Browse EX-10 agreements

KARDIGAN, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Kardigan, Inc., a Delaware corporation (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

…

KARDIGAN, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

1.	Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Kardigan, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

2.	Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

3.	Administration

…

KARDIGAN, INC.

INDEMNIFICATION AGREEMENT

(For Directors of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [•] by and between Kardigan, 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 provide or 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 and in effect from time to time, the “Charter”) and the Bylaws (as amended 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”);

…

ENCARDA, INC.

2023 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the EnCarda, Inc. 2023 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of EnCarda, Inc., a Delaware corporation (including any successor entity, the “Company”) and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.

The following terms shall be defined as set forth below:

…

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of                      , 2026 by and between DPC Holdings Limited, a Bailiwick of Jersey company with registration number 130424 (the “Company”), and                   [a member of the board of directors][an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.

RECITALS

WHEREAS, the board of directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

…

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of        , 2026 among DPC Holdings Limited (to be named DPC Holdings PLC, a Jersey, Channel Islands company, the “Company”), and each of the shareholders of the Company listed on Exhibit A hereto (the “Reporting Shareholders”), each of which holds, as of the date hereof, five percent (5%) or more of the Company’s Ordinary Shares. Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit B hereto.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1    Demand Registrations.

(a)            Demand Requests for Registration Statements.

…

Shareholder Director Nominee Agreement

This shareholder nominee agreement (this “Agreement”) is dated as of May 22, 2026, by and between DPC Holdings Limited (the “Company”), a Jersey, Channel Islands corporation, and J.F. Lehman & Company, LLC (together with its related investment funds. “JFL”), a Delaware limited liability company.

Recitals

WHEREAS, it is intended that there will be an initial public offering of ordinary shares of the Company (such shares, the “Ordinary Shares” and such initial public offering, the “Offering”) and listing of the Ordinary Shares on the New York Stock Exchange (the “NYSE”);

WHEREAS, as of the date hereof and upon the closing of the Offering, the Company’s board of directors (“Board”) consists of and will consist of 9 directors (the “Total Number of Directors”);

…

PRIVATE & CONFIDENTIAL

Name

By Email

          , 2026

Dear Name,

Management Incentive Plan (“MIP”)

Capitalised terms used but not otherwise defined in this letter shall have the meanings given to them in the existing MIP Rules for Members (the “MIP Rules”).

We are writing to you in connection with your participation in the MIP. This letter, to be signed as a deed, constitutes a request for your consent, in your capacity as a Participant, to

	i)	a proposed variation to the MIP Rules when determining the amount of your MIP payment (the “Proposed Variation”) and

	ii)	commit to reinvest part of your MIP payment to buy Ordinary Shares when the company goes public (IPO). You’ll buy these shares at the set price through a special program (called a directed share program) run by one of the underwriters. This program is designed to help people purchase shares during the IPO.

Variation to the existing MIP Rules

…

DPC Holdings Limited 2026 Equity Incentive Plan

ARTICLE I PURPOSE; EFFECTIVE DATE; TERM

1.1 Purpose. The name of the Plan is the DPC Holdings Limited 2026 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Stock Options.

…

Jason Mays Mailed Electronically

February 21,2018

Dear Jason,

We are pleased to confirm the change to your role as Managing Director -Structural Castings to include responsibility for Bochum and Deritend. In this position you will continue to report directly to Ian Dunkinson, President - Cast Products.

This change is effective as of January 1, 2018. In connection with this change, your base annual salary will increase to $270,000 per year.

You will continue to be eligible to participate in the Company’s discretionary bonus scheme. This scheme is non-contractual and non-pensionable. The company reserves the right to amend this scheme from time to time. Under the present scheme, for 2018, payable in April 2019 if all conditions for payment are met, your bonus target will be 40% of your base salary, and your maximum potential bonus would be 80% of base salary. Documented guidelines for the 2018 scheme will be issued in due course.

…

DATED19-Mar-24

(1) DONCASTERS LIMITED

(2) DAVID EGAN

SENIOR EXECUTIVE'S SERVICE AGREEMENT

Contents

	1.	DEFINITIONS AND INTERPRETATIONS	2

	2.	EMPLOYMENT	5

	3.	FREEDOM TO TAKE UP THE APPOINTMENT	5

	4.	TERM OF EMPLOYMENT	6

	5.	DUTIES OF THE EXECUTIVE	7

	6.	HOURS OF WORK	9

	7.	PLACE OF WORK	9

	8.	SALARY AND BONUS	9

	9.	EXPENSES	10

	10.	PENSION AND LIFE ASSURANCE	10

	11.	PRIVATE MEDICAL EXPENSES INSURANCE SCHEME	10

	12.	HOLIDAY	11

…

Exhibit 10.4

SUBJECT TO CONTRACT

Dated10th February 2020

DONCASTERS LIMITED

MIKE QUINN

SERVICE AGREEMENT

London

99 Bishopsgate London EC2M 3XF (44) 020 7710 1000 (Tel) (44) 020 7374 4460 (Fax) www.lw.com

SERVICE AGREEMENT

THIS AGREEMENT is made on 10th February 2020

BETWEEN

	(1)	Doncasters Limited, a company registered in England with registered number 00321992 and having its registered office at Repton House, Bretby Business Park, Ashby Road, Burton Upon Trent, Staffordshire, England, DE 15 0YZ (the “Company”); and

	(2)	Mike Quinn, residing at [***] (the Executive)

BACKGROUND

The Company wishes to employ the Executive as Advisor for an initial period, and then Chief Executive Officer on the terms and conditions of this Agreement and the Executive wishes to accept such employment.

IT IS AGREED as follows:

	1.	DEFINITIONS AND INTERPRETATION

	1.1	Definitions

…