Exhibit 10.22


 


Amended
and restated EMPLOYMENT AGREEMENT


 


This Amended and Restated
Employment Agreement (the “Agreement”) is made and entered into as of March 2, 2021 by and among Hayward
Industries, Inc. (the “Company”), Hayward Holdings, Inc. (the “Parent”) and Rick
Roetken (the “Executive”) (the Company, the Parent and the Executive, individually, a “Party”
and, collectively, the “Parties”) and is effective as of the day prior to the date on which the Parent becomes
subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the “Effective
Date”). (Hereinafter the Company and the Parent together may be referred to as the “Companies.”) This
Agreement amends and restates in its entirety the employment agreement by and among the Company, the Parent, and the Executive,
effective as of August 4, 2017, as revised on August 8, 2018 (the “Prior Agreement”).


 


Terms used herein with
initial capitalization not otherwise defined are defined in Section 24 hereof.


 


WITNESSETH:


 


WHEREAS, the Company
desires the Executive to continue to serve as President, North America of the Company and the Executive is willing to continue
to do so pursuant to the terms of this Agreement; and


 


WHEREAS, the Parent
desires to continue to employ the Executive as President, North America and the Executive is willing to continue to do so pursuant
to the terms of this Agreement.


 


NOW THEREFORE, in consideration
of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the Companies and the Executive hereby agree as follows:


 


1.            Employment.
The Companies agree to continue to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to continue
to be so employed, for a period commencing on the Effective Date and continuing until the Executive’s employment is terminated
pursuant to Section 9 hereof (the “Employment Period”).


 


2.            Position
and Duties. During the Employment Period, the Executive shall serve as President, North America of the Company, reporting directly
to the Chief Executive Officer of the Company. In such capacity, the Executive shall have the duties, responsibilities and authorities
customarily associated with the position of President, North America in companies the size and nature of the Company. The Executive
shall devote the Executive’s reasonable best efforts and substantially all of the Executive’s business time to the
performance of the Executive’s duties and responsibilities hereunder; provided that the Executive shall be entitled
to (a) manage the Executive’s personal and family investments, and (b) with the prior written approval of the Board
of Directors of the Parent (the “Board”) (or the Nominating and Governance Committee of the Board), serve as
a member of the board of directors of one (1) public company and one (1) non-profit or private company, provided
that any such company is not a competitor of or supplier to the Companies or doing business in the industry in which the Companies
conduct business, in each case, to the extent such activities do not materially interfere with the performance of the Executive’s
duties and responsibilities hereunder (including, for the avoidance of doubt, the terms of Sections 6, 7 and 8 hereof).


 






     


     


    

 


3.            Place
of Performance. During the Employment Period, the Executive shall be based primarily at the Company’s principal executive
offices. The Executive understands and agrees that the Executive may be required to travel from time to time for business purposes.


 


4.            Compensation
and Benefits; Incentive Awards.


 


(a)          Base
Salary. During the Employment Period, the Company shall pay to the Executive a base salary (the “Base Salary”)
at the rate of $456,000 per calendar year, less applicable deductions. The Base Salary shall be reviewed for increase (but not
decrease) by the Board or the Compensation Committee of the Board (the “Compensation Committee”) no less frequently
than annually and may be increased in the sole discretion of the Board or the Compensation Committee and any such adjusted Base
Salary shall thereafter constitute the “Base Salary” for purposes of this Agreement. The Base Salary shall be paid
in substantially equal installments in accordance with the Company’s regular payroll procedures.


 


(b)          Annual
Bonus. During the Employment Period, the Executive shall be eligible to receive an annual cash performance bonus (an “Annual
Bonus”) under the Company’s annual incentive plan (as in effect from time to time for senior executives) in respect
of each plan year that ends during the Employment Period, to the extent earned based on the achievement of performance criteria
set by the Board or the Compensation Committee. The performance criteria for a plan year shall be determined by the Board or the
Compensation Committee, in good faith, no later than sixty (60) days after the commencement of such plan year. The Executive’s
target annual bonus opportunity shall be 70% of the Executive’s Base Salary as of the beginning of the applicable plan year
(the “Target Bonus”) if target levels of performance for that year are achieved. The Executive’s actual
Annual Bonus for any plan year shall be determined by the Board or the Compensation Committee after the end of such plan year and
shall be paid to the Executive no later than seventy-five (75) calendar days following the end of such plan year. For purposes
of Section 24(a) hereof, if the Executive’s employment is terminated pursuant to the terms of Section 9
hereof after the end of any plan year (other than pursuant to Section 9(c)), but prior to such Annual Bonus determination
by the Board or the Compensation Committee with respect to that plan year, and the Board or the Compensation Committee subsequently
determines that the Annual Bonus for that plan year has been earned by the Executive, then any such earned Annual Bonus, in an
amount equal to such earned Annual Bonus payout percentage as determined by the Board or the Compensation Committee, shall be considered
an Accrued Benefit.


 


(c)          Equity
Incentive Awards.  During the Employment Period, the Executive shall be eligible to participate in any equity incentive
plan that may be made available, from time to time, to other senior executives of the Companies.


 


(d)          Vacation;
Benefits. During the Employment Period, the Executive shall be entitled to four (4) weeks paid vacation annually (accruing
ratably on an annual basis) and to participate in employee benefits made available, from time to time, to senior executive officers
of the Company.


 






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(e)          Perquisites.
During the Employment Period, the Executive shall be entitled to perquisites no less favorable than those generally provided by
the Company, from time to time, to other senior executive officers of the Company (other than the Chief Executive Officer). The
Executive is currently entitled to a car, insurance coverage, gas (for business usage) and repair costs relating to such car, for
which the Company will reimburse the Executive (the “Car Benefit”). The Executive shall continue to be entitled
to the Car Benefit through the end of the current car lease that ends on August 26, 2023; and, following such date, the Company
shall increase the Executive’s Base Salary by $12,500, which increase shall, for the avoidance of doubt, be separate and
apart from any annual increase in Base Salary pursuant to Section 4(a) herein.


