Browse EX-10 agreements

RESOURCES CONNECTION, INC.

DIRECTORS’ COMPENSATION POLICY

Revised April 23, 2026

Directors of Resources Connection, Inc., a Delaware corporation (the “Company”), who are not employed by the Company or one of its subsidiaries (“non-employee directors”) are entitled to the compensation set forth below for their service as a member of the Board of Directors (the “Board”) of the Company. This revised policy is effective beginning January 1, 2027 and supersedes all prior policies concerning compensation of the Company’s non-employee directors as to their service from and after that time. The Board has the right to amend this policy from time to time.

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RPM INTERNATIONAL INC.

RPM INTERNATIONAL INC. 2024 OMNIBUS EQUITY AND INCENTIVE PLAN

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AND ESCROW AGREEMENT (the “Agreement”), is entered into as of __________ (the “Effective Date”), by and between RPM International Inc., a Delaware corporation (the “Company”), and __________ (the “Grantee”).

WITNESSETH:

WHEREAS, the Compensation Committee of the Board of Directors (the “Compensation Committee”) administers the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the “Plan”); and

WHEREAS, the Grantee has been selected to participate in the Company’s Supplemental Executive Retirement Plan, which provides certain key employees of the Company with supplemental retirement and death benefits in the form of shares of restricted stock.

NOW, THEREFORE, the Company and the Grantee agree as follows:

1.

Definitions. Unless otherwise specified in this Agreement, capitalized terms shall have the meanings attributed to them under the Plan.

2.

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RPM INTERNATIONAL INC.

RPM INTERNATIONAL INC. 2024 OMNIBUS EQUITY AND INCENTIVE PLAN

PERFORMANCE STOCK UNIT (PSU)

THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), is entered into as of __________ (the “Effective Date”), by and between RPM International Inc., a Delaware corporation (the “Company”), and __________ (the “Grantee”).

WITNESSETH:

WHEREAS, the Compensation Committee of the Board of Directors (the “Compensation Committee”) administers the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the “Plan”); and

WHEREAS, the Compensation Committee has determined to award the Grantee performance-based restricted stock units, the vesting of which is contingent upon attainment of performance goals described in Exhibit Ahereto; and

WHEREAS, the Compensation Committee has determined that the award of performance-based restricted stock units will be subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the Company and the Grantee agree as follows:

1.

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EXECUTION VERSION

AMENDMENT NO. 11 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 11 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 27, 2026, is among RPM FUNDING CORPORATION, a Delaware corporation (“Seller”), RPM INTERNATIONAL INC., a Delaware corporation (“RPM-Delaware”), as servicer and as performance guarantor (in such capacity, the “Performance Guarantor”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as a Purchaser, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Purchaser and as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”), and PNC CAPITAL MARKETS LLC, as structuring agent (in such capacity, the “Structuring Agent”).

RECITALS

1. Seller, RPM-Delaware, Wells Fargo, PNC, Administrative Agent and Structuring Agent are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of May 9, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).

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PERS No.:______

RPM INTERNATIONAL INC.

RPM INTERNATIONAL INC. 2024 OMNIBUS EQUITY AND INCENTIVE PLAN

PERFORMANCE-EARNED RESTRICTED STOCK (PERS)

AND ESCROW AGREEMENT

THIS PERFORMANCE-EARNED RESTRICTED STOCK AND ESCROW AGREEMENT (the “Agreement”), is entered into as of __________ (the “Effective Date”), by and between RPM International Inc., a Delaware corporation (the “Company”), and __________ (the “Grantee”).

WITNESSETH:

WHEREAS, the Compensation Committee of the Board of Directors (the “Compensation Committee”) administers the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the “Plan”); and

WHEREAS, the Compensation Committee has determined that the Grantee has satisfied previously established applicable performance measures for the fiscal year of the Company ending May 31, _____; and

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EXECUTION VERSION

AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT

This AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of November 7, 2025, is among RPM FUNDING CORPORATION, a Delaware corporation (“Buyer”), and each of the entities listed on the signature pages hereto as an “Originator” (each, an “Originator”; and collectively, the “Originators”).

RECITALS

1.

Buyer and the Originators are parties to that certain Second Amended and Restated Receivables Sale Agreement, dated as of May 9, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).

2.

The Buyer and the Originators desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1.

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EXECUTION VERSION

AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT

This AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (this “Amendment”), dated as of May 27, 2026, is among RPM FUNDING CORPORATION, a Delaware corporation (“Buyer”), and each of the entities listed on the signature pages hereto as an “Originator” (each, an “Originator”; and collectively, the “Originators”).

RECITALS

1.

Buyer and the Originators are parties to that certain Second Amended and Restated Receivables Sale Agreement, dated as of May 9, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).

