Browse EX-10 agreements

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Exhibit 10.1

QUALYS, INC.

2012 EQUITY INCENTIVE PLAN

(as amended and restated at the 2026 Annual General Meeting)

1.Purposes of the Plan. The purposes of this Plan are:

•to attract and retain the best available personnel for positions of substantial responsibility,

•to provide additional incentive to Employees, Directors and Consultants, and

•to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

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

(a)“2022 Restatement” means the amendment and restatement of the Plan that became effective on the date of the 2022 Annual General Meeting of the Company’s stockholders (such date, the “2022 Restatement Date”).

(b)“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

…

TELA BIO, INC.

 

AMENDMENT NO. 2 TO

 

AMENDED AND RESTATED 2019 EQUITY

INCENTIVE PLAN

 

WHEREAS, the Board of Directors of TELA Bio, Inc., a Delaware corporation (the “Company”) approved and adopted the Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”) of the Company on April 20, 2020;

 

WHEREAS, the Board of Directors and the stockholders of the Company approved and adopted that certain Amendment No. 1 to Amended and Restated 2019 Equity Incentive Plan of the Company on May 28, 2025; and

 

WHEREAS, the Board of Directors and the stockholders of the Company have determined that it is in the best interest of the Company to further amend the 2019 Plan as set forth in this Amendment No. 2 (this “2019 Plan Amendment”).

 

NOW, THEREFORE, the 2019 Plan is amended as follows:

 

1.

Amendment of the 2019 Plan

 

1.01.

Section 3(a) of the 2019 Plan is hereby amended and restated in its entirety to read as follows:

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flagstarbank2020omnibusi

Page 1 FLAGSTAR BANK, N.A. 2020 OMNIBUS INCENTIVE PLAN (As Amended – June 9, 2026) 1. Purposes; Effective Date; Prior Plan. (a) Purpose. The Flagstar Bank, N.A. 2020 Omnibus Incentive Plan has two principal purposes: (i) to assist with the objective of attracting and retaining outstanding individuals to serve as of icers, directors, employees and consultants and (ii) to increase shareholder value. The Plan will provide participants with incentives to increase shareholder value by offering the opportunity to acquire shares of the Company’s common stock, receive monetary payments based on the value of such common stock, or receive other incentive compensation, on the terms that this Plan provides. (b) Effective Date. This Plan will become effective, and Awards may be only be granted under this Plan, on and after the Effective Date. This Plan will terminate as provided in Section 15. (c) Effect on Prior Plan. On the Effective Date, the Prior Plan will terminate such that no new awards may be granted under the Prior Plan, although awards previously granted under

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Exhibit 10.1

KEVIN E. LORD

Executive Vice President

& Chief Human Resources Officer

1211 Avenue of the Americas, New York, NY 10036

[NAME]

[ADDRESS]

Dear [NAME],

Reference is made to that certain Employment Agreement, dated [DATE], as amended [on [DATE[s]]] (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.

The Board of Directors (the “Board”) of Fox Corporation (the “Company”) and the Compensation Committee of the Board (the “Committee”) have each unanimously approved the following amendments to the Employment Agreement, effective as set forth below:

Extension of Term. The term of the Employment Agreement is hereby extended from [DATE] to [END DATE].

[Base Salary. Section 4(a) of the Employment Agreement is hereby amended to increase the Base Salary to $[_____] per annum, effective as of [DATE].]

