EX-10.710-12B/A·CIK 2128626·0001193125-26-391356

EX-10.7

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FILING DETAILS

Filer
Vylor Inc.
Filed
Sep 15, 2026
SEC file no.
001-43376
State of inc.
DE
SIC
0100
Location
JOHNSTON, IA

Exhibit 10.7

VylorManagementDeferredCompensationPlan

(Effective October 1, 2026)

Article 1Purpose.

Section 1.01 Purpose.Pioneer Hi-Bred International, Inc. (the “Company”), a wholly-owned subsidiary of Vylor Inc., desires to provide certain of its employees with an opportunityto accumulate additional retirement savings through voluntary compensation deferral contributions to a plan intended to constitute a non-qualified deferred compensation plan which, inaccordancewithSections201(2),301(a)(3)and401(a)(1)oftheEmployeeRetirementIncome Security Act of 1974, as amended (“ERISA”), is unfunded and maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.The Company intends that a participant’s compensation deferrals, and the earnings thereon, will not be subject to federal income tax until such amounts are paid or made available to the participant.

Section 1.02 Spinoff from Corteva Agriscience, LLC Management DeferredCompensation Plan.All accounts held under the Corteva Plan for Eligible Employees as of immediatelypriortoOctober1,2026shallbetransferred,effectiveOctober1,2026,tothisPlan. Notwithstanding any provision of this Plan to the contrary, any elections relating to such transferred amounts, including, without limitation, elections as to the time and form of payment and elections as to deemed investments, shall be recognized and preserved under this Plan for suchtransferredamounts.AllDeferralContributionsmadeonandafterOctober1,2026shallbe subject to the terms of this Plan.

Article2Definitions.

Section 2.01 “Account”meanseachaccountestablishedonthebooksofaccountof the Employer to reflect the balance of Plan benefits attributable to a Participant.An Account shall be credited or debited, as applicable, with Deferral Contributions, Credited Investment Return and Dividend Equivalent Units, and any payments made by the Employer to the Participant or theParticipant’sBeneficiarypursuanttothisPlan.AParticipant’sAccountshallbedividedinto Distribution Subaccounts, with respect to which he/she shall be permitted to make Deemed Investment Elections.

Section 2.02 “ActiveParticipant”meansaParticipantonwhosebehalfacurrent Deferral Election is in effect.

Section 2.03“Administrator”meanstheCompany.

Section 2.04 “Affiliate”meansanycorporation,organizationorentitywhichisunder common control with the Company or which is otherwise required to be aggregated with the Company pursuant to paragraphs (b), (c), (m), or (o) of Section 414 of the Code.

Section 2.05 “BaseSalary”meansthebasicpayfromtheEmployer(excludingLTI Awards and STI Awards, distributions from nonqualified deferred compensation plans, commissions, overtime, severance, fringe benefits, stock options and other equity awards, relocationexpenses,incentivepayments,non-monetaryawards,automobileandotherallowances (whether or not such allowances are included in the Employee’s gross income) and other


non-regular forms of compensation paid to a Participant for employment services rendered).Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132, 402(e)(3), 402(h), or 403(b) pursuant to plans or arrangements established by any Employer; provided, however, that all such amounts will be included in Base Salary only to the extent that had there been no such plan, the amount would have been payable incashtotheEmployee.NotwithstandinganythinginthisPlantothecontrary,BaseSalaryshall not include any amount paid pursuant to a long-term disability plan or pursuant to a long-term disability insurance policy.

Section 2.06 “Base Salary Deferral Eligible Employee” means any U.S.-based employeeoftheEmployerwhoisdesignatedfromtimetotimebytheEmployeraseligibleto defer the payment of Base Salary in accordance with Article 4 hereof.

Section 2.07 “Beneficiary”meansthepersonorpersonsdesignatedassuchpursuantto Article 7 hereof.

Section 2.08 “Change of Control” means an objectively determined event that occurs with respect to the Company or the Employer for whom the Participant renders services and which constitutes both a Change in Control for purposes of the Equity and Incentive Plan and change in the ownership or effective control of the Company or Employer, as applicable, or in theownershipofasubstantialportionoftheCompany’sorEmployer’s,asapplicable,assetsfor purposes of Code Section 409A.

