Browse EX-10 agreements

Amaero Advanced Materials & Manufacturing, Inc.
130 Innovation Drive SW, McDonald, TN 37353

June 27, 2025

Brett Paduch

Dear Brett,

I am pleased to offer you a position with Amaero Advanced Materials & Manufacturing, Inc., (the "Company") as its Chief Financial Officer reporting to Hank Holland, Chairman and CEO. If you decide to join us, you will receive an annual salary of $325,000 less applicable withholdings, which will be paid semi-monthly in accordance with the Company's normal payroll procedures. Additionally, your salary base will increase to $350,000.00 on your first-year anniversary date.

You are entitled to 4 weeks Paid Time Off as per our company policy to begin accruing upon completion of your initial probationary period of 90 days.

If you join the Company, you will be required to work at our McDonald, TN facility, located at 130 Innovation Drive SW, McDonald, TN 37353.

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Amaero Advanced Materials & Manufacturing, Inc.

130 Innovation Drive, McDonald, TN 37353

August 21, 2023

Eric Bono

Dear Eric:

This offer letter (the “Amended Offer Letter”) confirms the terms of your employment with Amaero Advanced Materials & Manufacturing, Inc. (the “Company”), as its President and Chief Technology Officer and amends, restates and supersedes in its entirety that certain offer letter dated August 9, 2023 (the “Prior Offer Letter”) effective as of the date you execute this Amended Offer Letter. If you decide to join us, you will receive an annual salary of $500,000, less applicable withholdings, which will be paid semi-monthly in accordance with the Company’s normal payroll procedures.

At the invitation of the Board of Directors of Amaero International Limited (the “Board”), and subject to your receipt of a director identification number, you will be eligible to serve as a member of the Board.

As an employee, you are also eligible to receive certain employee benefits that are provided to similarly situated employees pursuant to the terms and conditions of the applicable Company benefit plan and as otherwise required by law, including Company matching of your 401(k) contributions pursuant to the Company-sponsored 401(k) plan. Notwithstanding any provision in this letter, the Company may modify job titles, wages, and benefits from time to time as it deems necessary.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into as of August 28, 2026 (the “Effective Date”) by and between Amaero Inc., a Delaware corporation (the “Company”), and Hank Holland (“Executive”) (collectively, the “Parties,” and each, a “Party”). This Agreement replaces in its entirety the Executive Employment Agreement by and between Executive and Company dated as of August 6, 2026.

R E C I T A L S

WHEREAS, the Company desires to continue to retain the services of Executive as the Company’s Chief Executive Officer and to have Executive serve as Chair of the Company’s Board of Directors (the “Board”), upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Executive desires to continue to provide services to the Company pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, Executive and the Company (or an affiliate of the Company) are parties to that certain offer letter dated August 24, 2023 (the “Prior Offer Letter”) and the executive employment agreement dated August 6, 2026 (the “Prior Employment Agreement”), and the Parties intend that, as of the Effective Date, this Agreement will supersede and replace the Prior Offer Letter and the Prior Employment Agreement in their entirety; and

WHEREAS, as a condition of the compensation and benefits provided under this Agreement, Executive is required to execute and comply with the Confidentiality Agreement and the Non-Competition Agreement (each as defined in Section 13 below).

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Amaero Inc.

Non-Employee Director Compensation Policy

This Non-Employee Director Compensation Policy (the “Policy”) sets forth the compensation to be provided to each non-employee director of the Company (each, an “Eligible Director”), unless such Eligible Director declines or waives in advance the receipt of such cash or equity compensation by written notice to the Company. This Policy supersedes any existing Company policy regarding cash compensation and grants of equity awards to its Non-Employee Directors. Each Non-Employee Director will be solely responsible for any tax obligations incurred by such Non-Employee Director as a result of any compensation such Non-Employee Director receives under this Policy.

CASH COMPENSATION

•

Annual Retainer. An annual cash retainer of $115,000 for each Eligible Director serving on the Board.

•

Additional Annual Retainers – Committee Chair. An additional annual cash retainer for serving as a chair of specified committees of the Board:

o

The chair of the Audit Committee of the Board shall receive an additional $25,000 annually; and

o

The chair of the Compensation Committee of the Board shall receive an additional $20,000 annually.

