Browse EX-10 agreements

STOCKHOLDERS AGREEMENT OF

ITG, INC.

THIS STOCKHOLDERS AGREEMENT, dated as of [•] (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among ITG, Inc., a Delaware corporation (the “Company”), OCM Power VI AIV Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Blocked Fund”), Oaktree Power Opportunities Fund VI Master Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Main Fund” and, together with Oaktree Blocked Fund, the “Investors”), and ITG Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”).

RECITALS

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SECOND AMENDMENT, dated as of December 30, 2025 (this “Amendment”), by and among ITG Communications, LLC, a Texas limited liability company (the “Borrower”), ITG Purchaser, LLC, a Delaware limited liability company (“Holdings”), each other Loan Party party hereto, the Second Amendment Incremental Term Lenders (as defined below) party hereto, the Second Amendment Incremental Revolving Lenders (as defined below) party hereto, each L/C Issuer and Banco Santander, S.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), to the Credit Agreement, dated as of July 9, 2025 (as amended by the First Amendment, dated as of August 29, 2025, and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Borrower, Holdings, the Administrative Agent, U.S. Bank National Association, as Collateral Agent, and each Lender (collectively, the “Lenders” and each, individually, a “Lender”) and L/C Issuer from time to time party thereto.

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TAX RECEIVABLE AGREEMENT

by and among

ITG, INC.,

CERTAIN OTHER PERSONS NAMED HEREIN,

and

THE AGENT

DATED AS OF

[•]

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TABLE OF CONTENTS

				Page
RECITALS					1
ARTICLE I DEFINITIONS					2
Section 1.1		Definitions			2
Section 1.2		Other Definitional and Interpretative Provisions			12
ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS					13
Section 2.1		Exchange Schedule			13
Section 2.2		Closing Date Blocker Attributes Schedule			13
Section 2.3		Corporate Attributes Schedule			13
Section 2.4		Tax Benefit Schedule			13
Section 2.5		Procedure: Amendments			15

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of   , 2026 between ITG, Inc., a Delaware corporation (the “Company”), and    (the “Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 13 hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated, modified and/or supplemented from to time, the “Bylaws”) require indemnification of the directors and officers of the Company;

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AMENDMENT NO. 1, dated as of August 29, 2025 (this “Amendment”), by and among ITG Communications, LLC, a Texas limited liability company (the “Borrower”), ITG Purchaser, LLC, a Delaware limited liability company (“Holdings”), each other Loan Party party hereto, the 2025 Incremental Term Lenders party hereto and Banco Santander, S.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), to the Credit Agreement, dated as July 9, 2025 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings, the Administrative Agent, U.S. Bank National Association, as Collateral Agent, and each Lender (collectively, the “Lenders” and each, individually, a “Lender”) and L/C Issuer from time to time party thereto.

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CREDIT AGREEMENT

Dated as of July 9, 2025

by and among

ITG COMMUNICATIONS, LLC,

as Borrower,

ITG PURCHASER, LLC,

as Holdings,

BANCO SANTANDER, S.A., NEW YORK BRANCH,

as Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent,

THE LENDERS AND L/C ISSUERS PARTY HERETO FROM TIME TO TIME,

and

BANCO SANTANDER, S.A., NEW YORK BRANCH,

CAPITAL ONE, NATIONAL ASSOCIATION,

MUFG BANK, LTD.,

REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK**,**

TRUIST SECURITIES, INC.

and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners

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Table of Contents

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VANDA PHARMACEUTICALS INC.

2016 EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE AS OF JUNE 11, 2020)

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TABLE OF CONTENTS

									Page
ARTICLE 1.						INTRODUCTION			A-1
ARTICLE 2.						ADMINISTRATION			A-1
2.1						Committee Composition			A-1
2.2						Committee Responsibilities			A-1
2.3						Committee for Non-Officer Grants			A-1

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BEST BUY CO., INC. LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT

Award Date: #GrantDate#

This Long-Term Incentive Program Agreement (this “Agreement”), dated the date set forth above (the “Award Date”), is between Best Buy Co., Inc., a Minnesota corporation, (“Best Buy” or the “Company”), and the employee (“you” or the “Participant”) of the Company (or one of its Affiliates) whose name is set forth in the Award Notification you received from the Company (the “Award Notification”). The Award Notification is included in and made a part of this Agreement.

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BEST BUY CO., INC. LONG-TERM INCENTIVE PROGRAM AWARD AGREEMENT

Award Date: #GrantDate#

This Long-Term Incentive Program Agreement (this “Agreement”), dated the date set forth above (the “Award Date”), is between Best Buy Co., Inc., a Minnesota corporation, (“Best Buy” or the “Company”), and the employee (“you” or the “Participant”) of the Company (or one of its Affiliates) whose name is set forth in the Award Notification you received from the Company (the “Award Notification”). The Award Notification is included in and made a part of this Agreement.

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NAAS TECHNOLOGY inc.

FIFTH AMENDED AND RESTATED NEW 2022 SHARE INCENTIVE PLAN

Article 1

PURPOSE

The purpose of the Plan is to promote the success and enhance the value of NaaS Technology Inc., an exempted company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan amends and restates the previously adopted Fourth Amended and Restated New 2022 Share Incentive Plan of the Company (the “Original Plan”) in its entirety and assumes all awards outstanding under the Original Plan.

Article 2

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GRAHAM CORPORATION

ANNUAL EXECUTIVE CASH BONUS PLAN

(As Amended and Restated Effective June 1, 2026)

Summary

The objective of this Annual Executive Cash Bonus Plan (the “Plan”) is to compensate the Executive Chairman, the Chief Executive Officer and the Chief Executive Officer’s direct reports for above-average performance through annual bonuses related to both Company and individual performance.

Eligibility and Participation

	1.	Eligible employees shall include the Executive Chairman, the Chief Executive Officer and the Chief Executive Officer’s direct reports. “Direct reports” means the: (a) Vice President – Finance, Chief Financial Officer and Chief Accounting Officer, (b) Vice Presidents and General Managers, and (c) such other employees of the Company selected by the Chief Executive Officer to participate in this Plan, subject to the approval by the Compensation Committee of such participation.

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GRAHAM CORPORATION

ANNUAL STOCK-BASED LONG-TERM INCENTIVE AWARD PLAN

FOR SENIOR EXECUTIVES

(As Amended and Restated Effective as of June 1, 2026)

Purpose		The purpose of this Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives (the “Plan”) is to incentivize the senior executive officers of Graham Corporation (the “Company”) to remain employed by the Company, focus on Company growth, align their compensation with the Company’s business strategy and to create stockholder value.
Administration		The Plan will be administered for eligible employees by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company, which shall have final and conclusive authority to administer and interpret the Plan for such eligible employees.

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