 


5.            Expenses.
The Company shall reimburse the Executive promptly for all expenses reasonably incurred by the Executive in the performance of
his duties hereunder in accordance with policies that may be adopted from time to time by the Company following presentation by
the Executive of an itemized account, including reasonable substantiation, of such expenses. The Executive’s right to payment
or reimbursement for business expenses and other amounts hereunder shall be subject to the following additional rules: (a) the
amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment
or reimbursement in any other calendar year, (b) payment or reimbursement shall be made not later than December 31 of
the calendar year following the calendar year in which the expense or payment was incurred, and (c) the right to payment or
reimbursement shall not be subject to liquidation or exchange for any other benefit.


 


6.            Confidentiality
and Assignment of Intellectual Property. The Executive hereby acknowledges and agrees that the business, financial and other
non-public information of the Companies and the Companies’ direct and indirect parents and subsidiaries is of a confidential
and proprietary nature. The Executive hereby further acknowledges and agrees that, during the course of his employment by the Companies,
he has received, developed or learned of, and will continue to receive, develop, or learn of, confidential and proprietary information
of the Companies and the Companies’ direct and indirect parents and subsidiaries not previously known to him and not known
or used generally. The Executive hereby agrees that, he will not disclose other than as required for the performance of his duties
under this Agreement, will continue to keep in strict secrecy and confidence, and continue to treat as the property of the Parent,
the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be, and will not use for
his own benefit or for the benefit of others any and all information, knowledge and other data relating to the business and affairs
of the Parent, the Company or any of the Companies’ direct or indirect parents or subsidiaries, as the case may be (whether
or not such information, knowledge or other data is in written form), that he has acquired, received, developed or learned, or
may acquire, receive, develop or learn in the course of his employment by the Parent, Company or any of the Companies’ direct
or indirect subsidiaries. For the avoidance of doubt, (a) nothing contained in this Agreement limits, restricts or in any
other way affects the Executive’s communicating with any governmental, administrative or legislative agency or entity (including
a committee thereof), or communicating with any official or staff person of a governmental, administrative or legislative agency
or entity, concerning matters relevant to such agency or entity, or requires the Executive to provide prior notice of such communication
to the Company or Parent, (b) nothing contained in this Agreement limits, restricts or in any other way affects any disclosures
by the Executive required by law or court order, and (c) nothing contained in this Agreement limits, restricts or in any other
way affects, and the Executive will not be held criminally or civilly liable under any federal or state trade secret law for, the
Executive’s disclosing a trade secret (A) in confidence to a federal, state, or local government official, either directly
or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (B) in
a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding
this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets subject to this Section 6
by unauthorized means. Anything herein to the contrary notwithstanding, information, knowledge and other data relating to the business
and affairs of the Parent, the Company or any direct or indirect parent or subsidiary of either, including trade secrets, that
are subject to the confidentiality provisions of this Section 6 shall cease to be subject to such provisions if the
data becomes known to the public other than due to any wrongful action or negligence of the Executive.


 






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The Executive, as part
of the consideration for this Agreement and for his employment by the Companies, hereby assigns, and agrees to assign, to (or as
otherwise directed by) the Companies his entire right, title and interest in and to any and all inventions, trade secrets, improvements,
plans and specifications (i) which he, alone or in conjunction with others, may make, conceive or develop during the period
of his employment with the Companies which relate to the business of the Parent, the Company or any of the Companies’ direct
or indirect subsidiaries, or (ii) which he, alone or in conjunction with others, may make or conceive within a period of one
(1) year after the Date of Termination which derive from any confidential or proprietary information, knowledge or other data
of the Parent, the Company or any of their respective direct or indirect subsidiaries with respect to which he has become informed
by reason of his engagement by the Companies (including, without limitation, his relations with the Companies’ direct or
indirect subsidiaries). The Executive further agrees that he will promptly disclose fully to the Companies his aforesaid inventions,
trade secrets, improvements, plans and specifications and will at any time during and after his employment with the Companies render
to the Companies such cooperation and assistance as they may deem to be advisable in order to obtain copyrights or patents, as
the case may be, on or otherwise perfect or defend the rights of the Company and/or the Parent in each such invention, trade secret,
improvement, plan or specification, including, but not limited to, the execution of any and all applications for copyrights or
patents, assignments of copyrights or patents and other written instruments which the Companies, their officers or attorneys reasonably
may deem necessary or desirable, and the aforesaid obligation shall be binding on the Executive’s assigns, executors, administrators
and other legal representatives.


 


The Executive hereby
irrevocably grants to each of the Companies and their successors and assigns, to the full extent permitted by law, power of attorney
to institute and prosecute from time to time, at their sole expense, any proceedings at law, in equity or otherwise, that any of
the Companies, their successors or assigns, may deem proper in order to transfer to the Companies, assert or enforce any claim,
right or title of any kind in and to the inventions, trade secrets, improvements and other proprietary interests described under
this Section 6, to defend and settle any and all actions, suits or proceedings in respect of any of said inventions,
trade secrets, improvements and other proprietary interests and, generally to do any and all such acts and things in relation thereto
as any of the Companies, their successors or assigns, shall deem advisable, including, but not limited to, execution of any and
all applications, assignments and instruments contemplated under this Section 6. The Executive declares and acknowledges
that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable by him.


 






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7.            Non-Competition
and Non-Solicitation.


 


(a)          During
the Employment Period and for a period of one (1) year thereafter (the “Non-Compete Period”), the Executive
shall not engage, directly or indirectly, whether as principal, agent, employee, consultant, distributor, representative, five
percent (5%) or greater stockholder or otherwise, in any business activities in the United States of America or any other jurisdiction
in which the Parent or any of its direct or indirect subsidiaries operate, which are in any way competitive with the business conducted
by the Parent or any of its direct or indirect subsidiaries during the Employment Period.


