’s consent.


 


	10.	OTHER COMPENSATION ARRANGEMENTS



 


The existence of the Plan or the grant of
any Award will not affect the right of the Company or any of its subsidiaries to grant any person bonuses or other compensation
in addition to Awards under the Plan.


 


	11.	MISCELLANEOUS



 


(a)            Waiver
of Jury Trial. By accepting or being deemed to have accepted an Award under 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 any Award, 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 accepting or being deemed to have accepted an Award under 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 any Award 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 Award hereunder.


 






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(b)            Limitation
of Liability. Notwithstanding anything to the contrary in the Plan or any Award, 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 an Award to satisfy the requirements of Section 422 or Section 409A
or by reason of Section 4999 of the Code, or otherwise asserted with respect to any Award.


 


(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 Award. Participants will be general unsecured creditors
of the Company with respect to any amounts due or payable under the Plan.


 


	12.	ESTABLISHMENT OF SUB-PLANS



 


The Administrator may at any time and from
time to time (including before or after an Award is granted) establish, adopt, or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan for Participants based outside of the U.S. and/or subject to the laws of countries
other than the U.S., including by establishing one or more sub-plans, supplements or appendices under the Plan or any Award agreement
for the purpose of complying or facilitating compliance with non-U.S. laws or taking advantage of tax favorable treatment or for
any other legal or administrative reason determined by the Administrator. Any such sub-plan, supplement or appendix may contain,
in each case, (i) such limitations on the Administrator’s discretion under the Plan and (ii) such additional or
different terms and conditions, as the Administrator deems necessary or desirable and will be deemed to be part of the Plan but
will apply only to Participants within the group to which the sub-plan, supplement or appendix applies (as determined by the Administrator);
provided, however, that no sub-plan, supplement or appendix, rule or regulation established pursuant to this
provision shall increase the Share Pool.


 


	13.	GOVERNING LAW



 


(a)            Certain
Requirements of Corporate Law. Awards 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.


 






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(b)            Other
Matters. Except as otherwise provided by the express terms of an Award agreement,
under a sub-plan described in Section 12 or as provided in Section 13(a) above, the domestic substantive laws of
the State of Delaware govern the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of
or based upon the Plan or any Award under the Plan 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.
Subject to Section 11(a) and except as may be expressly set forth in an Award
agreement, by accepting (or being deemed to have accepted) an Award, 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 Award; (ii) not commence any suit, action or other proceeding arising out of
or based upon the Plan or any Award, 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 Award or the subject
matter thereof may not be enforced in or by such court.


 






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EXHIBIT A


 


Definition of Terms


 


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


 


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


 


“Administrator”:
 The Compensation Committee, except with respect to such matters that are not delegated to the Compensation Committee
by the Board (whether pursuant to committee charter or otherwise). The Compensation Committee (or the Board, with respect to such
matters over which it retains authority under the Plan or otherwise) may delegate (i) to one or more of its members (or one
or more other members of the Board) such of its duties, powers and responsibilities as it may determine; (ii) to one or more
officers of the Company the power to grant Awards to the extent permitted by Section 152 or 157(c) of the Delaware General
Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate.
For purposes of the Plan, the term “Administrator” will include the Board, the Compensation Committee, and the person
or persons delegated authority under the Plan to the extent of such delegation, as applicable.


 


“Award”:
 Any or a combination of the following:


 


(i) Stock Options.


 


(ii) SARs.


 


(iii) Restricted Stock.


 


(iv) Unrestricted Stock.


 


(v) Stock Units, including
Restricted Stock Units.


 


(vi) Performance Awards.


 


(vii) Awards (other than
Awards described in (i) through (vi) above) that are convertible into or otherwise based on Stock.


 


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


 






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“Cause”:
 In the case of any Participant who is party to an employment, change of control or severance-benefit agreement with
the Company or any of its subsidiaries that contains a definition of “Cause,” the definition set forth in such agreement
applies with respect to such Participant for purposes of the Plan for so long as such agreement is in effect. In every other case,
 “Cause” means, as determined by the Administrator, (a) conduct by the Participant constituting a material act
of misconduct in connection with the performance of the Participant’s duties, including, without limitation, misappropriation
of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis
use of Company property for personal purposes; (b) the Participant’s commission of a felony or commission of a misdemeanor
involving fraud or any misconduct by the Participant that results in injury or reputational harm to the Company or any of its
subsidiaries and affiliates; (c) any act or omission that constitutes a material breach by the Participant of (i) any
of the Participant’s obligations under any agreement with the Company or any of its subsidiaries or affiliates or (ii) any
material written policy of the Company or any of its subsidiaries and affiliates, including the continued non-performance by the
Participant of the Participant’s duties (other than by reason of the Participant’s physical or mental illness, incapacity
or disability) which has continued for more than thirty (30) days following written notice from the Administrator delineating
such non-performance; (d) a breach by the Participant of any restrictive covenant by the Participant contained in any agreement
between such Participant and the Company or any of its subsidiaries or affiliates; (e) the Participant’s engaging in
any act of dishonesty, violence or threat of violence (including any violation of federal securities laws) which is or could reasonably
be expected to be injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates;
(f) the Participant’s illegal use of controlled substances during the performance of the Participant’s duties
that adversely affects the reputation or best interest of the Company or any subsidiary or affiliate thereof; or (g) the
Participant’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement
authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or
other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents
or other materials in connection with such investigation.


