Browse EX-10 agreements

Exhibit 10(xvi)

RETENTION AWARD AGREEMENT

This Retention Award Agreement (hereinafter, the “Agreement”) is made by and between McCormick & Company, Inc., its subsidiaries, predecessors, successor, related entities, and affiliates (collectively, the “Company”) and _________ (“Employee”).

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of March 31, 2026, by and among the Company, Unilever PLC, Unilever Alpha HoldCo B.V., Sandman Corporation, Morpheus Merger Sub I Corp., and Morpheus Merger Sub II, LLC (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement and subject to the conditions set forth in the Merger Agreement, the Company will combine with Unilever PLC’s foods business, with such foods business surviving as a wholly owned subsidiary of the Company (the “Transaction”);

WHEREAS, the Company has identified Employee as critical to the long-term success of the Company and the Transaction; and

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TAX RECEIVABLE AGREEMENT

by and among

ACCELEVATION HOLDINGS CORP.,

ACCELEVATION HOLDINGS LLC

and

THE OTHER PERSONS NAMED HEREIN

Dated as of September 30, 2026

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT(this “Agreement”), dated as of September 30, 2026, is hereby

entered into by and among Accelevation Holdings Corp., a Delaware corporation (“PubCo”), Accelevation

Holdings LLC, a Delaware limited liability company (“OpCo”), Instor Blocker, Inc., a Delaware corporation

(“Instor”), and each of the undersigned parties and the other persons who agree to become party to this Agreement

and who shall thereafter be listed on Schedule Aattached hereto from time to time (each a “Rights Holder” and

collectively, the “Rights Holders”).

RECITALS

WHEREAS, the Rights Holders directly or indirectly hold certain equity interests in OpCo (the “Units”) and/

or PubCo;

WHEREAS, OpCo is treated as a partnership for U.S. federal income tax purposes and PubCo is treated as a

corporation for U.S. federal income tax purposes;

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DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into

as of September 29, 2026, by and among (a) Accelevation Holdings Corp., a Delaware corporation (the

“Company”), (b) Accelevation Pubco Holdings LP, a Delaware limited partnership (“Pubco Holdings”),

(c) Accelevation Investment Holdings LLC, a Delaware limited liability company (“Investment

Holdings”), (d) Olympus Growth Fund VIII Parallel L.P., a Delaware limited partnership, Olympus

Growth Fund VIII LP, a Delaware limited partnership, and OGP VIII, LLC, a Delaware limited liability

company (collectively and, together with Pubco Holdings and Investment Holdings, “Olympus”) and (e)

Michael Rubiera (the “Founder Stockholder” and, together with Olympus, the “Nominating Parties”).

This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s

proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).

WHEREAS, as of the date hereof, Olympus Beneficially Owns (as defined below) a majority of

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1Note to Draft: Bracketed language to be included for officers and non-Olympus affiliated directors.

2Note to Draft: Bracketed language to be included for Olympus affiliated directors.

Exhibit 10.5

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into

as of [       ], 202[       ], between Accelevation Holdings Corp., a Delaware corporation (the

“Company”), and [        ] (the “Indemnitee”). Capitalized terms used but not otherwise defined

herein shall have the meaning set forth in Section 14hereof.

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,

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EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of September 30, 2026 and effective as of immediately prior

to the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Instor Blocker, Inc. (“Blocker”), Accelevation Holdings LLC, a

Delaware limited liability company (the “Company”), and Accelevation Investment Holdings LLC, a

Delaware limited liability company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units of

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ACCELEVATION HOLDINGS LLC

LIMITED LIABILITY COMPANY AGREEMENT

_______________________________________

Dated as of September 30, 2026

THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD,

TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME

WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION

THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY

SET FORTH HEREIN.

CERTAIN UNITS MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER

SET FORTH HEREIN AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF

SUCH UNITS. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER OF

SUCH UNITS UPON WRITTEN REQUEST TO THE COMPANY AND WITHOUT CHARGE.

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TABLE OF CONTENTS

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1

Exhibit 10.6

ACCELEVATION HOLDINGS CORP.

OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Accelevation Holdings Corp. Omnibus Incentive Plan (this “Plan”) is

to promote the success of the Company’s business for the benefit of its stockholders by enabling

the Company to offer Eligible Individuals cash and stock-based incentives in order to attract,

retain, and reward such individuals and strengthen the mutuality of interests between such

individuals and the Company’s stockholders. This Plan is effective as of the date set forth in

Article XIV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1“Affiliate”means a corporation or other entity controlled by, controlling, or

under common control with the Company. The term “control” (including, with correlative

meaning, the terms “controlled by” and “under common control with”), as applied to any Person,

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Certain portions of this document have been omitted pursuant to Items 601(b)(10)(vi) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

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Exhibit 10.2

FIRST AMENDMENT TO

NON-RECOURSE CARVEOUT GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO NON-RECOURSE CARVEOUT GUARANTY AGREEMENT, dated as of September 28, 2026 (this “Amendment”), is entered into by KENNEDY LEWIS CAPITAL COMPANY, a Delaware statutory trust (the “Limited Guarantor”), in favor of (a) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (as successor in interest to STATE STREET BANK AND TRUST COMPANY, together with its successors and assigns in such capacity, the “Collateral Agent”) for and on behalf of the Secured Parties (as defined in the Credit Agreement referred to below), (b) GS ASL LLC and its affiliates that are successors and assigns, as Administrative Agent (as defined in the Credit Agreement referred to below), (c) GOLDMAN SACHS BANK USA as Lender, Syndication Agent and Calculation Agent (each as defined in the Credit Agreement referred to below) and (d) the Lenders party to the Credit Agreement (as defined below).

R E C I T A L S

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Certain information in this document has been omitted and replaced with “[***]”. Such identified information has been omitted from this document because it is not material and is of the type that the registrant treats as private or confidential.

July 10, 2026                                

Reyna Thompson

39 Pelham Ridge Dr.

Greenville, South Carolina,

29615

Re: Updated terms and conditions of employment

Dear Reyna:

TD SYNNEX Corporation (the “Company”) is pleased to offer you updated terms and conditions of employment pursuant to this employment agreement (the “Agreement”) related to your position of President, North America of the Company on the following terms effective as of July 10, 2026 (the “Effective Date”):

1.Terms of Employment.

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Certain information in this document has been omitted and replaced with “[***]”. Such identified information has been omitted from this document because it is not material and is of the type that the registrant treats as private or confidential.

July 10, 2026

Alim Dhanji

16202 Bay Vista Drive,

Clearwater, Florida,

33760

Re: Updated terms and conditions of employment

Dear Alim:

TD SYNNEX Corporation (the “Company”) is pleased to offer you updated terms and conditions of employment pursuant to this employment agreement (the “Agreement”) related to your position of Chief Human Resources Officer & Executive Vice-President, Corporate Affairs (the “CHRO”) of the Company on the following terms effective as of July 10, 2026 (the “Effective Date”):

1.Terms of Employment.

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AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 3, dated as of October 1, 2026 (this “Amendment”), by and among Open Text Inc. (“OTI”) and Open Text Corporation (“OTC”), as Borrowers (collectively, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto (the “Guarantors”), the Swing Line Lender, the Documentary Credit Lender, each of the other Lenders party hereto and Barclays Bank PLC, as Administrative Agent and Collateral Agent (the “Administrative Agent”).

W I T N E S S E T H:

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