Browse EX-10 agreements

January 2026

 

 

 

BayCoast Bank

Swansea, Massachusetts

INCENTIVE COMPENSATION PLAN

2026

 

 

 

 

  

Prepared By:

 

Scott P. Lopes, SVP Chief

Human Resources and Talent Officer

 

Approved By:

 

HR & Compensation Committee

January 26, 2026

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January 2026

BayCoast Bank

Swansea, Massachusetts

INCENTIVE COMPENSATION PLAN

Table of Contents

 

 

  

Page       

  

 

Introduction and Highlights of Incentive Plan for 2026

  

3

  

Incentive Plan

  

  

Section I - Definitions

  

5

  

Section II – Eligibility to Participate

  

6

  

Section III - Activating the Plan

  

6

  

Section IV - Calculation of Awards

  

6

  

Section V - Distribution of Awards

  

7

  

Section VI - Plan Administration

  

7

  

Section VII - Amendment, Modification, Suspension or Termination

  

7

  

Section VIII - Effective Date of the Plan

  

8

  

Section IX - Employer Relations with Participants

  

8

  

Section X - Governing Law

  

8

  

Section XI – Chair & CEO/President’s Discretion

  

8

  

Section XII-Clawback Provision

…

BAYCOAST BANK

ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT

BAYCOAST BANK

ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT

THIS ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT (“Agreement”) is made and entered into this _____ day of ________, 20___, by and between BAYCOAST BANK (“Bank”), a bank located in Swansea, Massachusetts, and __________________ (“Executive”).

The purpose of this Agreement is to retain and reward the Executive, by dividing the death proceeds of certain life insurance policies which are owned by the Bank on the life of the Executive with the designated beneficiary of the Executive. The Bank will pay the life insurance premiums from its general assets.

Article 1

Definitions

Whenever used in this Agreement, the following terms shall have the meanings specified:

 

1.1

“Bank’s Interest” means the benefit set forth in Section 2.1.

 

1.2

…

BayCoast Bank

  

Supplemental Directors Retirement Agreement

BAYCOAST BANK

SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT

THIS SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT (“Agreement”) is entered into this    day of       , between BAYCOAST BANK (“Bank”), a bank located in Swansea, Massachusetts, and        (“Director”).

Article 1 – Benefits Tables

The following tables describe the benefits available to the Director, or the Director’s Beneficiary, upon the occurrence of certain events. Capitalized terms have the meanings given them in Article 3. Except for death, each benefit described is in lieu of any other benefit herein.

Table A: Retirement Benefit

Normal Retirement Age (“NRA”) = 72

 

 

Distribution Event

 

  

 

Amount of Benefit

 

  

 

Form of Benefit

 

  

 

Timing of Benefit Distribution*

 

Separation of Service following Normal Retirement Age

  

Forty-five percent (45%) of Average Annual Director Fee Amount, as of Separation from Service

  

Annual installments

…

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into as of the 28th day of May 2026, to be effective as of the Effective Date as defined in Section 19 below, by and between BayCoast Bank (the “Bank”) and Marie Pellegrino (the “Executive”). Any reference to the “Company” shall mean Narragansett Bancorp, Inc., the holding company of the Bank.

RECITALS

WHEREAS, the Executive is presently serving as the President of the Bank; and

WHEREAS, the BayCoast Bank and Narragansett Financial Corporation has adopted a Plan of Holding Company Reorganization (the “Reorganization”); and

WHEREAS, the parties desire to enter into this Agreement to induce the Executive to continue employment with the Bank, and to provide further incentive for the Executive to achieve the financial and performance objectives of the Bank and the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

…

AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE

RETIREMENT AGREEMENT

THIS AGREEMENT, made and entered into this 15th day of October, 2008, by and between Citizens-Union Savings Bank, a bank organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the “Bank”), and Nicholas M. Christ, an Executive of the Bank (hereinafter referred to as the “Executive”), a member of a select group of management and highly compensated employees of the Bank, shall amend and restate the Supplemental Executive Retirement Plan dated as of the first day of February, 1989, and all subsequent Amendments pertaining thereto,

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank;

WHEREAS, the purpose of this Agreement is to further the growth and development of the Bank by providing the Executive with supplemental retirement income, and thereby encourage the Executive’s productive efforts on behalf of the Bank and the Bank’s depositors, and to align the interests of the Executive and those depositors.

…

EXECUTIVE SALARY CONTINUATION AGREEMENT

THIS AGREEMENT, made and entered into this 20th day of August 2007, by and between Citizens-Union Savings Bank, a bank organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter referred to as the “Bank”), and Carl Taber, an Executive of the Bank (hereinafter referred to as the “Executive”).

WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, and is now serving the Bank;

WHEREAS, it is the consensus of the Executive Committee that the Executive’s employment with the Bank in the past has been of exceptional merit and has constituted an invaluable contribution to the general welfare of the Bank in bringing the Bank to its present status of operating efficiency and present position in its field of activity;

…

Exhibit 10.2

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED SERVICING AGREEMENT

 

by and among

 

PORSCHE LEASING LTD., as Origination Trust

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

and

 

PORSCHE FINANCIAL SERVICES, INC., as Servicer

 

Dated as of June 12, 2026 

 

 

 

 

 

Table of Contents

 

Page

 

ARTICLE VI

DEFINITIONS

2

 

 

 

 

Section 6.1

Definitions

2

Section 6.2

Other Interpretive Provisions

2

 

 

 

 

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF SERVICER

3

 

 

 

