Exhibit 10.8
VYLORINC.
STOCKACCUMULATIONANDDEFERRED
COMPENSATION PLAN FOR DIRECTORS
(EffectiveOctober1,2026)
1.
PURPOSEOFTHEPLAN
ThepurposeoftheVylorInc.StockAccumulationandDeferredCompensationPlanforDirectors(the“Plan”)isto permit Directors to defer the payment of all or a specified part of their compensation for services performed as Directors.
ThisPlanis intended to reflect the requirements of Section 409A of the Internal Revenue Code of 1986, as amended(“Code”)andtherulingsandregulationsissuedthereunder(collectively,“CodeSection409A”)andshall be administered and construed in accordance with such requirements.
All accounts held under the E.I. DuPont de Nemours and Company Stock Accumulation and Deferred CompensationPlanforDirectors(the“CortevaPlan”)asofimmediatelypriortoOctober1,2026forDirectorswho are eligible to participate in this Plan shall be transferred, effective October 1, 2026, to this Plan.Notwithstanding any provision of this Plan to the contrary, any elections in effect for such Directors under the Corteva Plan immediatelypriortoOctober1,2026,including,withoutlimitation,electionsasto thetimeandformofpaymentof transferred amounts, but excluding beneficiary designation elections not maintained electronically as specified by the Committee, shall be recognized and preserved under this Plan until changed (if at all) in accordance with the terms of this Plan.
The provisions of this Plan shall apply to all amounts deferred on and after October 1, 2026, including amounts deferredwithrespecttoservicesperformedduringtheperiodfromOctober1,2026throughDecember31,2026.
2.
ELIGIBILITY
Members of the Board of Directors of Vylor Inc. (the “Company”) who are not employees of the Company or anyof its subsidiaries or affiliates shall be eligible undethis Plan to defer compensation for services performed as Directors.
3.
ADMINISTRATIONANDAMENDMENT
The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”). The decision of the Committee with respect to any questions arising as to the interpretation of this Plan, including the severability of any and all of the provisions thereof, shall be final, conclusive and binding. The Board of Directors of the Company reserves the right to modify the Plan from time to time, or to terminate the Plan entirely, provided, however, that (1) no modification of the Plan shall operate to annul an election already in effect for the current calendar year or any preceding calendar year; (2) that the foregoing shall not preclude any amendmentnecessaryordesirabletoconformtochangesinapplicablelaw,including,butnotlimitedto,changesin the Code; and (3) upon termination of the Plan, except to the extent otherwise permitted under Code Section 409A, all balances will be distributed in accordance with the terms of the Plan as in effect on the date of termination.
The Committee is authorized, subject to the provisions of the Plan, from time to time to establish such rules and regulationsas itdeemsappropriate for theproper administrationofthePlan, and tomakesuchdeterminations and take such steps in connection therewith as it deems necessary or advisable.
4.
COMPLIANCEWITHSECTION16OFTHEEXCHANGEACT/CHANGEINLAW
ItistheCompany’sintentthatthePlancomplyinallrespectswithRule16b-3oftheExchangeAct,oritssuccessor, andanyregulationspromulgatedthereunder.IfanyprovisionofthisPlan isfoundnottobeincompliancewithsuch rule and regulations, the provision shall be deemed null and void, and the remaining provisions of the Plan shall continue in full force and effect. All transactions under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and the regulations promulgated thereunder.
TheBoardofDirectorsmay,initssolediscretion,modifythetermsandconditionsofthisPlaninresponsetoand consistent with any changes in applicable law, rule or regulation.
5.
ELECTIONTODEFERANDFORMOFPAYMENT
Notwithstanding anything in this Plan to the contrary, with respect to compensation earned during the period beginningOctober1,2026andendingDecember31,2026,eachdeferralelectionproperlymadebyaDirectorunder the Corteva Plan for calendar year 2026 and in effect immediately prior to October 1,2026 shall bedeemed to be an election under this Plan and shall continue to apply to compensation earned during such period. No new election shall be required with respect to such compensation. Effective for compensation earned on and after January 1,2027, elections shall be made in accordance with the provisions of this Section 5.
OnorbeforeDecember31ofanycalendaryear,aDirectormayelecttodefer,intheformofcashorstockunits,the payment of all or a specified part of all fees payable to the Director for services as a Director during the following calendar year.
To the extent permitted under Code Section 409A, any person who shall become a Director during any calendar year,andwhowasnotaDirectoroftheCompanyontheprecedingDecember31,mayelect,withinthirtydaysafter election totheBoard,todeferin thesamemannerthereceiptofthepaymentofalloraspecifiedpartoffeesnotyet earned for the remainder of that calendar year in the form of cash or stock units.
