Browse EX-10 agreements

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Exhibit 10.3b

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CALERES, INC.

RESTRICTED STOCK AWARD AGREEMENT - Director

INCENTIVE AND STOCK COMPENSATION PLAN OF 2026

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Caleres, Inc., a New York corporation (the “Company”), grants to the participant identified below an award of Restricted Stock (referred to herein as “Restricted Stock” or “Restricted Shares”), which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2026 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (as of May 28, 2026), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the “Restricted Stock Award”), as follows:

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Participant:

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Award** Grant **Date:

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Number of Restricted** **Shares:

Shares of Caleres,Inc. CommonStock, subject to certainrestrictions

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Vesting** **Date:

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Exhibit 10.2

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RESTRICTED STOCK AWARD AGREEMENT - Employee

CALERES, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2026

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Caleres, Inc., a New York corporation (the “Company”), grants to the participant an award of Restricted Stock (referred to herein as “Restricted Stock” or “Restricted Shares”), which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2026 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 28, 2026), including restrictions applicable to the Restricted Shares, all of which constitute part of this Restricted Stock Award Agreement (this “Agreemenet”).

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Your detailed award information can be found on the last page of this document.

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Your Restricted Stock Award is governed by the terms of the Plan which can be found in the document library of EquiTrax.

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ACCEPTANCE AND ACKNOWLEDGEMENT

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SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (the “Agreement”) is effective as of August 25, 2026 (“Effective Date”) by and between Daniel L. Karpel (“Employee”) and Caleres, Inc., a New York corporation (“Caleres” and, together with its subsidiaries, the “Company”).

WHEREAS, Caleres is engaged, directly and indirectly through its subsidiaries, in the sourcing and retail and wholesale sale of footwear in the United States and throughout the world;

WHEREAS, Employee is employed by Caleres or a wholly-owned subsidiary of Caleres in an executive capacity, possesses intimate knowledge of the business and affairs of the Company, and has acquired, and will continue to acquire, certain confidential, proprietary and trade secret information and data with respect to the Company;

WHEREAS, Caleres desires to insure, insofar as possible, that the Company will continue to have the benefit of Employee’s services and to protect the confidential information and goodwill of the Company; and

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BROADCOM INC.

SEVERANCE BENEFIT AGREEMENT

This Severance Benefit Agreement (the “Agreement”) is made and entered into by and between Amie Thuener (“Executive”) and Broadcom Inc., a Delaware corporation (the “Company”), and is effective as of June 12, 2026 (the “Effective Date”).

R E C I T A L S

A.    The Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) recognizes that the possibility of an acquisition of the Company or an involuntary termination can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Compensation Committee has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such an event.

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NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $22,222.22		Issue Date: April 20, 2026

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

REPLACEMENT EXCHANGE NOTE-REPLACEMENT OF A NOTE ORIGINALLY ISSUED ON MAY 8, 2024, IN THE AMOUNT OF $25,000

Re-issue date May 11, 2026

PROMISSORY NOTE

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NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

**Principal Amount: $16,666.67 **		**Issue Date: April 10, 2026 **

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is entered into as of _____01/07/2026_____________by and between SUNBELT RENTALS HOLDINGS, INC., a Delaware corporation (“SRHI”), and Lynne Fuller-Andrews (“Employee”) (collectively, the “Parties”), effective as of the date upon which SRHI’s common stock is listed (or approved for listing) on the New York Stock Exchange (the “Effective Date”).

WHEREAS, Employee is currently employed by Sunbelt Rentals, Inc.;

WHEREAS, as of the Effective Date, Sunbelt Rentals, Inc. shall be a wholly-owned subsidiary of SRHI (SRHI, Sunbelt Rentals, Inc., and any other affiliate or subsidiary of SRHI collectively, “Sunbelt”);

WHEREAS, Employee and Sunbelt Rentals, Inc. entered into an employment agreement effective May 13, 2024, as amended from time to time (the “Prior Agreement”);

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THE EXECUTIVE NONQUALIFIED EXCESS PLAN

OF

SUNBELT RENTALS, INC.

ARTICLE I

ESTABLISHMENT AND PURPOSE

Sunbelt Rentals, Inc. (the “Company”) previously established The Executive Nonqualified Excess Plan of Sunbelt Rentals, Inc. (the “Plan”), and hereby amends and restates the Plan effective January 1, 2026. The terms of this Plan, as amended, are intended to apply only to deferrals with respect to compensation earned after January 1, 2026, and the terms of the Plan in effect prior to January 1, 2026, shall continue to apply to any deferrals with respect to compensation earned before January 1, 2026. The Plan is a deferred compensation plan for a select group of management and highly compensated employees of the Company who contribute materially to the continued growth, development and future business success of the Company. Except as otherwise indicated, capitalized terms shall have the meaning provided in Article XII below.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (hereinafter referred to as “this Agreement”) is entered into by and between **Global Interactive Technologies, Inc. **(hereinafter referred to as “Party A”) and **Kim Gahee **(hereinafter referred to as “Party B”) with respect to the sale and purchase of all issued and outstanding shares of **AST Co., Ltd. **(hereinafter referred to as the “Target Company”).

Article 1 [Purpose]

The purpose of this Agreement is to set forth the terms and conditions regarding the transfer of 100% of the issued and outstanding shares of the Target Company held by Party B to Party A, and the acquisition thereof by Party A, including the share purchase price, existing liabilities, shareholder loans, GITS stock warrants, and other related rights and obligations.

Article 2 [Subject Shares of Purchase and Sale]

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RESTRICTED STOCK UNIT GRANT NOTICE
[Time-Based]

Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of time-based Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (this “Grant Notice”), in the Restricted Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Participant: [*]

Date of Grant: [*]

Vesting Commencement Date: [*]

Number of Restricted Stock Units: [*]

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July 29, 2026

Matthew J. Cushing

mattcushing01@gmail.com

Re: Offer Letter

Dear Matthew:

I am pleased to confirm the terms of our offer to you of employment with Skillsoft Corp. (“Skillsoft” or the “Company”), in the role of Chief Legal Officer, effective as of August 3, 2026 (the “Start Date”). This is a full-time, exempt position with the Company, reporting to me. This offer letter (the “Agreement”) memorializes the specific terms and conditions regarding our offer to you of employment with the Company. Unless specified otherwise, capitalized terms not defined herein shall have the respective meanings ascribed to them in Annex I, which is incorporated herein by reference.

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