Browse EX-10 agreements

PERFORMANCE SHARE AGREEMENT UNDER THE RARE EARTHS AMERICAS, INC. 2026 EQUITY INCENTIVE PLAN

Pursuant to Rare Earths Americas, Inc.’s (the “Company”) 2026 Equity Incentive Plan (the “Plan”), the Company made the following award of performance share units to you (the “PSUs”). The grant is subject to and governed by the Plan generally, and all capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

Notice of Performance Share Award

Participant ______________________________

Grant Date _____________________________

Target Number of PSUs (“Target PSUs”): ______________

Pursuant to the terms and conditions set forth below, you may earn between 0% - 100% of the Target PSUs based on the price of the Company’s shares during the Performance Period. Except as set forth below under “Special Vesting Events,” you must be in Continuous Service (as defined below) from the Grant Date through the vesting of the PSUs in order to earn any PSUs during such Performance Period.

Performance Period = 3 years from Grant Date

Tranche-Based Vesting and Performance Goals

The PSUs are divided into separate tranches. Each tranche will independently vest if the Company’s stock price achieves the specified 20-Day VWAP (Volume-Weighted Average Price) hurdle for that tranche at any time during the Performance Period.

To earn the PSUs in a given tranche, the 20-Day VWAP must equal or exceed the corresponding Stock Price Hurdle for twenty (20) consecutive trading days.

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Rare Earths Americas, Inc.

Executive Severance and Change in Control Plan

ARTICLE I - PURPOSE

This Executive Severance and Change in Control Plan has been established by Rare Earths Americas, Inc. (the “Company”) on August 12, 2026 (the "Effective Date") to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employment. The purpose of the Plan is to attract and retain qualified executives. The Plan is intended to be a top hat welfare benefit plan under ERISA.

Capitalized terms used but not otherwise defined herein have the meanings set forth in ARTICLE II.

ARTICLE II - DEFINITIONS

"ACA" has the meaning set forth in Section 4.01(c).

"Administrator" means the Compensation Committee.

"Applicable Severance Multiplier" means the multiplier contained in a Participant's Participation Agreement that is used to determine the amount of severance the Participant may receive if a Qualifying Termination occurs as set out in Article IV hereof.

"Benefit Continuation" has the meaning set forth in Section 4.01(c).

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THIRD AMENDMENT TO OPTION AND PROJECT EVALUATION AGREEMENT

THIS THIRD AMENDMENT TO THE OPTION AND PROJECT EVALUATION AGREEMENT (the "Third Amendment") is entered into effective July 31, 2026 (the "Amendment Effective Date"), by and among Foothills Rare Earths, LLC, a North Carolina limited liability company ("FRE US"), Foothills Rare Earths Limited, an Australian limited liability company ("FRE"), Southeast Metals LLC, a Virginia limited liability company ("SEM"), Robert B. Cook, James E. Bond, Richard B. Gilliam, and H. Ross Arnold (each a "Member" and collectively, the "Members"). The parties to this Agreement are each referred to as a "Party" and collective the "Parties".

WITNESSETH:

WHEREAS, the Parties entered into that certain Option and Project Evaluation Agreement (the "Option") effective as of December 11, 2020; and

WHEREAS, the Parties entered into that First Amendment to the Option and Project Evaluation Agreement (the "First Amendment") effective as of December 11, 2023; and

WHEREAS, the Parties entered into that Second Amendment to the Option and Project Evaluation Agreement (the "Second Amendment") effective as of July 17, 2025; and

WHEREAS, the Parties desire to change the terms of the Option, as amended, to grant an option to acquire and assume the Weyerhaeuser Mining Lease between Weyerhaeuser Company and Southeast Metals LLC dated effective October 1, 2020 (“Property Agreement”) as listed in Exhibit B of the Option instead of the option to acquire 100% of the ownership interests of SEM; and

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NEUROPACE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY APPROVED BY THE BOARD OF DIRECTORS ON

March 24, 2021

Revised November 18, 2022

Revised October 30, 2024

Revised May 28, 2026

Each member of the Board of Directors (the “Board”) of NeuroPace, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.

