Browse EX-10 agreements

MESH OPTICAL TECHNOLOGIES CORPORATION

2025 EQUITY INCENTIVE PLAN

As Adopted on January 29, 2025, As Amended on March 24, 2025,

As Amended on January 27, 2026

1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through the grant of Awards covering Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.

2.SHARES SUBJECT TO THE PLAN.

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FIRST SUPPLEMENTAL INDENTURE

Dated as of May 12, 2026

among

ALASKA AIRLINES, INC.,
as Issuer

and

ALASKA AIR GROUP, INC.,

as Guarantor

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

6.500% Senior Notes Due 2031

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TABLE OF CONTENTS

Page

Section 2.     Title and Form    1

Section 3.     Special Transfer Provisions    2

Section 4.     Maturity Date    5

Section 5.     Interest and Interest Rates    5

Section 6.     Aggregate Principal Amount    5

Section 7.     Method of Payment    5

Section 8.     Optional Redemption    6

Section 9.     Global Notes    8

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Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTYAGREEMENT

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND

GUARANTY AGREEMENT (this “Amendment”), dated as of April 20, 2026 among ALASKA AIRLINES, Inc., an Alaska corporation (the “Borrower”), ALASKA AIR GROUP, INC. (the “Parent”) and Hawaiian Airlines, Inc. (“Hawaiian”), as guarantors, CITIBANK, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors and permitted assigns in such capacity, the “AdministrativeAgent”) and the Consenting Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Amendment).

W I T N E S S E T H:

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ALASKA AIR GROUP PERFORMANCE BASED PAY PLAN

(Amended and Restated May 12, 2026)

The Board of Directors (the “Board”) of Alaska Air Group, Inc. (the “Company”) has adopted the Performance Based Pay Plan (the “Plan”) to reward eligible employees of its wholly-owned airline subsidiaries (each, a “Subsidiary”). The Board has delegated authority to the Compensation and Leadership Development Committee (the “Committee”) to administer the Plan. The Performance Based Pay Award (“Award”) of each eligible Plan Participant will depend upon the degree to which the Company and the Subsidiaries achieve the applicable performance goals and, if applicable, an award modifier, set by the Committee for each calendar year (a “Plan Year”) and upon the discretion of the Committee as explained below.

This Amended and Restated Plan is effective beginning with the 2025 Plan Year and each year thereafter until amended, restated or terminated, pursuant to Paragraph 8. For the terms of Awards granted for any earlier Plan Year, refer to the version of the Plan in effect for the applicable Plan Year.

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ALASKA AIRLINES, INC.,
ISSUER

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE

_________________

INDENTURE
DATED AS OF MAY 12, 2026

_________________

PROVIDING FOR ISSUANCE OF DEBT SECURITIES IN SERIES

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CROSS-REFERENCE TABLE(1)

TRUST INDENTURE ACT SECTION					SECTION OF INDENTURE
310(a)					7.09
310(b)					7.08
311(a)					7.13
311(b)					7.13
312(a)					5.01; 5.02(a)
312(b)					5.02(c)
312(c)					5.02(d)

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EXECUTION VERSION

SECOND AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT SECOND AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT,

dated as of May 12, 2026, among AS MILEAGE PLAN IP Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as borrower (the “Borrower”), ALASKA AIR GROUP, INC., a Delaware corporation (“Parent”), ALASKA AIRLINES, INC., an Alaska corporation (“Alaska”), AS MILEAGE PLAN HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo” and, together with Parent and Alaska, the “Guarantors” and each a “Guarantor”), BANK OF AMERICA, N.A., as administrative agent for the Lenders (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., as the designated lender of the 2026 Incremental Term Loans referred to below (in such capacity, the “Designated 2026 Incremental Term Lender”), which shall constitute the Second Amendment (this “Second Amendment”) to the Term Loan Credit and Guaranty Agreemen

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ALASKA AIR GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN

(As amended by the Board on May 13, 2026

for Offering Periods commencing on or after November 1, 2026)

1.PURPOSE

The purpose of this Plan is to assist Eligible Employees in acquiring a stock ownership interest in the Company, at a favorable price and upon favorable terms, pursuant to a plan which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. This Plan is also intended to encourage Eligible Employees to remain in the employ of the Company or a Participating Subsidiary and to provide them with an additional incentive to advance the best interests of the Company.

