1022-00004 · Northgate Telecommunications PLC · Draft Agreement

employment-agreement-draft-1-hl-redline.docx DOCUMENT Labor & Employment

16 / 75 ← → ✕

Contract analysis Extract to table

PRIVILEGED & CONFIDENTIAL — DRAFT — FOR NEGOTIATION PURPOSES ONLY

EXECUTIVE EMPLOYMENT AGREEMENT

Dated as of July 22, 2024

by and between

NORTHGATE TELECOMMUNICATIONS US, INC. a Delaware corporation

and

MARCUS ELLIOT HARDING

Draft 1

Prepared by Calderwood & Harkness LLP, 299 Park Avenue, 42nd Floor, New York, NY 10171. Matter No. 1022-00004.

PRIVILEGED & CONFIDENTIAL — DRAFT — FOR NEGOTIATION PURPOSES ONLY

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this "Agreement") is entered into as of July 22, 2024, by and between Northgate Telecommunications US, Inc., a Delaware corporation (the "Company" or "Employer"), a wholly-owned subsidiary of Northgate Telecommunications PLC, a public limited company incorporated in England and Wales (registered number 07381264) (the "Parent"), with its registered office at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom, and Marcus Elliot Harding, an individual residing at 14 Gramercy Park South, Apt. 12A, New York, NY 10003 (the "Executive").

Right-click to update Table of Contents

RECITALS

WHEREAS, Parent is a public limited company organized under the laws of England and Wales, listed on the London Stock Exchange under the ticker symbol "NTP" and cross-listed on the New York Stock Exchange through American Depositary Receipts under the ticker symbol "NTPC," with its registered office at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom;

WHEREAS, the Company is a Delaware corporation and wholly-owned subsidiary of Parent, with principal offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022, through which Parent conducts its United States operations, including the management of the Group's North American telecommunications network, enterprise SaaS platform business, and related commercial activities;

WHEREAS, Parent and the Company desire to employ Executive as Chief Executive Officer of Parent and its subsidiaries (collectively, the "Group"), and Executive desires to accept such employment, on the terms and conditions set forth herein;

WHEREAS, Executive is currently employed as President and Chief Operating Officer of Marlowe Asset Management Digital Holdings, Inc. ("Prior Employer"), and will resign from such position and forfeit certain unvested equity compensation in connection with accepting employment hereunder;

WHEREAS, the Board of Directors of Parent (the "Board"), acting through its Remuneration Committee (the "Remuneration Committee"), chaired by Geoffrey Stanton, has approved the compensation and benefits set forth herein, subject to the execution of definitive agreements;

WHEREAS, Executive's employment hereunder will be subject to a companion service agreement between Executive and Parent with respect to Executive's UK-based duties (the "UK Service Agreement"), to be governed by the laws of England and Wales, which will address, among other things, Executive's obligations as a director of Parent and his regulatory compliance obligations under the Financial Conduct Authority's Senior Managers & Certification Regime;

WHEREAS, the parties intend for this Agreement to constitute the primary employment agreement governing Executive's service as Group CEO, with the UK Service Agreement serving as a supplementary arrangement addressing Executive's duties and obligations specific to his UK-based service; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not defined herein shall have the meanings ascribed to them elsewhere in this Agreement or, where applicable, in the Equity Plan.

"Accrued Obligations" means, as of any date of determination, the sum of (i) Executive's earned but unpaid Base Salary through the date of termination of employment, (ii) any accrued but unused vacation or paid time off as of the date of termination, payable in accordance with the Company's policies, (iii) any unreimbursed business expenses properly incurred by Executive prior to the date of termination in accordance with Section 5(d) and Company policy, and (iv) any vested benefits to which Executive is entitled under the terms of any employee benefit plan, program, or arrangement of the Company or any Affiliate in which Executive participates, payable in accordance with the terms of such plan, program, or arrangement.

"ADR" means an American Depositary Receipt, each of which represents one (1) Ordinary Share of Parent, listed and traded on the New York Stock Exchange under the ticker symbol "NTPC."

"Affiliate" means, with respect to any specified person or entity, any other person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, Parent or the Company. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.

"Base Amount" has the meaning ascribed to such term in Section 280G(b)(3) of the Code, and generally means Executive's average annualized includible compensation (as reported on IRS Form W-2 or equivalent) for the five (5) most recent taxable years ending before the date on which a Change in Control occurs (or such shorter period during which Executive was employed by the Company, Parent, or any Affiliate or predecessor thereof).

