Browse EX-10 agreements

EXECUTION VERSION

**THIRD AMENDMENT TO CREDIT AGREEMENT **

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 11, 2026 among HUB GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Required Lenders signatory hereto, and BANK OF MONTREAL,** *a Canadian chartered bank acting through its Chicago branch (“Administrative Agent”*), as Administrative Agent, Swingline Lender and a L/C Issuer as provided herein.

**PRELIMINARY STATEMENTS **

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September 14, 2026

Todd Heeter

The Heeter Group, LLC

*Via Email *

	Re:	**Amendment to Consulting Agreement, dated as of May 27, 2026, by and among The Heeter Group, LLC, Todd Heeter and Hub Group, Inc. (the “Consulting Agreement”) **

Dear Todd:

Further to our recent discussion, this letter agreement confirms the parties’ agreement to amend the Consulting Agreement as set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms under the Consulting Agreement.

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September 14, 2026

Patrick O’Donnell

[*****]

[*****]

Dear Patrick,

Hub Group, Inc. (“the Company”) is pleased to confirm the terms under which you will serve in the exempt, full-time position of EVP, Chief Financial Officer, reporting to the Chief Executive Officer. It is understood that you will assume the position of EVP, Chief Financial Officer promptly following completion of the restatement of the Company’s audited financial statements for 2023, 2024, and 2025. It is further understood that until you assume this position, you will serve in the exempt, full-time position of Special Advisor and Chief Financial Officer Elect.

This letter summarizes the terms and conditions of your continued employment and supersedes and replaces any prior agreements with the Company.

Your annual salary will be $650,000 which will be paid in bi-weekly installments and subject to applicable tax and other deductions.

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**No. «GrantID» **

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**2027 EQUITY INCENTIVE PLAN **

**FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT **

This Restricted Stock Unit Award Agreement (the “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»] restricted stock units (“RSUs”) (representing the aggregate amount).

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**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

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**INTELLECTUAL PROPERTY MATTERS AGREEMENT **

BY AND BETWEEN

**FLEX LTD. **

AND

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

DATED AS OF [•]

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**TABLE OF CONTENTS **

ARTICLE I DEFINITIONS AND INTERPRETATION						1
		Section 1.1		Definitions		1

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**EMPLOYEE MATTERS AGREEMENT **

**by and among **

**FLEX LTD. **

**and **

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**Dated as of [•], 2026 **

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**TABLE OF CONTENTS **

ARTICLE I
DEFINITIONS AND INTERPRETATION

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**TRANSITION SERVICES AGREEMENT **

BY AND BETWEEN

**FLEX LTD. **

AND

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

DATED AS OF [•]

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***TABLE OF CONTENTS ***

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

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TAX MATTERS AGREEMENT

by and between

FLEX LTD.

and

AXIOM SOLUTIONS INTERNATIONAL, INC.

Dated as of [•], 2027

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**TABLE OF CONTENTS **

				Page
		ARTICLE I
		DEFINITIONS
1.1		General			2

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**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.

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**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).

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**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).

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