Browse EX-10 agreements

WAIVER, CONSENT, AND AMENDMENT AGREEMENT

This Waiver, Consent, and Amendment Agreement (this “Agreement”), dated as of June5, 2026, is made by and between CONNECTICUT GREEN BANK, (the “Administrative Agent” and the “Lender”) and FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company (the “Borrower”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement, as defined below.

WHEREAS, the Borrower has entered into a Credit Agreement, dated as of August 18, 2023 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “Credit Agreement”), among the Borrower and the Lender party thereto;

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WAIVER, CONSENT, AND AMENDMENT AGREEMENT

This Waiver, Consent, and Amendment Agreement (this “Agreement”), dated as of June 5, 2026, is made by and between LIBERTY BANK, in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement (as defined below) and the lenders listed on the signature pages hereto as lenders (the “Lenders”) and FUELCELL ENERGY FINANCE HOLDCO, LLC, a Delaware limited liability company (the “Borrower”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement, as defined below.

WHEREAS, the Borrower has entered into a Credit Agreement, dated as of August 18, 2023 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “Credit Agreement”), among the Borrower, the Lenders party thereto and the Agent;

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Exhibit 10.8

 

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of January 23, 2026 by and among Graham Corporation, a Delaware corporation with its principal place of business at 20 Florence Avenue, Batavia, New York 14020 (the “Company”), FlackTek Manufacturing, LLC, a subsidiary of the Company with its principal place of business at 486 S. Pierce Avenue, Louisville, Colorado 80027 (the “Employer”), and Matthew Gross, with a business address at 7555 S. Boulder Rd., Boulder, Colorado 80303 (the “Executive”).

WHEREAS, simultaneously with the execution of this Agreement, pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among, among other parties, FlackTek Holdings, Inc., a Delaware corporation and each of its wholly-owned subsidiaries (“FlackTek”) and the Company (the “Purchase Agreement”), the Company is acquiring all of the issued and outstanding membership interests of FlackTek Manufacturing, LLC and all of the issued and outstanding membership interests of FlackTek Sales, LLC;

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of November 14, 2025 by and among Graham Corporation, a Delaware corporation with its principal place of business at 20 Florence Avenue, Batavia, New York 14020 (the “Company”), and William Zmyndak, with a home address of 442 Parkside Avenue, Buffalo, New York 14126 (the “Executive”).

WHEREAS, the Company and the Executive desire to enter into this Agreement to describe the employment relationship and obligations of the parties.

NOW, THEREFORE, the parties hereto, intending to be legally bound and in consideration of the mutual covenants herein contained, agree as follows:

Employment. The Company hereby agrees to employ the Executive and the Executive hereby accepts employment, upon the terms and conditions hereinafter set forth.

Duties.

(a)

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of February 5, 2025 by and among Graham Corporation, a Delaware corporation with its principal place of business at 20 Florence Avenue, Batavia, New York 14020 (the “Company”), Barber Nichols LLC, a subsidiary of the Company, with its principal place of business at 6325 West 55th Avenue, Arvada, Colorado 80002 (“BNI”), and Michael Dixon, with a business address at 6325 West 55th Avenue, Arvada, Colorado 80002 (the “Executive”).

WHEREAS, the Company and the Executive desire to enter into this Agreement to describe the employment relationship and obligations of the parties.

NOW, THEREFORE, the parties hereto, intending to be legally bound and in consideration of the mutual covenants herein contained, agree as follows:

Employment. The Company hereby agrees to employ the Executive and the Executive hereby accepts employment, upon the terms and conditions hereinafter set forth.

Duties.

(a)

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Document

Exhibit 10.1

SECOND AMENDMENT TO THE

CAMPBELL SOUP COMPANY

SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN

THIS SECOND AMENDMENT to the Campbell Soup Company Supplemental Employees’ Retirement Plan (the “Plan”) is effective as of March 10, 2026.