"Board" means the Board of Directors of Northgate Telecommunications PLC.

"Cause" means the occurrence of any one or more of the following events, (i) a material breach by Executive of this Agreement, the UK Service Agreement, or any other material written agreement between Executive and any member of the Group; (ii) Executive's conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof, or any crime involving fraud, dishonesty, or moral turpitude under the laws of any jurisdiction; (iii) Executive's willful misconduct or gross negligence in the performance of his duties hereunder that is materially injurious to the Group; (iv) Executive's commission of fraud, embezzlement, misappropriation of funds, or any act of material dishonesty in connection with his employment; Executive's failure to cooperate in good faith with any investigation by a governmental authority or regulatory body having jurisdiction over the Group's business. With respect to clauses (i), the Company shall provide Executive with written notice specifying in reasonable detail the acts or omissions constituting Cause, and Executive shall have a period of calendar days following receipt of such notice to cure such acts or omissions (to the extent that the same are capable of cure). If Executive fails to cure within such period, the termination for Cause shall be effective upon the expiration of such cure period. For the avoidance of doubt, no cure period shall be required with respect to clauses (ii),

"Change in Control" has the meaning set forth in Section 7(a) of this Agreement.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and any successor statute thereto.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. Any reference to a specific provision of the Code shall be deemed to include any regulations or other guidance promulgated thereunder.

"Disability" means Executive's inability, due to physical or mental illness, injury, or incapacity, to perform the essential functions of his position (with or without reasonable accommodation) for a period of one hundred eighty (180) consecutive calendar days, or for an aggregate of two hundred seventy (270) calendar days in any three hundred sixty-five (365)-day period, as certified by a

"Effective Date" means October 1, 2024.

"Equity Plan" means the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan, as amended and in effect from time to time, or any successor plan thereto.

"Excise Tax" means the excise tax imposed by Section 4999 of the Code (or any successor provision) on any payment or benefit that constitutes an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code.

"Good Reason" means the occurrence of any one or more of the following events without Executive's prior written consent: (i) a material diminution in Executive's title, authority, duties, or reporting relationships, including a requirement that Executive report to any person or body other than the Board; (ii) a reduction in Executive's Base Salary or Target Annual Bonus percentage below the levels set forth in Sections 4(a) and 4(b), respectively; (iii) a material reduction in Executive's aggregate benefits (including equity compensation target levels during the Initial Term), taken as a whole, from the levels provided under this Agreement; (iv) a relocation of Executive's principal office to a location more than miles from 600 Lexington Avenue, New York, New York 10022; a material breach of this Agreement by the Company or Parent. Notwithstanding the foregoing, Executive may not resign for Good Reason unless: (A) Executive provides written notice to the Company specifying in reasonable detail the condition constituting Good Reason within thirty (30) calendar days after Executive first becomes aware of such condition; (B) the Company fails to cure such condition within thirty (30) calendar days after its receipt of such notice (the "Cure Period"); and (C) Executive resigns from employment within calendar days after the expiration of the Cure Period.

"Group" means Parent and all of its subsidiaries (whether direct or indirect), including the Company.

"Initial Term" means the period commencing on the Effective Date and ending on September 30, 2029, unless earlier terminated in accordance with the provisions of this Agreement.

"LTI Award" means the annual long-term incentive equity awards to be granted to Executive under the Equity Plan as contemplated by Section 4(e) of this Agreement.

"Ordinary Shares" means the ordinary shares of Parent, par value £0.10 per share, listed and traded on the London Stock Exchange under the ticker symbol "NTP."

"Parent" means Northgate Telecommunications PLC, a public limited company incorporated in England and Wales (registered number 07381264).

"Parachute Payment" has the meaning ascribed to such term in Section 280G(b)(2) of the Code.

"Performance Stock Units" or "PSUs" means performance-vesting restricted stock units granted under the Equity Plan, which vest based upon the achievement of specified performance goals over a designated performance period, as set forth in the applicable award agreement.

"Qualifying Termination" means a termination of Executive's employment by the Company without Cause or a resignation by Executive for Good Reason.

"Remuneration Committee" means the remuneration committee of the Board, as constituted from time to time.

"Renewal Term" means each successive one (1)-year period following the expiration of the Initial Term during which this Agreement is renewed in accordance with Section 2(b).