2.DEFINITIONS

Capitalized terms used herein which are not otherwise defined shall have the following meanings.

(a)“Account” means the bookkeeping account maintained by the Company, or by a record keeper on behalf of the Company, for a Participant pursuant to Section 7(a).

(b)“Board” means the Board of Directors of the Company, as defined below.

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IDEAYA Biosciences, Inc.

Non-Employee Director Compensation Program

(as amended effective as of June 16, 2026)

This IDEAYA Biosciences, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2019 Incentive Award Plan (the “Plan”) and, as amended herein, shall be effective as of June 16, 2026 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

Cash Compensation

Annual retainers will be paid in the following amounts to Non-Employee Directors:

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Execution Version

FIRSTAMENDMENTTOREVENUEINTERESTFINANCINGAGREEMENT

THISFIRSTAMENDMENTTOREVENUEINTERESTFINANCINGAGREEMENT(this “Amendment”), dated as of March 27, 2024 (the “Amendment Effective Date”), is made among RHYTHM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), HCR RHYTHM SPV, LLC, as administrative agent (in such capacity, “Investor Representative”) and the Investors signatory hereto.

Company, the Investors and Investor Representatives are parties to a Revenue Interest FinancingAgreement dated as of June 16, 2022 (as amended, restated or modified from time to time, the “Financing Agreement”).Borrower has requested that the Investor Representative and the Investors agree to certain amendments to the Financing Agreement.The Investor Representative and the Investors have agreed to such request, subject to the terms and conditions hereof.

Accordingly the parties hereto agree as follows:

SECTION1Definitions;Interpretation.

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Rhythm Pharmaceuticals, Inc.

Non-Employee Director Compensation Program

Non-employee members of the board of directors (the “Board”) of Rhythm Pharmaceuticals, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for

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Execution Version

SECONDAMENDMENTTOREVENUEINTERESTFINANCINGAGREEMENT

THISSECONDAMENDMENTTOREVENUEINTERESTFINANCINGAGREEMENT(this “Amendment”), dated as ofJune 29, 2026 (the “Amendment Effective Date”), is made among RHYTHM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), HCR RHYTHM SPV, LLC, as administrative agent (in such capacity, “Investor Representative”) and the Investors signatory hereto.

Company, the Investors and Investor Representatives are parties to a Revenue Interest FinancingAgreement dated as of June 16, 2022 (as amended, restated or modified from time to time, the “Financing Agreement”).Borrower has requested that the Investor Representative and the Investors agree to certain amendments to the Financing Agreement.The Investor Representative and the Investors have agreed to such request, subject to the terms and conditions hereof.

Accordingly, the parties hereto agree as follows:

SECTION1Definitions;Interpretation.

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June 25, 2026

By Email

Pamela Cramer

[Address Redacted]

Dear Pam:

As discussed, this letter confirms the cessation of your employment with Rhythm Pharmaceuticals, Inc. (“Rhythm” or the “Company”) effective July 1, 2026.

Regardless of whether you enter into the below letter agreement with the Company, upon your separation from employment, you will be entitled to all accrued, but unused vacation and compensation through your last day of employment. You will also have the right to continue group health insurance coverage after the termination of your employment under the law known as “COBRA.” The terms for that opportunity will be set forth in a separate written notice. Your eligibility to participate in any other employee benefit plans and programs of the Company ceases on or after the termination of your employment in accordance with applicable benefit plan or program terms and practices. In addition, enclosed with this letter, please find a pamphlet from the Massachusetts Department of Workforce Development Division of Unemployment Assistance entitled, How To File For Unemploy

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