Browse EX-10 agreements

FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AMENDMENT NO. 6 This FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AMENDMENT NO. 6 (this “Amendment”), is dated as of June 22, 2026, among Kelly Receivables Funding, LLC, as seller (the “Seller”), Kelly Services, Inc., as servicer (the “Servicer”), PNC Bank, National Association (“PNC”), as a Related Committed Purchaser, as Purchaser Agent for the PNC Purchaser Group, as LC Bank (in such capacity, the “LC Bank”) and as an LC Participant (in such capacity, the “LC Participant”), and PNC Bank, National Association, as administrator for each Purchaser Group (in such capacity, the “Administrator”), to FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 5, 2016, among Seller, Servicer, the various Purchasers and Purchaser Agents from time to time party thereto, LC Bank, LC Participant, and Administrator (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). W I T N E S S E T H: WHEREAS, the Seller desires to amend the Receivables Pu

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FORM OF INDEMNIFICATION AGREEMENT

THISINDEMNIFICATION AGREEMENT (this “Agreement”), dated ___________, is effective as of the Effective Date (as defined below), by and between Liberty Media Corporation, a Nevada corporation (the “Company”), and ____________ (“Indemnitee”).

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

WHEREAS, the Company has asked Indemnitee to serve as [a director][an officer] of the Company;

WHEREAS, both the Company and Indemnitee recognize the omnipresent risk of litigation and other claims that are routinely asserted against officers and directors of companies operating in the public arena in the current environment, and the attendant costs of defending even wholly frivolous claims;

WHEREAS, the articles of incorporation and bylaws of the Company provide certain indemnification rights to the officers and directors of the Company, as provided by Nevada law;and

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SETTLEMENT AND NON-COMPETITION AGREEMENT This Settlement and Non-Competition Agreement (the "Agreement") is entered into as of February 25, 2026, effective as of the Effective Date (as defined below), by and between Rocco F. Arcuri, Sr. (the "Executive") and Adirondack Bank, a New York bank ("Bank") and a wholly owned subsidiary of Adirondack Bancorp, Inc. ("Company"). The Executive and Bank are sometimes referred to as the "Parties" for purposes of this Agreement. WITNESS ETH: WHEREAS, concurrently with the execution of this Agreement, Arrow Financial Corporation and Adirondack Bancorp, Inc. (the "Company") have entered into an Agreement and Plan of Merger, dated as of February 25, 2026 (the "Merger Agreement"), and all capitalized terms not defined herein shall have the meaning set forth in the Merger Agreement; and WHEREAS, the Bank desires to retain the Executive upon the Closing, and the Executive is willing to be retained by the Bank pursuant to this Agreement; and WHEREAS, Executive and the Bank desire to enter into this Agreement, which terminates the employment agreement by

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{Clients/1670/00318380.DOCX/2 } 13 value of such benefit shall be calculated based on a discount rate equal to 120 percent of the applicable federal rate as determined under Section 1274(d) of the Code and the regulations thereunder at the time the Plan is terminated. [Signature Page to Follow]

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CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, effective as of May 26, 2026, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Andrew T. Scribner (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

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CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, effective as of April 30, 2026, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Erik M. Mayer (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

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CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, effective as of April 30, 2026, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Trevor L. Williams (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of September 29, 2017 and originally effective as of October 1, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Jane Ann Davis (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Bank on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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CHANGE OF CONTROL SEVERANCE AGREEMENT

(As Amended and Restated)

THIS CHANGE OF CONTROL SEVERANCE AGREEMENT(this “Agreement”), originally dated and effective as of January 8, 2018, which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), by and between Carter Bankshares, Inc. (the “Holding Company”) and Carter Bank & Trust (the “Bank”) and Arthur Loran Adams (“Employee”).

WITNESSETH:

WHEREAS, Employee is a valuable employee of the Bank;

WHEREAS, the Bank wishes to encourage Employee to continue Employee’s career and services with the Bank and to remain with the Bank during any potential change of control of the Holding Company; and

WHEREAS, the Holding Company, the Bank and Employee have agreed to enter into this Agreement, as amended and restated, to set forth the terms on which Employee may be entitled to severance pay from the Bank following a Change of Control (as defined below).

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EMPLOYMENTAGREEMENT

This EmploymentAgreement (the “Agreement”),dated as of July 1, 2026 is by and betweenSixFlagsEntertainmentCorporation,aDelawarecorporation(the“Company”),and Mark Pauls (the “Executive”).

WHEREAS, the Board of Directorsof theCompany (the “Board”)hasapproved the hiringofExecutiveasChiefOperatingOfficer(“ChiefOperatingOfficer”)oftheCompany, effective as of the Effective Date (as defined herein); and

WHEREAS,theCompanyandExecutivedesiretoenter intothisAgreementtoreflectthe terms of Executive’s employment as Chief Operating Officer of the Company.

NOW,THEREFORE, inconsiderationofsuchemploymentandthemutualcovenants andpromiseshereincontained,andforothergoodandvaluableconsideration, thereceiptand sufficiency ofwhichare hereby acknowledged,theCompanyand Executiveagreeasfollows:

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SECONDAMENDMENTTOEMPLOYMENTAGREEMENT

This Second Amendment to Employment Agreement (the “Amendment”) is made as of June 25, 2026, between Six Flags Entertainment Corporation, a Delaware corporation (the “Company”) and Tim Fisher (“Executive”). Capitalized terms used in this Amendment that are not defined herein shall have the meaning ascribed to them in the Employment Agreement (as defined below).

WHEREAS the Company and Executive are parties to an employment agreement datedOctober8,2024,asamendedbytheFirstAmendmenttheretodatedasofNovember21,2025(as amended, the “Employment Agreement”);

WHEREAS, the Company and Executive desire for the term of the Employment AgreementtoexpireonDecember15,2026,andfortheExecutivetoremainwiththeCompanythrough such date, or such earlier date as mutually agreed to by the Company and the Executive;

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