Browse EX-10 agreements

PERFORMANCE STOCK UNIT AWARD AGREEMENT

UNDER THE CENTURI HOLDINGS, INC.

OMNIBUS INCENTIVE PLAN

This Performance Stock Unit Award Agreement, together with Appendix A (this “Award Agreement”) is dated as of [●], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix Aof this Award Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.

Overview of Your Award

Aggregate Target Number of Performance Stock Units Granted: [●] (the “Target Performance Units”)

Performance Cycle: [January 1, [●] to December 31, [●]] (the “Performance Cycle”)

Date of Grant: [●]

Vesting Schedule:

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CENTURI HOLDINGS, INC.

DIRECTOR COMPENSATION POLICY

(Approved by the Board of Directors on April 30, 2026)

The following sets forth the compensation program for non-employee members of the Board of Directors (the “Board”) of Centuri Holdings, Inc. (the “Company”), effective April 30, 2026. Capitalized terms used herein but not defined shall have the same meaning ascribed to them in the Company’s Omnibus Incentive Plan (the “Plan”).

Directors who are also full-time employees of the Company or any of its subsidiaries are not entitled to additional compensation for serving on the Board, and references to “director” below include only members of the Board who are not full-time employees of the Company or any of its subsidiaries.

At each director’s option, and subject to the terms and conditions of an agreement between the Company and the director, the cash retainer and equity compensation described below may be deferred pursuant to the Company’s Directors Deferred Compensation Plan.

Cash Retainers

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AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS

UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLAN

This Award Agreement for Non-Employee Director Restricted Stock Units (this “Award Agreement”) is dated as of [●], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.

Overview of Your Award

Number of Restricted Stock Units Granted:    [●]

Date of Grant:    [●]

Vesting Schedule:

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EXECUTION VERSION

FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 4, 2026, is entered into by and among the following parties:

(i)    CENTURI SPECIAL PURPOSE ENTITY, LLC, as Seller (the “Seller”);

(ii)    CENTURI GROUP, INC., as Servicer (the “Servicer”); and

(iii)    PNC BANK, NATIONAL ASSOCIATION (“PNC”), as the Administrative Agent (in such capacity, the “Administrative Agent”), and as a Purchaser (in such capacity, the “Purchaser”).

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Purchase Agreement described below.

BACKGROUND

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Content Copyright ©2024 Newport Group, Inc. All Rights Reserved.DB1/ 148875996.1

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Centuri Holdings, Inc. Directors Deferred Compensation Plan

Article I

Establishment and Purpose    1

Article II

Definitions.    1

Article III

Eligibility and Participation    3

Article IV

Deferrals    4

Article V

Payments from Accounts    5

Article VI

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EXECUTION VERSION

PERFORMANCE GUARANTY

This PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of May 4, 2026, is made by CENTURI HOLDINGS, INC., a Delaware corporation (the “Performance Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent under the Receivables Purchase Agreement defined below (in such capacity, the “Administrative Agent”), for the benefit of itself and the other Secured Parties under the Receivables Purchase Agreement defined below. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings assigned thereto in, or by reference in, the Receivables Purchase Agreement defined below or if not defined therein, the respective meanings assigned thereto in the Transfer Agreement (as defined in the Receivables Purchase Agreement) and the other interpretive matters under Section 1.02of the Receivables Purchase Agreement defined below shall apply, mutatis mutandis,to this Performance Guaranty as if fully set forthherein.

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AWARD AGREEMENT FOR TIME-LAPSE
RESTRICTED STOCK UNITS
UNDER THE CENTURI HOLDINGS, INC.
OMNIBUS INCENTIVE PLAN

This Award Agreement for Time-Lapse Restricted Stock Units, together with Appendix A (this “Award Agreement”) is dated as of [●], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix Aof this Award Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.

Overview of Your Award

Number of Restricted Stock Units Granted:    [●]

Date of Grant:     [●]

Vesting Commencement Date:    [●]

Vesting Schedule:

Subject to the Participant’s Continuous Service and other terms and conditions set forth in the Plan and this Award Agreement, the time-lapse restricted stock units will vest in accordance with the following schedule (the “Vesting Schedule”)1:

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Exhibit Includes Redactions

Certain information identified with brackets ([***]) has been excluded from this* *exhibit in accordance with Item 601(a)(6) of Regulation S-K, because it represents personal information, and Item 601(b)(10)(iv) of Regulation S-K, because it is not material and is the type of information that the registrant customarily and actually treats as private or confidential.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of 5/26/2026(the “Effective Date”) by and between SUPERIOR GROUP OF COMPANIES, INC., a Florida corporation (the “Company”), and **MICHAEL BENSTOCK **(“Employee”). Employee and the Company are each referred to herein as a “Party” and collectively as the “Parties.”

BACKGROUND

A.    Employee’s services are of a special, unique, unusual, extraordinary, and intellectual character.

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PALVELLA THERAPEUTICS, INC.

2024 EQUITY INCENTIVE PLAN

NOTICE OF GRANT OF PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD

Palvella Therapeutics, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) this award of Performance-Based Restricted Stock Units. The Performance-Based Restricted Stock Units described in this Notice of Grant of Performance-Based Restricted Stock Units Award (the “Notice”) are subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A(the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Notice and the Agreement will have the meanings defined in the Plan.

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CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[*****]” TO INDICATE THE OMISSION.

DEVELOPMENT AND SUPPLY AGREEMENT

This Development and Supply Agreement (the “Agreement”) is entered into as of May 14, 2026 (the “Effective Date”), by and between Japan BCG Laboratory, a Japanese corporation with its principal place of business at 1-5-21 Otsuka, Bunkyo-ku, Tokyo 112-0012, Japan (“JBL”), and ImmunityBio, Inc. a Delaware corporation with its principal place of business at 3530 John Hopkins Court, San Diego, CA 92121, on behalf of itself and its Subsidiaries (collectively, “ImmunityBio”), and together with JBL, the “Parties” and each a “Party”.

RECITALS

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of March 11, 2026 (the “Effective Date”), by and between Sensei Biotherapeutics, Inc. (the “Company”) and Brian Stephenson, PhD (the “Executive”).

The Company desires to employ Executive in the capacity of full-time Head of Operations and Finance pursuant to the terms of this Agreement and, in connection therewith, to compensate Executive for Executive’s personal services to the Company; and

Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.

EMPLOYMENT BY THE COMPANY.

1.1.

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DORMAN PRODUCTS, INC.
2026 OMNIBUS INCENTIVE PLAN

1.BACKGROUND AND PURPOSE.

(a)Background. Dorman Products, Inc., a Pennsylvania corporation, hereby adopts the Dorman Products, Inc. 2026 Omnibus Incentive Plan.

(b)Purpose. The purpose of the Plan is to provide additional incentive to officers and directors of, and other employees of and consultants and/or advisors to, the Company and each present or future parent or subsidiary corporation of the Company by encouraging them to invest in shares of the Company’s common stock (the “Common Stock”) and providing for awards in the form of options to purchase Common Stock, stock appreciation rights, restricted shares of Common Stock, and restricted stock units, in order to encourage share ownership, incentivize individual performance, and align that individual performance with the Company’s long-term objectives.

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