"Restricted Stock Units" or "RSUs" means time-vesting restricted stock units granted under the Equity Plan, which vest based upon Executive's continued service over a designated vesting period, as set forth in the applicable award agreement.

"Section 409A" means Section 409A of the Code and all applicable Treasury Regulations and other official guidance promulgated thereunder.

"Separation from Service" has the meaning ascribed to such term in Section 409A, taking into account all applicable default rules and elections.

"Term" means the Initial Term and any Renewal Term(s), as applicable.

"Territory" means as used in Section 9 of this Agreement.

SECTION 2: TERM OF EMPLOYMENT

(a) Initial Term. The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, for a period commencing on the Effective Date (October 1, 2024) and ending on September 30, 2029 (the "Initial Term"), unless Executive's employment is earlier terminated in accordance with the provisions of Sections 6 or 7 of this Agreement. Executive's employment prior to the Effective Date (if any) shall not be governed by this Agreement.

(b) Renewal. Upon 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 not less than days prior to the expiration of the then-current Term. In the event that the Company provides notice of non-renewal (other than in circumstances where the Company would be entitled to terminate Executive's employment for Cause or on account of Disability), such non-renewal shall be treated as a termination of Executive's employment by the Company without Cause for all purposes of Section 6 of this Agreement, and Executive shall be entitled to the payments and benefits set forth in Section 6(d). For the avoidance of doubt, a notice of non-renewal by Executive shall be treated as a voluntary resignation without Good Reason for purposes of Section 6(e).

(c) At-Will Clarification. Notwithstanding anything in this Section 2 to the contrary, and notwithstanding the existence of the Initial Term or any Renewal Term, Executive's employment with the Company is "at will," meaning that either Executive or the Company may terminate Executive's employment at any time and for any reason (or for no reason), subject to the provisions of Sections 6 and 7 governing the consequences of such termination, including Executive's entitlement (or non-entitlement) to severance payments and benefits. Nothing in this Agreement shall be construed as creating a guaranteed right to employment for the full duration of the Initial Term or any Renewal Term.

SECTION 3: POSITION, DUTIES, AND RESPONSIBILITIES

(a) Title and Reporting. The Company hereby employs Executive, and Executive hereby agrees to serve, as Chief Executive Officer of the Group. In such capacity, Executive shall report directly and exclusively to the Board of Directors of Parent. Executive shall also serve as a member of the Board and shall be included in the slate of nominees recommended by the Board for election at each annual general meeting of Parent's shareholders occurring during the Term. If Executive ceases to serve as Chief Executive Officer of the Group for any reason, Executive shall, upon the Company's request, tender his resignation from the Board, subject to Section 6(g).

(b) Duties. Executive shall have general management authority and responsibility for the business and affairs of the Group, subject to the oversight and direction of the Board. Without limiting the generality of the foregoing, Executive shall be responsible for setting strategic direction, overseeing the Group's global operations, managing the Group's senior leadership team, representing the Group before investors, regulators, and other external stakeholders, and performing such other duties and responsibilities as are customary for the chief executive officer of a publicly listed multinational telecommunications company of the Group's size and complexity.

Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful discharge of his duties and responsibilities hereunder. Executive's principal office shall be located at the Company's United States Operations Headquarters at 600 Lexington Avenue, 38th Floor, New York, New York 10022, or at such other location within fifty (50) miles thereof as may be designated by the Board from time to time with Executive's prior written consent.

Executive shall be expected to allocate his working time between the United States and the United Kingdom, with approximately eighty percent (80%) of Executive's working time to be spent in the United States and approximately twenty percent (20%) to be spent in the United Kingdom, based at Parent's headquarters at 45 Canary Wharf Tower, One Canada Square, London E14 5AB. The foregoing allocation is an approximation and may vary from time to time based on business needs, Board meetings, and other factors, provided that Executive's principal place of employment shall at all times be New York, New York. Executive's UK-based duties, including his service as a director of Parent and his compliance obligations under the Financial Conduct Authority's Senior Managers & Certification Regime, shall be governed by the companion UK Service Agreement, which shall be executed concurrently with or promptly following the execution of this Agreement.

