Browse EX-10 agreements

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into, effective as of May 29, 2026 (the “Effective Date”), by and between Seneca Savings Bank, National Association (the “Bank”) and Joseph G. Vitale (“Executive”) and supersedes and replaces the prior employment agreement by and between Executive originally effective as of April 6, 2017 (the “Prior Agreement”).  Any reference to the “Company” means Seneca Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.

WHEREAS, the Bank desires to assure itself of the continued services of Executive for the period provided in this Agreement; and

WHEREAS, the Bank desires to set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified from time to time.

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:

1. POSITION AND RESPONSIBILITIES.

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of May 29, 2026 (the “Effective Date”), by and between Seneca Savings Bank, National Association (the “Bank”) and Angelo Testani (“Executive”).  Any reference to the “Company” means Seneca Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.

WHEREAS, the Bank wishes to assure itself of the continued services of Executive for the period provided in this Agreement; and

WHEREAS, in order to induce Executive to remain in the employ of the Bank and to provide further incentive for Executive to achieve the financial and performance objectives of the Bank, the parties desire to enter into this Agreement; and

WHEREAS, the Bank desires to set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified from time to time.

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:

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, effective as of July 1, 2026 (the “Effective Date”), by and between Seneca Savings Bank, National Association (the “Bank”) and Angela Krezmer (“Executive”).  Any reference to the “Company” means Seneca Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.

WHEREAS, the Bank wishes to assure itself of the continued services of Executive for the period provided in this Agreement; and

WHEREAS, in order to induce Executive to remain in the employ of the Bank and to provide further incentive for Executive to achieve the financial and performance objectives of the Bank, the parties desire to enter into this Agreement; and

WHEREAS, the Bank desires to set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified from time to time.

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:

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SECOND AMENDMENT TO THE

SENECA SAVINGS BANK, NATIONAL ASSOCIATION

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

FOR VINCENT FAZIO

This Second Amendment (the “Amendment”) is adopted this 29 day of May 2026, by Seneca Savings Bank, National Association (the “Bank”) for the benefit of Vincent Fazio (the “Executive”).

WHEREAS, the Bank and the Executive have previously entered into the Supplemental Executive Retirement Agreement made effective on June 20, 2016, as amended on June 9, 2025 (the “Agreement”), which is an unfunded deferred compensation arrangement intended to encourage the Executive to remain an employee of the Bank;

WHEREAS, the Agreement is designed to provide supplemental retirement benefits to the Executive upon Executive’s retirement, or other events as provided in the Agreement, which benefits are to be payable out of the Bank’s general assets;

WHEREAS, the Executive intends to retire from his role as Executive Vice President and Chief Financial Officer of the Bank effective on June 30, 2026 (the “Retirement Date”); and

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RETIREMENT AND CONSULTING AGREEMENT

THIS RETIREMENT AND CONSULTING AGREEMENT, dated as of May 29, 2026 (this “Agreement”), is made and entered into by and between Seneca Savings Bank, National Association (the “Bank”), the wholly owned subsidiary of the Seneca Bancorp, Inc. (the “Company”), and Vincent J. Fazio (“Executive”).

WHEREAS, Executive is employed by the Company and the Bank as Executive Vice President and Chief Financial Officer; and

WHEREAS, Executive has notified the Company and the Bank of his intent to voluntarily retire from employment with the Company and the Bank, effective as of the Retirement Date (as defined below).

NOW, THEREFORE, the parties hereby acknowledge the following in connection with Executive’s retirement:

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EXECUTIVE TRANSITION AND CONSULTING AGREEMENT

This EXECUTIVE TRANSITION AND CONSULTING AGREEMENT (this “Agreement”) is entered into as of July 3, 2026 (the “Effective Date”), by and between WesBanco, Inc., a West Virginia corporation (together with its subsidiaries and affiliates, the “Company”), and Michael L. Perkins (the “Executive”).

RECITALS

WHEREAS, the Executive currently serves as Senior Executive Vice President and Chief Risk Officer of the Company;

WHEREAS, on January 22, 2026, the Executive informed the Company’s Board of Directors that he will retire from his position as the Company’s Senior Executive Vice President and Chief Risk Officer, effective June 30, 2026.

WHEREAS, the Executive and the Company desire to provide for the Executive’s orderly transition from his role as Senior Executive Vice President and Chief Risk Officer and his subsequent engagement as a consultant to the Company to facilitate the orderly transition of the Chief Risk Officer duties and responsibilities;

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [__], 2026, is by and between AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”) and [__] (the “Indemnitee”).

WHEREAS, Indemnitee is a [a member of the Board of Directors (the “Board”)/an officer] of the Company;

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

WHEREAS, the [Board] [board of directors of the Company (the “Board”)] has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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THE ISSUE PRICE OF THIS NOTE IS $250,000.00

THE ORIGINAL ISSUE DISCOUNT IS $50,000.00

Principal Amount: $250,000.00	Issue Date: June __, 2026
Purchase Price: $200,000.00

PROMISSORY NOTE

FOR VALUE RECEIVED, AVALON GLOBOCARE CORP., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of __________________, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of $250,000.00 together with any interest as set forth herein, on December 1, 2026 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of ten percent (10%) per annum from the due date thereof until the same is paid (“Default Interest”).

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SIDE LETTER

THIS SIDE LETTER (the “Letter”) is entered into as of June 1, 2026 (the “Effective Date”), by and between AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”) and Dune Equity Holdings LLC, a Delaware limited liability company (the “Holder”, and collectively with the Company, the “Parties”).

BACKGROUND

A. The Parties are the parties to that certain promissory note dated on or around the Effective Date (as amended from time to time, the “Note”); and

B. The Parties desire to enter into this Letter in connection with the execution of the Note.

NOW THEREFORE, in consideration of the execution and delivery of the Letter and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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EXECUTIVE RETENTION AGREEMENT

This Executive Retention Agreement (the “Agreement”) is made and entered into as of June 3, 2026 by and between AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”), and Luisa Ingargiola (the “Executive”) and is effective as of June 3, 2026 (the “Effective Date”).

Recitals:

WHEREAS, the Executive is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the markets in which the Company competes, and is expected to be dedicated to the success of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement to set forth the Executive’s duties and compensation and to provide specified compensation and benefits to the Executive in the event of a termination of employment.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

	1.	PURPOSE AND TERM; DUTIES

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Kaiser Aluminum Corporation

2021 EQUITY and INCENTIVE Compensation PLAN

(Amended and Restated Effective June 4, 2026)

Purpose. The purpose of this Plan is to permit award grants to non-employee Directors and officers, other employees and certain service providers of the Company and its Subsidiaries and to provide to such persons incentives and rewards for service and/or performance.

Definitions. As used in this Plan:

(a)

“Appreciation Right” means a right granted pursuant to Section 5 of this Plan, and will include Tandem Appreciation Rights and Free-Standing Appreciation Rights.

(b)

“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right.

(c)

“Board” means the Board of Directors of the Company.

(d)

“Cash Incentive Award” means a cash award granted pursuant to Section 8 of this Plan.

(e)

“Change in Control” has the meaning set forth in Section 12 of this Plan.

(f)

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PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT

HITEK GLOBAL INC.

Warrant Shares: [____]	Issuance Date: [_____], 2026

THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth at any time on or after the Issuance Date (such date, the “Initial Exercise Date”) and until it is exercised in full, provided that if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hitek Global Inc., an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company”), up to [___] Class A ordinary shares (the “Warrant Shares”), par value $0.015 per share, of the Company (“**Ordinary

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