 


(b)          During
the Employment Period and for a period of two (2) years thereafter (the “Non-Solicitation Period” and together
with the Non-Compete Period, the “Restricted Period”), the Executive shall not, directly or indirectly (whether
alone or jointly with another Person), (i) solicit for employment, hire, employ, or engage any Person who, at any time during
the Non-Solicitation Period, is an officer or employee of the Parent or any of its direct or indirect subsidiaries, including the
Company; provided, however, that the preceding sentence does not prohibit the Executive from (A) soliciting or hiring
any Person whose employment, or engagement for services, was terminated by any such Person at least twelve (12) months prior to
the date of such solicitation or hire; and provided, further, that such termination was not encouraged by the Executive,
or (B) engaging in any general solicitation not targeted at any employee of any such Person, including a non-directed executive
search or placing general advertisements for employees in newspapers or other media of general circulation so long as such employee
is not hired, directly or indirectly, by the Executive or any of his controlled Affiliates or (ii) solicit business from any
customer or solicit products or services from any vendor of the Parent or any of its direct or indirect subsidiaries, including
the Company, that interferes with or jeopardizes the business or relationships of any such Person with any such customer or vendor.


 


(c)          The
Parties acknowledge and agree that the Executive’s obligations under Section 6, this Section 7 and
the following Section 8(c) (collectively, the “Covenants”) are of a special, unique and extraordinary
nature, that there may be no adequate remedy at law for any breach thereof, that any such breach may allow third parties to compete
unfairly with the Parent or any of its direct or indirect parents or subsidiaries, including the Company, resulting in irreparable
harm to any such Person, and, therefore, upon any such breach or any threat thereof, the Companies shall be entitled to preliminary
and permanent, mandatory or negative injunctive relief against any breach or threatened breach by the Executive of any of the Covenants,
without having to post a bond, in addition to whatever remedies they may have at law. The Executive hereby agrees that (i) the
terms of the Covenants are reasonable, (ii) the foregoing restrictions will not prevent him from obtaining gainful employment
in his occupation or field of expertise or cause him undue hardship, and (iii) in the event a court determines that any of
the provisions of the Covenants are unreasonable or contrary to public policy, or invalid or unenforceable for any reason in fact,
law or equity, then such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by
law. So that the Companies may enjoy the full benefits of the covenants set forth in this Section 7, the Executive
further agrees that the Restricted Period shall be tolled, and shall not run, during the period of time during which the Executive
is in breach of any of the covenants contained in this Section 7, after such time the Company has informed the Executive
that he is so in breach. It is also agreed that each of the Parent and its direct or indirect parents or subsidiaries, including
the Company, shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including
without limitation pursuant to this Section 7.


 






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8.            Mutual
Non-Disparagement. During the Employment Period and thereafter, the Executive agrees not to make public statements or communications,
or statements or communications that, at the time made, are intended or reasonably likely to become public, that disparage or criticize
the Parent or any of its direct or indirect parents or subsidiaries, including the Company, or any of their respective businesses,
services or products or their current, former or future equityholders, directors or executive officers (in their capacities as
such). During the Employment Period and thereafter, each of the Company and the Parent shall not authorize, and shall instruct
its directors and executive officers to not make, public statements or communications that disparage or criticize the Executive.
For purposes of this Section 8, “public” as used in reference to a statement or communication means the
public generally, including the current, former or future equityholders, directors or executive officers of the Parent and its
direct or indirect parents or subsidiaries, including the Company, and the customers, vendors or other business partners of any
such Person. The foregoing shall not be violated by (a) truthful statements in response to legal process, required governmental
testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with
such proceedings), (b) public comments, such as in media interviews, which include good faith, candid discussions or acknowledgements
regarding the performance or business of Parent or any of its direct or indirect parents or subsidiaries, including the Company,
or (c) discussions regarding the Executive in connection with performance evaluations, including impromptu evaluations and
feedback and good faith criticism.


 


9.            Termination
of Employment. A termination of the Executive’s employment with either the Parent or the Company shall be treated as
a termination of the Executive’s employment with both of the Companies.


 


(a)          Death.
If the Executive’s employment with the Companies is terminated during the Employment Period as a result of the Executive’s
death, the Employment Period shall terminate without further notice or any action required by the Companies or the Executive’s
estate or other legal representative. Upon the Executive’s death, the Company shall pay or provide to the Executive’s
estate or other legal representative (i) all Accrued Benefits and (ii) a Pro-Rata Bonus.


 


(b)          Disability.
If the Companies, or either of them, terminate the Executive’s employment during the Employment Period because of the Executive’s
Disability, the Company shall pay or provide to the Executive (i) all Accrued Benefits, (ii) a Pro-Rata Bonus, (iii) the
COBRA Coverage Benefits, and (iv) the Post-Termination Benefits.


 


(c)          Termination
by the Companies for Cause or by the Executive without Good Reason. If, during the Employment Period, the Companies, or either
of them, terminate the Executive’s employment for Cause or the Executive terminates his employment with either of the Companies
without Good Reason, the Company shall pay to the Executive all Accrued Benefits.


 






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(d)          Termination
by the Companies without Cause or by the Executive for Good Reason. If, during the Employment Period, the Companies, or either
of them, terminate the Executive’s employment without Cause (other than due to Disability) or if the Executive terminates
his employment with either of the Companies for Good Reason, the Company shall pay or provide the Executive (or the Executive’s
estate or other legal representative, if the Executive dies after such termination but before receiving such amount) (i) all
Accrued Benefits, (ii) a Pro-Rata Bonus, (iii) an amount equal to the sum of the Executive’s Base Salary and Target
Bonus, payable in equal installments paid at the same time as normal payroll payments are made for the twelve (12) month period
following the Date of Termination, with such payments to commence on the first payroll date following the Payment Date (as defined
below), but retroactive to the day following the Date of Termination, subject to Section 9(j) hereof, (iv) the
COBRA Coverage Benefits, (v) outplacement counseling services for six (6) months following the Date of Termination, and
(vi) the Post-Termination Benefits.


 


(e)          Notice
of Termination. Any termination of the Executive’s employment by the Companies or by the Executive (other than because
of the Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance
with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice
which shall indicate the specific termination provision in this Agreement relied upon. Termination of the Executive’s employment
shall take effect on the Date of Termination.


 


(f)           Effect
of Termination. Upon any termination of the Executive’s employment with the Companies, or either of them, the Executive
shall resign from, and shall be considered to have simultaneously resigned from, all positions with the Companies and all of the
Companies’ Affiliates.