Section 2.09 “Code”meanstheInternalRevenueCodeof1986,asamended,andthe regulations and rulings issued thereunder.

Section 2.10 “CommonStockUnit”meansanotionalunitrepresentingoneshareof common stock of Vylor Inc.

Section 2.11 “CommonStockUnitFund”meansanInvestmentOptionconsisting solely of Common Stock Units.

Section 2.12 “CortevaPlan”meanstheCortevaAgriscience,LLCManagement Deferred Compensation Plan, as in effect immediately prior to October 1, 2026.

Section 2.13 “CreditedInvestmentReturn”meansthehypotheticalgainorlosscredited to a Participant’s Account pursuant to Article 5 hereof.

Section 2.14 “Deemed Investment Election” means the selection by a Participant, pursuanttoArticle5hereof,ofInvestmentOptionsinwhichhis/herAccountshallbedeemed invested.

Section 2.15 “DeferralContributions”meanstheelectivecontributionsmadetothe Plan by a Participant pursuant to Article 4 hereof.

Section 2.16 “Deferral Election” means an election, pursuant to Article 4 hereof, to deferreceipt ofBaseSalaryorSTIAwards,or .DeferralElectionsshallbemadeinaccordance

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withtheproceduresestablishedbytheAdministratorforthatpurpose.ADeferralElectionmay be cancelled due to an “unforeseeable emergency” as defined in Treasury Regulation Section 1.409A-3(i)(3) or a hardship distribution pursuant to Section 1.401(k)-1(d)(3).The Deferral Election must be cancelled, not merely postponed or otherwise delayed.Any later Deferral Election will be subject to the provisions of Article 4 of this Plan governing Deferral Elections.

Section 2.17 “Distribution Subaccount” means that portion of a Participant’s Account to which a Participant’s Deferral Contributions of Base Salary and STI Awards, and Credited InvestmentReturnandDividendEquivalentUnitsattributablethereto,willbeallocatedandwith respect to which he/she may make Deemed Investment Elections in accordance with Article 5 hereof.A Participant may maintain no more than five (5) Distribution Subaccounts under this Plan; provided that no more than two (2) such Distribution Subaccounts may relate to a Separation from Service and no more than three (3) such Distribution Subaccounts may relate to a Payment Event other than Separation from Service.

Section 2.18 “DividendEquivalentUnits”meansadditionalCommonStockUnits credited to a Participant’s Account pursuant to Section 5.05.

Section 2.19 “DividendPaymentDate”meanseachdateonwhichtheCompanypaysa dividend on its common stock.

Section 2.20“EffectiveDate”meansOctober1,2026,theoriginaleffective dateof this Plan.

Section 2.21“EligibleEmployee”meansanyBaseSalaryDeferralEligibleEmployee, STIDeferralEligibleEmployee.

Section 2.22 “Employer”meanstheCompanyandanyAffiliatewhich,withthe consent of the Company, adopts this Plan.

Section 2.23 “EquityandIncentivePlan”meanstheVylorInc.2026Omnibus Incentive Plan

Section 2.24 “FormofPayment”meanseither(a)alumpsumor(b)annualinstallments (for up to ten (10) years); provided that the Form of Payment for any Payment Event other than a Separation from Service shall be a lump sum.In the event of a Participant’s death, his/her remaining Account balance will be distributable in a single lump sum..

Section 2.25“IdentificationDate” means each December 31.

Section 2.26 “Investment Options” means one or more alternatives designated from time to time, pursuant to Section 5.01 hereof, for purposes of crediting earnings or losses to a Participant’sAccount.TheInvestmentOptionsshallinclude,withoutlimitation,theCommon Stock Unit Fund.

Section 2.27 “Participant”meansanyEligibleEmployeewhohaselectedtoparticipate in the Plan by completing the appropriate forms (including electronic forms) prescribed by the Administrator for that purpose.

