Browse EX-10 agreements

*Form of New Spinco PSU Agreement *

**FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT **

Dear [Participant Name]:

Pursuant to the 2026 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive performance restricted stock units (the “Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

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AMENDMENT NO. 1, dated as of November 6, 2025 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 14, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement), among NEW YORK RANGERS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Agent (in such capacity, the “Agent”).

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AMENDED AND RESTATED CREDIT AGREEMENT

dated as of November 6, 2020

among

NEW YORK RANGERS, LLC,

as Borrower

the LENDERS party hereto,

JPMORGAN CHASE BANK, N.A.,

as Agent

JPMORGAN CHASE BANK, N.A.,

THE BANK OF NOVA SCOTIA,

TRUIST SECURITIES, INC. and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Book Runners

THE BANK OF NOVA SCOTIA,

TRUIST BANK, and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Syndication Agents

and

BANK OF AMERICA, N.A.,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

TD BANK, N.A. and

WELLS FARGO BANK, N.A.,

as Co-Senior Managing Agents

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TABLE OF CONTENTS

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***DIRECTOR SERVICES AGREEMENT ***

This Director Services Agreement (the “Agreement”) made as of January 1, 2024, by and between CalPrivate Bank (the “Bank”), and Selwyn Isakow (the “Director”).

**Background **

The Bank desires to have the Director provide assistance in the strategic planning and certain specified strategic initiatives of the Bank, and the Director desires to provide such assistance. This Agreement replaces the Strategic Services Agreement dated March 1, 2021, and shall be deemed effective as of January 1, 2024, in order to clarify that Director’s services are provided in his capacity as a director of the Bank and to confirm the terms under which such services are provided.

Now, therefore, the parties hereby agree as follows:

**Agreement **

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**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK AGREEMENT **

Unless otherwise defined herein, the terms defined in the Private Bancorp of America, Inc. (the “Company”) Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).

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**AMENDMENT TO PRIVATE BANCORP OF AMERICA, INC. EQUITY INCENTIVE PLAN **

**THIS AMENDMENT TO PRIVATE BANCORP OF AMERICA, INC. EQUITY INCENTIVE PLAN **(this “Amendment”) is effective as of May 22, 2024. All capitalized terms in this Amendment, to the extent not otherwise defined herein, shall have the meaning assigned to them in the Plan (as defined below).

**RECITALS **

WHEREAS, the Board of Directors (the “Board”) and shareholders of Private Bancorp of America, Inc., a California corporation (the “Company”), previously adopted the Private Bancorp of America, Inc. Equity Incentive Plan (the “Plan”); and

WHEREAS, the Board and the shareholders of the Company have approved an amendment to the Plan to increase the number of Shares reserved for issuance pursuant to Awards granted under the Plan.

NOW, THEREFORE, the following amendment is hereby made to the Plan:

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***Certain identified information has been omitted from this exhibit because it is not material and is customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been omitted. ***

**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK UNIT AGREEMENT **

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**INDEMNIFICATION AGREEMENT **

Executive Officers

This Indemnification Agreement, dated as of ____________ __, 202_, is made by and between Private Bancorp of America, Inc. (the “Company”), and ______________________, an officer of the Company or its subsidiary bank (the “Indemnitee”).

A. The Company and Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate officers in connection with their activities in such capacities and by reason of their status as such;

B. The Company and Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial resources of most officers of the Company and its subsidiary bank;

C. The Company and Indemnitee recognize that the legal risks and potential liabilities associated with proceedings filed against the officers of the Company and its subsidiary bank bear no reasonable relationship to the amount of compensation received by the officers;

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***Certain identified information has been omitted from this exhibit because it is not material and is customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been omitted. ***

**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK UNIT AGREEMENT **

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**FIRST AMENDMENT to DIRECTOR SERVICES AGREEMENT **

**(Isakow) **

This First Amendment to Director Services Agreement (the “Amendment”) is made and entered into effective as of January 1, 2025 by and between CalPrivate Bank, (the “Bank”), and Selwyn Isakow (the “Director”).

The parties previously entered into a Director Services Agreement made as of January 1, 2024, with an Initial Term continuing through the date twelve months thereafter (the “Agreement”).

Section 1 of the Agreement provides that “The Initial Term will be extended only upon the written agreement of the parties.”

The parties desire to extend the Term through January 1, 2026.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOLWEDGED, THE PARTIES AGREE AS FOLLOWS:

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**INDEMNIFICATION AGREEMENT **

Directors

This Indemnification Agreement, dated as of [•], is made by and between Private Bancorp of America, Inc., a corporation organized under the laws of the State of California (the “Company”), and [•] (the “Indemnitee”).

A. It is essential to the Company to retain and attract as directors the most capable persons available;

B. The Indemnitee is an “agent” (as such term is defined in Section 317 of the California Corporations Code) and a director of the Company;

C. The Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors, officers and employees of companies in today’s environment;

D. Section 317 of the California Corporations Code, the Company’s Articles of Incorporation (“Articles of Incorporation”) and the Company’s Bylaws (“Bylaws”) authorize the Company to indemnify and advance expenses to its agents to the extent provided therein, and the Indemnitee serves as an agent of the Company, in part, in reliance on such provisions;

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**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT. **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**STOCK OPTION AGREEMENT **

Unless otherwise defined herein, the terms defined in the Private Bancorp of America, Inc. (the “Company” or “PBAM”) Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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