 


(g)          Release.
As a condition to the Executive’s entitlements (other than the Accrued Benefits), as provided in Section 9(b) and
9(d) hereof (the “Severance Benefits”), the Executive must timely execute and deliver to the Companies,
and not revoke, a release of claims in substantially the form attached as Exhibit A hereto (the “Release”);
provided, that for the avoidance of doubt, the foregoing Release requirement shall not apply to the Company’s obligation
to provide the Accrued Benefits or any amounts payable under Section 9(a). The Release must be executed and delivered
by the Executive (and no longer be subject to revocation) as provided in Section 3(c) of Exhibit A.
The Release must become effective, if at all, by the date specified therein (and in all events no later than the ninetieth (90th)
calendar day following the Date of Termination). The first payment of the Severance Benefits (excluding the Pro Rata Bonus) will
be made on the Company’s next regular payday following the earlier of (i) the date upon which the Release (if applicable)
becomes effective, binding and irrevocable and (ii) the expiration of ninety (90) calendar days from the Date of Termination
(the “Payment Date”), but will be retroactive to the day following the Date of Termination.


 


(h)          No
Offset. In the event of termination of his employment, the Executive shall be under no obligation to seek other employment
and there shall be no offset against amounts due to him on account of any remuneration or benefits provided by any subsequent employment
he may obtain, except as provided under Section 24(d) hereof. The Companies’ obligation to make any payment
pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or
other right that the Parent, the Company or any of the Companies’ Affiliates may have against the Executive for any reason.


 






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(i)           Section 280G.
If any payment or benefit that the Executive may receive following a change of control of the Company, the Executive’s termination
of employment, or otherwise, whether or not payable or provided under this Agreement (“Payment”) would (i) constitute
a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
 “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount”
shall be either (A) the largest portion of the Payment that would result in no portion of the Payment being subject to the
Excise Tax or (B) the largest portion, up to and including the total amount, of the Payment, whichever of the amounts determined
under (A) and (B), after taking into account all applicable federal, state and local employment taxes, income taxes, and the
Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis,
of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.
If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the
Reduced Amount, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of
outstanding equity awards; and reduction of employee benefits. In the event that acceleration of vesting of outstanding equity
awards is to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the date of grant of the Executive’s
outstanding equity awards. All calculations and determinations made pursuant this Section 9(i) will be made by
an independent accounting or consulting firm or independent tax counsel appointed by the Company (the “Tax Counsel”)
whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making
the calculations and determinations required by this Section 9(i), the Tax Counsel may rely on reasonable, good faith
assumptions and approximations concerning the application of Section 280G of the Code and Section 4999 of the Code. The
Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.


 


(j)           Satisfaction
of Obligations. Anything herein to the contrary notwithstanding, upon satisfaction of their respective applicable obligations
as set forth in this Section 9, the Companies shall have no further obligations to the Executive under this Agreement,
except as set forth in Section 13 hereof. The obligation of the Companies to provide the Severance Benefits (or, if
such Severance Benefits have commenced, to continue providing the Severance Benefits) to the Executive is expressly conditioned
upon the Executive’s continued performance of and compliance with his obligations under the Covenants; provided, however,
that an immaterial and unintentional breach by the Executive of the Covenants provided in Section 6 or Section 8
hereof shall not be deemed to be a failure to perform or comply with such obligations. In the event of the Executive’s death
after his termination of employment but prior to his receiving, in full, the payments or other benefits to which he is entitled
hereunder, his estate or other legal representative shall succeed to such entitlements.


 






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10.          Indemnification.
During the Employment Period and thereafter, the Companies will indemnify the Executive to the fullest extent permitted by law
and each of the Companies’ certificate of incorporation, bylaws or other governing documents, as applicable, and cause him
to be covered under such directors and officers insurance policies as the Companies maintain in effect from time to time. The Executive
agrees to promptly notify the Companies of any actual or threatened claim arising out of or as a result of the Executive’s
employment hereunder or any office or directorship held with Parent, the Company or any of their Affiliates.


 


11.          Notices.
All notices, demands, requests, or other communications which may be or are required to be given or made by any party to any other
party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified
mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted by facsimile transmission addressed
as follows:


 


If to the Company, to:


 


Hayward Industries, Inc.


400 Connell Drive, Suite 6100


Berkeley Heights, NJ 07922

Attn: Chief Executive Officer


 


If to the Parent, to:


 


Hayward Holdings, Inc.


400 Connell Drive, Suite 6100


Berkeley Heights, NJ 07922

Attn: Chief Executive Officer


 


If to the Executive, to: Address
last shown on the Company’s records.


 


Each party may designate by notice in writing
a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand,
request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given or made
for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, confirmation
of facsimile transmission or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or
at such time as delivery is refused by the addressee upon presentation.


 


12.          Severability.
The invalidity or unenforceability of any one or more provisions of this Agreement, including, without limitation, Sections
6, 7 and 8, shall not affect the legality, validity or enforceability of the other provisions of this Agreement, which shall
remain in full force and effect.


 


13.          Survival.
It is the express intention and agreement of the Parties that the provisions hereof shall survive the termination of employment
of the Executive, in accordance with the respective terms of such provisions. In addition, all obligations of the Company or the
Parent to the Executive under applicable compensation benefit plans and programs and to make payments or settle equity awards granted
thereunder shall survive any termination of this Agreement, to the extent permitted by law, in accordance with the terms of such
plans, programs and/or awards.


 






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14.          Assignment.
The rights and obligations of the Parties to this Agreement shall not be assignable or delegable except that (a) in the event
of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, or the
trustees of any trusts established under the Executive’s will or by the Executive during his lifetime, as the case may be,
shall have the right to receive any amount owing and unpaid to the Executive hereunder and (b) the respective rights and obligations
of the Company and the Parent hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation,
reorganization, sale of all or substantially all of the assets or equity interests of the Company or the Parent, or similar transaction
involving the Company or the Parent or a successor to either of them. In connection with any assignment pursuant to clause (b) of
the preceding sentence, the Parent and the Company shall require any such successor to the Parent or the Company or to their respective
business and assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Parent and the Company would be required to perform it if no such succession had taken place; provided, for the avoidance
of doubt, that no such express assumption and agreement shall be required where any such successor becomes subject to this Agreement
by operation of law as part of any transaction described in the foregoing clause (b). As used in this Agreement, “Company”
shall include any successor to the Company’s business and/or assets and “Parent” shall include any successor
to the Parent’s business and/or assets.


