HAYWARD HOLDINGS, INC. (a Delaware corporation) 24,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2022 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
HAYWARD HOLDINGS, INC. (a Delaware corporation) 22,259,780 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 3, 2023 HAYWARD HOLDINGS, INC. (a Delaware corporation) 22,259,780 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2023 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery
This Indemnification Agreement (this “Agreement”) is made and entered into as of [●], 2021, by and among Hayward Holdings, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2023 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New Jersey
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 Lesley Billow (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 October 19, 2020 (the “Prior Agreement”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SECOND Amended and restated Hayward HOLDINGS, Inc. 2017 Equity Incentive Plan Name of Optionee: Eifion jones (the “Optionee”)Non-Qualified Stock Option Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • Delaware
Pursuant to the Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Class B Common Stock, par value $0.001 per share of stock (“Stock”), of the Company indicated above (the “Option Shares of Stock,” and such shares of stock once issued shall be referred to as the “Issued Shares of Stock”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in
Hayward Holdings, Inc. 2021 Equity Incentive Plan Non-Statutory Stock Option AgreementNon-Statutory Stock Option Agreement • March 3rd, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery
This agreement (this “Agreement”) evidences a stock option granted by Hayward Holdings, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Hayward Holdings, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AMENDMENT NO. 3 TO ABL CREDIT AGREEMENTCredit Agreement • February 28th, 2023 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
This AMENDMENT NO. 3 TO ABL CREDIT AGREEMENT, dated as of October 7, 2022 (this “Amendment”), is entered into by and among Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), Hayward Industries, Inc., a New Jersey corporation (the “US Borrower” or “Lead Borrower”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower” and, together with the US Borrower, the “North American Borrowers”), Hayward Ibérica, S.L.U., a Spanish private limited liability corporation (Sociedad Limitada Unipersonal) (the “Spanish Borrower” and, together with the North American Borrowers, the “Borrowers”), the other Restricted Subsidiaries of the Lead Borrower party hereto, as Subsidiary Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent (together with its designated branches and Affiliates in such capacities, the “Administrative Agent”), and the Lenders party hereto (cons
SECOND LIEN CREDIT AGREEMENT Dated as of August 4, 2017 among HAYWARD ACQUISITION CORP., as Initial Borrower, to be merged with and into HAYWARD INDUSTRIES, INC., as survivor of the Merger and Borrower HAYWARD INTERMEDIATE, INC., as Holdings, THE...Security Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
SECOND LIEN CREDIT AGREEMENT, dated as of August 4, 2017 (this “Agreement”), by and among Hayward Acquisition Corp., a New Jersey corporation (the “Initial Borrower”, to be merged with and into the Company (as defined below) pursuant to the Merger (as defined below), with the Company as survivor of the Merger, the “Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto including Bank of America, N.A. (“Bank of America”), in its capacities as administrative agent and collateral agent (the “Administrative Agent”).
AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 2nd, 2023 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 4, 2017, as amended as of September 28, 2018, as further amended as of October 28, 2020, as further amended and restated as of May 28, 2021, and as further amended as of December 13, 2022, and as further amended as of May 22, 2023, this “Agreement”), by and among Hayward Industries, Inc., a New Jersey corporation (the “Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto including Bank of America, N.A. (“Bank of America”), in its capacities as administrative agent and collateral agent (the “Administrative Agent”) with Bank of America and Truist Securities, Inc. (“Truist”) as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers” and each an “Arranger”).
RESTRICTED STOCK AGREEMENT UNDER THE Hayward HOLDINGS, Inc. SECOND AMENDED AND RESTATED 2017 Equity Incentive PlanRestricted Stock Agreement Under • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • Delaware
Pursuant to the Hayward Holdings, Inc. Second Amended and Restated 2017 Equity Incentive Plan (as amended, modified, supplemented or restated and in effect from time to time, the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants to the individual named above, who is an employee of the Company or any of the Subsidiaries, the shares of Restricted Stock (as defined below), pursuant to which the shares of Restricted Stock are valued at the Per Share Value, which Per Share Value represents the Fair Market Value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Holder agrees to the provisions set forth herein, as well as the provisions set forth in the Charter and the Stockholders' Agreement in respect of the Restricted Stock, and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the shares of Restricted Stock to him.
