Contract analysis

Section 1: Parties 1.1 Employer The employer under the primary US employment agreement shall be Northgate Telecommunications US, Inc., a Delaware corporation and wholly-owned subsidiary of Northgate Telecommunications PLC, a public limited company incorporated in England and Wales under registered number 07381264. US Headquarters: 600 Lexington Avenue, 38th Floor, New York, NY 10022 UK Headquarters: 45 Canary Wharf T

Section 2: Position and Duties 2.1 Title Executive shall serve as Chief Executive Officer of Northgate Telecommunications PLC and as President and Chief Executive Officer of Northgate Telecommunications US, Inc. Executive shall hold both titles concurrently throughout the term of employment. The definitive agreement will provide that Executive may also be appointed to serve as an officer or director of one or more su

Section 3: Term 3.1 Initial Term The initial term of employment shall be five (5) years, commencing on [October 1, 2024] [November 1, 2024 — to accommodate Executive's transition from Marlowe Asset Management Digital Holdings, Inc.] (the "Start Date") and continuing through [September 30, 2029] [October 31, 2029], unless earlier terminated in accordance with the provisions set forth in Sections 7 and 8 of this term s

Section 4: Compensation 4.1 Base Salary Executive shall receive an annual base salary of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), payable in accordance with Northgate's standard payroll practices for senior executives (currently bi-weekly). Executive's base salary shall be subject to annual review by the Remuneration Committee of the Board (the "Remuneration Committee"), currently chaired by Geo

Section 5: Sign-On / Make-Whole Awards 5.1 Sign-On Cash Bonus Executive shall receive a sign-on cash bonus in the amount of Five Million Dollars ($5,000,000), payable in a single lump sum within thirty (30) calendar days following the Start Date, subject to the following conditions: (a) Clawback. If Executive voluntarily resigns his employment with the Company without Good Reason (as defined in Section 7.4) within tw

Section 6: Benefits and Perquisites 6.1 Retirement Benefits Executive shall be eligible to participate in the following retirement benefit programs: (a) 401(k) Plan. Executive shall participate in the Northgate US 401(k) Retirement Savings Plan on the same terms and conditions as other senior executives, including the Company's employer matching contribution of six percent (6%) of eligible compensation, subject to ap

Section 7: Termination Provisions (Non-Change in Control) 7.1 Termination by the Company Without Cause / by Executive for Good Reason In the event that Executive's employment is terminated by the Company without Cause (as defined in Section 7.2) or by Executive for Good Reason (as defined in Section 7.4), and such termination does not occur within twenty-four (24) months following a Change in Control (in which case S

Section 8: Change in Control Provisions — UNRESOLVED 8.1 Definition of "Change in Control" For purposes of this term sheet, a "Change in Control" shall mean the occurrence of any of the following events: (a) Acquisition of Voting Securities. The acquisition by any person, entity, or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of beneficial ownership of more than fifty percent

Section 9: Restrictive Covenants — UNRESOLVED 9.1 Non-Competition — UNRESOLVED Executive acknowledges that, in the course of his employment with Northgate, he will have access to confidential information, trade secrets, customer relationships, and other proprietary assets of the Company, and that the Company has a legitimate interest in protecting such assets through reasonable post-employment restrictions. The parti

Section 10: Section 409A Compliance All payments and benefits provided under the definitive employment agreement shall be structured in compliance with, or exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance issued thereunder ("Section 409A"). The definitive agreement shall include the following provisions related to Section 4

Section 11: Clawback 11.1 Dodd-Frank Clawback Policy All incentive compensation paid to Executive, including annual bonus payments, RSU awards, PSU awards, and any other incentive-based compensation, shall be subject to the Northgate Telecommunications PLC Incentive Compensation Clawback Policy, as adopted in compliance with Section 10D of the Securities Exchange Act of 1934 and the rules of the New York Stock Exchan

Section 12: Indemnification and D&O Insurance This section cross-references and supplements the provisions set forth in Section 6.3 above. (a) Indemnification A