(i) serve on the boards of directors of up to publicly traded companies that are not Competitors (as such term is used in Section 9(a)) of the Group, provided that Executive obtains the prior written approval of the Board (acting through the Remuneration Committee or such other committee designated by the Board) before accepting any such board seat;

(ii) engage in charitable, civic, educational, and industry association activities, including serving on the boards of directors of charitable or nonprofit organizations; and

(iii) manage Executive's personal investments, including investments in real estate, passive investment vehicles, and private companies;

provided, in each case, that such activities do not, individually or in the aggregate, materially interfere with Executive's performance of his duties hereunder or create an actual or apparent conflict of interest with the business of the Group. Executive shall promptly disclose to the Board any outside activities that could reasonably be expected to give rise to a conflict of interest.

(d) Prior Employer Obligations. Executive represents and warrants to the Company that, as of the Effective Date, he will have fully complied with all of his obligations to Marlowe Asset Management Digital Holdings, Inc. (his "Prior Employer"), including any applicable notice periods, return-of-property requirements, and restrictive covenant obligations. Executive acknowledges that he is currently subject to a twelve (12)-month post-termination non-competition agreement with Marlowe Asset Management Digital Holdings, Inc. covering the United States, and represents and warrants that his commencement of employment with the Company on the Effective Date will not violate such restriction, either because (A) such restriction will have expired prior to the Effective Date, (B) such restriction will have been waived in writing by Prior Employer prior to the Effective Date, or (C) the nature of Executive's duties hereunder does not fall within the scope of such restriction. Executive agrees to provide the Company with written evidence of the expiration or waiver of such restriction (or a legal opinion from Executive's counsel confirming clause (C)) prior to the Effective Date. The Company acknowledges that it has reviewed, with the assistance of its counsel, a copy of Executive's restrictive covenant agreement with Prior Employer.

SECTION 4: COMPENSATION

(a) Base Salary. During the Term, the Company shall pay Executive 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 Company's standard payroll practices for senior executives, but in no event less frequently than semi-monthly. Executive's Base Salary shall be subject to annual review by the Remuneration Committee. The Remuneration Committee may increase (but shall not decrease) Executive's Base Salary from time to time in its discretion. Any increase in Base Salary shall become the new "Base Salary" for all purposes of this Agreement. Any reduction in Executive's Base Salary below One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (or, if greater, the then-current Base Salary) without Executive's prior written consent shall constitute "Good Reason" for purposes of this Agreement.

(b) Annual Incentive Bonus. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual incentive bonus (the "Annual Bonus") as follows:

(i) Target. Executive's target Annual Bonus opportunity shall be one hundred seventy-five percent (175%) of Base Salary (the "Target Annual Bonus"), which, based on the initial Base Salary, equals Three Million Sixty-Two Thousand Five Hundred Dollars ($3,062,500).

(ii) Maximum. Executive's maximum Annual Bonus opportunity shall be three hundred percent (300%) of Base Salary, which, based on the initial Base Salary, equals Five Million Two Hundred Fifty Thousand Dollars ($5,250,000).

(iii) Performance Metrics. The performance metrics, targets, and weightings applicable to each Annual Bonus shall be established by the Remuneration Committee within ninety (90) days following the commencement of each fiscal year of the Company. Such metrics may include, without limitation, revenue growth, adjusted EBITDA, free cash flow, subscriber metrics, customer satisfaction scores, and such other financial and non-financial measures as the Remuneration Committee deems appropriate. The Remuneration Committee shall consult with Executive regarding the establishment of such metrics, but the final determination shall rest with the Remuneration Committee in its sole discretion.

(iv) First-Year Bonus Guarantee. Executive's Annual Bonus for the fiscal year ending in 2025 ("FY2025") shall be prorated from the Effective Date to the end of such fiscal year and shall be guaranteed at not less than the Target Annual Bonus (as prorated). For the avoidance of doubt, Executive shall receive no less than the prorated Target Annual Bonus for FY2025 regardless of actual performance achievement.

(v) Payment. Each Annual Bonus shall be determined by the Remuneration Committee following the end of the applicable fiscal year and shall be paid within two and one-half (2½) months following the end of such fiscal year, subject to Executive's continued employment through the payment date, except as otherwise provided in Sections 6 and 7 of this Agreement.

