Browse EX-10 agreements

FORM OF CEO PERFORMANCE SHARE AGREEMENT

CONAGRA BRANDS, INC. 2023 STOCK PLAN

This Performance Shares Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).

Award Grant. Conagra hereby grants Performance Shares to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:

Participant:

Number of Performance Shares

(at Target Performance):

Date of Grant:

3-Year Performance Period:

**Dividend Equivalents: **Dividend equivalents will be paid on earned Performance Shares.

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FORM OF RESTRICTED STOCK UNIT AGREEMENT

CONAGRA BRANDS, INC. 2023 STOCK PLAN

This Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).

Award Grant. Conagra hereby grants Restricted Stock Units (“RSUs”, and each such unit an “RSU”) to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:

Participant:

Number of RSUs:

Date of Grant:

Vesting Schedule:

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Dividend Equivalents: Dividend equivalents on the RSUs will not be paid or accumulated.

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FORM OF PERFORMANCE SHARE AGREEMENT

CONAGRA BRANDS, INC. 2023 STOCK PLAN

This Performance Shares Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).

Award Grant. Conagra hereby grants Performance Shares to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:

Participant:

Number of Performance Shares

(at Target Performance):

Date of Grant:

3-Year Performance Period:

**Dividend Equivalents: **Dividend equivalents will be paid on earned Performance Shares.

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****Exhibit 10.5

CHANGE OF CONTROL AGREEMENT

This CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the ____ day of ___________, _____ between Conagra Brands, Inc., a Delaware Corporation (the “Company”), and ____________ (the “Employee”).

WHEREAS, as is the case with most, if not all, publicly traded businesses, it is expected that the Company from time to time may consider or need to consider the possibility of an acquisition by another company or other Change of Control of the ownership of the Company. The Board of Directors of the Company (the “Board”) recognizes that such considerations can be a distraction to Employee and can cause the Employee to consider alternative employment opportunities or to be influenced by the impact of a possible Change of Control of the ownership of the Company on Employee’s personal circumstances in evaluating such opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity

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FIRST AMENDMENT TO THE CARMAX, INC. BENEFIT RESTORATION PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2025 WHEREAS, CarMax, Inc. (the “Company”) maintains the CarMax, Inc. Benefit Restoration Plan (the “Plan”) for the benefit of eligible employees; and WHEREAS, the Plan was originally effective as of October 1, 2002, and has been subsequently amended and restated, with the most recent restatement effective January 1, 2025; and WHEREAS, pursuant to Section 9.1 of the Plan, the Company has the right by action of the Benefits Administration Committee (the “Committee”) to amend the Plan from time to time as necessary to ensure the Plan meets requirements of the Code, provided the amendment is not material to the Company or the Company’s shareholders. WHEREAS, the Company has determined that the following amendment is not financially material to the Company or the Company’s shareholders. WHEREAS, pursuant to the authority Plan section 9.1 and approval and authorization by the Committee on June 4, 2026, the Committee desires to amend the Plan as described herein for purposes of complia

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AAR CORP.

Fiscal 2027 Short-Term Incentive Plan

	1.	Purpose.

The purpose of the AAR CORP. 2027 Short-Term Incentive Plan (“STIP”) is to provide an incentive for selected senior executives of AAR CORP. (the “Company”) and its subsidiaries to achieve the Company’s short-term performance goals by providing them with an annual cash incentive payment based on the financial and operating success of the Company. The STIP payment for the fiscal year ending May 31, 2027 (“Fiscal 2027”) will be based on Earnings Per Share and Working Capital Turns.

	2.	Definitions.

	(a)	“Board” means the Board of Directors of the Company.

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Fiscal 2027 Form (Ratable Vesting)

AAR CORP.

Restricted Stock Agreement** (“Agreement”)**

Subject to the provisions of the AAR CORP. 2013 Stock Plan as amended and restated July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2027 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Delaware corporation (“Company”), hereby grants to Grantee a restricted stock award (“Award”), effective July 23, 2026 (“Date of Award”), for the number of shares of common stock (“Common Stock”) of the Company, $1.00 par value (“Award Shares”) set forth in the Company’s notification of Award grant letter to the Grantee, and incorporated herein by reference, subject to the forfeiture and nontransferability provisions hereof and the other terms and conditions set forth herein:

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Fiscal 2027 Form (Cliff Vesting)

AAR CORP.

Restricted Stock Agreement** (“Agreement”)**

Subject to the provisions of the AAR CORP. 2013 Stock Plan as amended and restated July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2027 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Delaware corporation (“Company”), hereby grants to Grantee a restricted stock award (“Award”), effective July 23, 2026 (“Date of Award”), for the number of shares of common stock (“Common Stock”) of the Company, $1.00 par value (“Award Shares”) set forth in the Company’s notification of Award grant letter to the Grantee, and incorporated herein by reference, subject to the forfeiture and nontransferability provisions hereof and the other terms and conditions set forth herein:

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Exhibit 10.4

Fiscal 2027 Form (Performance)

AAR CORP.

Performance Restricted Stock Agreement** (“Agreement”)**

Subject to the provisions of the AAR CORP. 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2027 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP., a Delaware corporation (“Company”), hereby grants to the Grantee a performance restricted stock award (“Award”), effective July 23, 2026 (“Date of Award”), for the number of shares of common stock (“Common Stock”) of the Company, $1.00 par value (“Award Shares”) set forth in the Company’s notification of Award grant letter to the Grantee and incorporated herein by reference, subject to the forfeiture and nontransferability provisions hereof and the other terms and conditions set forth herein:

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EXECUTION VERSION

CREDIT AGREEMENT

by and among

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Lender and

FEEL THE WORLD, INC., D/B/A XERO SHOES,

as a Borrower and

any entity that may hereafter become party hereto as a Guarantor,

as a Guarantor

CREDIT AGREEMENT

** **

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is dated June 23, 2026 by and between CID HOLDCO, INC., a Delaware corporation (the “Company”), and PHILLIPS EQUITIES & TRUST, a Delaware limited liability company (the “Holder”).

RECITALS

WHEREAS, the Company issued to Holder a $500,000 Senior Secured Convertible Promissory Note under a Note Purchase Agreement.

WHEREAS, the Note is convertible into Common Stock at a floating 20% discount, subject to a fixed 19.99% Exchange Cap, beneficial ownership limits, securities-law compliance, and Trading Market rules.

WHEREAS, the Company has agreed to provide narrow resale registration rights solely for Conversion Shares and not for other securities.

1. DEFINITIONS

**“Conversion Shares” **means shares of Common Stock issued or issuable upon conversion of the Note, only to the extent issuable within the Exchange Cap or after Stockholder Approval, any shares of Common Stock issued or issuable in excess thereof.

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E****xhibit 10.3

**Amendment **

**to the
CID HOLDCO, INC. **

2024 Equity Inventive Plan

May 12, 2026

** **

WHEREAS, CID Holdco, Inc. (the “Company”) maintains the CID Holdco, Inc. 2024 Equity Incentive Plan (the “Plan”); and

WHEREAS, Section 17 of the Plan provides that the Plan may be amended from time to time; and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan is hereby amended, effective as of the date the stockholders of the Company approve this amendment, in the following respects:

1. Section 4.1 of the Plan is amended to read in its entirety as follows:

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