WHEREAS, the Plan was amended and restated effective January 1, 2009, and subsequently amended thereafter effective as of December 31, 2010;

WHEREAS, Section 8 gives the Company (now known as The Campbell’s Company) the authority to amend the Plan at any time.

NOW, THEREFORE, the Plan is amended, effective as of March 10, 2026, as follows:

1.Section 2 is hereby amended to add new Sections 2(c) and (d) at the end to read as follows:

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Exhibit 10.7 

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between FIRST CAROLINA BANK, a North Carolina banking corporation (the “Bank”) and Steven Deaton (the “Employee”) to be effective as of March 7th, 2022 (the “Effective Date”).

 

W I T N E S S E T H:

 

WHEREAS, the expertise and experience of Employee in the financial services industry are extremely valuable to the Bank; and

 

WHEREAS, it is in the best interests of the Bank and its shareholders to maintain an experienced and sound executive management team to manage the Bank and to further the Bank’s overall strategies to protect and enhance the value of its shareholders’ investments; and

 

WHEREAS, the Bank and Employee desire to enter into this Agreement to document the scope, terms and conditions of Employee’s employment by the Bank; and

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FIRST CAROLINA BANK 

Death Benefit Only Agreement

 

This Death Benefit Only Agreement (“Agreement”) is made this 19th day of December, 2019, by and between First Carolina Bank, a commercial bank with its main office in Rocky Mount, NC (“Bank”), and Douglas Ford, IV (“Executive”).

 

Whereas, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide a benefit to the Executive’s beneficiary(ies) if the Executive dies prior to terminating employment.

 

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Executive hereby agree as follows.

 

Definitions

 

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

 

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Exhibit 10.12

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of June [●], 2026, by and between First Carolina Financial Services, Inc., a North Carolina corporation (the “Company”), and [●] (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and officers;

WHEREAS, Indemnitee is a director and/or officer of the Company or First Carolina Bank, the Company’s bank subsidiary;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other proceedings with claims being asserted against directors and officers of public companies;

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FIRST CAROLINA BANK 

Death Benefit Only Agreement

 

This Death Benefit Only Agreement (“Agreement”) is made this 26 day of April, 2022, by and between First Carolina Bank, a commercial bank with its main office in Rocky Mount, NC (“Bank”), and Ronald Day (“Executive”). This Agreement hereby replaces and supersedes any prior Death Benefit Only Agreement made between the Bank and the Executive, if applicable.

 

Whereas, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide a benefit to the Executive’s beneficiary(ies) if the Executive dies prior to terminating employment.

 

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Executive hereby agree as follows.

 

Definitions

 

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

 

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STATE OF NORTH CAROLINA COUNTY OF NASH

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and among FIRST CAROLINA BANK, a North Carolina banking corporation (the “Bank”), FIRST CAROLINA FINANCIAL SERVICES, INC., a North Carolina business corporation (the “Company”) (hereinafter, the Company and Bank are sometimes collectively referred to as the “Employer”) and RONALD A. DAY (the “Employee” ) to be effective as of September 1, 2019 (the “Amendment Effective Date”).

 

W I T N E S S E T H:

 

WHEREAS, Employee and the Employer are parties to that certain Employment Agreement dated as of November 25, 2015 (the “Prior Agreement”), pursuant to which Employee serves as President and Chief Executive Officer of the Bank and the Company;

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FIRST CAROLINA BANK 

Death Benefit Only Agreement

 

This Death Benefit Only Agreement (“Agreement”) is made this 26 day of April, 2022, by and between First Carolina Bank, a commercial bank with its main office in Rocky Mount, NC (“Bank”), and Steven Deaton (“Executive”). This Agreement hereby replaces and supersedes any prior Death Benefit Only Agreement made between the Bank and the Executive, if applicable.

 

Whereas, to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide a benefit to the Executive’s beneficiary(ies) if the Executive dies prior to terminating employment.

 

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Executive hereby agree as follows.

 

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Definitions

 

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

 

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