Browse EX-10 agreements

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EXHIBIT 10.3

COMTECH TELECOMMUNICATIONS CORP.

2023 EQUITY AND INCENTIVE PLAN

(As amended through January 29, 2026)

I. INTRODUCTION

1.1    Purposes. The purposes of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2    Certain Definitions.

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

SECOND AMENDED AND RESTATED PROMISSORY NOTE

 

Not to Exceed $300,000

  

June 12, 2026

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AMENDMENT #7 TO THE PROMISSORY NOTE

ISSUED ON DECEMBER 13, 2022

THIS AMENDMENT #7 to the Note (as defined below) (the “Amendment”) is entered into as of June 9, 2026, and made effective as of April 30, 2026 (the “Effective Date”), by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).

 

BACKGROUND

A.

The Company and Holder are the parties to that certain promissory note originally issued by the Company to the Holder on December 13, 2022, in the original principal amount of $870,000.00 (as amended from time to time, the “Note”); and

 

B.

The Parties entered into that certain pledge agreement on December 28, 2023 (the “Pledge Agreement”); and

 

C.

The Parties desire to amend the Note as set forth expressly below.

 

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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driven-thirdamendmenttoo

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of May 4, 2026, is entered into by Driven Brands Shared Services LLC, a Delaware limited liability company (the “Company”), and Scott O’Melia, in his individual capacity (“Executive”), and amends the Employment Agreement between the Company and Executive dated April 23, 2020 (as amended by those certain Amendments to Employment Agreement dated November 1, 2020; and March 2, 2023, (collectively, the “Employment Agreement”). BACKGROUND The parties wish to amend the Employment Agreement as set forth in this Amendment. Except as specifically modified in this Amendment, the Employment Agreement will continue in full force and effect in accordance with its terms. The Company and Executive agree as follows: SECTION 1. Term. The Term of the Employment Agreement is hereby extended until May 4, 2027 and thereafter shall automatically renew for consecutive twelve (12) month terms (each such period a “Term”) unless either party provides written notice of non

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Navan, Inc.

Non-Employee Director Compensation Policy

Each member of the Board of Directors (the “Board”) of Navan, Inc. (the “Company”) who is not also serving as an employee of or consultant to the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for their Board service upon and following the effective date of the registration statement in connection with the initial public offering of the Company’s common stock (the “Effective Date”). An Eligible Director may decline all or any portion of their compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be.

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February 3, 2026

Aurélien Nolf

Dear Aurélien:

Navan, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.Position. Your initial title will be Chief Financial Officer, and you will report to Ariel Cohen, Chief Executive Officer (“CEO”). This is a full-time position based in our Palo Alto office. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company or that is in any way competitive with the business or proposed business of the Company, nor will you assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2.Compensation.

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a260401-wheelerashleexpr

CONFIDENTIAL Congratulations on your Promotion! Ashlee Wheeler EE # 102267 Congratulations on your promotion to Executive Vice President – Chief Commercial Officer! This will confirm the details of your pay change effective April 1, 2026. Note the above annual illustrations assume 100% bonus payout. Actual bonus payment calculations include proration for time worked in different roles during FY2026. Thank you for your amazing contributions and we look forward to your continued success! Best,

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EXHIBIT 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

THIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”) is entered into between Kari G. Smith (“Employee”) and The Buckle, Inc., including its past and present agents, directors, officers, employees, principals, shareholders, suppliers, customers, attorneys, insurers, representatives, parents, affiliates, subsidiaries, successors, and assigns, whether individually or jointly (collectively referred to in this Agreement as the “Employer” or “Company”). Each of Employee and Employer may be referred to in this Agreement, whether together, as in the case of two references, or singularly, as a “Party” or the “Parties” as context may require.

1.Last Day of Employment. Employee’s employment with Employer will end on February 13, 2026 (such day, the “Last Workday”).

2.Last Day of Board Service. Employee tenders her resignation as a member of the Company’s Board of Directors, effective February 13, 2026.

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EXHIBIT 10.2

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

THIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”) is entered into between Michelle Hoffman (“Employee”) and The Buckle, Inc., including its past and present agents, directors, officers, employees, principals, shareholders, suppliers, customers, attorneys, insurers, representatives, parents, affiliates, subsidiaries, successors, and assigns, whether individually or jointly (collectively referred to in this Agreement as the “Employer” or “Company”). Each of Employee and Employer may be referred to in this Agreement, whether together, as in the case of two references, or singularly, as a “Party” or the “Parties” as context may require.

1.Last Day of Employment. Employee’s employment with Employer will end on February 13, 2026 (such day, the “Last Workday”).

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Exhibit 10.1

Corporate Annual Incentive Compensation Plan

Executive Officer - Fiscal 2027

Plan Overview

Awards under this Annual Incentive Compensation Plan ("Annual Plan") are granted under and governed by the terms and conditions of the Vera Bradley, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”), as amended. Any term capitalized herein but not defined will have the meaning set forth in the 2020 Plan.

This Annual Plan is designed to give each eligible Participant (as defined in the attached Administrative Guidelines) an opportunity to share in the Company's success for the fiscal year ending January 30, 2027 (the "Performance Period"). The incentive is intended to be an inducement for future faithful service as well as a reward for performance. The incentive opportunity for the Performance Period is based on a percentage of each Participant's Base Salary (as defined herein) and will be earned based on two independent performance measures: (1) Company Performance (Adjusted EBITDA) and (2) Company Performance (Cash Management). Collectively, these are referred t

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AMENDED AND RESTATED

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT

 

Build-A-Bear Workshop, Inc., a Delaware corporation (“Company”), and David Henderson (“Employee”) entered into a Employment, Confidentiality and Noncompete Agreement effective as of September 16, 2024 (the “Prior Agreement”). This Employment, Confidentiality and Noncompete Agreement (this “Agreement”) is entered into effective as of June 11, 2026 (the “Effective Date”) by and between Company and Employee and completely amends and supersedes the Prior Agreement.

 

WHEREAS, Company and the Employee wish to amend and restate the Prior Agreement to reflect the Employee’s promotion from the position of Chief Revenue Officer to Chief Growth Officer of Company, such promotion to be effective on the Effective Date.

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Exhibit 10.1

RESTRICTED STOCK UNIT GRANT NOTICE

UNDER THE

ACADEMY SPORTS AND OUTDOORS, INC.

2020 OMNIBUS INCENTIVE PLAN

Academy Sports and Outdoors, Inc. (the “Company”) hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”). The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement attached hereto, and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Participant: [First Name] [Last Name]

Date of Grant: [Date of Grant]

Target Number of

Restricted Stock Units: [Insert Target Number of Restricted Stock Units Granted]

Performance Period: [Insert Performance Period]

Vesting Criteria: Set forth on Appendix A attached hereto.

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