Browse EX-10 agreements

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Exhibit 10.2

MSC INDUSTRIAL DIRECT CO., INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

Initially Effective June 19, 2018

As Amended and Restated Effective June 15, 2026

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MSC INDUSTRIAL DIRECT CO., INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

Article I. ESTABLISHMENT AND PURPOSE

1.1Establishment. MSC Industrial Direct Co., Inc., a New York corporation (together with its successors and assigns, the “Company”), hereby establishes and adopts this Executive Change in Control Severance Plan (as may be amended, supplemented or modified from time to time in accordance with its terms, this “Plan”), effective as of June 19, 2018. This amendment and restatement of the Plan shall be effective as of June 15, 2026.

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Document

Exhibit 10.1

MSC EXECUTIVE SEVERANCE PLAN

Amended and Restated

Effective as to terminations on or after June 15, 2026

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MSC EXECUTIVE SEVERANCE PLAN

This document sets forth the terms and conditions of the MSC Executive Severance Plan (the “Plan”), which is hereby adopted by MSC Industrial Direct Co., Inc. (“MSC”) for the benefit of the eligible employees of MSC and its subsidiaries to this document. MSC and all such designated subsidiaries hereinafter are referred to, individually and collectively, as the “Company.” This document sets forth the terms of the Plan and is applicable to such eligible employees of the Company who participate in the Plan in accordance with Sections 2 and 3 below.

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Document

Exhibit 10.4

PERFORMANCE SHARE UNIT AGREEMENT

Pursuant to the

CONSTELLATION BRANDS, INC.

LONG-TERM STOCK INCENTIVE PLAN

Name of Participant:

Grant Date:

Target Number of Performance Share Units:

Service Vesting Date:

Earliest Retirement Date:

The first November 1st that is at least six months following the Date of Grant

PSU Payment Period

Within the two-week period following the Service Vesting Date

Constellation Brands, Inc. (the “Company”) hereby awards to the designated participant (the “Participant”), the opportunity to receive the Performance Share Units described herein under the Company's Long-Term Stock Incentive Plan, Amended and Restated as of July 18, 2017 (the “Plan”). The principal features of this Award are set forth above, including the date of grant of the Performance Share Units (the “Grant Date”). This Award shall be effective on the Grant Date. The Performance Share Units consist of the right to receive shares of Class A Common Stock, par value $.01 per share, of the Company (“Shares”). Generally, the Participant will not receive any Performa

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Document

Exhibit 10.5

FULL AND FINAL RELEASE OF CLAIMS

In consideration of the payments provided for in Sections 6(b)-(d) of the Executive Employment Agreement (hereinafter referred to as the “Employment Agreement”) between Constellation Brands, Inc. (“Company”) and William A. Newlands (hereinafter referred to as “Executive”), which is attached hereto and forms a part of this Full and Final Release of Claims (“Agreement”), the Company and the Executive mutually desire to enter into this Agreement and hereby agree as follows:

1.Executive hereby acknowledges and agrees that April 30, 2026, was Executive’s last day of employment at the Company (the “Termination Date”).

2.Executive was offered twenty-one (21) calendar days to consider this Agreement and to decide whether or not Executive wants to sign it. Executive agrees that any requests to modify, or modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.

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Document

Exhibit 10.3

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the

CONSTELLATION BRANDS, INC.

LONG-TERM STOCK INCENTIVE PLAN

Name of Participant:

Grant Date:

Number of Restricted Stock Units:

Vesting Dates and Shares to Vest:

VEST DATE

SHARES

Earliest Retirement Date:

The first November 1st that is at least six months following the Grant Date

Constellation Brands, Inc. (the “Company”) hereby awards to the designated participant (the “Participant”), Restricted Stock Units under the Company's Long-Term Stock Incentive Plan, Amended and Restated as of July 18, 2017 (the “Plan”).  The principal features of this Award are set forth above, including the date of grant of the Restricted Stock Units (the “Grant Date”).  This Award shall be effective on the Grant Date.  The Restricted Stock Units consist of the right to receive shares of Class A Common Stock, par value $.01 per share, of the Company (“Shares”) and are subject to the provisions of the Terms and Conditions of Restricted Stock Unit Agreement and the Appendix, if any (together, the “Agreement”).

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Exhibit 10.1

Professional Services Agreement

This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of June 30, 2026, by and between Orlando Berges, an individual residing in San Juan, Puerto Rico, ("Service Provider") and, FirstBank Puerto Rico, a financial institution organized and chartered under the laws of the Commonwealth of Puerto Rico, with principal offices located at 1519 Ponce de Leon Ave. Stop 23, San Juan, Puerto Rico, ("FirstBank"), represented herein by Sara Alvarez. This Agreement shall be effective as of July 1, 2026 (the “Effective Date”).