 

Section 7.1

Existence and Power

3

Section 7.2

Authorization and No Contravention

3

Section 7.3

No Consent Required

3

Section 7.4

Binding Effect

3

Section 7.5

No Proceedings

3

Section 7.6

Fidelity Bond

4

 

 

 

 

ARTICLE VIII

SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE TRANSACTION SUBI PORTFOLIO

4

 

 

 

 

Section 8.1

Appointment of Servicer

4

Section 8.2

Servicer Bound by Origination Servicing Agreement

5

Section 8.3

Application of Proceeds

5

…

Exhibit 10.5

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1

 

AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE AUTO FUNDING LLC,

as the Depositor,

 

and

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as the Owner Trustee 

 

Dated as of June 12, 2026

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1

Capitalized Terms

1

SECTION 1.2

Other Interpretive Provisions

1

 

 

 

ARTICLE II

ORGANIZATION

2

 

 

 

SECTION 2.1

Name

2

SECTION 2.2

Office

2

SECTION 2.3

Purposes and Powers

2

SECTION 2.4

Appointment of the Owner Trustee

3

SECTION 2.5

Declaration of Trust

3

SECTION 2.6

Organizational Expenses; Liabilities of the Holders

3

SECTION 2.7

Title to the Trust Estate

3

SECTION 2.8

Representations and Warranties of the Depositor

4

SECTION 2.9

Situs of Issuer

5

 

 

 

ARTICLE III

CERTIFICATE AND TRANSFER OF CERTIFICATE

5

 

 

 

SECTION 3.1

Initial Ownership

5

SECTION 3.2

Authentication of Certificate

…

Exhibit 10.4

 

 

SUBI TRANSFER AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE AUTO FUNDING LLC, as Seller

 

and

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I DEFINITIONS

2

 

 

SECTION 1.1

Definitions

2

SECTION 1.2

Other Interpretive Provisions

2

 

 

 

ARTICLE II PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1

Agreement to Sell and Transfer Transaction SUBI and Transaction SUBI Certificate

2

SECTION 2.2

Consideration and Payment

2

SECTION 2.3

Representations and Warranties of Seller

3

SECTION 2.4

Protection of Title

4

SECTION 2.5

Other Liens or Interests

4

SECTION 2.6

Initial Reserve Account Deposit

4

 

 

 

ARTICLE III MISCELLANEOUS

5

 

 

 

SECTION 3.1

Transfers Intended as Sales; Security Interest.

5

SECTION 3.2

Notices, Etc.

6

SECTION 3.3

Governing Law

6

SECTION 3.4

Headings

6

SECTION 3.5

Separate Counterparts

6

SECTION 3.6

Amendment

6

SECTION 3.7

Waivers

7

SECTION 3.8

Entire Agreement

…

Exhibit 10.3

 

 

 

SUBI SALE AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP, as Seller

 

and

 

PORSCHE AUTO FUNDING LLC, as Buyer

 

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1 Definitions

1

SECTION 1.2 Other Interpretive Provisions

1

 

 

ARTICLE II

PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1 Agreement to Sell and Contribute

2

SECTION 2.2 Consideration and Payment

2

 

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

2

 

 

 

SECTION 3.1 Representations and Warranties of the Seller

2

SECTION 3.2 Representations and Warranties of Seller regarding the Purchased Assets

4

SECTION 3.3 Reallocation upon Breach

4

SECTION 3.4 Protection of Title

5

SECTION 3.5 Other Liens or Interests

5

 

 

ARTICLE IV

MISCELLANEOUS

6

 

 

 

SECTION 4.1 Transfers Intended as Sales; Security Interest

6

SECTION 4.2 Notices, Etc.

7

SECTION 4.3 Governing Law

7

SECTION 4.4 Headings

7

SECTION 4.5 Separate Counterparts

7

…

Exhibit 10.1

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP,as UTI Holder

 

and

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

TABLE OF Contents

 

Page

 

Part X. DEFINITIONS; THIRD-PARTY BENEFICIARIES

2

 

 

Section 10.1

Definitions

2

Section 10.2

Third-Party Beneficiaries

2

 

 

 

Part XI. CREATION OF THE TRANSACTION SUBI

2

 

 

Section 11.1

Initial Creation of Transaction SUBI Portfolio and Transaction SUBI

2

Section 11.2

Subsequent Removals From the Transaction SUBI Portfolio

3

Section 11.3

Issuance and Form of Transaction SUBI Certificate

4

Section 11.4

Filings; Termination of Transaction SUBI; Related Matters

4

Section 11.5

Representations and Warranties of Origination Trustee

5

Section 11.6

Merger and Consolidation of Origination Trustee

6

 

 

 

Part XII. ASSIGNMENT OF THE TRANSACTION SUBI

6

 

 

Section 12.1

Assignment

6

…

Exhibit 10.6

 

 

 

ADMINISTRATION AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1,

as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC.,

as Administrator

 

and

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

Table of Contents

 

Page

 

Duties of the Administrator

1

Records

3

Compensation; Payment of Fees and Expenses

3

Independence of the Administrator

3

No Joint Venture

4

Other Activities of the Administrator

4

Representations and Warranties of the Administrator

4

Administrator Replacement Events; Termination of the Administrator

5

Action upon Termination, Removal or Resignation

6

Liens

6

Notices

6

Amendments

6

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

8

Headings

8

Counterparts

9

Entire Agreement

9

Severability of Provisions

9

Not Applicable to PFS in Other Capacities; Merger of Administrator

…