Browse EX-10 agreements

AMENDMENT

dated as of May 1, 2026

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement, dated as of September 29, 2015 as amended or supplemented from time to time (“the “Agreement”)) and the parties have agreed to further amend the Agreement in accordance with the terms of this amendment (“Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

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AMENDMENT

dated as of June 1, 2021

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement dated as of September 29, 2015 (the “Agreement”) and the parties have agreed to amend the Agreement in accordance with the terms of this Amendment (the “Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

As used in the Agreement (including any Confirmation relating thereto), as amended by this Amendment, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereof”, “hereto” and other words of similar import, shall mean the Agreement as amended hereby, unless the context otherwise specifically requires.

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Master Repurchase

Agreement

September 1996 Version

Dated as of:		September 29, 2015
Between:		Morgan Stanley Bank, N.A.
and		Each of the entities listed on Exhibit I, severally and not jointly (each, a “Counterparty”)

1.	Applicability

From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

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Exhibit 10.1

FIRST BANCORP

2026 OMNIBUS INCENTIVE PLAN

Section I

PURPOSE

The purpose of the First BanCorp 2026 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), is to promote the interests of the Corporation and its stockholders by delivering long term incentive compensation benefits to the Corporation’s and its Affiliates’ employees and directors, who are expected to contribute significantly to the success of the Corporation and its Affiliates.  These benefits provide a proprietary interest in the continued growth and success of the Corporation through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The Plan is also intended to encourage recipients to remain in the employ or service of the Corporation and its Affiliates and to assist the Board and management in the attraction and recruitment of qualified service providers to serve the

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]

EXECUTIVE RELEASE OF CLAIMS

This Executive Release of Claims (this “Release”) is entered into this 7th day of May 2026, (the “Agreement Date”) by and between GBT US LLC, a Delaware limited liability company (the “Company”), and John David Thompson (the “Executive,” together with the Company, the “Parties”).

WHEREAS, the Executive is employed by the Company as its EVP, Chief Technology Officer;

WHEREAS, the Executive’s employment relationship with the Company as well as all other positions that the Executive holds with Global Business Travel Group, Inc., a Delaware corporation (“GBTGI”), will terminate on May 31, 2026 (the “Termination Date”), upon the terms set forth herein.

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]

SEVERANCE PROTECTION AGREEMENT

This Severance Protection Agreement (this “Agreement”) is entered into as of November 29, 2021 by and between GBT US LLC, a Delaware limited liability company (the “Company”), and John David Thompson (the “Executive”). This Agreement shall become effective upon the Company or its ultimate parent entity (currently GBT JerseyCo Limited) having a class of common stock publicly traded on a national securities exchange, such as the New York Stock Exchange, or quoted on NASDAQ (the date on which this Agreement becomes effective is referred to herein as the "Effective Date"); provided, however, that if the Effective Date does not occur on or before July 31, 2022, then this Agreement shall be null and void ab initio and neither party hereto shall have any liabilities or obligations hereunder.

Recitals

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CREDIT AGREEMENT

DATED AS OF MAY 7, 2026

AMONG

OPTIMIZERX CORPORATION

as Borrower,

THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO,

as Loan Parties,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Agent, L/C Issuer and Swing Line Lender,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Page

1.1.    Certain Defined Terms    1

1.2.    Accounting Terms and Determinations    35

1.3.    Other Definitional Provisions and References    36

2.    ADVANCES AND LETTERS OF CREDIT    36

2.1.    Revolving Credit Advances, Term Loan, and Borrowings    36

2.2.    Prepayments/Commitment Termination    37

2.3.    Swing Line Advances    39

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EXHIBIT 10.1 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL, AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMISSIONS ARE MARKED [*****]. Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEOGENYX FUELS LLC DATED AS OF May 12, 2026 THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH LAWS OR EXEMPTIONS THEREFROM. THE UNITS ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THIS AGREEMENT, AND NEOGENYX FUELS LLC, RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH UNITS UNLESS AND UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF THIS AGREEMENT SHALL BE PROMPTLY FURNISHED BY NEOGENYX FUELS LLC, TO THE HOLDER OF ANY UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.

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FORM OF

MAKEWHOLE AGREEMENT

This MAKEWHOLE AGREEMENT (this “Agreement”) is entered into by and between VISA INC., a Delaware corporation (the “Corporation”), THE HOLDER OF VISA COMMON STOCK IDENTIFIED ON THE SIGNATURE PAGE HEREOF (the “Holder”) and each PARENT GUARANTOR IDENTIFIED ON THE SIGNATURE PAGE HEREOF (each, a “Parent Guarantor,” and together with the Corporation and the Holder, each a “Party,” and collectively the “Parties”) as of the date set forth on the Corporation’s signature page hereof (the “Effective Date”). The terms “Class B-X Common Stock” and “Class B-Y Common Stock” are defined in Section 13 hereof. Capitalized terms not defined herein are defined in or by reference to the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) as in effect on the date hereof.

WITNESSETH:

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Exhibit 10.1

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NATIONAL BANK HOLDINGS CORPORATION 2023 Omnibus INCENTIVE PLAN,

AS AMENDED AND RESTATED May 7, 2026

Section 1.Purpose; Definitions

The purpose of the Plan is to give the Company the ability to competitively attract, retain and motivate officers, employees, directors and/or consultants who will contribute toward the continued growth, profitability and success of the Company by providing stock-based incentives that offer an opportunity to participate in the Company’s future performance and align the interests of such officers, employees, directors and/or consultants with those of the shareholders of the Company.

For purposes of the Plan, the following terms are defined as set forth below:

“Affiliate” means a corporation or other entity controlled by, controlling or under common control with the Company.

“Annual Cash Award” means a Cash Award that relates to an annual performance period and is not valued based on the Fair Market Value of a Share.

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MKS INC.

Restricted Stock Unit Agreement

Granted Under the 2022 Stock Incentive Plan (as amended and restated)

AGREEMENT made _________________ (the “Grant Date”), between MKS Inc., a Massachusettscorporation (the “Company”), and _________________ (the “Participant”).

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1. General. The Company hereby grants to the Participant restricted stock units (“RSUs”) with respect to the number of shares set forth in Exhibit A hereto (the “Shares”) of common stock, no par value, of the Company (“Common Stock”), subject to the terms and conditions set forth in this Agreement and in the Company’s 2022 Stock Incentive Plan (as amended and restated effective May 11, 2026, the “Plan”). The RSUs represent a promise by the Company to deliver Shares upon vesting and settlement.

(a) Definitions. Capitalized terms not explicitly defined in this Agreement shall have the same meanings given to them in the Plan.

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