Browse EX-10 agreements

Exhibit 10.1 PINNACLE FINANCIAL PARTNERS, INC. September 9, 2026 Harold R. Carpenter (at the address on file with the Company) Dear Harold: This letter amends and restates the letter agreement dated as of January 14, 2026 (as so amended and restated, this “Letter Agreement”) concerning your agreement not to compete with Pinnacle Financial Partners, Inc., a Georgia corporation (the “Company”) for the sole purpose of extending the Restricted Period (as defined herein). 1. Restrictive Covenants A. Noncompetition During the Restricted Period, you will not, without the prior written consent of the Company, in the Restricted Territory, on your own behalf, or on behalf of any other person: (i) assist or have an interest in (whether or not such interest is active), whether as partner, investor, advisor, stockholder, officer, director or as any type of principal whatsoever, any person, firm, partnership, association, corporation or business organization, entity or enterprise that is or is about to become directly or indirectly engaged in any business or activity (whether such enterprise is in

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SETTLEMENT AGREEMENT

This Settlement Agreement sets forth the terms and conditions of a settlement between and among the State of North Carolina, by and through the North Carolina Attorney General, and Bladen County, Brunswick County, Columbus County, Cumberland County, New Hanover County, Robeson County, Sampson County, Town of Wrightsville Beach, City of Lumberton, Village of Bald Head Island, and Lower Cape Fear Water and Sewer Authority, on the one hand; and EIDP, Inc., Corteva, Inc., DuPont de Nemours Inc., The Chemours Company, and The Chemours Company FC, LLC, on the other hand.

WHEREAS, E. I. du Pont de Nemours and Company formerly owned and operated a chemical manufacturing facility located in Bladen County, North Carolina, commonly known as “Fayetteville Works,” and, in connection with its separation and spin-off of The Chemours Company, ownership and operation of Fayetteville Works were transferred to Chemours FC, which has owned and operated Fayetteville Works as an independent company since July 1, 2015;

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EXECUTION VERSION

AMENDMENT NO. 6 TO

THIRD AMENDED AND RESTATED LOAN AGREEMENT

This AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of September 3, 2026, by and among CS INTERMEDIATE HOLDCO 1 LLC, a Delaware limited liability company (“Holdings”), COOPER-STANDARD AUTOMOTIVE INC., an Ohio corporation (the “U.S. Borrower”), COOPER-STANDARD AUTOMOTIVE CANADA LIMITED, an Ontario corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party hereto, BANK OF AMERICA, N.A., individually and as agent (“Agent”), and the Lenders signatory hereto.

RECITALS

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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S, PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

FORM OF STOCK PURCHASE AGREEMENT

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**Execution Version **

$1,250,000,000

GROUP 1 AUTOMOTIVE, INC.

6.250% Senior Notes due 2032

6.625% Senior Notes due 2035

*Purchase Agreement *

September 8, 2026

J.P. Morgan Securities LLC

As Representative of the

several Initial Purchasers listed

in Schedule*** 1* hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Group 1 Automotive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule*** 1* hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $625,000,000 aggregate principal amount of its 6.250% Senior Notes due 2032 (the “2032 Notes”) and $625,000,000 aggregate principal amount of its 6.625% Senior Notes due 2035 (the “2035 Notes,” and, together with the 2032 Notes, the “Securities”). The Securities will be issued pursuant to indentures (the “Indentures”) to be dated as of the Closing Date (as defined below) among the Company, the guarantors listed in Schedule 2 hereto

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September 1, 2026

David Bailey

[Address]

Dear David:

STAAR Surgical Company is pleased to offer you the position of Chief Commercial Officer reporting to Warren Foust, President and Chief Executive Officer. Your beginning wage will be $575,000 (CHF 462,825) in addition to all the benefits offered through our current policies.