 


15.          Binding
Effect. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the Parties and shall
inure to the benefit of the Parties and their respective heirs, devisees, executors, administrators, legal representatives, successors
and assigns.


 


16.          Amendment;
Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the party
against whom enforcement is sought. Neither the waiver by any of the Parties of a breach of or a default under any of the provisions
of this Agreement, nor the failure of any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement
or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default
of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.


 


17.          Headings.
Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed
to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of
any of the provisions hereof.


 


18.          Governing
Law. This Agreement, the rights and obligations of the Parties, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the New Jersey (but not including any choice of law rule thereof that would
cause the laws of another jurisdiction to apply).


 






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19.          Dispute
Resolution.


 


(a)          Arbitration.
In the event of any dispute between the Parties, including but not limited to any claims arising from or related to this Agreement
or the termination of this Agreement, any claims related to Executive’s employment or the termination of the Executive’s
employment, or any claims arising under the state and federal laws governing employment, such dispute will be determined exclusively,
upon the written request of either Party, by binding arbitration under the auspices of and pursuant to the Employment Dispute Resolution
Rules of the American Arbitration Association. Such arbitration shall be conducted in New York City, New York before a single
arbitrator who is a retired judge. This agreement to arbitrate shall include, without limitation, any and all disputes, controversies
and/or claims against Parent, the Company or any of their Affiliates or the current or former partners, members, officers or employees
of any of them, whether arising under theories of liability or damages based on contract, tort or statute, to the fullest extent
permitted by law, such as, without limitation, claims for breach of contract or breach of the covenant of good faith and fair dealing,
any claims of discrimination or other claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination
in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act,
ERISA and/or any applicable or equivalent state or local laws, claims for wrongful termination, including employment termination
in violation of public policy, and claims for personal injury including, without limitation, defamation, fraud and infliction of
emotional distress. The only claims not covered by this agreement to arbitrate are claims for benefits under workers’ compensation
or unemployment insurance statutes and other claims that cannot be arbitrated as a matter of law. As a material part of this agreement
to arbitrate claims, the Executive, Parent, and the Company expressly waive all rights to a jury trial in court on all statutory
or other claims, including, without limitation, those identified in this Section 19. The Executive also acknowledges
and agrees that no claims will be arbitrated on a class action or collective action basis. The arbitrator will have no power to
add to, subtract from, or otherwise modify any of the terms of this Agreement except that a provision otherwise invalid, illegal
or unenforceable shall be modified to the least extent necessary to make it valid, legal and enforceable. The decision of the arbitrator
shall be final, conclusive and binding and may be enforced by any court of competent jurisdiction, and all Parties consent to the
personal jurisdiction of the state and federal courts of the State of New Jersey for such purposes. Notwithstanding the foregoing,
the Parent and the Company shall be entitled to seek injunctive relief and other provisional remedies against the Executive in
any court of competent jurisdiction for any breach or threatened breach of any provisions of this Agreement. All reasonable fees,
costs and expenses (including reasonable attorneys’ fees, expenses and costs) incurred by the prevailing party in any arbitration
will be borne by the other party. Any claim must be brought to arbitration within the statute of limitations for bringing such
claim in court or before the appropriate administrative agency, as applicable.


 


(b)          Court
Proceeding. Each of the Parties agrees that any dispute between the Parties in respect of which resolution by a court of any
issue is required either (i) in accordance with the provisions of Section 19(a) or (ii) for the purpose
of the recognition and enforcement of any judgment by the arbitrator, shall be resolved only in the courts of New Jersey or the
United States District Court for the District of New Jersey and the appellate courts having jurisdiction of appeals from such courts.


 






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20.          Entire
Agreement. This Agreement and all other agreements and plans relating to the subject matter hereof, including, without limitation,
agreements for amending awards granted under such plans, to the extent not inconsistent with any terms set forth herein, constitute
the entire understanding of the Company and the Parent on the one hand, and the Executive on the other hand, with respect to the
subject matter hereof and supersede the Prior Agreement and all other prior understandings, written or oral, concerning such subject
matter.


 


21.          Counterparts.
This Agreement may be executed in two counterparts, each of which shall be an original and all of which shall be deemed to constitute
one and the same instrument.


 


22.          Withholding.
The Company may withhold from any benefit or compensation payment under this Agreement all federal, state, city or other taxes
as shall be required pursuant to any law or governmental regulation or ruling.


 


23.          Section 409A.


 


(a)          The
intent of the Parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations
and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum
extent permitted, this Agreement shall be interpreted to be in compliance therewith. Specifically, if any provision of this Agreement
is ambiguous, such that one interpretation of the provision would comply with Code Section 409A and another interpretation
would result in a failure to comply with any applicable requirement under Code Section 409A, the Parties intend that the interpretation
that complies with Code Section 409A shall be the one that governs. To the extent permitted under Code Section 409A,
this Agreement, and the terms of any Plan (as defined in Section 23(f) below) to the extent they relate to the
Executive’s entitlements thereunder, shall be modified, either as reasonably requested by the Executive, with the Company’s
and Parent’s consent), or as the Company may propose (or, as the Parent may propose, with respect to any Plan maintained
by it) with the Executive’s consent, to the extent necessary to comply with all applicable requirements of, and to avoid
the imposition of any additional tax, interest or penalties under, Code Section 409A in connection with the payments and benefits
to be paid or provided to the Executive hereunder or under such Plan. To the extent that any provision hereof, or of any Plan,
is modified in order to comply with Code Section 409A, such modification shall be made in good faith, shall not impose any
additional costs on the Parent or the Company and shall, to the maximum extent reasonably possible, maintain the original intent
and economic benefit to the Executive and the Companies of the applicable provision without violating the provisions of Code Section 409A.


