Browse EX-10 agreements

Dienstvertrag			Service Contract
zwischen			between
INNIO Holding GmbH Nymphenburger Straße 5 80335 München/Munich Deutschland/Germany
– im Folgenden „Gesellschaft“ genannt –			– hereinafter referred to as „Company“ –
und			and
Herrn/Mr Dr Olaf Berlien Amselweg 9 40883 Ratingen, Deutschland/Germany
– im Folgenden			– hereinafter referred to as
“President & CEO, Executive Board Member INNIO N.V.” oder „President & CEO“ genannt;			“President & CEO, Executive Board Member INNIO N.V.” or “President & CEO”;

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Weil, Gotshal & Manges (London) LLP 110 Fetter Lane London EC4A 1AY +44 20 7903 1000 main tel +44 20 7903 0990 main fax weil.com

WARNING: THE TAKING OF THIS DOCUMENT, ANY CERTIFIED COPY THEREOF OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION OF A TRANSACTION AGREED, ENVISAGED OR OTHERWISE MENTIONED IN THIS DOCUMENT, INCLUDING WRITTEN CONFIRMATIONS OR REFERENCES THERETO, INTO THE REPUBLIC OF AUSTRIA, AS WELL AS THE PRODUCTION IN, OR THE SENDING TO OR FROM, THE REPUBLIC OF AUSTRIA OF ANY OF THE FOREGOING DOCUMENTS, AS WELL AS THE SENDING TO OR FROM THE REPUBLIC OF AUSTRIA OF FAX MESSAGES OR E-MAILS CARRYING AN ELECTRONIC SIGNATURE (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED, MAY TRIGGER AUSTRIAN STAMP DUTY. IN ORDER TO AVOID TRIGGERING AUSTRIAN STAMP DUTY, DO NOT TAKE OR SEND TO OR SET UP IN THE REPUBLIC OF AUSTRIA THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR WRITTEN AND SIGNED REFERENCES THERETO OR ANY STAMP DUTY SENSITIVE D

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Exhibit 10.3

COMPENSATION POLICY

INNIO N.V.

INTRODUCTION

Article 1

This document sets out the Company's policy concerning the compensation of the Directors.

DEFINITIONS AND INTERPRETATION

Article 2

2.1

In this policy the following definitions shall apply:

Article	An article of this policy.
Board	The Company's board of directors.
Change of Control Benefit	Any compensation or other benefit comprised in a Compensation Package that becomes payable, vests, is settled, becomes exercisable or is triggered in any other manner as a result of a change of control over the Company (as such term may be defined in the applicable agreement, plan or arrangement providing for such compensation or benefit).
Company	INNIO N.V.
Compensation Committee	The compensation committee established by the Board.
Compensation Package	The total compensation package of a Director for services rendered in that capacity.
Director	A member of the Board.

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INNIO N.V. 2026 INCENTIVE AWARD PLAN

ARTICLE I. Purpose

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II. Eligibility

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III. Administration and Delegation

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1

exhibit 10.1

INDEMNIFICATION AGREEMENT

between

[name]

as the Officer

and

INNIO N.V.

as the Company

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TABLE OF CONTENTS

1	DEFINITIONS AND INTERPRETATION	3
1.1	Definitions	3
1.2	Interpretation	5
2	INDEMNIFICATION AND INSURANCE	5
2.1	Entitlement to indemnification	5
2.2	Advancements	6
2.3	Limitations	6
2.4	Determination of entitlement to indemnification and advancements	6
2.5	Proceedings	7
2.6	D&O Insurance	7
3	MISCELLANEOUS PROVISIONS	8
3.1	Confidentiality and disclosure	8
3.2	Notices	8
3.3	Entire agreement	9
3.4	No implied waiver	9
3.5	Amendment	9
3.6	Invalidity	9
3.7	No rescission or nullification	9
3.8	No transfer, assignment or encumbrance	9
3.9	Term and termination	10
4	GOVERNING LAW AND JURISDICTION	10
4.1	Governing law	10
4.2	Jurisdiction	10

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INDEMNIFICATION AGREEMENT

THIS AGREEMENT IS MADE ON [DATE] BETWEEN

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APPLIED AEROSPACE & DEFENSE, INC.