All cash compensation shall be payable quarterly in arrears, and pro-rated for the Eligible Director’s period of service on the Board or service as committee chair, as applicable.

EQUITY COMPENSATION

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Employee Incentive
Plan

AmaeroInternationalLtd

ACN633 541 634

ApprovedbyBoardandShareholderson18October2019, as amended 29 August 2023

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CONTENTS

1.	DEFINITIONSANDINTERPRETATION	1
2.	PURPOSE	8
3.	COMMENCEMENT	8
4.	MAXIMUM ALLOCATION	8
5.	ELIGIBILITY AND GRANT	8
6.	OPERATION OF PLAN	11
7.	OPTION TERMS	12
8.	EXERCISE OF OPTIONS	14
9.	EMPLOYEE SHARE TRUST	14
10.	PERFORMANCE RIGHT TERMS	14

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AMAERO INC.

2026 EQUITY INCENTIVE PLAN

1.

Purposes of the Plan. The purposes of the 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, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

2.

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

2.1

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

2.2

“Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not limited to the related issuance of shares of Common Stock (including in the form of CDIs), including but not limited to, under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted (including, while the Company is listed on the ASX, the ASX Listing Rules) and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.

2.3

“ASX” means ASX Limited ABN 98 008 624 691, or the securities market which it operates, as the context requires.

2.4

“ASX Listing Rules” means the official listing rules, market rules and operating rules of the ASX.

2.5

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AMAERO INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Amaero Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

RECITALS

A.

Indemnitee’s service to the Company substantially benefits the Company.

B.

Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C.

Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

D.

In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.

E.

This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.

The parties therefore agree as follows:

1.

Definitions.

(a)

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​

Exhibit 10.39

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

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ASSIGNMENT AND EXCLUSIVE LICENSE AGREEMENT

** (Amylin Target)**

This Assignment and Exclusive License Agreement (Amylin Target) (together with all Exhibits attached hereto, this “Agreement”) is made effective as of August 27, 2026 (the “Effective Date”), by and between iBio, Inc., a corporation organized under the laws of the State of Delaware, located at 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121 (“iBio”), and AstralBio, Inc., a corporation organized under the laws of Delaware, located at 867 Boylston Street, 5th Floor #1833, Boston, Massachusetts 02116 (“AstralBio”).  iBio and AstralBio are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”  Capitalized terms used in this Agreement have the meanings assigned to them in Article 1 below or where otherwise defined in this Agreement.

RECITALS

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FOURTH AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

DATED FEBRUARY 4, 2005 FOR

THOMAS L. EBERHART

THIS FOURTH AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Thomas L. Eberhart (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on February 4, 2005 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is Seventy-Nine Thousand Dollars ($79,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

The remaining provisions of the Agreement shall remain unchanged and unaffected by this Amendment.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Fourth Amendment as indicated below:

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THIRD AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 7, 2009 FOR THOMAS C. GRAVER JR.

THIS THIRD AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Thomas C. Graver Jr. (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on August 7, 2009 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is One Hundred Seventeen Thousand Dollars ($117,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

The remaining provisions of the Agreement shall remain unchanged and unaffected by this Amendment.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Third Amendment as of the date indicated above.

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THIRD AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 7, 2009 FOR JEFFREY J. KAPSAR

THIS THIRD AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Jeffrey J. Kapsar (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on August 7, 2009 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is One Hundred Fifty-Seven Thousand Dollars ($157,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

The remaining provisions of the Agreement shall remain unchanged and unaffected by this Amendment.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Third Amendment as of the date indicated above.

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CENTRAL PENN BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 28 , 2026 FOR J. TODD TROXELL

This Supplemental Executive Retirement Agreement (the “Agreement”), by and between Central Penn Bank & Trust (the “Employer”) and J. Todd Troxell (the “Executive”), made this _28_ day of August 2026, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment and to provide the Executive with additional incentive to achieve corporate objectives;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member of select group of management or highly compensated employee of the Employer;

NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

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