Browse EX-10 agreements

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) by and between West Coast Community Bank (the “Employer”) and Min C. Situ (the “Executive”), made this 16th day of December 2025, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment and to provide the Executive with additional incentive to achieve corporate objectives;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the 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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SALARYCONTINUATIONAGREEMENT

This Salary Continuation Agreement (the "Agreement") by and between West Coast CommunityBank (the"Employer") and Min CeciliaSitu (the"Executive"), madeasofthe1stday of May 2025, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS,theExecutive isemployedbytheEmployer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes toencourage the Executive's continued employment andtoprovidetheExecutivewithadditional incentivetoachievecorporateobjectives;

WHEREAS, theEmployer wishes toprovide thetermsand conditions uponwhich the Employershall payadditionalretirement benefitstotheExecutive;

WHEREAS, the Employer and the Executive intend thisAgreement shall at all times beadministered andinterpreted incompliancewithCodeSection409A;and

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Failure to accurately document your arrangement could result in significant losses, from claims of those participating in the arrangement, from their heirs and beneficiaries, or from federal or state governmental bodies including the Internal Revenue Service, the Department of Labor or bank examiners.

For companies subject to SEC regulation, implementation of an executive or director compensation program may trigger rules requiring disclosures on Form 8-K within four days of implementing the program. Consult with your SEC attorney to determine your responsibilities under those rules.

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SALARY CONTINUATION AGREEMENT

This Salary Continuation Agreement (the “Agreement”) by and between Santa Cruz County Bank, headquartered in Santa Cruz County, California (the “Employer”), Krista Snelling (the “Executive”), made this 3rdday of August 2021, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

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SALARY CONTINUATION AGREEMENT

This Salary Continuation Agreement (the “Agreement”) by and between Santa Cruz County Bank, headquartered in Santa Cruz County, California (the “Employer”), Angelo DeBernardo (the “Executive”), made this 1day of September 2020, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment and to provide the Executive with additional incentive to achieve corporate objectives;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement') is made and entered into as of October 27, 2022, by and between Santa Cruz County Bank (the “Bank”) and Min Cecilia Situ (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 and Chief Financial Officer of the Bank pursuant to his/her appointment to such position effective as of October 27,2022.

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 and Chief Financial Officer of the Bank.

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EMPLOYMENTAGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of January 1, 2026, by andbetweenWestCoastCommunityBank(the“Bank”)andKristaSnelling(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,theBank’scorporateheadquartersarelocatedat75RiverStreet,SantaCruz, CA 95060.

WHEREAS,theExecutiveservesastheChairmanandChiefExecutiveOfficeroftheBank pursuant to her appointment to the President and ChiefExecutive Officer position effective as of March 1, 2021.

WHEREAS,theExecutivecurrentlyservesasChairmanof theBank while serving asthe Bank’s President and Chief Executive Officer. Upon removal or retirement, as the Bank’s President and ChiefExecutive Officer, theExecutiveshall immediately resign from theBoard of Directors.

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of , 2025, is made by and among West Coast Community Bancorp, a California corporation, West Coast Community Bank, a California banking corporation (West Coast Community Bancorp and West Coast Community Bank being collectively referred to as the “Corporation”), and a director or officer of either West Coast Community Bancorp or West Coast Community Bank (the “Indemnitee”).

RECITALS

A.    The Corporation and the Indemnitee recognize that the present state of the law is too uncertain to provide the Corporation’s officers and directors with adequate and reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed as a result of performing their duties for the Corporation;

B.    The Corporation and the Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate officers and directors in connection with their activities in such capacities and by reason of their status as such;

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EXECUTION VERSION

AMENDMENT NO. 3, dated as of December 14, 2021 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 6, 2020 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement), among NEW YORK RANGERS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Agent (in such capacity, the “Agent”).

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**Form of New Spinco Time Vested Options **

**FORM OF OPTION AGREEMENT **

Dear [Participant Name]:

Pursuant to the 2026 Employee Stock Plan (the “Plan”) of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par value $.01 per share (“Class*** A Common Stock*”) at a price of $[Dollars] per share. The Options are granted subject to the terms and conditions set forth below and in the Plan.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

1. Vesting. Your Options will vest and become exercisable in accordance with Appendix 1; provided that you have remained in the continuous employ of the MSG Entertainment Group, the Sphere Entertainment Group, the MSG Knickerbockers Group or the MSG Rangers Group (each as defined below) from the Effective Date through the applicable vesting date(s).

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***INDEMNIFICATION AGREEMENT ***

This INDEMNIFICATION AGREEMENT is made this ______ day of ___________(the “Agreement”) by and between MSG Rangers Corp., a Nevada corporation (the “Company”), and __     ________________ (“Indemnitee”).

WHEREAS, Indemnitee is [a][an] [director][officer] of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity (as hereinafter defined);

WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.  Definitions. For purposes of this Agreement:

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**TAX DISAFFILIATION AGREEMENT **

**BETWEEN **

**MADISON SQUARE GARDEN SPORTS CORP. **

**(TO BE RENAMED MSG KNICKERBOCKERS CORP.) **

**AND **

**MSGS SPINCO, INC. **

**(TO BE RENAMED MSG RANGERS CORP.) **

dated as of [●******], 2026 **

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TABLE OF CONTENTS

| | | | | | | | | | | ---------- | - | ------------------------------------------ | - | ---------------------------------------------------------- | : | - | -: | - | | | | | | | | | | | | SECTION 1. | | Definition of Terms | | | | | 2 | | | SECTION 2. | | Allocation of Taxes and Tax-Related Losses | | | | | 12 | |

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***2026 Stock Plan For Non-Employee Directors ***

1. Purpose.** **The purposes of the 2026 Stock Plan for Non-Employee Directors are to attract and retain individuals who are not employees of the Company as members of the Board of Directors, by encouraging them to acquire a proprietary interest in the Company which is parallel to that of the stockholders of the Company.

2. Definitions.** **The following terms shall have the respective meanings assigned to them as used herein:

(a) “Award” shall mean an Option, Restricted Stock Unit and other equity-based award which is granted or made under the Plan.

(b) “Award Agreement” shall mean an agreement which may be entered into by a Participant under the Plan and the Company, setting forth the terms and provisions applicable to Awards granted to such Participant.

(c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted at any time.

(d) “Committee” shall mean the Compensation Committee of the Board of Directors, as described in Section 3.

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