Browse EX-10 agreements

Execution Version

AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 17, 2026 (this “Amendment”), among LYMI INC., a Delaware corporation (the “Borrower”), REF HOLDINGS, INC. (“Holdings”), the Subsidiary Guarantors party hereto, the Revolving Lenders party hereto, the Initial Term Lenders party hereto, the 2026 Initial Term Lenders (as defined below), the 2026 Delayed Draw Term Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”), as Issuing Bank and as Swingline Lender.

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REFORMATION INC.
RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”) is made effective as of [·], 2025 (the “Date of Grant”), by and between Reformation Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to grant the Restricted Stock Units (as defined below) provided for herein to the Participant pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows:

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AMENDED AND RESTATED REFORMATION INC.
2019 STOCK OPTION PLAN

(Formerly REF Topco, Inc. 2019 Stock Option Plan)

Section 1.               Purpose

Reformation Inc., a Delaware corporation (the “Company”), has adopted this Amended and Restated Reformation Inc. 2019 Stock Option Plan (the “Plan”) effective as of the date indicated in Section 9 hereof (the “Effective Date”). The purposes of the Plan are to encourage selected employees, non-employee directors and consultants of the Company or any Subsidiary to acquire a proprietary interest in the growth and performance of the Company and its Subsidiaries and to enhance the ability of the Company and its Subsidiaries to attract, retain and reward qualified individuals.

Section 2.               Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)            “Affiliate” shall have the meaning set forth in the Stockholders’ Agreement.

(b)            “Award” shall mean a grant of Options pursuant to the provisions of this Plan.

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Reformation, Inc.****
2026 OMNIBUS INCENTIVE PLAN

**Section 1.    **Purpose of Plan.

The name of the Plan is the Reformation, Inc. 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of the foregoing.

**Section 2.    **Definitions.

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REFORMATION INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Reformation Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

RECITALS

A.            Indemnitee’s service to the Company substantially benefits the Company.

B.            Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C.            Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

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**REFORMATION INC. **

2026 OMNIBUS INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

GRANT NOTICE

This Grant Notice and Award Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”), dated as of the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware corporation (the “Company”), and the director named below (the “Participant”). Any capitalized term that is used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus Incentive Plan, as may be amended and/or restated from time to time (the “Plan”).

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REFORMATION, INC.

EMPLOYEE STOCK PURCHASE PLAN

Section 1.**               Purpose of Plan.**

The name of the plan is the Reformation, Inc. Employee Stock Purchase Plan. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated after-tax payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the US Internal Revenue Code of 1986, as amended (“Code Section 423”). The provisions of the Plan, accordingly, shall be construed so as to allow participation in a manner consistent with the requirements of Code Section 423. However, the Company may grant options pursuant to one or more offerings under the Plan that are not intended to meet the requirements of Code Section 423, provided that except as expressly set forth herein, any such offering shall be operated and administered in the same manner as an offering that is intended to meet the requirements of Code Section 423.

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Exhibit 10.19

REFORMATION INC.

OUTSIDE DIRECTOR COMPENSATION POLICY

(Adopted on July 10, 2026; effective upon the effectiveness of the registration statement relating to Reformation Inc.’s initial public offering)

Reformation Inc. (the “Company”) believes that providing cash and equity compensation to its members of the Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding the compensation to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Company’s 2026 Omnibus Incentive Plan (the “Plan”), or if the Plan is no longer in place, the meaning given to such terms or any similar terms in the equity plan then in place. Each Outside Director will be solely responsible for any tax obligations incurred by suc

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**LYMI Inc. d/b/a Reformation
**8840 Washington Ave, Ste 202
Culver City, CA 90232

5801 S 2nd Street
Vernon, CA 90058

July 18, 2026

Ivan Tchakarov
Sent via e-mail

Dear Mr. Tchakarov,

This letter agreement (the “Agreement”) is entered into between Ivan Tchakarov (“you”) and, LYMI, Inc (d/b/a The Reformation) (the “Company” or “we”), effective upon the effectiveness of the registration statement relating to Reformation Inc.’s initial public offering (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

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REFORMATION INC.
REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (as may be further amended, modified and supplemented from time to time, this “Agreement”), dated as of [●], 2026 is by and among Reformation Inc., a Delaware corporation (the “Company”), and each of the other parties party hereto. Each of the Persons listed on the signature pages hereto (other than the Company) and any other Person who may become a party hereto pursuant to Section 12(c) are referred to individually as a “Stockholder” and collectively as the “Stockholders.”

WHEREAS, certain parties hereto are party to that certain Stockholders’ Agreement dated as of August 26, 2019, as amended and restated on April 11, 2025 (as so amended, the “Original Stockholders’ Agreement”);

WHEREAS, the Company intends to effect the Initial Public Offering (as defined below), which offering constitutes an IPO under the terms of the Original Stockholders’ Agreement; and

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REFORMATION INC.

2026 OMNIBUS INCENTIVE PLAN

STOCK OPTION AGREEMENT

GRANT NOTICE

This Grant Notice and Award Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”), dated as of the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware corporation (the “Company”), and the employee named below (the “Participant”). Any capitalized term that is used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus Incentive Plan, as may be amended and/or restated from time to time (the “Plan”).

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REFORMATION INC.

2026 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

GRANT NOTICE

This Grant Notice and Award Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”), dated as of the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware corporation (the “Company”), and the employee named below (the “Participant”). Any capitalized term that is used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus Incentive Plan, as may be amended and/or restated from time to time (the “Plan”).

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