Browse EX-10 agreements

Transition and Separation Agreement

This Transition and Separation Agreement (the “Agreement”) is made and entered into as of June 3, 2026 by and between DeEtte Gray (the “Executive”) and CACI International Inc (the “Company”).

WHEREAS, Ms. Gray, the President of U.S. Operations, has informed the Company of her intent to retire effective as of June 30, 2026; and

WHEREAS, the Company desires to utilize the services of the Executive from July 1, 2026, through December 31, 2026, for purposes of supporting U.S. operations; and

WHEREAS, at the Company’s request, the Executive has agreed to remain an employee in the position of Strategic Advisor between July 1, 2026 and December 31, 2026, in order to facilitate the transition from her leadership role of U.S. operations and to do such other tasks as may be requested by the Chief Executive Officer; and

WHEREAS, the Executive and the Company wish to provide for the terms of the Executive’s transition of duties with the Company; and

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Exhibit 10.1

Voting and Exchange Agreement

This Voting and Exchange Agreement (this “Agreement”) is entered into as of the Effective Date by and among Dillard’s, Inc., a Texas corporation (the “Company”), and each of the undersigned persons (each a “Stockholder” and collectively, the “Stockholders”). The Company and the Stockholders are referred to herein as the “Parties” and each, a “Party.”

WHEREAS, each of the Stockholders anticipates becoming a record holder of shares of Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock”);

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PSYENCE BIOMEDICAL LTD.

FIRST AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

1.	Purpose. The purposes of this Plan are to:

	(a)	attract, retain, and motivate Employees, Directors, and Consultants,

	(b)	provide additional incentives to Employees, Directors, and Consultants, and

	(c)	promote the success of the Company’s business,

by providing Employees, Directors, and Consultants with opportunities to acquire the Company’s Shares, or to receive monetary payments based on the value of such Shares. Additionally, the Plan is intended to assist in further aligning the interests of the Company’s Employees, Directors, and Consultants to those of its shareholders.

2.	Definitions. As used herein, the following definitions will apply:

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Execution Version

Confidential

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (the “Agreement”) is entered into by and between Lippert Components, Inc. (the “Company”) and Jason D. Lippert (“Employee”).

1.Separation. Employee’s employment with the Company and its affiliates ended on June 3, 2026 (the “Separation Date”) and, in connection with Employee’s termination of employment from the Company, Employee hereby resigns from the board of directors of LCI Industries (“LCI”) and any and all director and officer position Employee held with the Company, LCI and any of their affiliates, effective immediately. Subject to compliance with the Continuing Obligations and Release Requirement (each as set forth and defined on Exhibit A hereto), Employee’s termination from the Company shall be recorded in the Company’s records as an approved retirement. Following the Separation Date Employee shall not be, or represent that Employee is, an employee or representative of the Company or any of the other Releasees (as defined below). Following the Separation

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June 4, 2026

PRIVATE & CONFIDENTIAL

Mr. John A. Sirpilla

via email

Re:    Employment Terms and Conditions – Interim Chief Executive Officer

Dear Johnny:

Lippert Components, Inc. (the “Company”) is pleased to offer you an employment position as interim Chief Executive Officer (“CEO”), reporting to the Board of Directors of LCI Industries (the “Board”), effective as of June 4, 2026 (the “Start Date”) pursuant to the terms and conditions set forth in this employment letter agreement (this “Employment Letter”).

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GRANITE POINT MORTGAGE TRUST INC.

DIRECTOR COMPENSATION POLICY

This Director Compensation Policy (this “Policy”) of Granite Point Mortgage Trust Inc. (the “Company”) sets forth the compensation payable to the independent directors of the Company for their service as a member of the Board of Directors (the “Board”) of the Company and committees thereof:

The Company will pay director fees only to those non-employee members of the Board who are independent (each an “Independent Director”) under the listing standards of the New York Stock Exchange (the “NYSE”). The Company’s goal is to provide compensation for its Independent Directors in a manner that enables it to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee the Company’s affairs. The Company also seeks to align the interests of its Independent Directors and its stockholders and has chosen to do so by compensating its Independent Directors with a mix of cash and equity-based compensation.

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Exhibit 10.5

PLEDGE AGREEMENT

This PLEDGE AGREEMENT is dated as of June 1, 2026 (this “Agreement”), by and between the undersigned identified as a “Pledgor” on the signature pages hereto (each a “Pledgor” and collectively the “Pledgors”) and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, the “Pledgee”).

