Browse EX-10 agreements

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

This Amendment No. 1 to Distribution Agreement (this “Amendment”) is made and entered into as of May 27, 2026, by and among Host Hotels & Resorts, Inc., a Maryland corporation (the “Company”), J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, each in their capacities as Agents and/or Forward Sellers (as applicable), and JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, each in their capacities as Forward Purchasers.

WHEREAS, the parties hereto are party to that certain Distribution Agreement, dated as of May 31, 2023 (the “Distribution Agreement”);

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Execution Version

FOURTH AMENDMENT

This FOURTH AMENDMENT, dated as of May 28, 2026 (this “Agreement”), by and among PENN Entertainment, Inc. (f/k/a Penn National Gaming, Inc.), a Pennsylvania corporation (“Borrower”), the Guarantors, the Lenders party hereto, Bank of America, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders under the Credit Agreement and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement (as defined below).

RECITALS:

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GSI TECHNOLOGY, INC.

2027 VARIABLE COMPENSATION PLAN

(Effective as of April 1, 2026)

1.             Introduction. The Company hereby adopts the Plan, effective as of April 1, 2026. The purpose of the Plan is to encourage performance and achieve retention of a select group of executive employees of GSI Technology, Inc. This document constitutes the written instrument under which the Plan is maintained.

2.             Definitions.

“Cause” means (i) conviction of a felony or a crime of moral turpitude; (ii) misconduct that results in harm to the Company; (iii) material failure to perform assigned duties; or (iv) willful disregard of lawful instructions from the chief executive officer of the Company or the Board of Directors relating to the business of the Company or any of its affiliates.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued with respect thereof.

“Committee” means the Compensation Committee of the Company’s Board of Directors.

“Company” means GSI Technology, Inc., a Delaware corporation.

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BRAINSTORM CELL THERAPEUTICS INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of     ,    by and between Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), and       (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificate of Incorporation (as amended, restated, modified, supplemented and in effect from time to time, the “Charter”) and the Bylaws (as amended, restated, modified, supplemented and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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CEO Participation Agreement

Appendix A

Standard BioTools Inc. 2023 Change of Control and Severance Plan (as amended and restated, May 21, 2026)

Participation Agreement

Standard BioTools Inc. (the “Company”) is pleased to inform you that you have been selected to participate in the Company’s 2023 Change of Control and Severance Plan, as amended and restated (the “Plan”) as a Participant.

A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.

In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement.

Definition of “Good Reason”

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STANDARD BIOTOOLS INC.

2023 CHANGE OF CONTROL AND SEVERANCE PLAN

AND SUMMARY PLAN DESCRIPTION

Adopted August 4, 2023 (as amended and restated May 21, 2026)

Introduction. The purpose of this Standard BioTools Inc. 2023 Change of Control and Severance Plan (as amended and restated and as may be further amended from time to time), or Plan (as defined in Section 2 below), is to provide assurances of specified benefits to certain employees of the Company whose employment is subject to being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described herein. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. The Plan, as originally adopted, replaced that certain Fluidigm Corporation Change of Control and Severance Plan and Summary Plan Description ado

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Appendix A

Executive Leadership Team Members

Standard BioTools Inc. 2026 Change of Control and Severance Plan

Participation Agreement

Standard BioTools Inc. (the “Company”) is pleased to inform you that you have been selected to participate in the Company’s 2026 Change of Control and Severance Plan (the “Plan”) as a Participant.

A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.

In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement.

Definition of “Good Reason”

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Appendix A

Executive Leadership Team Members

Standard BioTools Inc. 2026 Change of Control and Severance Plan

Participation Agreement

Standard BioTools Inc. (the “Company”) is pleased to inform you that you have been selected to participate in the Company’s 2026 Change of Control and Severance Plan (the “Plan”) as a Participant.

A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.

In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement.

Definition of “Good Reason”

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STANDARD BIOTOOLS INC.

2026 CHANGE OF CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION

Adopted May 21, 2026

Introduction. The purpose of this Standard BioTools Inc. 2026 Change of Control and Severance Plan, or Plan (as defined in Section 2 below), is to provide assurances of specified benefits to certain employees of the Company whose employment is subject to being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described herein. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. This Plan is a replacement for that certain Standard BioTools Inc. Change of Control and Severance Plan and Summary Plan Description adopted by the Compensation Committee of Standard BioTools Inc. on August 27, 2024 (the “Prior Plan”). The Prior Plan expires ac

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AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (as defined below) is made and entered into as of 5th day of May 2026, by and between HealthEquity, Inc., a Delaware corporation (the “Company”), and Delano W. Ladd (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, entered into as of the 3rd day of February 2016, (the “Employment Agreement”), which governs the terms of Executive’s employment with the Company; and

WHEREAS, the Company and Executive now desire to amend the Employment Agreement, effective immediately, to more accurately reflect Executive’s annual incentive compensation opportunity.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

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AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (as defined below) is made and entered into as of 5th day of May 2026, by and between HealthEquity, Inc., a Delaware corporation (the “Company”), and Michael H. Fiore (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, entered into as of the 17th day of January 2024, (the “Employment Agreement”), which governs the terms of Executive’s employment with the Company; and

WHEREAS, the Company and Executive now desire to amend the Employment Agreement, effective immediately, to more accurately reflect Executive’s annual incentive compensation opportunity.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

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AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (as defined below) is made and entered into as of the 5th day of May 2026, by and between HealthEquity, Inc., a Delaware corporation (the “Company”), and Scott R. Cutler (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, entered into as of the 11th day of November 2024 (the “Employment Agreement”), which governs the terms of Executive’s employment with the Company; and

WHEREAS, the Company and Executive now desire to amend the Employment Agreement, effective immediately, to more accurately reflect Executive’s annual incentive compensation opportunity.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

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