(c) Sign-On Cash Bonus (Make-Whole). Within thirty (30) calendar days following the Effective Date, the Company shall pay to Executive a one-time lump-sum cash sign-on bonus in the amount of Five Million Dollars ($5,000,000) (the "Sign-On Cash Bonus"). The Sign-On Cash Bonus is intended to offset, in part, the forfeiture of unvested equity compensation that Executive will incur in connection with his resignation from his Prior Employer (estimated forfeited Marlowe Asset Management equity: approximately $23,400,000). The combined make-whole value of the Sign-On Cash Bonus and the sign-on equity awards described in Section 4(d) equals $5,000,000 plus $18,400,000, or $23,400,000 in the aggregate. The Sign-On Cash Bonus shall be subject to repayment (clawback) in full if Executive voluntarily resigns from employment without Good Reason within months following the Effective Date. In the event that such repayment obligation is triggered, Executive shall repay the full gross amount of the Sign-On Cash Bonus to the Company within thirty (30) days following the date of such resignation. The Company may, at its election, offset any amounts owed to Executive against the repayment obligation to the extent permitted by applicable law.

(d) Sign-On Equity Awards (Make-Whole). As promptly as practicable following the Effective Date (and in no event later than thirty (30) days following the Effective Date), the Company shall cause Parent to grant to Executive the following equity awards under the Equity Plan:

(i) Sign-On RSU Grant. Restricted Stock Units with an aggregate grant-date fair value of Twelve Million Dollars ($12,000,000) (the "Sign-On RSUs"). The Sign-On RSUs shall vest in subject to Executive's continued employment through each applicable vesting date (except as otherwise provided in Sections 6 and 7). The Sign-On RSUs shall be settled in in accordance with the terms of the applicable award agreement, which shall be substantially in the form attached hereto as Exhibit B.

(ii) Sign-On PSU Grant. Performance Stock Units with an aggregate grant-date fair value of Six Million Four Hundred Thousand Dollars ($6,400,000) (the "Sign-On PSUs"). The Sign-On PSUs shall cliff vest at the end of a three (3)-year performance period commencing on the Effective Date and ending on September 30, 2027. The number of Sign-On PSUs that vest shall be determined by the Remuneration Committee based on the achievement of performance hurdles to be established by the Remuneration Committee, which shall include relative total shareholder return ("TSR") measured against a peer group of comparable telecommunications companies approved by the Remuneration Committee, and revenue growth targets for the Group. The payout range for the Sign-On PSUs shall be to two hundred percent (200%) of the target number of units, based on the level of achievement of the applicable performance hurdles. The Sign-On PSUs shall be settled in in accordance with the terms of the applicable award agreement, which shall be substantially in the form attached hereto as Exhibit C.

The aggregate grant-date fair value of the sign-on equity awards described in this Section 4(d) is Eighteen Million Four Hundred Thousand Dollars ($18,400,000) (consisting of $12,000,000 in Sign-On RSUs and $6,400,000 in Sign-On PSUs). As of the Effective Date, the Equity Plan has approximately 14,200,000 Ordinary Shares remaining available for issuance. The sign-on equity awards, together with the first-year LTI Awards described in Section 4(e) (with an aggregate target value of approximately $27,400,000), will require the issuance of approximately 1,726,529 Ordinary Shares (based on a per-share price of $15.87 per ADR as of June 4, 2024), representing approximately 0.25% of the approximately 699,000,000 Ordinary Shares outstanding as of such date.

(e) Annual Long-Term Incentive Awards. For each fiscal year of the Company during the Term, commencing with the fiscal year in which the Effective Date occurs, Executive shall be eligible to receive annual long-term incentive equity awards (each, an "LTI Award") under the Equity Plan with an aggregate target grant-date fair value of not less than per year (the "Target LTI Value"). Each LTI Award shall be comprised of the following mix:

(i) PSU Component. Performance Stock Units with a target grant-date fair value equal to sixty percent (60%) of the Target LTI Value subject to cliff vesting at the end of a three (3)-year performance period. Performance hurdles for each PSU component shall include relative TSR and financial metric hurdles, as determined by the Remuneration Committee.

(ii) RSU Component. Restricted Stock Units with a grant-date fair value equal to forty percent (40%) of the Target LTI Value subject to ratable annual vesting over three (3) years from the date of grant.

The first annual LTI Award shall be granted as promptly as practicable following the Effective Date. During the Initial Term, the Target LTI Value shall not be reduced below without Executive's prior written consent. The Target LTI Value shall be subject to annual review by the Remuneration Committee, which may increase the Target LTI Value in its discretion. All LTI Awards shall be granted under the Equity Plan and subject to the terms of the Equity Plan and the applicable individual award agreements, which shall be substantially in the forms attached hereto as Exhibit D.