The Director Compensation Policy may be amended at any time at the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

Commencing at the beginning of the f irst calendar quarter following the closing of the initial public offering (the “IPO”) of the Company’s common stock (the “Common Stock”), each Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment.

1.Annual Board Service Retainer:

(a)All Eligible Directors: $45,000

(b)Chairperson of the Board: $35,000

1.Annual Committee Chair Service Retainer:

a.Chairperson of the Audit Committee: $20,000

b.Chairperson of the Compensation Committee: $15,000

c.Chairperson of the Nominating and Corporate Governance Committee: $10,000

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FOURTH AMENDMENT TO

LOAN AGREEMENT

This FOURTH AMENDMENT TO LOAN AGREEMENT (the “4th Amendment”) is made on August 10, 2026, by and among Hour Loop, Inc. (the “Borrower”), Sam Lai, and Sau Kuen Yu (together as “Lenders”). Borrower and Lenders shall collectively be known herein as the “Parties”.

WHEREAS, the Parties have entered into a Loan Agreement, dated as of September 16, 2021 (the “Agreement”), pursuant to which the Lenders have agreed to grant to the Borrower a loan (the “Loan”) of estimated amount to be $4,038,208; and

** **

WHEREAS, the principal amount is then determined to be $4,170,418. The accrued and unpaid interest amount is $120,002.92 (the “Interest Payable”) as of December 31, 2022; and

** **

WHEREAS, the Parties have entered into an AMENDMENT TO LOAN AGREEMENT, dated as of December 28, 2022 (the “Amendment”) with agreed tenor of 2 year, pursuant to which the principal amount, $4,170,418, should be payable as of December 31, 2024; and

WHEREAS, the principal repayment is then determined to be $1,000,000 and the accrued and unpaid interest amount is $229,372.99 as of December 31, 2024, in which the Lenders agreed the deposits from the Borrower could be settled before January 31, 2025 subject to the Borrower’s normal cash reserve as Amendment states; and

** **

WHEREAS, the Parties have entered into a SECOND AMENDMENT TO LOAN AGREEMENT, dated as of December 24, 2024 (the “2nd Amendment”) with agreed tenor of 1 year, pursuant to which the principal amount, $3,170,418, should be payable as of December 31, 2025; and

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Exhibit 10.14

May 7, 2026

Peter Minan

Sent via email

Dear Pete:

On behalf of Enviri II Corporation (“Enviri”), I wish to confirm your position of Executive Vice President and Chief Financial Officer at an annual salary of $650,000 (Six Hundred Fifty Thousand Dollars), effective upon the date the sale of Clean Earth and formal spin-off of Enviri occurs.

Effective in the 2026 plan year, you will be eligible for supplemental compensation annually as a participant in the Company’s Annual Incentive Plan (“AIP”). Based on the achievement of Enviri’s overall objectives the target award available to you will be 80% of your base earnings for the Plan Year. Any award for the 2026 Plan Year will be prorated to reflect your actual time in this assignment during the current year. The AIP Plan design and payout criteria are reviewed periodically, are subject to change and are at the sole discretion of the Enviri Board of Directors.

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Exhibit 10.13

May 8, 2026

Russell Hochman

Sent via email

Dear Russell:

On behalf of Enviri II Corporation (“Enviri”), I wish to confirm your position of Chief Executive Officer at an annual salary of $750,000 (Seven Hundred Fifty Thousand Dollars), effective upon the date the sale of Clean Earth and formal spin-off of Enviri occurs.

Effective in the 2026 plan year, you will be eligible for supplemental compensation annually as a participant in the Company’s Annual Incentive Plan (“AIP”). Based on the achievement of Enviri’s overall objectives the target award available to you will be 100% of your base earnings for the Plan Year. Any award for the 2026 Plan Year will be prorated to reflect your actual time in this assignment during the current year. The AIP Plan design and payout criteria are reviewed periodically, are subject to change and are at the sole discretion of the Enviri Board of Directors.