AtthetimeaDirectorelectstodeferhis/herfeesforacalendaryear,he/shemustalsoelect:
i.
thepaymenteventforsuchdeferredamounts(aspecifiedcalendaryearorhis/herseparationfromservice (within the meaning of Code Section 409A))
ii.
withrespecttoamountsdeferredtoseparationfromservice,theformofpayment(lumpsumorequal annual installments)
iii.
thenumberofequalannualinstallments,ifapplicable;and
iv.
the calendar year following his/her separation from service in which payment(s) of such deferred amounts shall commence (if distribution is to commence by reason of a separation from service). For purposes of clarity,calendaryearinthiscontextreferstothesequentialcalendaryearfollowingseparationfromservice (for example, first calendar year, second calendar year, etc.))
Amounts deferred to a specified year shall be payable only in a lump sum during the specified calendar year. If amounts are payable in equal annual installments, the first annual installment shall be made in the calendar year specifiedpursuantto(iv)abovewithremaininginstallmentspaidinsuccessivecalendaryearsuntilallinstallments have been paid.
ElectionsshallbemadebywrittennoticedeliveredtotheSecretaryoftheCommittee.Allsuchelectionsasto deferral and form of payment are irrevocable.
6.
DIRECTORS’ACCOUNTS
Fees deferred in the form of cash shall be held in the general funds of the Company and shall be credited to an account in the name of the Director. Deferred cash will bear interest at a rate corresponding to the average 30-year Treasury securities rate applicable for the quarter (or at such other rate as may be specified by the Committee from time to time). Interest will be compounded quarterly and will also be deferred. If the rate changes, the new rate will apply to all deferred cash amounts beginning with the following quarter. Fees deferred in the form of stock units shall be allocated to each Director’s account based on the closing price of the Company’s common stock as reported on the Composite Tape of the New York Stock Exchange (“Stock Price”) on the date the fees would otherwise have been paid. The Company shall not be required to reserve or otherwise set aside shares of common stock for the paymentof its obligations hereunder, but shall make available as and when required a sufficient number of shares of common stock to meet the needs of the Plan. An amount equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in common stock of the Company) payable on the numberof shares represented by the number of stock units in each Director’s account will be allocated to each Director’s account in the form of stock units based upon the Stock Price on the dividend payment date. Any stock dividends
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payableonsuchnumberofshareswillbeallocatedintheformofstockunits.Ifadjustmentsaremadetooutstanding shares of common stock as a result of split-ups, recapitalizations, mergers, consolidations and the like, anappropriate adjustment shall also be made in the number of stock units in a Director’s account. Stock units shall not entitle any person to rights of a stockholder unless and until shares of Company common stock have been issued to that person with respect to stock units as provided in Article 7.
7.
PAYMENTFROMDIRECTORS’ACCOUNTS
The aggregate amount of deferred fees, together with interest and dividend equivalents accrued thereon, shall be paid in accordance with the time and form of payment elections made by the Director under paragraph 5. Amounts creditedtoaDirector’saccountin cashshallbepaidin cash andamountscreditedin stockunitsshallbepaidinone share of common stock of theCompany for each stock unit, except that a cash payment will be made with any final installmentforanyfractionofastockunitremainingintheDirector’saccount.Suchfractionalshareshallbevalued at the closing Stock Price on the date of settlement. Restricted stock units payable in cash, and the dividend equivalents associated with such deferred units, shall be paid in cash, each unit to equal the value of one share of CompanycommonstockbasedontheaverageofthehighandlowpricesofCompanycommonstockasreportedon the Composite Tape of the New York Stock Exchange as of the effective date of payment.
8.
PAYMENTINEVENTOFDEATH
ADirectormayfilewith theSecretaryoftheCommitteeawrittendesignationofabeneficiaryforhisorheraccount under the Plan on such form as may be prescribed by the Committee, and may, from time to time, amend or revoke such designation. If a Director should die before all deferred amounts credited to the Director’s account have been distributed, the balance of any deferred fees and interest and dividend equivalents then in the Director’s account shall be paid to the Director’s designated beneficiary upon the Director’s death.
If the Director did not designate a beneficiary, or in the event that the beneficiary designated by the Director shall havepredeceasedtheDirector,thebalanceintheDirector’saccountshallbepaidpromptlytotheDirector’sestate.
9.
NONASSIGNABILITY
DuringaDirector’slifetime,therighttoanydeferredfees,includinginterestanddividendequivalentsthereon,shall not be transferable or assignable, except as may otherwise be provided in rules established by the Committee.
10.
GOVERNINGLAW
ThevalidityandconstructionofthePlanshallbegovernedbythelawsoftheStateofDelaware.
EXECUTIONPAGE
INWITNESSWHEREOF,VylorInc.hascausedthisStockAccumulationandDeferredCompensationPlanfor Directors to be adopted and executed by its duly authorized officer, effective as of October 1, 2026.
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