Browse EX-10 agreements

**AXIOM SOLUTIONS INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN **

**(Effective as of [•], 2027) **

The Axiom Solutions International, Inc. Deferred Compensation Plan is adopted as set forth herein, effective as of [•]. The Plan is a spin-off and continuation of the Flex Plan with respect to participants in the Flex Plan immediately before the Effective Date and whose liabilities were spun off with the distribution by Flex of its interest in the Company. It is the intent of the Company, as of the Effective Date, that the benefits in this Plan substantially replicate the benefits of the Flex Plan as in effect immediately prior to the Effective Date, and this Plan shall be so interpreted. The Participant elections in the Flex Plan in effect immediately before the Effective Date shall continue to be effective for this Plan as of the Effective Date and for the remainder of the Plan Year in which the Effective Date occurs. This Plan is an unfunded “top hat” plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employ

…

**INTELLECTUAL PROPERTY MATTERS AGREEMENT **

BY AND BETWEEN

**FLEX LTD. **

AND

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

DATED AS OF [•]

---

**TABLE OF CONTENTS **

ARTICLE I DEFINITIONS AND INTERPRETATION						1
		Section 1.1		Definitions		1

…

**EMPLOYEE MATTERS AGREEMENT **

**by and among **

**FLEX LTD. **

**and **

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**Dated as of [•], 2026 **

---

**TABLE OF CONTENTS **

ARTICLE I
DEFINITIONS AND INTERPRETATION

…

**TRANSITION SERVICES AGREEMENT **

BY AND BETWEEN

**FLEX LTD. **

AND

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

DATED AS OF [•]

---

***TABLE OF CONTENTS ***

| | | | | | | | | | | --------------------------------------------------------- | - | ----------- | : | --------------------------------------------------------------- | - | - | -: | - | | | | | | | | | | | | ARTICLE I DEFINITIONS AND INTERPRETATION | | | | | | | 1 | | | | | | | | | | | |

…

TAX MATTERS AGREEMENT

by and between

FLEX LTD.

and

AXIOM SOLUTIONS INTERNATIONAL, INC.

Dated as of [•], 2027

---

**TABLE OF CONTENTS **

				Page
		ARTICLE I
		DEFINITIONS
1.1		General			2

…

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**EXECUTIVE SEVERANCE PLAN **

**(Effective as of [•]) **

In order to encourage the retention of key management employees of Axiom Solutions International, Inc., a Texas corporation (the “Company”), the Company has adopted this Executive Severance Plan (the “Plan”). The purpose of the Plan is to provide severance benefits to a group of employees of the Company and its participating Affiliates (as defined below) and the Plan is intended to be subject to ERISA as an unfunded employee welfare benefit plan primarily providing benefits for a select group of management or highly compensated employees.

…

**No. «GrantID» **

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**2027 EQUITY INCENTIVE PLAN **

**FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT **

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is entered into as of [<<Grant Date>>] (the “Grant Date”) by and between Axiom Solutions International, Inc., a Texas corporation (the “Company”), and [«First» «Last»] (the “Participant”), and sets forth the terms and conditions of an award of [«Total Target Shares»] performance-based restricted stock units (“PSUs”) (representing the aggregate Target Amount).

…

**Axiom Solutions International, Inc. Deferred Compensation Plan **

**(Effective as of [•]) **

**Award Agreement **

Axiom Solutions International, Inc. (the “Company”) has agreed to provide you with a deferred long-term incentive bonus (the “Discretionary Award”) under the Axiom Solutions International, Inc. Deferred Compensation Plan (the “Plan”) in return for services to be rendered in the future as an employee of the Company (or an Affiliate). Unless the context indicates otherwise, capitalized terms used in this Award Agreement have the meanings given to them in the Plan.

Your Discretionary Award, in the amount set forth in the Long-Term Cash Incentives (Deferred Compensation) section of your attached FY[27] Total Compensation letter, will be credited to your Award Account under the Plan effective on [•], and the Vesting Date of the Discretionary Award will be [•] (the fourth anniversary of such crediting date).

…

**No. «GrantID» **

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**2027 EQUITY INCENTIVE PLAN **

**FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT **

**FOR NON-EMPLOYEE DIRECTORS **

This Restricted Stock Unit Award Agreement for Non-Employee Directors (the “Agreement”) is made and entered into as of [•], (the “Grant Date”) by and between Axiom Solutions International, Inc., a Texas corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Axiom Solutions International, Inc. 2027 Equity Incentive Plan, as amended from time to time (the “Plan”). The Participant understands and agrees that this Restricted Stock Unit Award (the “RSU Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement including any country-specific terms set forth in Exhibit A to this Agreement. The Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of this A

…

**FORM OF STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT **

This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is by and between Axiom Solutions International, Inc., a Texas corporation (“Spinco”), and Flex Ltd., a Singapore registered public company (“Flex”).

WHEREAS, Flex currently owns all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Spinco (“Spinco Common Stock”);

WHEREAS, pursuant to the Separation and Distribution Agreement, dated as of [•], by and between Flex and Spinco (the “SDA”), Flex will distribute between approximately 88.0% to 94.0% of the issued and outstanding shares of Spinco Common Stock to holders of shares of Flex ordinary shares, on a pro rata basis (the “Distribution”);

WHEREAS, Flex intends for the Distribution to take place pursuant to a registration statement on Form 10 (the “Distribution Registration Statement”);

…

**Axiom Solutions International, Inc. **

**2027 EQUITY INCENTIVE PLAN **

**(EFFECTIVE AS OF [•], 2027) **

**Article 1. Establishment; Purposes of the Plan **

Axiom Solutions International, Inc., a Texas corporation (the “Company”), hereby establishes this Axiom Solutions International, Inc. 2027 Equity Incentive Plan (the “Plan”), effective as of [•], 2027 (the “Effective Date”).

The purposes of the Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants, to give recognition to the contributions made or to be made by Outside Directors to the success of the Company and to promote the success of the Company’s business by linking the personal interests of Employees, Directors and Consultants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders.

**Article 2. Definitions **

…