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ENVIRI CORPORATION

DEFERRED STOCK UNITS AGREEMENT

(NON-EMPLOYEE DIRECTOR FORM – DEFERRED ANNUAL)

This DEFERRED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of Deferred Stock Units. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company grants to the Participant, as of the Date of Grant, [NUMBER] Deferred Stock Units (“DSUs”).

3.    Restrictions on Transfer of DSUs. Neither the DSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Participant pursuant to Section 5, other than by will or pursuant to the laws of descent and distribution.

4.    Vesting of DSUs.

(a)    The DSUs covered by this Agreement shall vest in full and become nonforfeitable and payable to the Participant pursuant to Section 5if the Participant remains in Continuous Service through the first anniversary of the Date of Grant (the “Vesting Date”). Any DSUs that do not become nonforfeitable on the Vesting Date will be forfeited, including if the Participant’s Continuous Service ceases prior to the Vesting Date.

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ENVIRI CORPORATION

DEFERRED STOCK UNITS AGREEMENT

(NON-EMPLOYEE DIRECTOR FORM – DEFERRED CASH)

This DEFERRED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of Deferred Stock Units. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company grants to the Participant, as of the Date of Grant, [NUMBER] Deferred Stock Units (“DSUs”).

3.    Restrictions on Transfer of DSUs. Neither the DSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Participant pursuant to Section 5, other than by will or pursuant to the laws of descent and distribution.

4.    Vesting of DSUs.

(a)    The DSUs covered by this Agreement shall vest and become nonforfeitable and payable to the Participant pursuant to Section 5if the Participant remains in Continuous Service through the following vesting dates (each, a “Vesting Date”).

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ENVIRI CORPORATION

RESTRICTED STOCK UNITS AGREEMENT

(NON-EMPLOYEE DIRECTOR FORM – STANDARD ANNUAL)

This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of RSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company grants to the Participant, as of the Date of Grant, [NUMBER] Restricted Stock Units (“RSUs”).

3.    Restrictions on Transfer of RSUs. Neither the RSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Participant pursuant to Section 5hereof, other than by will or pursuant to the laws of descent and distribution.

4.    Vesting of RSUs.

(a)    The RSUs covered by this Agreement shall vest and become nonforfeitable and payable to the Participant pursuant to Section 5if the Participant remains in Continuous Service through the first anniversary of the Date of Grant (the “Vesting Date”). Any RSUs that do not become nonforfeitable on a Vesting Date will be forfeited if the Participant’s Continuous Service ceases prior to the Vesting Date.

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ENVIRI CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT

(FORM - FOUNDER GRANT)

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of PSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement, including, without limitation, Exhibit Aattached hereto and subject to any state-specific modifications set forth on Exhibit A-1attached hereto (the “Restrictive Covenants Agreement”), any additional terms and conditions for the Participant’s country (Participants outside the United States only) set forth in the attached Exhibit Bwhich forms part of this Agreement, and in the Plan, the Company grants to the Participant, as of the Date of Grant, a target number of [NUMBER] performance-based Restricted Stock Units (“PSUs”). Notwithstanding anything in this Section 2or otherwise in this Agreement to the contrary, the Participant acknowledges and agrees to be bound by the restrictive covenant terms, conditions and provisions in the Restrictive Covenants Agreement as a “Participant” as referred to therein.

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ENVIRI CORPORATION

RESTRICTED STOCK UNITS AGREEMENT

(FORM - TIME-BASED VESTING)

This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of RSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement, including, without limitation, Exhibit Aattached hereto and subject to any state-specific modifications set forth on Exhibit A-1attached hereto (the “Restrictive Covenants Agreement”) and in the Plan, the Company grants to the Participant, as of the Date of Grant, [NUMBER] Restricted Stock Units (“RSUs”). Each RSU shall represent the right of the Participant to receive one share of Common Stock subject to and upon the terms and conditions of this Agreement. Notwithstanding anything in this Section 2or otherwise in this Agreement to the contrary, the Participant acknowledges and agrees to be bound by the restrictive covenant terms, conditions and provisions in the Restrictive Covenants Agreement as a “Participant” as referred to therein.

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