Browse EX-10 agreements

SHOULDER INNOVATIONS, INC.

STIFEL BANK

LOAN AND SECURITY AGREEMENT

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This LOAN AND SECURITY AGREEMENT(this “Agreement”) is entered into as of June 26, 2026, by and between STIFEL BANK,a Missouri state-chartered bank (“Bank”), each Additional Borrower from time to time party hereto, each Guarantor from time to time party hereto, and SHOULDER INNOVATIONS, INC., a Delaware corporation (“OriginalBorrower”).

Recitals

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.

Agreement

The parties to this Agreement agree as follows:

1.Definitions And Construction.

1.1Definitions. As used in this Agreement, the following terms shall have the following definitions:

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SHOULDER INNOVATIONS, INC.
DIRECTOR COMPENSATION DEFERRAL PLAN

Shoulder Innovations, Inc. (the “Company”) hereby establishes the Shoulder Innovations, Inc. Director Compensation Deferral Plan (the “Plan”), effective on the Effective Date (as defined below). The purpose of the Plan is to attract and retain members of the Board by providing such persons with an opportunity to defer receipt of a portion of their Equity Awards and Cash Retainers (each as defined below) as provided in the Plan.

ARTICLE 1.

DEFINITIONS

For purposes of the Plan, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:

“Administrator” means the Board or a committee thereof or of Company officers appointed as such by the Board.

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SHOULDER INNOVATIONS, INC.2025 INCENTIVE AWARD PLAN

DEFERRED STOCK UNIT GRANT NOTICE (NON-EMPLOYEE DIRECTOR)

Shoulder Innovations, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Deferred Stock Units (the “DSUs”) described in this Deferred Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Shoulder Innovations, Inc. 2025 Incentive Award Plan (as amended from time to time, the “Plan”), the Deferred Stock Unit Agreement attached hereto as Exhibit A(the “Agreement”), the Shoulder Innovations, Inc. Director Compensation Deferral Plan (as amended from time to time, the “Deferral Plan”) and Participant’s Deferral Election (as defined in the Deferral Plan), each of which is incorporated into this Grant Notice by reference. The DSUs are granted under the Plan and represent the portion of Pa

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SECOND AMENDMENT TO LEASE AGREEMENT

This Second Amendment to Lease Agreement is effective April 16, 2026, is by and between STEELE AVE LLC, a Michigan limited liability company (“Landlord”), and SHOULDER INNOVATIONS, INC., a Delaware foreign corporation (“Tenant”). This Second Amendment is made with reference to the following facts and circumstances:

A.This Second Amendment to Lease Agreement amends the Lease Agreement dated January 13, 2021, as amended (“Lease”), between the above-named Landlord and Tenant.

B.Landlord is currently building a new facility for Tenant to rent, which is located at 2131 – 64thStreet SW, Byron Center, Michigan 49315 (Lot #8 Ventura Office Park) (the "New Facility"), which will be leased to Tenant pursuant to a separate Lease Agreement between Ventura Office Park Lot #8, LLC, as landlord, and Tenant (the "New Facility Lease").

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SHOULDER INNOVATIONS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Eligible Directors (as defined below) on the board of directors (the “Board”) of Shoulder Innovations, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Amended and Restated Non-Employee Director Compensation Program (this “Program”), effective as of May 5, 2026. The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically as set forth herein and without further action of the Board, to each member of the Board who is not an employee of the Company or any of its parents or subsidiaries (each, an “Eligible Director”) unless such member is determined by the Board to not be an Eligible Director or unless such Eligible Director declines the receipt of such cash or equity compensation by written notice to the Company.

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SHOULDER INNOVATIONS, INC.2025 INCENTIVE AWARD PLAN

DEFERRED STOCK UNIT GRANT NOTICE (NON-EMPLOYEE DIRECTOR)

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LEASE AGREEMENT

This Lease Agreement (“Lease”) is made and executed as of the last date signed below (“Effective Date”), between VENTURA OFFICE PARK LOT #8, LLC, a Michigan limited liability company, whose address is 1535 Steele Ave SW, Ste C, Grand Rapids, MI 49507 (“Landlord”), and SHOULDER INNOVATIONS, INC., a Delaware foreign corporation authorized to do business in Michigan, whose address is 1535 Steele Ave SW, Grand Rapids, MI 49507 (“Tenant”).

1.Property. Landlord owns certain real property situated in Byron Township, Kent County, Michigan, and commonly known as 6320 Venture Hills Blvd SW, Lot 8, Byron Center, Michigan 49315, bearing parcel No. 41-21-03-100-034, as legally described on the attached Exhibit A(“Property”).

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CONFIDENTIAL SEPARATION AND CONSULTING AGREEMENT

This Confidential Separation and Consulting Agreement (“Agreement”) is entered into on July 31, 2026 by and between Arteris, Inc. (the “Company”) and Nick Hawkins (“Executive”).

WHEREAS, the Company and Executive have agreed that since Executive has announced Executive’s retirement, Executive’s employment with the Company will end and thus terminate effective as of September 7, 2026 (the “Employment Departure Date”) and Executive shall thereafter provide certain consulting services to the Company, in each case, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, if Executive signs and returns this Agreement in accordance with Section 8 below, then this Agreement shall become a binding agreement between Executive and the Company on the date Executive signs this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement, Executive and the Company agree as follows:

1.Termination of Employment, Severance and Consulting Services.

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Exhibit 10.1.2

AMENDMENT TO THE

CONSOLIDATED EDISON RETIREMENT PLAN

Effective January 1, 2027

WHEREAS, the Board of Directors and the Board of Trustees have the authority to amend in whole or in part any or all of the provisions of the Consolidated Edison Retirement Plan (the “Retirement Plan”); and

WHEREAS, pursuant to Article X, Amendment, Merger and Termination, the Vice President – Human Resources (an “Authorized Officer”) is authorized to execute certain provisions of the Retirement Plan;

NOW, THEREFORE, the Retirement Plan is amended as set forth below, effective as of January 1, 2027:

1.The Title Page is amended by adding the following to the end of that Section:

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2021 EQUITY INCENTIVE PLAN, AS AMENDED

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TABLE OF CONTENTS

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EMPLOYMENTAGREEMENT

This Employment Agreement (“Agreement”) effective as of the 26th day of May, 2026 (the “Effective Date”), between The Trade Desk, Inc., a Nevada corporation (the “Company”), and Nate Olmstead (the “Executive”).

WHEREAS, effective as of the Effective Date, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Employment.

(a)Term. The term of this Agreement shall commence on the first day of Executive’s employment with the Company and continue until terminated in accordance with the provisions hereof (the “Term”).

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