RECITALS

A. Pursuant to that certain Term Loan, Security and Guaranty Agreement dated of even date herewith (as amended from time to time, the “Loan Agreement”) by and among the Borrower, the Guarantors a party thereto and the Pledgee, the Pledgee has agreed to make the Term Loan to the Borrower, all on the terms and subject to the conditions set forth in the Loan Agreement and the other Loan Documents.

B. The Guarantors are party to the Guaranty set forth in the Loan Agreement pursuant which they jointly and severally guarantied the Guarantied Obligations on the terms and provisions set forth therein.

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Exhibit 10.9

State of South Carolina	$870,000.00
Greenville County	May 30, 2026

BILL OF SALE

IN CONSIDERATION OF $870,000.00, inclusive with all sales tax, which shall be paid by an $870,000 reduction of the outstanding principal indebtedness owed by the Seller to the Buyer, in accordance with the terms of a settlement agreement and general release dated May 4, 2026 (the “Settlement Agreement”), the undersigned PhoenixEV, Inc., a Delaware corporation (hereinafter, the “Seller”), with a business address located at 1 Whitlee Court, Greenville, SC 29607, DOES NOW SELL, TRANSFER AND DELIVER to J.J. Astor & Co., a Utah corporation (hereinafter, the “Buyer”), with a business address located at 26 S Rio Grande Street, #2072 Salt Lake City, Utah 84101, the following described Subject Property:

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Exhibit 10.6

AMENDMENT TO

ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of June 1, 2026, but effective as of December 31, 2025 (the “Effective Date”) by and among PHOENIX MOTOR, INC, a Delaware corporation (“Holdco”), PHOENIX CARS LLC., a Delaware limited liability company (“Opco” and together with Holdco, “Sellers” and each a “Seller”), and PHOENIXEV INC., a Delaware corporation (“Purchaser”).

RECITALS

A. Sellers and Purchaser are parties to that certain Asset Purchase Agreement dated as of the Effective Date (the “Purchase Agreement”), pursuant to which, among other things, Sellers sold, assigned and transferred the Acquired Assets to Purchaser on the terms and subject to the conditions set forth therein. Unless otherwise indicated, capitalized terms used but not defined herein have the respective meanings assigned to them in the Purchase Agreement.

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Exhibit 10.8

J.J. ASTOR & CO.

26 S Rio Grande St. #2072

Salt Lake City, UT 84101

May 30, 2026

Phoenix Motor Inc.

1500 Lakeview Loop

Anaheim, CA 92807

Attention: Xiaofeng Denton Peng

Re:	Payoff Letter for Phoenix Motor Inc.

Gentlemen:

Reference is made to that certain Loan Agreement dated as of March 14, 2025, between Phoenix Motor Inc. (the “Company”), and J.J. Astor & Co. (the “Lender”), and the other Transaction Documents, in each case as amended, supplemented or otherwise modified from time to time. Capitalized terms used herein without definition have the meanings given to them in the Loan Agreement.

This letter (this “Payoff Letter”) hereby confirms that immediately upon receipt by the Lender of a wire transfer in immediately available funds of the amount of $3,800,000 (the “Payoff Amount”) to the bank account set forth below by not later than 5:00 p.m. PDT on Monday, June 1, 2026 (the “Payoff Date”), automatically and without any further action by any party:

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Exhibit 10.7

SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (“Agreement”) is entered into as of this 4th day of May 2026 between and among (a) PHOENIX MOTOR INC., a Delaware corporation (the “Company”), PHOENIX CARS, LLC, a Delaware limited liability company (“PCL”), PHOENIX MOTORCARS LEASING, LLC, a California limited liability company (“PML”), EDISON FUTURE INTERNATIONAL CO., LTD., a Hong Kong corporation (“Edison”), XIAOFENG DENTON PENG (“Peng”) and J.J. ASTOR & CO., a Utah corporation (the “Lender”). PCL, PML, and Edison are subsidiaries of the Company. The Company, PCL, PML, Edison and Peng are sometimes collectively referred to as the “Loan Parties.” Each of the Loan Parties and the Lender are sometimes referred to in this Agreement individually as a “party,” or collectively as the “parties.”

I. RECITALS

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TERM LOAN, SECURITY AND GUARANTY AGREEMENT

THIS TERM LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of June 1, 2026, by and among PHOENIX MOTOR INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to this Agreement and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, the “Lender”).

RECITALS

A. The Borrower, through its wholly owned Subsidiaries, PhoenixEV and PhoenixEV Operating, is engaged in the business of designing, developing, manufacturing, assembling and integrating electric drive systems and light and medium duty electric vehicles, including, through its “proterra transit business unit” owned by PhoenixEV, designing, developing and selling electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities and other commercial transit fleets (collectively, the “Proterra Transit Business”).

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