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Section 2.28“PaymentEvent”meansanyofthefollowing:

(a)

SeparationfromService

(b)

Theearlierof(1)SeparationfromServiceor(2)aspecifieddate(notto exceed thirty-five (35) years from the date of the election described in Section 4.02).

(c)

ChangeofControl

Notwithstanding the foregoing, (i) in the event of a Participant’s death, his/her remaining Account balance will automatically be distributed to his/her Beneficiary in a single lump sum withinninetydays(90)thereafterand(ii)aParticipantmayrequestthatalloraportionofhis/her Account be distributed on account of an “unforeseeable emergency” as defined in Treasury Regulation Section 1.409A-3(i)(3) and subject to the restrictions on such distributions set forth therein.

Section 2.29“Plan”VylorInc.ManagementDeferredCompensationPlan.

Section 2.30 “PlanYear”meansthetwelve(12)monthperiodbeginningJanuary1and ending December 31.

Section 2.31 “Qualified Leave” means military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the service recipient under an applicable statute or by contract.Aleave of absence constitutesabonafideleaveofabsenceonlyifthereis a reasonable expectation that the employee will return to perform services for the employer.If theperiodofleaveexceedssixmonthsandtheindividualdoesnotretainarighttoreemployment under an applicable statute or by contract, the employment relationship is deemed to terminateon the first date immediately following such six-month period.

Section 2.32 “Section16Person”meansanyemployeewhoissubjecttothereporting requirements of Section 16(a) or the liability provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended.

Section 2.33 “SeparationfromService”meansa“separationfromservice”asdefinedin Treasury Regulation Section 1.409A-1(h).

Section 2.34 “SimilarPlan”meansaplanrequiredtobeaggregatedwiththisPlan under Treasury Regulation Section 1.409A-1(c)(2)(i)(A).

Section 2.35 “Specified Employee” means an officer of the Employer at any time during the 12-month period ending on an Identification Date.If a Participant is a Specified EmployeeasofanIdentificationDate,suchParticipantistreatedasaSpecifiedEmployeeforthe 12-month period beginning on the first day of the first month following the Identification Date.

Section 2.36“STIAward”meansacash-basedawardundertheEquityandIncentive Plan.

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Section 2.37“STIDeferral EligibleEmployee” meansanyU.S.-basedemployeeofthe EmployerwhoisdesignatedfromtimetotimebytheEmployeraseligibletodeferthepayment of an STI Award in accordance with Article 4 hereof.

Section 2.38 “TriggeringEvent”means,withrespecttoaDistributionSubaccount,the Payment Event elected by a Participant pursuant to Section 4.02.

Article3Eligibility.

Section 3.01 Procedure For and Effect of Admission.Each Eligible Employee who desires to participate in this Plan shall complete such forms (including electronic forms) and providesuchdataasisreasonablyrequiredbytheAdministrator.BybecomingaParticipant,an Eligible Employee shall be deemed to have consented to the provisions of this Plan and all amendments hereto.

Section 3.02 CessationofParticipation.AParticipantshallceasetobeanActive Participant on the earlier of:

(a)

ThedateonwhichthePlanterminates;

(b)

Thedateonwhichhe/she ceasestobeanEligibleEmployee;or

(c)

Thedateonwhichhe/sheispermittedbytheAdministratortoterminate Deferral Contributions to the Plan.

AformerActiveParticipantwillbeconsideredaParticipantforallpurposes,exceptwithrespect to the right to make contributions, as long as he/she retains an Account.

Article4Deferral Elections.

Section 4.01AnnualDeferral Elections.

(a)

Deferral Contributions of Base Salary.A Base Salary Deferral Eligible Employee may elect to defer a percentage, not to exceed sixty percent (60%), of his/her Base SalarypayablewithrespecttoservicesperformedduringthePlanYear;provided,however,that such Deferral Election shall be made (1) during the open enrollment period established by the Administrator for that purpose and (2) on or before the last day of the calendar year preceding the first day of the Plan Year to which such Deferral Election relates.Any election made pursuant to this section shall remain in effect unless and until changed by the Participant; provided, however, that with respect to Base Salary earned in any future taxable year, such election becomes irrevocable on December 31 of the preceding calendar year (or such earlier date as specified by the Administrator).