 


(b)          A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term
under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred
compensation under Code Section 409A (after taking into account all exclusions applicable to such payment or benefit under
Code Section 409A) and that is payable or to be provided to the Executive on account of his “separation from service,”
such payment or benefit shall be made or provided at the date which is the earliest to occur of (i) the expiration of the
six (6)-month period measured from the date of the Executive’s “separation from service, (ii) the date of the
Executive’s death, or (iii) such earlier date as may be permitted under Code Section 409A. Upon the expiration
of the foregoing delay period, all payments and benefits delayed pursuant to this Section 23(b) (whether they
would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed
to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance
with the normal payment dates specified for them herein.


 






    12 


     


    

 


(c)          To
the extent that the reimbursement of any expenses eligible for reimbursement or the provision of any in-kind benefits under this
Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A (after taking into
account all exclusions applicable to such reimbursements or benefits under Code Section 409A): (i) reimbursement of any
such expense shall be made as soon as practicable after such expense has been incurred, but any event no later than December 31
of the year following the year in which the Executive incurs such expense; (ii) the amount of such expenses eligible for reimbursement,
or in-kind benefits to be provided, in any calendar year shall not affect the amount of expenses eligible for reimbursement, or
in-kind benefits to be provided, in any other calendar year; and (iii) the Executive’s right to receive such reimbursements
or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.


 


(d)          For
purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement
shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the
sole discretion of the Company.


 


(e)          Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified
deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted
by Code Section 409A.


 


(f)           For
purposes of the foregoing, the term “Plan” shall mean any plan, program, agreement (other than this Agreement)
or other arrangement maintained by the Company, the Parent or any of the Companies’ Affiliates that is a “nonqualified
deferred compensation plan” within the meaning of Code Section 409A, and under which any payments or benefits are to
be made or provided to the Executive, to the extent they constitute a deferral of compensation subject to the requirements of Code
Section 409A after taking into account all exclusions applicable to such payments or benefits under Code Section 409A.


 






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24.          Definitions.


 


(a)          “Accrued
Benefits” means (i) any unpaid Base Salary through the date the Executive’s employment terminates, (ii) except
in the case of a termination of employment pursuant to Section 9(c), any earned and payable, but unpaid, Annual Bonus
(including any Annual Bonus payable pursuant to the last sentence of Section 4(b)); (iii) any accrued and unpaid vacation;
(iv) any amounts or benefits owing to the Executive or to the Executive’s beneficiaries under the then applicable benefit
plans of the Company in which the Executive participated immediately prior to the Date of Termination (excluding any severance
plan, program, agreement or arrangement); and (v) any amounts owing to the Executive for reimbursement of business expenses
properly incurred by the Executive prior to the Date of Termination and which are reimbursable in accordance with Section 4
or Section 5, provided that the Executive, or his estate or other legal representative, submits all expenses
and supporting documentation required within thirty (30) days of the Date of Termination (or one-hundred eighty (180) days in the
case of termination due to death). Amounts payable (A) under clauses (i), (ii) and (iii) shall be paid promptly
after the Date of Termination but in any event by no later than thirty (30) days after such date (or, in the case of (ii), when
bonuses are paid to executives of the Company generally); (B) under clause (iv) shall be paid in accordance with the
terms and conditions of the applicable plan, program or arrangement; and (C) under clause (v) shall be paid in accordance
with the terms of the applicable expense policy but in any event by no later than the time for payment of the reimbursement required
pursuant to Section 23(c)(i) above.


 


(b)          “Affiliate”
of a person or entity means any entity controlled by, in control of, or under common control with, such person or entity.


 


(c)          “Cause”
means: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties,
including, without limitation, misappropriation of funds or property of the Parent, the Company or any of their Subsidiaries or
Affiliates other than the occasional, customary and de minimis use of Company or Parent property for personal purposes; (ii) the
Executive’s commission of a felony or commission of a misdemeanor involving fraud or any misconduct by the Executive that
results in material injury or reputational harm to the Company, the Parent or any of their Subsidiaries and Affiliates; (iii) any
act or omission that constitutes a material breach by the Executive of (A) any of his obligations under any material agreement
with the Company, the Parent or any of their Affiliates (including this Agreement) or (B) any material written policy of the
Company, the Parent or any of their Subsidiaries and Affiliates, including the continued non-performance by the Executive of his
duties (other than by reason of the Executive’s physical or mental illness, incapacity or disability), in each case, which
has continued for more than thirty (30) days following written notice from the Board delineating such non-performance; (iv) a
breach by the Executive of any restrictive covenant by the Executive contained in any agreement between such Executive and the
Company, the Parent or any of their Affiliates (including in any incentive award agreement), provided, that an immaterial
and unintentional breach of the Covenants provided in Section 6 or Section 8 hereof shall not constitute
 “Cause”; (v) the Executive’s engaging in any intentional act of dishonesty, violence or threat of violence
(including any violation of federal securities Laws) which is or could reasonably be expected to be materially injurious to the
financial condition or business reputation of the Company, the Parent or any of their Subsidiaries or Affiliates; (vi) the
Executive’s illegal use of controlled substances during the performance of the Executive’s duties that adversely affects
the reputation or best interest of the Company, the Parent or any Affiliate thereof; or (vii) the Executive’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 or the Parent 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.


 






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(d)          “COBRA
Coverage Benefits” shall mean continued coverage for the Executive and his dependents under the Company’s group
health care benefit plans for a period of twelve (12) months following the Date of Termination, with the Executive (or in the event
of the Executive’s death, his dependents) paying the same portion of the total cost of such coverage that the Company’s
active employees are required to pay for such coverage, and the Company paying for that portion of such total cost as exceeds the
portion paid for by the Executive. The COBRA Coverage Benefits shall be provided to the Executive or his dependents subject to
(i) the Executive’s (or in the event of the Executive’s death, his dependent’s) making a timely election
of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
and remaining eligible for COBRA coverage during such period, and (ii) the Executive’s (or in the event of the Executive’s
death, his dependent’s) continued payment of the portion of the total cost of such coverage required to be paid by the Executive
as provided in the preceding sentence. The COBRA Coverage Benefits shall immediately cease to be provided hereunder on the date
on which the Executive commences to receive equivalent health care benefit coverage under a health care plan, or plans, of any
subsequent employer of the Executive. If and to the extent necessary in order for the Executive to avoid being subject to tax under
section 105(h) of the Code on any payment or reimbursement of any health care expenses made to him or for his benefit pursuant
to Section 9 hereof the Company shall impute as taxable income to the Executive an amount equal to the excess of (A) the
full actuarial cost of the health care benefit coverages provided to him and his dependents under Section 9 hereof
over (B) the portion of such total cost paid for by the Executive or his dependents for each period during which such coverages
are provided.


