Contract analysis

1. Parties Employer: Northgate Telecommunications US, Inc. ("NTP US"), a corporation organized and existing under the laws of the State of Delaware and a wholly-owned subsidiary of Northgate Telecommunications PLC ("NTP" or the "Company"), a public limited company incorporated in England and Wales under registered number 07381264. NTP's principal office in the United Kingdom is located at 45 Canary Wharf Tower, One C

2. Position and Duties Title: The Executive shall serve as Chief Executive Officer of Northgate Telecommunications PLC and President of Northgate Telecommunications US, Inc. The Executive shall hold both titles concurrently for the duration of his employment, and neither title shall be modified, diminished, or removed without the Executive's prior written consent. Reporting: The Executive shall report directly and ex

3. Term Commencement Date: October 1, 2024 (the "Commencement Date"), subject to the satisfactory completion of transition arrangements with the Executive's current employer, Marlowe Asset Management Digital Holdings, Inc. The parties acknowledge that the Executive is subject to certain notice and transition obligations under his existing employment arrangements with Marlowe Asset Management, and the Company agrees t

4. Base Salary Annual Base Salary: The Executive shall receive an annual base salary of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Employer'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 all applicable tax withho

5. Annual Incentive Compensation (Bonus) Target Annual Bonus: The Executive shall be eligible to earn an annual incentive bonus (the "Annual Bonus") with a target of one hundred seventy-five percent (175%) of Base Salary, equal to Three Million Sixty-Two Thousand Five Hundred Dollars ($3,062,500) at the current Base Salary level (the "Target Annual Bonus"). Maximum Annual Bonus: The maximum Annual Bonus payable to th

6. Sign-On Compensation (Make-Whole) The following sign-on compensation is intended to serve as a partial make-whole for the compensation and equity awards that the Executive will forfeit upon his departure from Marlowe Asset Management Digital Holdings, Inc. The Executive's estimated unvested equity forfeiture at Marlowe Asset Management is approximately Twenty-Three Million Four Hundred Thousand Dollars ($23,400,00

7. Annual Long-Term Incentive Awards Annual LTI Target: Commencing with the fiscal year beginning on the Commencement Date, the Executive shall be eligible to receive annual long-term incentive equity awards (the "Annual LTI Awards") with a target aggregate grant date fair value of Nine Million Dollars ($9,000,000) per year. Mix: Each Annual LTI Award shall be allocated as follows: • Sixty percent (60%) Performance S

8. Benefits and Perquisites 8(a). Retirement Benefits 401(k) Plan: The Executive shall be eligible to participate in the Northgate Telecommunications US, Inc. 401(k) Savings and Retirement Plan (or any successor thereto), subject to the terms and conditions of such plan as in effect from time to time. The Employer shall provide an employer matching contribution equal to six percent (6%) of the Executive's eligible co

9. Termination Provisions — Without Cause / Good Reason (Non-Change in Control) The following provisions shall apply in the event the Executive's employment is terminated by the Employer without Cause (as defined in Section 12(a) below) or by the Executive for Good Reason (as defined in Section 12(b) below), in each case other than during the twenty-four (24)-month period following a Change in Control (which is addre

10. Change in Control Provisions 10(a). Definition of "Change in Control" Employer's Position: For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events: (i) Acquisition of Voting Securities. The acquisition, directly or indirectly, by any "person" or "group" (as those terms are used in Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of 1934, as a

11. Restrictive Covenants 11(a). Non-Competition. Employer's Revised Position [REVISED FROM v1]: During the Executive's employment and for a period of eighteen (18) months following the termination of the Executive's employment for any reason (the "Non-Compete Period"), the Executive shall not, directly or indirectly, engage in, be employed by, consult for, render services to, or hold a material ownership interest (o

12. Definitions — Good Reason and Cause 12(a). Termination for "Cause" For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following: (i) The Executive's willful and material breach of any material provision of this Agreement, the UK Service Agreement, or any other written agreement between the Executive and the Company or its affiliates, which breach remains uncured for a period of thirty