…

Settlement, Waiver and Release Agreement

 

This Settlement, Waiver and Release Agreement (“Agreement” or “Settlement Agreement”) is made and entered into as of June 5, 2026 (“Effective Date”) by and between CALLAN JMB Inc., a Nevada Corporation (the “Company” or “CJMB”), and Mr. Eric Kash, an individual (“Executive”) (hereafter also referenced in their generic singular alternative as “Party” and in their generic plural collective as “Parties”), and provides as follows:

 

R E C I T A L S:

 

WHEREAS, CJMB is a duly constituted corporation whose common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and trades on Nasdaq Capital Market, LLC under the ticker symbol CJMB;

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EXHIBIT 10.1

COMPLETE AND PERMANENT RELEASE AND RETIREMENT AGREEMENT

Russell Shaller (“Mr. Shaller”) and Brady Corporation (the “Company”) hereby enter into this Complete and Permanent Release and Retirement Agreement (the “Agreement”) to resolve all matters relating to Mr. Shaller’s employment with, and retirement from, the Company. Mr. Shaller and the Company hereby agree as follows:

1.Retirement. Effective 12:01 a.m. on June 8, 2026 (the “Effective Date”), Mr. Shaller retires and resigns from his position as President and Chief Executive Officer of the Company, and provides notice to the Company of his resignation from the Board of Directors, as well as all officer and director positions of all Brady subsidiaries. From the Effective Date to August 1, 2026 (the “Separation Date”), Mr. Shaller will remain employed by the Company serving as Special Advisor to the Chief Executive Officer, and will receive his current salary and fringe benefits through the Separation Date. From the Effective Date to the Separation Date, Mr. Shaller will be available to consult regarding tr

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EXHIBIT 10.2

Brady Corporation

6555 West Good Hope Road

P.O. Box 571

Milwaukee, WI USA

53201-0571

June 7, 2026

Vineet Nargolwala

Dear Vineet,

On behalf of Brady Corporation (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer (“CEO”), working at the Company’s headquarters at 6555 West Good Hope Road in Milwaukee, Wisconsin. In this role, you will be reporting to the Company’s Board of Directors (the “Board”).

Outlined below are the terms and conditions of your employment. In developing this offer, our goal has been to provide you with an attractive and competitive compensation package as you undertake your new position effective June 8, 2026 (the “Effective Date”).

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EXHIBIT 10.3

BRADY CORPORATION

CHANGE OF CONTROL AGREEMENT

AGREEMENT, made as of June 8, 2026, between Brady Corporation, a Wisconsin corporation, (“Corporation”) and Vineet Nargolwala (“Executive”).

WHEREAS, the Executive is now serving as an executive of the Corporation in a position of importance and responsibility; and

WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Corporation and its policies, markets and financial and human resources, and the Executive has acquired certain confidential information and data with respect to the Corporation; and

WHEREAS, the Corporation wishes to continue to receive the benefit of the Executive’s knowledge and experience and, as an inducement for continued service, is willing to offer the Executive certain payments due to severance as a result of change of control as set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Executive and Corporation agree as follows:

SECTION 1.DEFINITIONS.

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Exhibit 10.5

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

among

 

HYUNDAI AUTO RECEIVABLES TRUST 2026-B, as Issuer,

 

HYUNDAI CAPITAL AMERICA, as Servicer

 

and

 

CLAYTON FIXED INCOME SERVICES LLC,

 

as Asset Representations Reviewer

 

Dated as of June 17, 2026

 

 

 

(2026-B Asset Representations Review Agreement)

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I USAGE AND DEFINITIONS

1

 

 

 

Section 1.1.

Usage and Definitions

1

 

 

 

Section 1.2.

Additional Definitions

1

 

 

 

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

2

 

 

 

Section 2.1.

Engagement; Acceptance

2

 

 

 

Section 2.2.

Confirmation of Scope

2

 

 

 

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

2

 

 

 

Section 3.1.

Review Notices

2

 

 

 

Section 3.2.

Identification of Subject Receivables

2

 

 

 

Section 3.3.

Review Materials

3

 

 

 

Section 3.4.

Performance of Reviews

3

 

 

 

Section 3.5.

Review Reports

4

 

 

 

Section 3.6.

Limitations on Review Obligations

4

 

 

 

Section 3.7.