SECTION 5: EMPLOYEE BENEFITS AND PERQUISITES

(a) Retirement Benefits.

(i) 401(k) Plan. During the Term, Executive shall be eligible to participate in the Northgate Telecommunications US, Inc. 401(k) Savings Plan (the "401(k) Plan") on the same terms and conditions as are generally available to senior executives of the Company. The Company shall make an employer matching contribution to Executive's 401(k) Plan account equal to six percent (6%) of Executive's eligible compensation contributed to the plan, subject to the annual limitations on compensation and contributions imposed by Sections 401(a)(17), 402(g), and 415 of the Code, as adjusted from time to time.

(ii) Supplemental Executive Retirement Plan. In addition to the 401(k) Plan, the Company shall make an annual supplemental retirement contribution of (the "SERP Contribution") on behalf of Executive to an unfunded, non-qualified deferred compensation arrangement to be established by the Company for Executive's benefit (the "SERP"). The SERP shall be designed and administered in a manner that complies with Section 409A. The SERP Contribution shall be credited to Executive's SERP account as of the last day of each fiscal year during the Term (or on a prorated basis for any partial year of service), and shall be subject to a vesting schedule and distribution provisions to be set forth in a separate SERP participation agreement.

(b) Health and Welfare Benefits. During the Term, Executive shall be eligible to participate in all health, dental, vision, life insurance, accidental death and dismemberment, short-term disability, long-term disability, and other health and welfare benefit plans, programs, and arrangements that the Company maintains from time to time for the benefit of its senior executives, on terms no less favorable than those provided to other senior executives of the Company. In addition, the Company shall provide Executive with supplemental life insurance coverage providing a death benefit of not less than Two Million Dollars ($2,000,000), with all premiums for such supplemental coverage paid by the Company. Executive shall also be entitled to participate in the Company's executive health and wellness program, including annual comprehensive physical examinations and related preventive care services.

(i) Car Allowance. An annual car allowance of payable in equal monthly installments.

(ii) Financial, Tax, and Estate Planning. Reimbursement of expenses incurred by Executive for personal financial planning, tax preparation, and estate planning services, in an aggregate amount not to exceed per fiscal year.

(iii) Relocation Assistance. To the extent Executive requires relocation in connection with the commencement of employment hereunder, the Company shall provide reasonable relocation assistance, the terms and scope of which shall be mutually agreed upon by the Company and Executive.

(d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket business expenses incurred by Executive in the performance of his duties hereunder, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Such reimbursement shall be made within a reasonable time following Executive's submission of appropriate documentation, and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, in compliance with Section 409A.

(e) Vacation and Paid Time Off. During the Term, Executive shall be entitled to annual paid time off in accordance with the Company's executive paid time off policy as in effect from time to time, provided that Executive shall be entitled to not less than weeks of paid time off per fiscal year. Unused paid time off shall be subject to the Company's policies regarding accrual, carryover, and forfeiture.

(f) Indemnification and D&O Insurance.

(i) Indemnification. The Company and Parent shall indemnify and hold harmless Executive, to the fullest extent permitted by applicable law (including under the Delaware General Corporation Law with respect to the Company, and under the laws of England and Wales with respect to Parent), against all costs, charges, losses, expenses, liabilities, and damages (including reasonable attorneys' fees) incurred by Executive in connection with any threatened, pending, or completed action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of or relating to Executive's service as an officer, director, or employee of the Company, Parent, or any other member of the Group. The Company's and Parent's indemnification obligations shall include, without limitation, the advancement of expenses (including reasonable attorneys' fees) incurred by Executive in connection with any such action, suit, proceeding, or investigation, subject to Executive's undertaking to repay such amounts if it is ultimately determined that Executive is not entitled to indemnification.

(ii) D&O Insurance. The Company and Parent shall maintain directors' and officers' liability insurance ("D&O Insurance") covering Executive during the Term and for a period of not less than years following the termination of Executive's employment (regardless of the reason for such termination), with coverage limits no less than those in effect as of the Effective Date. As of the date of this Agreement, the Company's and Parent's D&O Insurance is carried with Ashdown Surety & Insurance Co., Policy No. ASI-D&O-NTP-2024-4471, with limits of Fifty Million Dollars ($50,000,000) per occurrence and One Hundred Million Dollars ($100,000,000) in the aggregate. The Company shall not reduce the coverage limits or of such D&O Insurance in a manner that would materially and adversely affect Executive's coverage without Executive's prior written consent.