WITNESSETH

 

WHEREAS, Service Provider offers services on matters related to financial and accounting matters;

WHEREAS, FirstBank is a financial depository institution which among other things, offers different types of financial services and products;

WHEREAS, FirstBank desires to retain Service Provider to provide certain types of services to FirstBank;

WHEREAS, in order to provide those services to FirstBank, the parties are entering into a contractual relationship.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into on March 20, 2026, to be effective retroactively as of December 31, 2025 (the “Effective Date”).

BY AND AMONG:

TRANSOCEAN MINERALS HOLDINGS LIMITED

A Bermuda exempted company (“TMH”), as seller and assignor;

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee;

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KIVA MARINE LIMITED, a Cook Islands limited company, as borrower (the “Borrower”), and OCEAN MINERALS, LLC, a Cayman Islands limited liability company (the “OML Parent” and, together with the Borrower and any other person that granted a guarantee or security in favour of TMH to guarantee or secure the Assigned Rights and Obligations (as defined herein), the “OML Loan Parties”), solely for the limited purposes set forth in Section 10 hereof.

RECITALS:

 

A.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

MINERALS HARVESTING COOK ISLANDS, LP,

A Delaware limited partnership (“MHCI”) acting through its general partner Minerals Harvesting Capital, LLC (the “General Partner”), as seller and assignor

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AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into on March 20, 2026, to be effective retroactively as of December 31, 2025 (the “Effective Date”).

BY AND AMONG:

TRANSOCEAN MINERALS HOLDINGS LIMITED

A Bermuda exempted company (“TMH”), as seller and assignor;

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee;

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KIVA MARINE LIMITED, a Cook Islands limited company, as borrower (the “Borrower”), and OCEAN MINERALS, LLC, a Cayman Islands limited liability company (the “OML Parent” and, together with the Borrower and any other person that granted a guarantee or security in favour of TMH to guarantee or secure the Assigned Rights and Obligations (as defined herein), the “OML Loan Parties”), solely for the limited purposes set forth in Section 10 hereof.

RECITALS:

 

A.

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Memorandum of Agreement

This Memorandum of Agreement (“Agreement”) is entered into as of November 17, 2025, by and between American Ocean Minerals Corporation (“AOMC”) and CIC LLC (“CIC”).

RECITALS

WHEREAS, CIC has existing consulting agreements with certain individuals to perform services; and

WHEREAS, AOMC desires to utilize the services of these individuals and to represent them as part of its team in various communications, and CIC agrees to make them available and grant such permissions under the terms herein.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1. Verification of Personnel

I, Gregory P. Stemm, as Managing Member of CIC LLC, hereby verify that the following individuals (“Consultants”) have consulting agreements with CIC LLC for services rendered on CIC Projects:

 

 

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Charles Morgan

 

 

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Tom Detweiller

 

 

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David Weight

 

 

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David Fontes

 

 

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Donna MacKenzie

2. Provision of Services

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ASSIGNMENT AND ASSUMPTION AGREEMENT

This assignment and assumption agreement (this “Agreement”) is dated March 2, 2026 (the “Effective Date”) between American Ocean Minerals Corp. (the “Assignor”) and 1001525062 Ontario Inc. (the “Assignee”).

RECITALS:

 

 

(a)

The Assignor and others entered into the agreements listed in Schedule “A” (the documents in item numbers (i) through and including (v) of Schedule “A” being sometimes referred to herein as the “Royalty Agreement” and the document in item number (vi) of Schedule “A” being sometimes referred to herein as the “Royalty Agreement Security Document”); and,

 

 

(b)

The Assignor and the Assignee have agreed that the Assignor will assign all of its rights and interests under the Royalty Agreement to the Assignee and the Assignee will assume all of the Assignor’s rights and obligations under the Royalty Agreement (the “Royalty Interests”), all on and subject to the terms herein contained;

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NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2026, by and between CIC LLC, a Florida limited liability company with its principal office located at 1603 Sunshine Dr., Clearwater, FL 33765 (the “Issuer”) and American Ocean Minerals Corporation, a Delaware corporation with its principal office located at 400 N. Ashley Drive, Suite 190, Tampa, Florida 33609 (the “Holder” and together with the Issuer, the “Parties” and each a “Party”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

RECITALS:

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Holder has agreed to purchase a convertible promissory note (the “Note”) from the Issuer in the aggregate amount of up to U.S.$5,000,000.

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, and covenants set forth below, the parties, intending to be legally bound, hereby agree as follows:

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