HAYWARD HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF March 16, 2021Stockholders’ Agreement • March 9th, 2022 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • Delaware
ABL CREDIT AGREEMENT Dated as of August 4, 2017 among HAYWARD ACQUISITION CORP., as Initial US Borrower, to be merged with and into HAYWARD INDUSTRIES, INC., as survivor of the Merger and US Borrower, HAYWARD POOL PRODUCTS CANADA, INC. / PRODUITS DE...Security Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
ABL CREDIT AGREEMENT, dated as of August 4, 2017 (this “Agreement”), by and among Hayward Acquisition Corp., a New Jersey corporation (the “Initial US Borrower”, to be merged with and into the Company (as defined below) pursuant to the Merger (as defined below), with the Company as survivor of the Merger, the “US Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower”), the Lenders from time to time party hereto, including Bank of America, N.A. (“Bank of America”), and Bank of America, in its capacities as administrative agent and collateral agent (the “Administrative Agent”), the Swingline Lender and the Issuing Bank, with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Jefferies Finance LLC (“Jefferies”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), Nomura Securities International, Inc. (“Nomura”), PNC Ca
AMENDMENT NO. 2 TO ABL CREDIT AGREEMENTAbl Credit Agreement • June 3rd, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
this Compliance Certificate [and the disclosure set forth below specifies, in reasonable detail, the nature of any such condition or event and any action taken or proposed to be taken with respect thereto.]
AMENDMENT NO. 1Hayward Holdings, Inc. • February 17th, 2021 • Refrigeration & service industry machinery • New York
AMENDMENT NO. 1 (this “First Amendment”) dated as of March 30, 2018 to the ABL Credit Agreement dated as of August 4, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among Hayward Industries, Inc., a New Jersey corporation (the “Lead Borrower”), Hayward Intermediate, Inc. a Delaware corporation (“Holdings”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower” and, together with the Lead Borrower, each a “Borrower” and, collectively, the “Borrowers”), the Lenders from time to time party thereto, including Bank of America, N.A. (“Bank of America”), and Bank of America, in its capacities as administrative agent and collateral agent (in such capacities, the “Agent”), the Swingline Lender and the Issuing Bank.
RESTRICTED STOCK SUBSCRIPTION AGREEMENT UNDER THE HAYWARD HOLDINGS, INC.Restricted Stock Subscription Agreement • January 21st, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • Delaware
Pursuant to the Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the shares of Restricted Stock (as defined below) at the Per Share Purchase Price, which Per Share Purchase Price represents the Fair Market Value per share on the Subscription Date, subject to the terms and conditions set forth herein and in the Plan. The parties agree that the Per Share Purchase Price constitutes the “fair market value” of the shares of Restricted Stock for purposes of Section 83 of the Internal Revenue Code of 1986, as amended, and shall take a consistent position for federal income tax purposes. The Subscriber agrees to the provisions set forth herein, as well as the provisions set forth in the Charter and the Stockholder
HAYWARD HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF March 16, 2021Stockholders’ Agreement • May 18th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery
HAYWARD HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN Performance Stock Unit AgreementPerformance Stock Unit Agreement • March 9th, 2022 • Hayward Holdings, Inc. • Refrigeration & service industry machinery
This agreement (this “Agreement”) evidences a grant (the “Award”) of Performance Stock Units (“PSUs”) by Hayward Holdings, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Hayward Holdings, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Hayward Holdings, Inc. 2021 Equity Incentive Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 3rd, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Hayward Holdings, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Hayward Holdings, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Anthony P. Colucci ReleaseHayward Holdings, Inc. • February 17th, 2021 • Refrigeration & service industry machinery • New Jersey
For good and valuable consideration, and in satisfaction of the Executive’s rights under the Employment Agreement dated as of May 17, 2018 (the “Employment Agreement”), which rights are set forth in full on Schedule A hereto, which is incorporated by reference herein, this agreement and release (the “Release”) is entered into by and among Antony P. Colucci (the “Executive”), Hayward Industries, Inc. (the “Company”) and Hayward Holdings, Inc. (the “Parent”, and together with the Company, the “Companies”).