 


“Change in Control”:
The consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”);
(ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power
immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity
(or its ultimate parent, if applicable); (iii) the acquisition of all or a majority of the outstanding voting stock of the
Company in a single transaction or a series of related transactions by any Person; or (iv) the complete dissolution or liquidation
of the Company; provided, however, that the Company’s initial public offering, any subsequent public offering
or anther capital raising event, a merger effected solely to change the Company’s domicile or any acquisition by the Company
or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or affiliates
shall not constitute a “Change in Control”.


 


“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.


 


“Compensation
Committee”:  The Compensation Committee of the Board.






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“Covered
Transaction”:  Any of (i) a consolidation, merger or similar transaction or series of related transactions,
including a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the
acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by
a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s
assets, (iii) a Change in Control, (iv) a dissolution or liquidation of the Company or (v) any other transaction
the Administrator determines to be a Covered Transaction. Where a Covered Transaction involves a tender offer that is reasonably
expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction
will be deemed to have occurred upon consummation of the tender offer.


 


“Date
of Adoption”: The earlier of the date the Plan was approved by the Company’s stockholders or adopted by
the Board, as determined by the Committee.


 


“Director”:
A member of the Board who is not an Employee.


 


“Disability”:
In the case of any Participant who is party to an employment, change of control or severance-benefit agreement that contains a
definition of “Disability” (or a corollary term), the definition set forth in such agreement applies with respect to
such Participant for purposes of the Plan for so long as such agreement is in effect. In every other case, “Disability”
means, as determined by the Administrator, absence from work due to a disability for a period in excess of ninety (90) days in
any twelve (12)-month period that would entitle the Participant to receive benefits under the Company’s long-term disability
program as in effect from time to time (if the Participant were a participant in such program).


 


“Employee”:
 Any person who is employed by the Company or any of its subsidiaries.


 


“Employment”:
A Participant’s employment or other service relationship with the Company or any of its subsidiaries. Employment
will be deemed to continue, unless the Administrator otherwise determines, so long as the Participant is employed by, or otherwise
is providing services in a capacity described in Section 5 to, the Company or any of its subsidiaries. If a Participant’s
employment or other service relationship is with any subsidiary of the Company and that entity ceases to be a subsidiary of the
Company, the Participant’s Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the
Company unless the Participant transfers Employment to the Company or one of its remaining subsidiaries. Notwithstanding the foregoing,
in construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject
to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation
from service, retirement or similar or correlative terms will be construed to require a “separation from service” (as
that term is defined in Section 1.409A-1(h) of the Treasury Regulations, after giving effect to the presumptions contained
therein) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service
recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company may, but need
not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed
in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service”
has occurred. Any such written election will be deemed a part of the Plan.


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended.


 






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“Fair
Market Value”: As of a particular date, unless otherwise determined by the Administrator, (i) the closing
price for a share of Stock reported on the New York Stock Exchange (or any other national securities exchange on which the Stock
is then listed) for that date or, if no closing price is reported for that date, the closing price on the immediately preceding
date on which a closing price was reported or (ii) in the event that the Stock is not traded on a national securities exchange,
the fair market value of a share of Stock determined by the Administrator consistent with the rules of Section 422 and
Section 409A to the extent applicable.


 


“ISO”:
 A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each
Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date
of grant, it is expressly designated as an ISO in the applicable Award agreement.


 


“NSO”:
A Stock Option that is not intended to be an “incentive stock option” within the meaning of Section 422.


 


“Participant”:
 A person who is granted an Award under the Plan.


 


“Performance
Award”: An Award subject to performance vesting conditions, which may include Performance Criteria.


 


“Performance
Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the
satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion
and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss and
may be applied to a Participant individually, or to a business unit or division of the Company or to the Company as a whole. A
Performance Criterion may also be based on individual performance and/or subjective performance criteria. The Administrator may
provide that one or more of the Performance Criteria applicable to such Award will be adjusted in a manner to reflect events (for
example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable
Performance Criterion or Criteria.


 


“Plan”:
The Hayward Holdings, Inc. 2021 Equity Incentive Plan, as from time to time amended and in effect.


 


“Prior
Plan”: The Hayward Holdings, Inc. Second Amended and Restated 2017 Equity Incentive Plan.


 


“Restricted
Stock”:  Stock subject to restrictions requiring that it be forfeited, redelivered or offered for sale to the
Company if specified performance or other vesting conditions are not satisfied.


 


“Restricted
Stock Unit”:  A Stock Unit that is, or as to which the delivery of Stock or of cash in lieu of Stock is, subject
to the satisfaction of specified performance or other vesting conditions.


 






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“SAR”:
A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent
value) equal to the excess of the Fair Market Value of the shares of Stock subject to the right over the base value from which
appreciation under the SAR is to be measured.


 


“Section 409A”:
 Section 409A of the Code and the regulations thereunder.


 


“Section 422”:
 Section 422 of the Code and the regulations thereunder.


 


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


 


“Stock
Option”:  An option entitling the holder to acquire shares of Stock upon payment of the exercise price.


 


“Stock
Unit”:  An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by
the value of Stock in the future.


 


“Substitute
Awards”: Awards granted under the Plan in substitution for one or more equity awards of an acquired company that
are converted, replaced or adjusted in connection with the acquisition.


 


“Unrestricted
Stock”: Stock not subject to any restrictions under the terms of the Award.


 






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