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Exhibit 10.1

 

RECEIVABLES PURCHASE AGREEMENT

 

between

 

HYUNDAI CAPITAL AMERICA,

 

as Seller,

 

and

 

Hyundai ABS Funding, LLC,

 

as Depositor

 

Dated as of June 17, 2026

 

(2026-B Receivables Purchase Agreement)

 

 

Table of Contents

 

 

Page

 

 

ARTICLE I. Definitions

1

 

 

Section 1.01

Definitions

1

Section 1.02

Other Definitional Provisions

1

 

 

ARTICLE II. Conveyance of Receivables

2

 

 

Section 2.01

Conveyance of Receivables

2

Section 2.02

The Closing

3

 

 

ARTICLE III. Representations and Warranties

3

 

 

Section 3.01

Representations and Warranties of Depositor

3

Section 3.02

Representations and Warranties of Seller

4

 

 

ARTICLE IV. Conditions

7

 

 

Section 4.01

Conditions to Obligation of the Depositor

7

Section 4.02

Conditions to Obligation of the Seller

8

 

 

ARTICLE V. Covenants of the Seller

8

 

 

Section 5.01

Protection of Right, Title and Interest

8

Section 5.02

Other Liens or Interests

9

Section 5.03

Costs and Expenses

9

 

 

ARTICLE VI. Indemnification

9

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Exhibit 10.2

 

SALE AND SERVICING AGREEMENT

 

among

 

HYUNDAI AUTO RECEIVABLES TRUST 2026-B, Issuer,

 

HYUNDAI ABS FUNDING, LLC, Depositor,

 

HYUNDAI CAPITAL AMERICA, Seller and Servicer,

 

and

 

CITIBANK, N.A., Indenture Trustee

 

Dated as of June 17, 2026

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I. DEFINITIONS

1

 

 

Section 1.01 Definitions

1

Section 1.02 Other Definitional Provisions

1

 

 

ARTICLE II. CONVEYANCE OF RECEIVABLES

2

 

 

Section 2.01 Conveyance of Receivables

2

 

 

ARTICLE III. THE RECEIVABLES

3

 

 

Section 3.01 Representations and Warranties of the Seller

3

Section 3.02 Perfection Representations and Warranties

4

Section 3.03 Repurchase upon Breach

5

 

 

ARTICLE IV. ADMINISTRATION AND SERVICING OF RECEIVABLES

5

 

 

Section 4.01 Duties of Servicer

5

Section 4.02 Collection of Receivable Payments; Modifications of Receivables

6

Section 4.03 Realization upon Receivables

7

Section 4.04 [Reserved]

8

Section 4.05 Maintenance of Security Interests in Financed Vehicles

8

…

Exhibit 10.3

 

 

OWNER TRUST ADMINISTRATION AGREEMENT

 

among

 

HYUNDAI AUTO RECEIVABLES TRUST 2026-B, as Issuer,

 

HYUNDAI CAPITAL AMERICA, as Administrator,

 

and

 

CITIBANK, N.A., as Indenture Trustee

 

Dated as of June 17, 2026

 

 

 

 

-i-

(2026-B Owner Trust Administration Agreement)

 

 

Table of Contents

 

 

 

Page

 

 

 

Section 1.1

Duties of the Administrator with Respect to the Depository Agreement and the Indenture

2

 

 

 

Section 1.2

Additional Duties

5

 

 

 

Section 1.3

Non-Ministerial Matters

6

 

 

 

Section 2.

Records

7

 

 

 

Section 3.

Representations and Warranties of the Administrator

7

 

 

 

Section 4.

Compensation

8

 

 

 

Section 5.

Additional Information To Be Furnished to the Issuer

8

 

 

 

Section 6.

Independence of the Administrator

8

 

 

 

Section 7.

No Joint Venture

8

 

 

 

Section 8.

Other Activities of Administrator

8

 

 

 

Section 9.

Term of Agreement; Resignation and Removal of Administrator

8

 

 

 

Section 10.

…