(b)

Deferral Contributions of STI Awards.An STI Deferral Eligible Employeemayelecttodeferapercentage,nottoexceedsixtypercent(60%),ofanSTIAward; provided,however,that(1)suchSTIDeferralEligibleEmployeeperformsservicescontinuously fromthelaterofthebeginningoftheperformanceperiodorthedate theperformancecriteriaare established through the date the election to defer is made and (2) such Deferral Election is made (A)duringtheopenenrollmentperiod established by the Administrator for that purpose and (B)

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on or before the date that is six months before the end of the performance period over which the STI Award shall be determined.Any election made pursuant to this section shall remain in effect unless and until changed by the Participant; provided, however, that with respect to any STIAwardearnedduringanyfuturetaxableyear,suchelectionbecomesirrevocableonthedate that is six (6) months before the end of the performance period over which the STI Award shall be determined (or such earlier date as specified by the Administrator).

Section 4.02 Initial Distribution Elections.At the time a Participant establishes a Distribution Subaccount, he/she must also elect a Payment Event and Form of Payment with respect to such Distribution Subaccount.When making a Deferral Election, a Participant shall designate: (a) to which Distribution Subaccountsamounts deferred pursuant to that election, and Credited Investment Return and Dividend Equivalent Units attributable thereto, shall be allocated; and (b) how those amounts shall be allocated among the designated Distribution Subaccounts.IfaParticipantfailstoestablishaDistributionSubaccountorfailstodesignatethe Distribution Subaccount(s) to which his/her Deferral Contributions should be allocated, such Deferral Contributions shall be allocated to the default Distribution Subaccount established by the Administrator.The Payment Event with respect to such default Distribution Subaccount shall be Separation of Service and the Form of Payment shall be a lump sum.

Section 4.03 Subsequent Distribution Elections.A Participant may subsequently elect to change the Payment Event or Form of Payment elected with respect to one or more Distribution Subaccounts in accordance with procedures established by the Administrator for such purpose; provided, however, that (a) such subsequent election may not take effect until at least twelve (12) months after the date on which it is made; (b) the payment with respect to whichsuchelectionismademust bedeferredforaperiodofnotlessthanfive(5)yearsfromthe datesuchpaymentwouldotherwisehavebeenmade;and(c)anysubsequentelectionrelatedtoа payment at a specified time or in accordance with a fixed schedule may not be made less than twelve (12) months prior to the date of the first scheduled payment.

Article5InvestmentofAccounts.

Section 5.01 Investment Options.The Administrator shall designate from time to time oneormoreInvestmentOptions inwhichaParticipant’sAccount maybedeemedinvested.The AdministratorshallhavethesolediscretiontodeterminethenumberofInvestmentOptionstobe designated hereunder and the nature of the Investment Options and may change or eliminate any of the Investment Options from time to time.In the event of such change or elimination, the Administrator shall give each Participant timely notice and opportunity to make a new election. No such change or elimination of any Investment Options shall be considered to be an amendment to the Plan pursuant to Section 9.01.

Section 5.02 Making Deemed Investment Elections.A Participant shall select one or moreInvestmentOptionsinwhichhis/herAccountshallbedeemedinvested.SeparateDeemed Investment Elections may be made with respect to each Distribution Subaccount.Any such election shall be made by filing with the Administrator the appropriate form prescribed for that purpose.TheAdministratorshallestablishproceduresrelatingtoDeemedInvestmentElections. Deemed Investment Elections shall remain in effect until changed by a Participant pursuant to Section 5.03.

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Section 5.03 Changes to Deemed Investment Elections.A Participant may request a change to his/her Deemed Investment Elections for future amounts allocated to his/her Account andamountsalreadyallocatedtohis/herAccount.Anysuchchangeshallbemadebyfilingwith the Administrator the appropriate form (including electronic forms) prescribed by the Administrator for that purpose.TheAdministrator shall establish procedures relatingto changes in Deemed Investment Elections, which may include limiting the percentage, amount and frequency of such changes and specifying the effective date for any such changes.