 


(e)          “Date
of Termination” means (i) if the Executive’s employment is terminated by the Executive’s death, automatically
on the date of the Executive’s death; (ii) if the Executive’s employment is terminated because of the Executive’s
Disability, five (5) calendar days after the Notice of Termination unless the Executive shall have returned to the performance
of the Executive’s duties on a full-time basis during such five (5)-day period; or (iii) if the Executive’s employment
is terminated during the Employment Period by the Companies or by the Executive, the date specified in the Notice of Termination;
provided that in the case of a termination by the Companies for Cause or a termination by the Executive for Good Reason
the Date of Termination shall occur no sooner than the completion of the applicable notice period (if any) and, if applicable,
opportunity to cure, as provided in the definitions of those terms this Section 24.


 


(f)           “Disability”
or “Disabled” means the inability of the Executive to perform the Executive’s material duties hereunder
due to a physical or mental injury, infirmity or incapacity, which is expected to exceed one hundred eighty (180) days (including
weekends and holidays) in any three hundred sixty-five (365)-day period. If any question shall arise as to whether the Executive
is Disabled to the extent that the Executive is unable to perform substantially all of his duties and responsibilities for the
Company and its Affiliates, the Executive shall, at the request of the Board in accordance with the Americans with Disabilities
Act of 1990 and the Family and Medical Leave Act of 1993, each as amended, submit to a medical examination by a physician selected
by the Board to whom the Executive or his guardian, if any, has no reasonable objection to determine whether the Executive is so
Disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and
the Executive fails to submit to the requested medical examination, the Board’s determination of the issue shall be binding
on the Executive.


 






    15 


     


    

 


(g)          “Good
Reason” means, if occurring without the Executive’s consent: (i) any act taken by the Company that results
in any material and sustained diminution in the Executive’s responsibilities or authority from those that are consistent
with his title; (ii) a failure of the Company to pay or cause to be paid the Executive’s Base Salary, Annual Bonus or
material employee benefits required to be provided to him, when due or (iii) any material breach of this Agreement by the
Company (each such event, a “Good Reason Condition”). Notwithstanding the foregoing, Good Reason will not be
deemed to exist unless (i) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (ii) the
Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within thirty (30) days of the first
occurrence of such condition; (iii) the Executive cooperates in good faith with the Company's efforts, if any, for a period
of not less than thirty (30) days following such notice (the “Cure Period”), to remedy the Good Reason Condition;
(iv) notwithstanding such efforts, or in the event the Company does not remedy such event, the Good Reason Condition continues
to exist; and (v) the Executive terminates his or her employment within ninety (90) days after the Good Reason Condition has
occurred; provided, that, for the avoidance of doubt, if the Company cures the Good Reason Condition during the Cure Period,
Good Reason shall be deemed not to have occurred.


 


(h)          “Post-Termination
Benefits” shall mean, at the Parent’s election, either (i) payment by the Companies to the Executive of an
amount equal to the cost of any perquisites, welfare benefits, and retirement plan contributions the Executive would otherwise
have been eligible to receive in the twelve (12) months following the Executive’s Date of Termination, or (ii) the provision,
for twelve (12) months following the Executive’s Date of Termination, in kind by the Company to the Executive of the perquisites,
welfare benefits, or retirement plan contributions described in clause (i) of this definition, provided that, in the
case of provision of benefits under clause (ii), the Parent has determined in its reasonable and sole discretion that it would
be permissible to do so under the terms of any applicable plan and applicable law. For the sake of clarity, COBRA Coverage Benefits
shall be as provided in Section 24(d) above.


 


(i)           “Pro-Rata
Bonus” shall mean, to the extent actually earned, a pro-rata portion of the Executive’s Annual Bonus for the plan
year in which the Executive’s termination occurs based on the actual Annual Bonus earned for the year in which termination
occurs (such pro-ration to be determined by multiplying the amount of such bonus which would be payable to the Executive if he
had remained in employment with the Company for the full plan year by a fraction, the numerator of which is the number of days
during the plan year of termination that the Executive was employed by the Company, and the denominator of which is 365), which
shall be payable by the Company to the Executive (or in the event of his death, to his estate or legal representatives) at such
time when bonuses are paid to executives of the Companies generally or, if later, on the Payment Date.


 






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IN WITNESS WHEREOF,
the undersigned have duly executed and delivered this Agreement as of March 2, 2021.


 


	 	HAYWARD INDUSTRIES, INC.



 


	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	Title:	 



 


	 	HAYWARD HOLDINGS, INC.



 


	 	By:	 
	 	 	 
	 	Name:	 
	 	Title:	 



 


	 	 
	 	EXECUTIVE
	 	 
	 	 
	 	Rick Roetken



 


[Signature Page to Employment Agreement]


 






     


     


    

 


EXHIBIT A


 


Release


 


For good and valuable
consideration, including the rights and obligations contained in the Amended and Restated Employment Agreement dated as of March 2,
2021 (the “Employment Agreement”) this agreement and release is entered into by and among Rick Roetken (the
 “Executive”), Hayward Industries, Inc. (the “Company”) and Hayward Holdings, Inc.
(the “Parent”) (the “Release”). (Together, the Company and the Parent may hereinafter be
referred to as the “Companies.”)