Amended and restated EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New Jersey
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”).
RELOCATION AGREEMENTRelocation Agreement • February 29th, 2024 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • North Carolina
THIS RELOCATION AGREEMENT (this "Agreement") is made and entered into as of November 14, 2023 (the "Effective Date") by and between Hayward Industries, Inc., a New Jersey corporation (the "Company") and Kevin Holleran (the "Executive") (the Company and the Executive, individually, a "Party" and, collectively, the "Parties"). In recognition of the expense that the Company will incur by relocating Executive to the Charlotte, North Carolina Metro Area, the Executive agrees to execute this Agreement.
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SECOND Amended and restated Hayward HOLDINGS, Inc. 2017 Equity Incentive Plan Name of Optionee: [·] (the “Optionee”)Assignment Agreement • December 14th, 2020 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • Delaware
Pursuant to the Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Class B Common Stock, par value $0.001 per share of stock (“Stock”), of the Company indicated above (the “Option Shares of Stock,” and such shares of stock once issued shall be referred to as the “Issued Shares of Stock”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in
Anthony P. Colucci ReleaseHayward Holdings, Inc. • January 21st, 2021 • Refrigeration & service industry machinery • New Jersey
For good and valuable consideration, and in satisfaction of the Executive’s rights under the Employment Agreement dated as of May 17, 2018 (the “Employment Agreement”), which rights are set forth in full on Schedule A hereto, which is incorporated by reference herein, this agreement and release (the “Release”) is entered into by and among Antony P. Colucci (the “Executive”), Hayward Industries, Inc. (the “Company”) and Hayward Holdings, Inc. (the “Parent”, and together with the Company, the “Companies”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New Jersey
This Employment Agreement (the "Agreement") is made and entered into as of May 16, 2022 by and among Hayward Industries, Inc. (the "Company"), Hayward Holdings, Inc. (the "Parent") and John Collins (the "Executive") (the Company, the Parent and the Executive, individually, a "Party") and, collectively, the "Parties"). (Hereinafter the Company and the Parent together may be referred to as the "Companies.") Terms used herein with initial capitalization not otherwise defined are defined in Section 24 hereof.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • December 14th, 2020 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of September 28, 2018 (this “Amendment”), is entered into by and among Hayward Industries, Inc., a New Jersey corporation (the “Borrower”), Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and the undersigned 2018 Incremental Term Lenders (as defined below).
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2023 • Hayward Holdings, Inc. • Refrigeration & service industry machinery
This First Amendment to the Amended and Restated Employment Agreement (this “First Amendment”) is entered into and effective as of July 18, 2023 (the “Amendment Effective Date”), between Hayward Industries, Inc. (the “Company”), Hayward Holdings, Inc. (the “Parent”) and Kevin P. Holleran (the “Executive”) (the Company, the Parent and the Executive, individually, a “Party” and, collectively, the “Parties”).
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • December 14th, 2020 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
This AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 28, 2020 (this “Amendment”), is entered into by and among Hayward Industries, Inc., a New Jersey corporation (the “Borrower”), Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and the undersigned 2020 Incremental Term Lenders (as defined below).
EXECUTIVE PLAN BASIC PLAN DOCUMENT CORPORATEplan for Retirement EXECUTIVE BASIC PLAN DOCUMENTHayward Holdings, Inc. • March 3rd, 2021 • Refrigeration & service industry machinery • Massachusetts