Section 5.04 Crediting or Debiting of Investment Experience.Each Participant’s Accountshallbecreditedordebited,asapplicable,dailywiththeamountwhichtheParticipant’s Account would have earned or lost, as applicable, if the amounts credited to such Account had, in fact, been invested in accordance with the Participant’s Deemed Investment Elections.

Section 5.05 DividendEquivalentUnits.IfdividendsontheCompany’scommonstock arepaidduringanyperiodthataParticipantholdsCommonStockUnitsinhis/herAccount,asof the applicable Dividend Payment Date, a number of additional Common Stock Units shall be creditedtotheParticipant’sAccount.Thenumber of such additional Common StockUnits to be credited shall be determined by first multiplying: (a) the total number of Common Stock Units, including fractional units, standing to the Participant’s credit in such Account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such Account on all previous Dividend Payment Dates); by (b) the per share dollar amount of the dividend paid on such Dividend Payment Date; and then (c) dividing the resulting amount by the closing price of one share of the Company’s common stock on such Dividend Payment Date.

Article6PaymentofAccounts.

Section 6.01 Payment in General.Upon the occurrence of a Triggering Event that is a Separation from Service or a Change of Control, the Employer shall commence payment of the applicable Distribution Subaccount(s) to the Participant, or his/her Beneficiary, as applicable, in theFormofPaymentelectedbytheParticipantwithrespectthereto;providedthat(a)iftheForm of Payment is a lump sum, it shall be paid as soon as practical after the Triggering Event (but no later than the later of (1) ninety (90) days following the Triggering Event or (2) the last day ofthe year of the Triggering Event), or in any of the first two (2) years beginning after the year of the Triggering Event, and (b) if the Form of Payment is installments, such installments shall begin in the year following the Triggering Event or in any of the first two (2) years beginning after the year following the Triggering Event.The amount of each payment made pursuant to this section shall be based upon the fair market value of the Participant’s Account as of the latest practicable date preceding the payment date and the number of remaining scheduled payments due.IftheParticipantdoesnotmakeavalidelectionastoformandtimeofdistribution,orifthe balance of a Participant’s Account (and any account that must be aggregated for purposes of Section 1.409A-3(j)(4)(v) of the Treasury Regulations) does not exceed the limit set forth in Code Section 402(g)(1)(B) ($24,500 for 2026) as of or after the date of the Participant’s SeparationfromService,amountspayableshallbedeliveredinacashlumpsumassoonas practical thereafter.

Section 6.02 Specified Employees.Notwithstanding Section 6.01, upon the occurrence of a Triggering Event that is a Separation from Service (other than on account of death), the

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Employer shall commence payment of the applicable Distribution Subaccount(s) to a Participant who is a Specified Employee in the Form of Payment elected by the Participant with respect theretoonthelaterof:(a)thedatethatissix(6)monthsandonedayaftersuchTriggeringEvent; or (b) the date on which such payment was otherwise scheduled to commence.

Section 6.03 Medium of Payments.Payments attributable to that portion of a Participant’s Account which is deemed to be invested in Common Stock Units shall be paid in sharesoftheCompany’scommonstockforeachwholeunitandcashforeachfractionofaunit. Payments attributable to the remaining portion of a Participant’s Account shall be paid in cash.

Article7BeneficiaryDesignation.

Section 7.01 Right to Designate Beneficiary.The Participant will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant’s death.The Beneficiary designationwillbeeffectivewhenitissubmittedinwritingorelectronicallytotheAdministrator during the Participant’s lifetime on a form prescribed by the Administrator.

Section 7.02 Cancellation/RevocationofBeneficiaryDesignation.Thesubmissionofa new Beneficiary designation will cancel all prior Beneficiary designations.