 


		1.	The Executive, on behalf of himself and his dependents, heirs, administrators, agents, personal
representatives, executors, successors and assigns (together with the Executive, the “Executive Releasees”),
does hereby irrevocably, completely and unconditionally release, waive and forever discharge the Companies and their past, present
and future parents, subsidiaries, affiliated corporations, partnerships, joint ventures, employee benefit plans, insurers and their
predecessors, successors and assigns (collectively, “Company Affiliates”) and all of the Company Affiliates’
past, present and future shareholders, directors, officers, employees, agents, trustees, and representatives, both individually
and in their official capacities, and their successors and assigns (together with the Company Affiliates, the “Company
Releasees”), from any and all actions, rights, claims, demands, obligations, liabilities, attorneys’ fees and causes
of action of any kind or description whatsoever, in law, equity or otherwise, whether known or unknown, whether past or present,
including, without limitation, those arising out of or in any way related to the Executive’s employment, or termination of
employment, with either or both of the Companies (including any events, acts, conduct or omissions related thereto) occurring at
any time prior to or at the date on which the Executive signs and returns this Release (the “Release Date”),
including, but not limited to, any action, claim, demand, obligation, liability or cause of action arising under any Federal, state,
or local law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1871, 1964
and 1991, the Equal Pay Act, the Americans with Disabilities Act of 1990, the National Labor Relations Act, the Fair Labor Standards
Act of 1938, the Employee Retirement Income Security Act of 1974 (other than any claim as excepted below), the Age Discrimination
in Employment Act of 1967, all as amended, and the wage and hour, wage payment and fair employment practices laws of the state
or states in which the Executive has been employed), tort, contract or any other legal obligation (collectively, the “Claims”);
provided, however, the Executive does not release any of the following Claims:



 


		a.	any Claim to workers’ compensation or unemployment insurance benefits;



 


		b.	any Claim arising from a breach of the Employment Agreement following the Release Date, including
any right to enforce the Employment Agreement;



 


		c.	any Claim for indemnification in accordance with applicable laws, the applicable constituent documents
(including bylaws and certificates of incorporation) of the Company, the Parent or any Company Affiliate, and any applicable insurance
policy with respect to any liability the Executive incurs or has incurred as a director, officer or employee of the Company, the
Parent or any Company Affiliate;



 






    A-1 


     


    

 


		d.	any Claim the Executive may have to obtain contribution as permitted by law in the event of entry
of judgment against the Executive as a result of any act or failure to act for which the Executive and the Company, the Parent
and/or any Company Affiliate are jointly liable in whole or in part;



 


		e.	any Claim that by law may not be released by private agreement without judicial or governmental
review and approval; or



 


		f.	any Claim that arises after the Release Date.



 


		2.	Nothing contained in this Release shall be construed to prohibit the Executive from filing a charge
with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a
comparable state or local agency, provided, however, that the Executive hereby agrees to waive his right to recover monetary
damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by
the Executive or by anyone else on his behalf.



 


		3.	The following shall apply in connection with the signing of this Release:



 


		a.	The Executive acknowledges and agrees that he has no less than [twenty-one (21)/forty-five (45)]1
days in which to consider this Release (though he may choose voluntarily to sign it earlier) and is hereby advised that this Release
creates a legally binding obligation and that the Executive should therefore consult an attorney about this Release (though he
may choose voluntarily not to do so).



 


		b.	The Executive represents that he has read this Release carefully; has had the opportunity to consult
with an attorney of the Executive’s own choosing about the Release; understands fully what this Release means; and is entering
into it knowingly, voluntarily, and without coercion.



 


		c.	The Executive may not sign and return this Release to the Companies earlier than the Date of Termination
(as defined in the Employment Agreement) and must sign and return it no later than [twenty-one (21)/forty-five (45)]2
calendar days following the later of (i) the Date of Termination and (ii) five (5) calendar days following the date
of delivery of this Release to the Executive as provided in Section 9(g) of the Employment Agreement (such period of
time being the “Release Consideration Period”). The Executive will have an additional seven (7) calendar
days after the Release Date in which to revoke his acceptance by providing written notice of revocation to the Companies (such
period of time the “Release Revocation Period”). The Release will not be effective until the date upon which
the Release Revocation Period has expired, which will be the eighth (8th) calendar day after the Release Date, if not previously
revoked.



 





 






		1	To be determined by the Company at the time of separation.



		2	To be determined by the Company at the time of separation.





 






    A-2 


     


    

 


		d.	By signing this Release, Executive represents that (i) he is signing it voluntarily and with
a full understanding of its terms, (ii) he has had sufficient opportunity, before signing this Release, to consider its terms
and consult with an attorney (if he so wished to do so) and (iii) he has not relied on any promises or representations, express
or implied, that are not set forth expressly in this Release.



 


		4.	The Executive represents that as of the date he has executed this Release he has not assigned to
any other party, and agrees not to assign, any Claim released by the Executive herein.



 


		5.	The Executive represents that he has returned to the Companies any and all documents, materials
and information (whether in hardcopy, on electronic media or otherwise) related to the business of the Companies or their affiliates
(whether present or otherwise), and all keys, access cards, credit cards, computer hardware and software, telephones and telephone-related
equipment and all other property of the Companies or their affiliates in the Executive’s possession or control. Further,
the Executive agrees that he has not retained any copy or derivation of any documents, materials or information (whether in hardcopy,
on electronic media or otherwise) of the Companies or their affiliates.



 


		6.	Whenever possible, each provision of this Release shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Release is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Release shall be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained herein.



 


		7.	This Release may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument.



 


		8.	This Release shall be governed by and construed and interpreted in accordance with the laws of
the State of New Jersey without reference regard to principles of conflicts of law that would result in the application of the
laws of any other jurisdiction.



 


[remainder of page intentionally
blank]


 






    A-3 


     


    

 


IN WITNESS WHEREOF,
the Executive, the Company and the Parent have executed this Release each as of the date indicated below.


 





 


AGREED AND EXECUTED:


 


	 	 	 	 	 	 	RICK ROETKEN
	 	 	 	 	 	 	 
	Dated:	 	, 20	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	HAYWARD INDUSTRIES, INC.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Dated:	 	, 20	 	 	 	 
	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	Title:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	HAYWARD HOLDINGS, INC.
	 	 	 	 	 	 	 
	Dated:	 	, 20	 	 	 	 
	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	Title:



 






    A-4