Subject to approval by the Compensation Committee of the Board of Directors, you will receive an initial equity grant valued at $850,000, to be granted on your start date. This initial equity grant will be issued in the form of Restricted Stock Units (RSUs). The RSUs will vest over a three-year period, with 1/3 vesting on the first anniversary of the grant date, 1/3 vesting on the second anniversary of the grant date, and the remaining 1/3 vesting on the third anniversary of the grant date. Additionally, you will receive a 2026 annual long-term incentive award valued at $1,400,000, which will be prorated based on your date of hire, in the form of 50% stock options and 50% RSUs. You will also be eligible to receive annual equity grants through participation

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Execution Version

Published Deal CUSIP Number: [_________]
Published Revolving Facility CUSIP Number: [_________]

Amended and Restated FIVE-YEAR CREDIT AGREEMENT

Dated as of September 9, 2026

among

PRINCIPAL LIFE INSURANCE COMPANY,**
**as Borrower,

PRINCIPAL FINANCIAL GROUP, INC.,
and
PRINCIPAL FINANCIAL SERVICES, INC.,**
**as Guarantors,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

and

The Other Lenders Party Hereto,

wells fargo securities, llc,

BOFA securities, inc.,
CITIBANK, N.A.,

**Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A.
and
morgan stanley senior funding, Inc.
**as Joint Lead Arrangers and Joint Bookrunners,
and

BANK of america, n.a.,
CITIBANK, N.A.,

**Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A.
and
**MORGAN STANLEY BANK, N.A.
as Co-Syndication Agents

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Wrap Technologies, Inc., a Delaware corporation (the “Company”), and Jared Novick (“Executive”) on September 2, 2026 (the “A&R Effective Date”), and amends, restates, and supersedes in its entirety the employment agreement entered into by the Company and Executive dated December 26, 2023 (the “Original Agreement”), effective as of the A&R Effective Date. The date of the Original Agreement, December 26, 2023, shall remain the “Effective Date” for purposes of the original employment terms.

WHEREAS, Executive and the Company entered into the Original Agreement;

WHEREAS, the parties desire to amend and restate the Original Agreement to provide for an additional equity award under Section 3(c)(ii) hereof;

WHEREAS, except as expressly modified as provided above, the parties intend that all other terms and conditions of Executive’s employment shall remain substantively unchanged from the Original Agreement;

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PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT

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WRAP TECHNOLOGIES, INC.

2017 EQUITY COMPENSATION PLAN

1. Grant of Award. Pursuant to the Wrap Technologies, Inc. 2017 Equity Compensation Plan (the “Plan”) for Employees, Directors, and Consultants of Wrap Technologies, Inc., a Delaware corporation (the “Company”), the Company grants to Jared Novick (the “Participant”) an Award of Restricted Stock in accordance with Section 7(b) of the Plan (this “Award”). The number of shares of Common Stock awarded under this Restricted Stock Award Agreement (the “Agreement”) is 2,000,000 shares (the “Awarded Shares”); provided, however, that in the event that stockholder approval of an increase in shares of Common Stock reserved for issuance under the Plan (the “Stockholder Approval”) is not obtained by the Company prior to March 15, 2027, 800,000 of the Awarded Shares shall be null and void and shall be forfeited in accordance with Section 4 below (the “Stockholder Approval Requirement”). The “Date of Grant” of this Award

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Wrap Technologies, Inc., a Delaware corporation (the “Company”), and Scot Cohen (“Executive”) on September 2, 2026 (the “A&R Effective Date”), and amends, restates, and supersedes in its entirety the employment agreement entered into by the Company and Executive dated October 12, 2023, as amended on January 14, 2024 (the “Original Agreement), effective as of the A&R Effective Date. The date of the Original Agreement, October 12, 2023, shall remain the “Effective Date” for purposes of the original employment terms.

WHEREAS, Executive and the Company entered into the Original Agreement;

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PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT

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WRAP TECHNOLOGIES, INC.

2017 EQUITY COMPENSATION PLAN

1. Grant of Award. Pursuant to the Wrap Technologies, Inc. 2017 Equity Compensation Plan (the “Plan”) for Employees, Directors, and Consultants of Wrap Technologies, Inc., a Delaware corporation (the “Company”), the Company grants to Scot Cohen (the “Participant”) an Award of Restricted Stock in accordance with Section 7(b) of the Plan (this “Award”). The number of shares of Common Stock awarded under this Restricted Stock Award Agreement (the “Agreement”) is 4,000,000 shares (the “Awarded Shares”); provided, however, that in the event that stockholder approval of an increase in shares of Common Stock reserved for issuance under the Plan (the “Stockholder Approval”) is not obtained by the Company prior to March 15, 2027, 1,600,000 of the Awarded Shares shall be null and void and shall be forfeited in accordance with Section 4 below (the “Stockholder Approval Requirement”). The “Date of Grant” of this Award

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