Section 7.03 Failure to Designate Beneficiary or Death of Beneficiary.If a Participant fails to designate a Beneficiary as provided above, or if every person designated as Beneficiary predeceases the Participant, then the Administrator will direct the distribution of the benefits to the Participant’s estate.If a primary Beneficiary dies after commencement the Participant’s deathbutpriortocompletionofbenefitsunderthisPlan,andnocontingentBeneficiaryhasbeen designated by the Participant, any remaining payments will be paid to the Beneficiary’s estate.

Article8Plan Administration.

Section 8.01 Administrator’sResponsibilities.TheAdministratorisresponsibleforthe day to day administration of the Plan.The Administrator may appoint other persons or entities to perform certain of its functions.Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of the Company.The Administrator and any such appointee may employ advisors and other persons necessary or convenient to help him/her carry out his/her duties.The Administrator shall have the right to remove any such appointee from his/her position.Any person, group of persons or entity may serve in more than one capacity.

Section 8.02 Records and Accounts.All individual and group records relating to Participants and Beneficiaries, and all other records necessary for the proper operation of the Plan, shall be made available to the Employer and to each Participant and Beneficiary for examinationduringbusinesshoursexceptthataParticipantorBeneficiaryshallexamineonly suchrecordsaspertainexclusivelytotheexaminingParticipantorBeneficiaryandthoserecords and documents relating to all Participants generally.

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Section 8.03 Administrator’sSpecificPowersandDuties.Inadditiontoanypowers, rights and duties set forth elsewhere in the Plan, the Administrator shall have the following powers and duties:

(a)

toadoptsuchrulesandregulationsconsistentwiththeprovisionsofthe Plan;

(b)

toenforce the Plan inaccordance with its termsand any rulesand regulationsitestablishes;

(c)

tomaintainrecordsconcerningthePlansufficienttopreparereports, returns and other information required by the Plan or by law;

(d)

toconstrueandinterpretthePlanandtoresolve allquestionsarisingunder the Plan;

(e)

todirecttheEmployertopaybenefits under thePlan, and to give such otherdirectionsandinstructionsasmaybenecessaryfortheproperadministrationofthePlan; and

(f)

toengage assistants andprofessionaladvisors.

Section 8.04 Construction of the Plan.The Administrator shall have the sole and absolute discretion to interpret the Plan and shall resolve all questions arising in the administration, interpretation and application of the Plan.The Administrator shall correct any defect, reconcile any inconsistency, or supply any omission with respect to this Plan.All such corrections,reconciliations,interpretationsandcompletionsofPlanprovisionsshallbefinaland binding upon the parties.

Section 8.05 Employer’sResponsibilitytoAdministrator.EachEmployershallfurnish the Administrator such data and information as it may require.The records of the Employer shall be determinative of each Participant’s period of employment, termination of employment and the reason therefor, leave of absence, reemployment, years of service, personal data, and compensation reductions.Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents, as the Administrator requests.

Section 8.06 Engagement of Assistants and Advisers; Plan Expenses.The Administratorshallhavetherighttohiresuchprofessionalassistantsandconsultantsasit,inits sole discretion, deems necessary or advisable, including, but not limited to:

(a)

investmentmanagersand/oradvisers;

(b)

accountants;

(c)

actuaries;

(d)

attorneys;

(e)

consultants;and

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(f)

clericalandofficepersonnel.

Section 8.07 Liability.Neither the Administrator nor the Employer shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unlessattributabletoitsownfraudorwillfulmisconduct;norshalltheEmployerbeliabletoany person for such action unless attributable to fraud or willful misconduct on the part of a director, officer or employee of the Employer.

Section 8.08 Payment of Expenses.If directed by the Company, expenses of the AdministratorincurredintheoperationoradministrationofthisPlanshallbechargedagainstthe Participant’sAccountstowhichtheexpenserelates.Ifanexpenseisapplicabletomorethanone Participant’s Accounts, the expense shall be allocated among such Participants’ Accounts in a non-discriminatory manner as determined by the Company.

Section 8.09 Indemnity of Administrator.The Employer shall indemnify the Administrator (including any individual who is a member of a committee serving as the Administrator) or any individual who is a delegate of the Administrator against any and all claims,loss,damage,expenseorliabilityarisingfromanyactionorfailuretoact,exceptwhen due to gross negligence or willful misconduct.

