Browse EX-10 agreements

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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**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

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**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”);

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**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 **

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Execution Version

SPLITDOLLARLIFEINSURANCEAGREEMENT

THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) by and between Santa Cruz County Bank (the “Employer”) Krista Snelling (the “Executive”), madethis 3rdday of August 2021, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS,theExecutiveisemployedbytheEmployer;

WHEREAS, the Employer recognizes the valuable services the Executive has performedfortheEmployerandwishestoencouragetheExecutive’scontinuedemployment and to provide the Executive with additional incentive to achieve corporate objectives;

WHEREAS,theEmployerwishestoprovidethetermsandconditionsuponwhichthe Employer shall share the death proceeds of certain life insurance policies with the Executive’s designated beneficiary;

NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings specified:

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EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement”) is made and entered into as of April 21, 2021, by and between Santa Cruz County Bank (the “Bank”) and Angelo De Bernardo (the “Executive”) for the purposes set forth hereinafter.

RECITALS

WHEREAS, the Bank is a California State chartered bank subject to the supervision and regulation of the Department of Financial Protection and Innovation (“DFPI”) and the Federal Deposit Insurance Corporation (“FDIC”);

WHEREAS, the Bank’s corporate headquarters are located at 75 River Street, Santa Cruz, CA 95060.

WHEREAS, the Executive serves as the Executive Vice President/Chief Lending Officer of the Bank.

WHEREAS, it is the intention of the parties in entering into this Agreement to set forth certain of the Bank and Executive rights and obligations with respect to Executive's employment as Executive Vice President/Chief Lending Officer of the Bank.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Bank and the Executive agree as follows:

AGREEMENT

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SANTA CRUZ COUNTY BANK

2014 OMNIBUS PLAN

Santa Cruz County Bank (“Company”) hereby adopts the 2014 Omnibus Plan (“Plan”) as set forth in this document. The Plan permits the grant of nonstatutory options, incentive stock options and restricted stock awards (individually or collectively referred to as an “Equity Award”).

1.    Purpose of the Plan.

The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Directors and Employees of the Company and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. In addition, Restricted Stock Awards may be granted under the Plan to Directors and Employees. The Options and Restricted Stock Awards offered pursuant to the Plan are a matter of separate inducement and are not in lieu of

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WestCoastCommunityBancorp2024Equity-BasedCompensationPlan

I.THEPLAN

1.1.    Purpose.    Thepurposeofthis2024Equity-BasedCompensationPlan(the“Plan”)istopromotethe success of the Company by providing an additional means through the grant of Awards to attract, motivate, and retain key employees, including officers, and directors of the Company through the grant of stock-based compensation awards and incentives for high levels of individual performance and improved financial performance of the Company.

1.2.    Definitions.

(a)    “Award” shall mean an award of any Option, Restricted Stock Award, Restricted Share Unit Award, PerformanceShareAward,DividendEquivalent,oranycombinationthereof(including,butnotlimitedto restrictedunits or other deferred Awards), whether alternative or cumulative, authorizedbyandgranted under this Plan.

(b)    “Award Agreement” shall mean a written agreement signed bythe Participant setting forththe terms and conditions of an Award granted to the Participant as determined by the Committee

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Execution Version

SPLITDOLLARLIFEINSURANCEAGREEMENT

THISSPLITDOLLARAGREEMENT(this “Agreement”)byandbetweenSantaCruz County Bank (the“Employer”) Angelo DeBarnardo (the“Executive”), made this 1stday of September2020,formalizestheagreementsandunderstandingbetweentheEmployerand theExecutive.

WITNESSETH:

WHEREAS,theExecutiveisemployedbytheEmployer;

WHEREAS, the Employer recognizes the valuable services the Executive has performedfor theEmployerand wishes to encouragetheExecutive’s continuedemployment andtoprovidetheExecutivewithadditionalincentivetoachievecorporateobjectives;

WHEREAS,theEmployerwishestoprovidethe termsandconditions uponwhichthe Employer shall share the death proceeds of certain life insurance policies with the Executive’s designated beneficiary;

NOW THEREFORE, in consideration of thepremises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings specified:

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