2026 OMNIBUS INCENTIVE PLAN

FORM OF

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Applied Aerospace & Defense, Inc. 2026 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Applied Aerospace & Defense, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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APPLIED AEROSPACE & DEFENSE, INC.

2026 OMNIBUS INCENTIVE PLAN

FORM OF

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Applied Aerospace & Defense, Inc. 2026 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Applied Aerospace & Defense, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), the restrictive covenants attached hereto as Exhibit B (the “Restrictive Covenants”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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FORM OF

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of [_____] (the “Effective Date”) by and between [_____] (hereinafter referred to as “Executive”) and [_____], a [_____] corporation (hereinafter referred to as the “Company”).

RECITALS

The Company (or a subsidiary of the Company) and Executive previously entered into an [employment agreement/offer letter], dated as of [_____] (the “Previous Agreement”);

The Company desires to continue to employ Executive as the [_____] and the Executive desires to continue to be so employed, on and pursuant to the terms of this Agreement, and the Company and Executive desire for this Agreement to supersede and replace the Previous Agreement in its entirety upon the Effective Date.

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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APPLIED AEROSPACE STRUCTURES, LLC

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of May 8, 2026 (the “Effective Date”) by and between James William (“Trip”) Ferguson, III (hereinafter referred to as “Executive”) and Applied Aerospace Structures, LLC, an Illinois limited liability company (hereinafter referred to as the “Company”).

RECITALS

The Company desires to continue to employ Executive as the Chief Executive Officer and the Executive desires to continue to be so employed, on and pursuant to the terms of this Agreement.

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

EMPLOYMENT AND DUTIES.

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2018 by and among PCX Aerostructures, LLC, a Delaware limited liability company (the “Company”), Jeffrey L. McRae (the “Executive”) and, solely for purposes of issuance of equity interests under Sections 3(e) and (f), PCX Holding Corp., a Delaware corporation (the “Parent”). Certain capitalized terms used in this Agreement are defined in Section 13.

RECITALS:

A. The Company is engaged in and will continue to be engaged in the business of manufacturing, assembling, testing, selling, and providing complex dynamic and structural components and assemblies for military and civilian aircraft programs (collectively, the “Business”);

B. As a result of employment with and provision of services to the Company, the Executive will become familiar with confidential information and trade secrets associated with the Business; and

C. The Company desires to employ the Executive, and the Executive desires to be so employed, on the terms and conditions set forth herein.

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APPLIED AEROSPACE STRUCTURES, CORP.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of December 1, 2022 (the “Effective Date”) by and between Kevin Bidlack (hereinafter referred to as “Employee”) and Applied Aerospace Structures, Corp., an Illinois corporation (hereinafter referred to as the “Company”).

RECITALS

The Company and Employee previously entered into an employment agreement, dated as of May 1, 2020 (the “Previous Agreement”);

The Company desires to employ Employee as the Chief Executive Officer and the Employee desires to commit his employment with the Company as its Chief Executive Officer, on and pursuant to the terms of this Agreement; and

The Company and Employee desire for this Agreement to supersede and replace the Previous Agreement in its entirety upon the Effective Date.

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		3437 S. Airport Way Stockton, CA 95206

November 25, 2025

Christopher Rogers

[***]

Dear Mr. Rogers,

We are delighted to offer you the position of Chief Growth Officer for Applied Aerospace and Subsidiaries, contingent upon your successful completion of a Company paid pre-employment physical, drug screen and background check.

Key Terms of the Offer:

	•		Position Title: Chief Growth Officer

	•		Exemption Status: Salary/Exempt

	•		Reporting To: James “Trip” Ferguson, CEO

	•		Estimated Start Date: December 1, 2025

	•		Work Location: Remote (home office in Virginia)

	•		Work Schedule: 9/80 Schedule (every other Friday off)

	•		Compensation:

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