Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings ascribed to them below. Any capitalized term used but not defined in this Section 1.1 shall have the meaning given to it elsewhere in this Agreement. (a) "Accrued Obligations" means, as of the Date of Termination: (i) earned but unpaid Base Salary through the Date of Termination; (ii) accrued but unused vacation or paid

ARTICLE 2 — EMPLOYMENT AND TERM

Section 2.1 — Employment The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon and subject to the terms and conditions set forth in this Agreement. Executive's employment hereunder shall be subject to Executive's satisfactory completion of any background checks, reference verifications, and regulatory screenings required by the Company's policies and applicable

Section 2.2 — Start Date Executive's employment hereunder shall commence on the Start Date. The anticipated Start Date is Executive shall use commercially reasonable efforts to ensure that his transition from Marlowe Asset Management Digital Holdings, Inc. is completed on or before the Start Date, including by providing timely notice of resignation in accordance with the terms of his existing employment arrangements.

Section 2.3 — Initial Term The initial term of Executive's employment under this Agreement (the "Initial Term") shall commence on the Start Date and shall continue through unless earlier terminated in accordance with Article 6 or Article 7 of this Agreement. The Initial Term represents a period of five (5) years from the Start Date.

Section 2.4 — Renewal Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. The term of this Agreement, as it may be extended by any Renewal Term(s),

Section 2.5 — At-Will Acknowledgment Notwithstanding the fixed Term established by this Article 2, Executive's employment hereunder is "at will" and may be terminated by either Party at any time, for any reason or for no reason, subject to the applicable provisions of Article 6 (Termination of Employment) and Article 7 (Change in Control). Nothing in this Agreement shall be construed as conferring upon Executive any

ARTICLE 3 — POSITION, DUTIES, AND REPORTING

Section 3.1 — Title and Position Executive shall serve as Chief Executive Officer of Northgate Telecommunications PLC (the "Group CEO") and as the most senior executive officer of the Executive shall hold such other titles and positions with the Parent, the Company, and their Affiliates as shall be reasonably determined by the Board from time to time, consistent with Executive's status as the most senior executive of

Section 3.2 — Reporting Executive shall report directly and exclusively to the Board. As of the date of this Agreement, the Chair of the Board is Dame Philippa Thornton-Hale. No other officer, director, or employee of the Company, the Parent, or any of their Affiliates shall have supervisory authority over Executive. The Board shall not interpose any additional executive or management position between Executive and t

Section 3.3 — Duties Executive shall have overall responsibility for the management, direction, and strategic leadership of the business and affairs of the Parent and its subsidiaries on a global basis. Without limiting the generality of the foregoing, Executive shall: (a) develop and implement the strategic vision, plans, and objectives of the Parent and its subsidiaries; (b) oversee the day-to-day operations of the

Section 3.4 — Principal Place of Employment Executive's principal place of employment shall be the Company's offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022. The Company shall make available to Executive a private office and such secretarial, administrative, and support resources as are commensurate with Executive's position and duties. In connection with his responsibilities as Group CEO of the Paren

Section 3.5 — UK Service Agreement Executive acknowledges and agrees that, in connection with his appointment as Group CEO of the Parent and his UK-based duties and Board membership, he will be asked to enter into a separate service agreement with the Parent (the "UK Service Agreement"), to be governed by the laws of England and Wales. The terms of the UK Service Agreement shall be negotiated in good faith between Ex

Section 4.1 — Initial Base Salary The Company shall pay Executive an initial base salary at the annual rate of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Company's standard payroll practices as in effect from time to time, but in no event less frequently than semi-monthly. The Base Salary shall be subject to app

Section 4.2 — Annual Review The Remuneration Committee shall review Executive's Base Salary at least annually, with the first such review to be conducted no later than twelve (12) months following the Start Date. The Remuneration Committee Executive's Base Salary shall not be decreased below One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) per annum without Executive's prior written consent; Any increase

ARTICLE 5 — INCENTIVE COMPENSATION, EQUITY AWARDS, AND BENEFITS

Section 5.1 — Annual Incentive (Bonus) (a) Target Annual Incentive. For each fiscal year during the Term, Executive shall be eligible to receive an annual performance-based incentive bonus (the "Annual Incentive") with a target award opportunity equal to one hundred seventy-five percent (175%) of Executive's then-current Base Salary (the "Target Annual Incentive"). Based on the initial Base Salary of $1,750,000, the

Section 5.2 — Sign-On Cash Bonus (Make-Whole) (a) Amount and Payment. In consideration of Executive's decision to leave his current position at Marlowe Asset Management Digital Holdings, Inc. and to partially compensate Executive for compensation that Executive will forfeit in connection with his departure from Marlowe Asset Management Digital Holdings, Inc., the Company shall pay Executive a one-time sign-on cash bo

Section 5.3 — Sign-On Equity Grant (Make-Whole)

Section 5.3(a) — Sign-On RSU Grant. On or promptly following the Start Date (and in no event later than thirty (30) days following the Start Date), the Company shall cause the Parent to grant to Executive restricted stock units (the "Sign-On RSUs") with an aggregate grant-date fair market value of Twelve Million Dollars ($12,000,000), determined based on the closing price of the Parent's ordinary shares on the London

Section 5.3(b) — Sign-On PSU Grant. On or promptly following the Start Date (and in no event later than thirty (30) days following the Start Date), the Company shall cause the Parent to grant to Executive performance share units (the "Sign-On PSUs") with an aggregate grant-date target fair market value of Six Million Four Hundred Thousand Dollars ($6,400,000), determined based on the closing price of the Parent's ord