Article9Amendment or Termination.

Section 9.01 Amendment.The Board of Directors of the Company, or its delegate, mayamendthePlanatanytimeandfromtimetotimeandanyamendmentmayhaveretroactive effect, including, without limitation, amendments to the amount of contributions; provided, however, that no amendment shall (a) reduce the value of a Participant’s Account or (b) change the form or timing of payment of an amount contributed prior to the date of amendment.

Section 9.02 Termination.While the Plan is intended to be permanent, the Board of Directors of the Company, or its delegate, may at any time terminate or partially terminate the Plan,providedthatuponsuchtermination,excepttotheextentotherwisepermittedunderCode Section 409A, all Accounts will be distributed in accordance with the terms of the Plan as in effect on the date of termination.Written notice of such termination or partial termination, setting forth the date and terms thereof, shall be given to the Administrator.

Section 9.03 ChangeinControl.Notwithstandingtheforegoing,followingaChangein Control (as such term is defined in the Vylor Inc. 2026 Omnibus Incentive Plan) no amendment orterminationreferencedinSection9.01or9.02,respectively,mayadverselyaffectanybenefits accrued or deferrals made under the Plan prior to the adoption of the amendment or termination (including, without limitation, any terms, conditions or distribution alternatives applicable to such accrued benefits).In addition, for a period of two years following a Change in Control, the Plan shall not be terminated in whole or in part or be amended in any way that adversely affects or limits the terms and conditions of benefits as available pursuant to the Plan immediately prior to the Change in Control.

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Article10Miscellaneous.

Section10.01Section16Person.WithrespecttoSection16Persons,theAdministrator mayestablish,inwriting,suchrules,regulations,policiesorpracticeshereunderwhichitdeems, in its sole discretion, to be necessary and appropriate.

Section 10.02Claims Review.In any case in which a claim for Plan benefits of a ParticipantorBeneficiaryisdeniedormodified,theAdministratorshallfurnishwrittennoticeto the claimant within ninety (90) days (or within one hundred eighty (180) days if additional information requested by the Administrator necessitates an extension of the ninety (90)-day period), which notice shall:

(a)

Statethespecificreasonorreasonsfor the denial or modification;

(b)

ProvidespecificreferencetopertinentPlanprovisionsonwhichthedenial or modification is based;

(c)

Provideadescriptionofanyadditionalmaterialorinformationnecessary fortheParticipant,his/herBeneficiary,orrepresentativetoperfecttheclaimandanexplanation of why such material or information is necessary; and

(d)

ExplainthePlan’sclaimreviewprocedureascontainedherein,including the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse review determination.

In the event a claim for Plan benefits is denied or modified, if the Participant, his/herBeneficiary, or a representative of such Participant or Beneficiary desires to have such denial or modification reviewed, he/she must, within sixty (60) days following receipt of the notice ofsuchdenialormodification,submitawrittenrequestforreviewbytheAdministratorofitsinitial decision.In connection with such request, the Participant, his/her Beneficiary, or the representative of such Participant or Beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Withinsixty(60)daysfollowingsuchrequestforreviewtheAdministratorshall,afterproviding afullandfairreview,renderitsfinaldecisioninwritingtotheParticipant,his/herbeneficiaryor the representative of such Participant or Beneficiary stating specific reasons for such decision, making specific references to pertinent Plan provisions upon which the decision is based and statingthattheclaimantisentitledtoreceive,uponrequestandfreeofcharge,reasonableaccess to, and copies of, all documents, records, and other information relevant to the claim.If special circumstances require an extension of such sixty (60)-day period, the Administrator’s decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receiptoftherequestforreview.Ifanextensionoftimeforreviewisrequired,writtennoticeof the extension shall be furnished to the Participant, Beneficiary, or the representative of such Participant or Beneficiary prior to the commencement of the extension period.

