Browse EX-10 agreements

Tripadvisor, Inc.

Deferred Compensation Plan for Non-Employee Directors

(Amended and Restated on June 19, 2026)

1.

PURPOSE.The purpose of the Tripadvisor, Inc. Deferred Compensation Plan for Non-Employee Directors (this "Plan") is to provide non-employee directors of Tripadvisor, Inc., a Nevada corporation (or any successor thereto) (the ''Company"), with an opportunity to defer, on the terms and conditions set forth herein, the compensation paid to them.

All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Company’s 2023 Stock and Annual Incentive Plan as amended from time to time, or any successor plan (the “Stock Plan”).

2.

ELIGIBILITY.Any member of the Board of Directors of the Company (the "Board") who is not an employee of the Company (an “Eligible Individual”) is eligible to participate in this Plan.

3.

ELECTION TO DEFER COMPENSATION.

(a)

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PAPA JOHN’S INTERNATIONAL, INC.

AMENDMENT NO. 2 TO THE

2018 OMNIBUS INCENTIVE PLAN

WHEREAS, the Board of Directors (the “Board”) of Papa John’s International, Inc. (the “Company”) heretofore established, and the Company’s shareholders have approved, the 2018 Omnibus Incentive Plan (as it has been or may be amended and/or restated from time to time, the “Plan”); and

WHEREAS, the Company desires to amend the Plan to increase the sublimit amounts set forth in Sections 6.2(a) and (b) of the Plan in order (i) to provide additional flexibility to the Company in making grants of equity compensation to recipients under the Plan and (ii) to permit the Company to continue to make grants of equity compensation at annual grant values determined by the Compensation Committee of the Board that take into account market competitiveness, significance of the individual to the Company’s strategy and success, and the level of “total direct compensation” deemed to be market appropriate for such recipient; and

WHEREAS, Section 5.3 of the Plan permits the Board to amend the Plan.

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June 12, 2026

Paul Varki

Re: Changes to your Employment Agreement

Dear Paul,

I am writing to confirm our understanding regarding certain changes to the terms of your employment with Avalo Therapeutics, Inc. (the “Company”). This letter (the “Amendment”) amends the existing employment letter agreement, dated May 6, 2024 (the “Employment Agreement”), by and between you and the Company. This Amendment will be effective as of June 12, 2026 (the “Amendment Effective Date”). All capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Employment Agreement.

1.Amendments to Employment Agreement.

a.Section 7(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

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June 12, 2026

Jennifer Riley

Re: Changes to your Employment Agreement

Dear Jennifer,

I am writing to confirm our understanding regarding certain changes to the terms of your employment with Avalo Therapeutics, Inc. (the “Company”). This letter (the “Amendment”) amends the existing employment letter agreement, dated November 21, 2024 (the “Employment Agreement”), by and between you and the Company. This Amendment will be effective as of June 12, 2026 (the “Amendment Effective Date”). All capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Employment Agreement.

1.Amendments to Employment Agreement.

a.Section 7(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

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May 20, 2026

Mr. Matthew Orlando

Sent via email

Dear Matt:

I am pleased to confirm our amended offer to you, reflecting your additional responsibilities overseeing the People function of Kenvue Inc. (“Kenvue”), effective as of May 22, 2026 (the “Start Date”) through the closing of the merger transaction contemplated by that Agreement and Plan of Merger, by and among Kenvue, Kimberly-Clark Corporation, and the other parties thereto, dated as of November 2, 2025 (the “Closing”). During this period, you will continue to serve in your current role of General Counsel of Kenvue.

Your employer of record will continue to be Kenvue Brands LLC (together with its parent and affiliates, the “Company”). The following represents our offer to you:

Compensation

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is effective on the Commencement Date (as defined below), by and between Insmed Incorporated, a Virginia corporation (“Insmed”), and Samuele Butera(hereinafter, the “Executive” and, collectively with Insmed, “the “Parties.”).

WITNESSETH:

WHEREAS, Insmed desires to employ the Executive and the Executive desires to be employed by Insmed on the terms herein described.

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

1.Definitions. When used in this Agreement, the following terms shall have the following meanings:

(a)“Accrued Obligations” means:

(i)all accrued but unpaid Base Salary through the end of the Term of Employment;

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INSMED INCORPORATED

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE AMENDED AND RESTATED 2019 INCENTIVE PLAN FOR MEMBERS OF THE BOARD OF DIRECTORS

Grantee Name: [NAME]

Number of RSUs: [AMOUNT]

Grant Date:[DATE]

Pursuant to the Insmed Incorporated Amended and Restated 2019 Incentive Plan (the “Plan”) as amended through the date hereof and this Restricted Stock Unit Award Agreement (this “Agreement”), Insmed Incorporated (the “Company”) hereby grants an award of [AMOUNT]restricted stock units (the “Restricted Stock Units” or the “RSU Award”) to the individual named above (the “Grantee”). Subject to the restrictions and conditions set forth herein and in the Plan, Grantee shall receive the number of Restricted Stock Units specified above.

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PALLADYNE AI CORP.

STAND-ALONE RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant Name:(“Participant”)

Address:

Participant has been granted an award of Restricted Stock Units (the “Award”) subject to the terms and conditions of this Stand-Alone Restricted Stock Unit Agreement, which includes this Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto (the “Award Agreement”).

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PALLADYNE AI CORP.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

(effective as of June 8, 2026)

1. Purposes of the Plan. The purposes of this Plan are:

•

to attract and retain the best available personnel for positions of substantial responsibility,

•

to provide additional incentive to Employees, Directors and Consultants, and

•

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

2. Definitions. As used herein, the following definitions will apply:

2.1. “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

AMENDED AND RESTATED LICENSE AGREEMENT

BETWEEN

DAIICHI SANKYO COMPANY, LIMITED

AND

NUVATION BIO INC.

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TABLE OF CONTENTS

1. Definitions.	4
2. License Grants.	13
3. Governance, Development and Commercialization.	15
4. Technology Transfer.	20
5. Payments.	24
6. Intellectual Property.	30
7. Confidentiality.	37
8. Representations, Warranties and Covenants.	41

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Non-Employee Director Compensation Policy

of

Nuvation Bio Inc.

(Adopted April 15, 2026)

Non-Employee Directors of Nuvation Bio Inc. (the “Company”) are compensated for service on the Board of Directors of the Company (the “Board”) through a combination of cash retainer and equity awards. In addition, the Company reimburses Non-Employee Directors for reasonable expenses incurred in serving as a Non-Employee Director.

Cash Compensation

Effective July 1, 2026, annual retainers are paid in the following amounts to Non-Employee Directors:

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Execution Version $1,140,000,000 TERM LOAN CREDIT AGREEMENT Dated as of June 12, 2026 Among PRESTIGE CONSUMER HEALTHCARE INC., as Holdings, PRESTIGE BRANDS, INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, CITIBANK, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME CITIBANK, N.A., BARCLAYS BANK PLC MORGAN STANLEY SENIOR FUNDING, INC. GOLDMAN SACHS BANK USA, and RBC CAPITAL MARKETS,1 as Joint Lead Arrangers and Joint Bookrunners, 1 RBC Capital Markets is a marketing name for the investment banking activities of the Royal Bank of Canada. Exhibit 10.1 -i- TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS Section 1.01 Defined Terms .................................................................................................................. 2 Section 1.02 Other Interpretive Provisions ......................................................................................... 65 Section 1.03 Accounting Terms .......................................................................................................... 65

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