Contract analysis

Section 1: Position and Duties 1.1 Title. The Executive shall serve as Chief Executive Officer of Northgate Telecommunications PLC and each of its direct and indirect subsidiaries, including, without limitation, Northgate Telecommunications US, Inc. The Executive shall have such duties, responsibilities, and authority as are customary for the chief executive officer of a publicly listed multinational telecommunicatio

Section 2: Term 2.1 Effective Date. The Executive's employment shall commence on October 1, 2024 (the "Effective Date"), subject to the satisfaction or waiver of any conditions precedent set forth in the Definitive Agreement and subject to the Executive's orderly transition from his current employer, Marlowe Asset Management Digital Holdings, Inc. ("Marlowe Asset Management"). The parties acknowledge that the propose

Section 3: Dual Employment Structure 3.1 Primary Employment Relationship. The Executive's primary employment relationship shall be with Northgate Telecommunications US, Inc. under a New York-governed employment agreement (the Definitive Agreement). NTP US shall be the Executive's employer of record for US federal, state, and local tax purposes and for purposes of US benefit plan participation. 3.2 Secondary UK Servic

Section 4: Base Salary 4.1 Amount. The Executive's annual base salary shall be One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) per annum (the "Base Salary"). 4.2 Payment. The Base Salary shall be payable in accordance with NTP US's standard executive payroll practices, which currently provide for semi-monthly payments, less applicable withholdings and deductions required by law. 4.3 Annual Review. The B

Section 5: Annual Incentive Compensation (Bonus) 5.1 Target Annual Incentive. The Executive shall be eligible to receive an annual cash incentive bonus with respect to each fiscal year during the Employment Term (the "Annual Incentive"). The target Annual Incentive shall be one hundred seventy-five percent (175%) of the Executive's Base Salary, which, based on the initial Base Salary set forth in Section 4.1, equals

Section 6: Sign-On Compensation (Make-Whole) The compensation set forth in this Section 6 is intended to provide the Executive with partial make-whole compensation in recognition of the unvested equity awards and other compensation that the Executive will forfeit in connection with his separation from Marlowe Asset Management Digital Holdings, Inc. The Executive has represented that his estimated forfeiture of unvest

Section 7: Long-Term Incentive Compensation (Annual) 7.1 Annual LTI Target. During each year of the Employment Term, the Executive shall be eligible to receive annual long-term incentive ("LTI") equity awards with a target aggregate grant-date fair market value of Nine Million Dollars ($9,000,000) per year (the "Annual LTI Target"). The actual grant-date value of each annual LTI award shall be determined by the Remun

Section 8: Total Target Annual Compensation (Summary) The following table summarizes the Executive's total target annual compensation (exclusive of sign-on compensation, benefits, and perquisites): Note: The amounts set forth above represent target levels and do not reflect the maximum amounts payable under the Annual Incentive or the potential range of PSU payouts. The table excludes sign-on compensation (Section 6)

Section 9: Benefits 9.1 Retirement 401(k) Plan. The Executive shall be eligible to participate in the NTP US 401(k) retirement savings plan on the same terms and conditions as are generally available to NTP US employees, subject to applicable plan terms and IRS annual contribution limits. NTP US shall make an employer matching contribution equal to six percent (6%) of the Executive's eligible compensation contributed

Section 10: Perquisites 10.1 Automobile Allowance. The Executive shall receive an annual automobile allowance of Twenty-Five Thousand Dollars ($25,000), payable in equal monthly installments. 10.2 Financial and Tax Planning. NTP US shall reimburse the Executive for reasonable expenses incurred for personal financial planning and tax advisory services in an amount not to exceed Thirty-Five Thousand Dollars ($35,000) p

Section 11: Termination Provisions — Without Cause or for Good Reason (Non-Change in Control) In the event the Executive's employment is terminated by the Employer without Cause (as defined in the Definitive Agreement) or the Executive resigns for Good Reason (as defined in the Definitive Agreement), in each case outside of the Change in Control Period (as defined in Section 12), the Executive shall be entitled to th

Section 12: Termination Provisions — Change in Control 12.1 Definition of "Change in Control" For purposes of this term sheet, a "Change in Control" shall be defined in the Definitive Agreement to include the following events: (a) Acquisition of Voting Securities. The acquisition by any person, entity, or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) o

Section 13: Termination — Other Scenarios 13.1 Termination for Cause In the event the Executive's employment is terminated by the Employer for Cause, the Executive shall not be entitled to any severance payments, pro-rata bonus, or equity acceleration. All unvested equity awards shall be forfeited as of the date of termination. "Cause" shall be defined in the Definitive Agreement and shall include customary grounds s

Section 14: Restrictive Covenants 14.1 Non-Competition Duration. For a period of twenty-four (24) months following the termination of the Executive's employment for any reason (the "Restricted Period"), the Executive shall be subject to non-competition restrictions. Geographic Scope. The non-competition restrictions shall apply on a worldwide basis, reflecting the global nature of Northgate's telecommunications busin

Section 15: Garden Leave 15.1 Employer's Right to Impose Garden Leave. During any notice period prior to the termination of the Executive's employment (whether notice is given by the Employer or the Executive), the Employer shall have the right to place the Executive on "garden leave" for a period of up to six (6) months. During any period of garden leave, the Executive shall remain an employee of the Employer but sh

Section 16: Section 409A Compliance 16.1 General. All payments and benefits provided under the Definitive Agreement shall be designed and administered in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance promulgated thereunder ("Section 409A"). The Definitive Agreement shall include provisions necessary or appropriate to ensure compliance wi

Section 17: Clawback 17.1 General Clawback Policy. All incentive compensation (whether in cash or equity) paid or granted to the Executive during the Employment Term shall be subject to any clawback, recoupment, or forfeiture policy adopted by Northgate from time to time, including without limitation (i) any policy required by the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), the NYSE,

Section 18: Governing Law and Dispute Resolution 18.1 Governing Law — Primary Agreement. The Definitive Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction. 18.2 Governing Law — UK Service Agreement. The UK Service Agreement des

Section 19: Cooperation and Transition 19.1 Transition from Current Employer. The Executive shall cooperate in good faith with Northgate to ensure an orderly and professional transition from his current position at Marlowe Asset Management Digital Holdings, Inc. The Executive shall provide such notice to Marlowe Asset Management as may be required under the Executive's existing employment agreement with Marlowe Asset

Section 20: Miscellaneous 20.1 Entire Agreement. The Definitive Agreement shall constitute the entire agreement between the parties with respect to the subject matter thereof, and shall supersede all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral, with respect to such subject matter. 20.2 Amendment and Waiver. The Definitive Agreement may not be amended,