2.

Concurrently herewith, the Buyer, the Servicer, the Purchasers, the Administrative Agent and the Structuring Agent are entering into that certain Amendment No. 11 to Amended and Restated Receivables Purchase Agreement, dated as of the date hereof (the “RPA Amendment”).

3.

The Buyer and the Originators desire to amend the Agreement as hereinafter set forth.

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RPM INTERNATIONAL INC.

RPM INTERNATIONAL INC. 2024 OMNIBUS EQUITY AND INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AGREEMENT

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”), is entered into as of __________ (the “Effective Date”), by and between RPM International Inc., a Delaware corporation (the “Company”), and __________ (the “Grantee”).

WITNESSETH:

WHEREAS, the Compensation Committee of the Board of Directors (the “Compensation Committee”) administers the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the “Plan”); and

WHEREAS, the Committee desires to provide the Grantee with Stock Appreciation Rights under the Plan upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the Company and the Grantee agree as follows:

1.

Definitions. Unless otherwise specified in this Agreement, capitalized terms shall have the meanings attributed to them under the Plan.

2.

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First Amendment To

Intellectual Property Acquisition and Management Transition Agreement

And

Amended and Restated Perpetual Field Of Use License Terms

This First Amendment to Intellectual Property Acquisition and Management Transition Agreement and Amended and Restated Perpetual Field-of-Use License Terms (this “Amendment”) is entered into as of June 25, 2026 (the “Amendment Effective Date”), by and among:

1. BlueFuture Aquatics, Inc. (formerly NaturalShrimp Incorporated), a Nevada corporation (the “Company”); 

2. Hydrenesis, Inc., a Florida corporation (“Hydrenesis”);

3. David Antelo, an individual (“Antelo”);

The Company, Hydrenesis, and Antelo are referred to collectively as the “Original Parties.” Gerald Easterling, Thomas Untermeyer, and William Delgado are joining this Amendment solely as limited acknowledging parties and not as directors, officers, fiduciaries, or representatives of the Company (collectively, the “Prior Leadership Acknowledging Parties”).

RECITALS

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Exhibit 10.34

​

Fiscal 2027 Form

​

AAR CORP.

​

Director Restricted Stock Agreement

**(the “Agreement”)**

Subject to the provisions of the AAR CORP. 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (as amended since July 13, 2020) (the “Plan”), the terms of which are hereby incorporated by reference herein, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Delaware corporation (“Company”), hereby grants to Grantee a restricted stock award (“Award”), effective **June 1, 2026 **(“Date of Award”), of **1,364 **shares of common stock (“Common Stock”) of the Company, $1.00 par value (“Award Shares”), subject to the forfeiture and nontransferability provisions hereof and the other terms and conditions set forth herein:

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Memphis-Shelby County Airport Authority

        Memphis, TN

EIGHTENTHAMENDMENT

to the

COMPOSITE LEASE AGREEMENT

FOR

MEMPHISINTERNATIONALAIRPORT BY AND BETWEEN

MEMPHIS-SHELBYCOUNTYAIRPORTAUTHORITY

2491WinchesterRoad,Suite113

Memphis,Tennessee38116-3586 AND

FEDERALEXPRESSCORPORATION DATED AS OF:

April 28, 2025

EFFECTIVEASOF:

January 6, 2025

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Memphis-Shelby County Airport Authority

        Memphis, TN

EIGHTEENTH AMENDMENT

TOTHECOMPOSITELEASEAGREEMENT

FedEx No. 22-0518-001

    This EIGHTEENTH AMENDMENTis made and entered into as of April 28, 2025, by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY, (herein referred to as (“Authority” or “Sponsor”), a body politic and corporate, organized and existing under the laws of the State of Tennessee, and FEDERAL EXPRESS CORPORATION (herein referred to as "Tenant" or “Contractor”), a corporation duly organized and existing under the laws of the State of Delaware.

WITNESSETH:

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Restricted Stock Unit Agreement for U.S. Participants Pursuant to the

FedEx Corporation 2019 Omnibus Stock Incentive Plan, As Amended

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made this ____ day of [●] (the “Grant Date”), by and between [●] (the “Participant”) and FedEx Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 2019 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into and forms a part of this Agreement. Capitalized terms used in this Agreement which are not defined in this Agreement have the meanings as used or defined in the Plan. For purposes of this Agreement, “Employer” means the entity (i.e., the Company or Affiliate) thatemploysthe Participant on the applicable date.

WHEREAS, the Compensation and Human Resources Committee (the “Committee”) authorized and directed the Company to make an Award of Restricted Stock Units (“RSUs”) to the Participant under the Plan for the purposes expressed in the Plan;

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