NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SECOND Amended and restated Hayward HOLDINGS, Inc. 2017 Equity Incentive Plan Name of Optionee: (the “Optionee”)Non-Qualified Stock Option Agreement • January 21st, 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
RESTRICTED STOCK AGREEMENT UNDER THE Hayward HOLDINGS, Inc. SECOND AMENDED AND RESTATED 2017 Equity Incentive PlanRestricted Stock Agreement Under • January 21st, 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.
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
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”).