Section 10.03Limitation of Participant’s Rights.Nothing in this Plan shall be construed as conferring upon any Participant any right to continue in the employment of an Employer, nor shall it interfere with the rights of an Employer to terminate the employment of any Participant and/ortakeanypersonnelactionaffectinganyParticipantwithoutregardtotheeffectwhichsuch actionmayhaveuponsuchParticipantasarecipientorprospectiverecipientofbenefitsunder the Plan.

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Section 10.04Obligations to Employer.If a Participant becomes entitled to a distributionofbenefitsunderthePlan,andifatsuchtimetheParticipanthasoutstandingany debt, obligation, or other liability representing an amount owing to an Employer, then such Employer may offset such amount owed to it against the amount of benefits otherwise distributable. Such determination shall be made by the Administrator.

Section 10.05Nonalienation of Benefits.Except as expressly provided herein, no Participant or Beneficiary shall have the power or right to transfer (otherwise than by will or the lawsofdescentanddistribution),alienate,orotherwiseencumbertheParticipant’sinterestunder the Plan.Any such attempted assignment shall be considered null and void.The interest of any Participant or any beneficiary receiving payments hereunder shall not be subject in any mannerto anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’s Beneficiary.An Employer’s obligationsunderthisPlanarenotassignableortransferableexceptto(a)abusinessentitywhich acquires all or substantially all of an Employer’s assets or (b) any business entity into which an Employer may be merged or consolidated.

Section 10.06Unfunded Status of Plan.The Plan is intended to constitute an “unfunded” plan of deferred compensation for Participants for tax and for purposes of Title I of ERISA.The Plan constitutes a mere promise by the Employer to make benefit payments in the future.Each Employer shall not be liable for any benefit payments to any other Employer’s EligibleEmployeeswhoareParticipantisthisPlan.Benefits payablehereundershallbepayable outofthegeneralassetsoftheapplicableEmployer,andnosegregationofanyassetswhatsoever for such benefits shall be made.With respect to any payments not yet made to a Participant, nothingcontainedhereinshallgiveanysuchParticipantanyrightsthataregreaterthanthoseofa general creditor of his/her Employer.

Section 10.07Severability.If any provision of this Plan is held unenforceable, the remainderofthePlanshallcontinueinfullforceandeffectwithoutregardtosuchunenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.

Section 10.08Gender, Singular & Plural.All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons mayrequire.Asthecontextmayrequire,thesingularmaybereadasthepluralandthepluralas the singular.

Section 10.09Notice.Any notice or filing required or permitted to be given to the Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by registeredorcertifiedmail,totheAdministratorortosuchrepresentativesastheAdministrator may designate from time to time.Such notice shall be deemed given as to the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Section10.10GoverningLaw.ThePlanshallbegovernedandconstruedunderthelaws of the State of Delaware to the extent not preempted by Federal law which shall otherwise control.

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Section10.11BindingTerms.TheprovisionsofthePlanshallbebindinguponand inuretothebenefitofthepartieshereto,theirrespectiveheirs,executors,administratorsand successors.

Section 10.12Headings.All headings preceding the text of the several Sections hereof areinsertedsolelyforreferenceandshallnotconstituteapartofthisPlan,noraffectitsmeaning, construction or effect.

Section 10.13Representations.The Employer does not represent or guarantee that any particularfederalorstateincome,payroll,personalpropertyorothertaxconsequencewillresult from participation in the Plan.A Participant should consult with professional tax advisors to determine the tax consequences of his/her participation.In addition, the Company does not represent or guarantee positive Credited Investment Return and shall not be required to restore any negative Credited Investment Return.

Section 10.14Compliance with Section 409A.The Company intends that this Plan provide for the deferral of compensation as permitted under Code Section 409A.If any provisionofthisPlanisdetermined tobeinconsistentwithsuchintent,itshallbeseverableand the balance of this Plan shall remain in full force and effect.

IN WITNESS WHEREOF, Pioneer Hi-Bred International, Inc. has caused this Vylor Inc. ManagementDeferredCompensationPlantobeexecutedbyitsdulyauthorizedindividualon the date shown below, but effective as of the date indicated herein.

Vylor Inc.
By:
[NAME]
[TITLE]
Date: ,2026

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