Section 5.3(c) — Total Sign-On Equity. The total aggregate grant-date target value of the sign-on equity awards described in Sections 5.3(a) and 5.3(b) is Eighteen Million Four Hundred Thousand Dollars ($18,400,000), comprised of $12,000,000 in Sign-On RSUs and $6,400,000 in Sign-On PSUs. For reference purposes, based on the closing price of NTP ADRs of $15.87 per ADR as of June 4, 2024, the total sign-on equity repr

Section 5.4 — Annual Long-Term Incentive (LTI) Awards (a) Annual LTI Target. For each fiscal year during the Term, beginning with the fiscal year that includes the Start Date, Executive shall be eligible to receive annual long-term incentive awards (the "Annual LTI Awards") with an aggregate target grant-date fair market value of Nine Million Dollars ($9,000,000) per year. (b) Award Mix. The Annual LTI Awards shall b

Section 5.5 — Equity Plan and Award Agreements (a) Governing Documents. All equity awards granted to Executive under this Agreement shall be governed by the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan and individual award agreements entered into between Executive and the Parent in connection with each grant. Each such award agreement shall be consistent with the applicable terms of this Agreement, in

Section 5.6 — Clawback All incentive compensation and equity awards (including, without limitation, the Annual Incentive, Sign-On Cash Bonus, Sign-On RSUs, Sign-On PSUs, and Annual LTI Awards) granted or paid to Executive pursuant to this Agreement shall be subject to any clawback, recoupment, or forfeiture policy of the Parent as in effect from time to time, including without limitation any such policy adopted or am

Section 5.7 — Retirement and Savings Benefits

Section 5.7(a) — 401(k) Plan. Executive shall be eligible to participate in the Company's tax-qualified defined contribution retirement plan (the "401(k) Plan") on the same terms and conditions as are generally available to other similarly situated employees of the Company, subject to the eligibility requirements and limitations of such plan. The Company shall provide an employer matching contribution to the 401(k) P

Section 5.7(b) — Supplemental Executive Retirement Plan (SERP). In addition to the 401(k) Plan, the Company shall make an annual supplemental executive retirement contribution of Two Hundred Fifty Thousand Dollars ($250,000) per year on behalf of Executive to a nonqualified deferred compensation arrangement designated by the Company (the "SERP"). The first SERP contribution shall be made with respect to the first ful

Section 5.8 — Employee Benefits During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements maintained by the Company or the Parent for the benefit of senior executives of the Company generally, including without limitation medical, dental, vision, health savings account, flexible spending account, life insurance, accidental death and dismemberment insurance,

Section 5.9 — Perquisites During the Term, Executive shall be entitled to the following perquisites and benefits, in addition to those described elsewhere in this Article 5: (a) Car Allowance. An annual car allowance of Twenty-Five Thousand Dollars ($25,000), payable in equal installments in accordance with the Company's standard payroll practices. (b) Executive Health Program. The Company shall provide Executive wit

Section 5.10 — Business Expenses The Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his duties hereunder, in accordance with the Company's expense reimbursement policies as in effect from time to time. Without limiting the foregoing, Executive shall be entitled to (i) business-class air travel for domestic flights and business-class air

Section 5.11 — Vacation and Paid Time Off Executive shall be entitled to no fewer than five (5) weeks (twenty-five (25) business days) of paid vacation per calendar year, in addition to all Company-observed holidays. Vacation shall be taken at such times as are reasonably consistent with Executive's duties and responsibilities and the needs of the business. Accrual, carry-over, and forfeiture of unused vacation days

ARTICLE 6 — TERMINATION OF EMPLOYMENT (NON-CHANGE IN CONTROL)

Section 6.1 — Termination by the Company for Cause (a) The Company may terminate Executive's employment for Cause at any time, upon written notice to Executive specifying in reasonable detail the grounds for such termination, subject to the notice and cure provisions set forth in the definition of "Cause" in Section 1.1(f) of this Agreement. The effective Date of Termination shall be the date specified in the Company

Section 6.2 — Termination Due to Death (a) Executive's employment shall terminate automatically upon Executive's death. The Date of Termination in such case shall be the date of Executive's death. (b) Compensation upon Death. In the event of Executive's death, Executive's estate, designated beneficiaries, or eligible dependents (as applicable) shall be entitled to receive the following: (i) The Accrued Obligations; (

Section 6.3 — Termination Due to Disability (a) The Company may terminate Executive's employment upon the determination that Executive has incurred a Disability, upon written notice to Executive. The Date of Termination in such case shall be the date specified in the Company's notice of termination, which shall be no earlier than the date of the Disability determination. (b) Compensation upon Disability. In the event

Section 6.4 — Termination by the Company Without Cause or by Executive for Good Reason (Non-CIC) If Executive's employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, and such termination does not occur during the CIC Protection Period (as defined in Section 7.2), Executive shall be entitled to receive the following compensation and benefits, sub

Section 6.5 — Voluntary Resignation Without Good Reason (a) Executive may resign his employment voluntarily without Good Reason at any time upon not less than days' prior written notice to the Board (the "Resignation Notice Period"). The Board may, in its discretion, waive all or any portion of the Resignation Notice Period or place Executive on Garden Leave during such period in accordance with Section 9.6. (b) Comp

Section 6.6 — Non-Renewal (a) Non-Renewal by the Company. If the Company provides notice of non-renewal of this Agreement in accordance with Section 2.4, and such non-renewal is not accompanied by or attributable to a termination for Cause or Disability, the non-renewal and resulting termination of Executive's employment upon the expiration of the then-current Term shall be treated as a termination by the Company wit

Section 6.7 — Release Requirement (a) Payment of any cash severance, pro-rata bonus, equity acceleration, COBRA continuation benefits, outplacement services, or other termination benefits under Section 6.4 (or Section 7.3) that are conditioned upon Executive's termination of employment shall be contingent upon Executive's execution and non-revocation of a general release of claims in substantially the form attached h