Exhibit 10.2

RETIREMENT AGREEMENT

This Retirement Agreement (the “Agreement”), dated as of June 12, 2022 (the “Effective Date”), is made and entered into by and among Latham Pool Products, Inc. (the “Company”), Latham Group, Inc., (“Parent”) and J. Mark Borseth (the “Employee,” and collectively, the “Parties”).

WHEREAS, the Employee is employed by the Company pursuant to the employment agreement dated as of February 12, 2020 as amended April 6, 2022, between the Employee and the Company (collectively the “Employment Agreement”);

WHEREAS, pursuant to the terms of the Employment Agreement, the Employee serves as the Company’s Chief Financial Officer;

WHEREAS, the Employee desires to retire from the Company and any of its subsidiaries and affiliates, including Parent (the “Company Group”) and Employee and the Company have agreed that Employee shall cease serving as the Chief Financial Officer of the Company Group effective as of July 11, 2022 (the “Resignation Date”) and in order to provide a smooth transition the Employee shall continue to be employed as a non executive employee of the Company until December 31, 2022 (the “Retirement Date”);

WHEREAS, on the Resignation Date, the Employee shall resign as Chief Financial Officer of the Company Group and the Employee shall cease to be an executive officer of the Parent provided that Employee shall continue to be a non executive employee of the Company until the Retirement Date;

WHEREAS, the Company wishes to provide the Employee with a retirement package, which is conditioned on the Employee’s timely execution of this Agreement and fulfilling his obligations in this Agreement;

NOW THEREFORE, in consideration of the promises, mutual covenants, and other good and valuable consideration set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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If to the Company Group:
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Latham Pool Products, Inc.

Attention: Melissa Feck

787 Watervliet Shaker Road

Latham, NY 12119

Email: melissafeck@lathampool.com

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with a copy (which shall not constitute notice):

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Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: Angelo Bonvino, Esq.
Email: abonvino@paulweiss.com

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If sent to the Employee, to the last known address as updated on the Company’s records.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.

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LATHAM POOL PRODUCTS, INC.

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EMPLOYEE

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EXHIBIT A

GENERAL RELEASE

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EXHIBIT A

Release of Claims

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Retirement Agreement dated June 12, 2022 by and between Latham Pool Products, Inc. (the “Company”), Latham Group, Inc., (“Parent”) and J. Mark Borseth (my “Retirement Agreement”).

For and in consideration of the Retirement Benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge Parent, the Company and each of its direct and indirect subsidiaries, and all of their respective predecessors, successors, and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company and or Parent (collectively, the “Company Releasees”), from any and all claims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents,

heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws.

I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my Retirement Benefits in accordance with the terms of the Retirement Agreement or (ii) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC.

I acknowledge that I have been given at least 21 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before 21 days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period.

I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period.

This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the Retirement Benefits unless this Release is effective on or before the date that is 30 days following the date of my termination of employment.

I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates.

The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release.

This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the Court of Chancery of the State of Delaware, or, if the Court of Chancery refuses to accept jurisdiction, the federal or state courts located in Wilmington, Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release.

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Exhibit B

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(a) 106,606 shares of restricted stock will vest on June 27, 2022. An additional 106,606 shares of restricted stock shall vest on December 27, 2022 subject to Employee’s compliance with his obligations under this Agreement. All other shares of restricted stock shall be forfeited without payment.

All unvested options shall be cancelled without payment.

For clarification, in addition to the equity awards set forth above, Employee currently owns 241,085 shares of vested stock and in connection with the 191,293 shares of vested stock set forth in the first row of the table above, as of June 12, 2022, the Employee owns 432,378 shares of stock. As noted in (a) above, on June 27, 2022, the Employee shall vest in an additional 106,606 shares so his vested total shall be 538,984 and on December 27, 2022, Employee shall vest in an additional 106,606 shares so his vested total shall be 645,590.

The Company will cooperate in good faith and provide reasonable assistance to the Employee in order to ensure that any vested shares are transferred to eTrade, subject to compliance with applicable law.

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Exhibit C

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During the Transition Period, the Employee shall continue to be paid his current base salary (at an annual rate of $370,000) on a bi weekly basis. During the Transition Period, the Employee shall (i) assist with finance activities for the second and third quarter of 2022, (ii) assist with investor relations and earnings call support with the new CFO and CEO, (iii) provide support to the new CFO (including serving as a mentor) in order to ensure a smooth transition (including providing counsel on historic, strategic and policy issues), (iv) assist in the preparation of forecasting and the 2023 budget planning, (v) attend the board of directors meeting scheduled for August and (v) to perform such other duties and responsibilities as reasonably requested by the CEO and agreed to by the Employee (such agreement not to be unreasonably withheld). The Employee acknowledges and agrees that during the Transition Period Employee may not resign for Good Reason (as defined under the Employment Agreement).