(iii) Indemnification Agreement. Concurrently with the execution of this Agreement (or as promptly as practicable thereafter), the Company shall enter into a written indemnification agreement with Executive in form and substance which agreement shall provide for indemnification and advancement of expenses on terms no less favorable than those set forth in this Section 5(f).

(g) Tax Equalization. The Company shall provide Executive with tax equalization with respect to any income of Executive arising from or attributable to Executive's performance of duties in the United Kingdom , such that Executive's overall tax burden (including federal, state, and local income taxes in the United States and income taxes, national insurance contributions, and any other similar charges in the United Kingdom ) shall be no greater than the amount Executive would have owed if all of his income were earned exclusively in the United States and subject solely to United States federal, New York State, and New York City income and employment taxes. Tax equalization shall be calculated and administered by a nationally recognized accounting firm or tax advisory firm designated by the Company, at the Company's expense. The Company and Executive acknowledge that the United States-United Kingdom Social Security Totalization Agreement shall apply for social security and national insurance purposes, and the Company shall cooperate with Executive in obtaining any certificates of coverage or other documentation necessary to effectuate such agreement.

SECTION 6: TERMINATION OF EMPLOYMENT (NON-CHANGE IN CONTROL)

This Section 6 sets forth Executive's rights and obligations upon termination of employment in the absence of a Change in Control (or outside the Change in Control protection period described in Section 7(b)). In the event that a Qualifying Termination occurs during the Change in Control protection period described in Section 7(b), Section 7(b) shall govern in lieu of Section 6(d).

(a) Termination by Company for Cause. The Company may terminate Executive's employment for Cause at any time, subject to the notice and cure provisions set forth in the definition of "Cause" in Section 1. Upon termination of Executive's employment for Cause, Executive shall be entitled to receive only the Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy. For the avoidance of doubt, upon a termination for Cause, Executive shall not be entitled to any Annual Bonus (whether for the year of termination or any prior year to the extent not yet paid), any severance payment, any acceleration of vesting of any equity awards, or any other compensation or benefits except as expressly provided in this Section 6(a) or as required by applicable law.

(b) Termination Due to Death. Executive's employment shall terminate automatically upon Executive's death. In the event of Executive's death during the Term, Executive's estate (or designated beneficiaries) shall be entitled to receive the following:

(i) the Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy;

(ii) a pro-rata Annual Bonus for the fiscal year in which Executive's death occurs, based on actual performance for such fiscal year (or, if the fiscal year has not been completed and actual performance is not determinable at the time of payment, based on the Target Annual Bonus), prorated for the portion of such fiscal year during which Executive was employed, payable at the time Annual Bonuses are generally paid to senior executives of the Company;

(iii) months of accelerated vesting of all then-unvested time-based equity awards held by Executive as of the date of death, including RSUs (both annual LTI RSUs and Sign-On RSUs), determined as if Executive had remained employed for an additional months following the date of death, with settlement occurring in accordance with the terms of the applicable award agreements; and

(iv) any other death benefits to which Executive's estate or beneficiaries may be entitled under the Company's employee benefit plans, programs, or arrangements, payable in accordance with the terms of such plans, programs, or arrangements.

(c) Termination Due to Disability. The Company may terminate Executive's employment upon a determination that Executive has incurred a Disability (as defined in Section 1). Upon such termination, Executive shall be entitled to receive the following:

(i) the Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy;

(ii) a pro-rata Annual Bonus for the fiscal year in which Executive's termination occurs, based on actual performance for such fiscal year (or, if the fiscal year has not been completed and actual performance is not determinable at the time of payment, based on the Target Annual Bonus), prorated for the portion of such fiscal year during which Executive was employed, payable at the time Annual Bonuses are generally paid to senior executives of the Company;

(iii) months of accelerated vesting of all then-unvested time-based equity awards held by Executive as of the date of termination, including RSUs (both annual LTI RSUs and Sign-On RSUs), determined as if Executive had remained employed for an additional months following the date of termination, with settlement occurring in accordance with the terms of the applicable award agreements; and

(iv) continued participation in the Company's group health, dental, and vision insurance plans (or, if participation is not permissible, payment of the COBRA premium on Executive's behalf) for a period of months following the date of termination, subject to Executive's timely election of COBRA continuation coverage and Executive's continued eligibility therefor.

(d) Termination by Company Without Cause or Resignation by Executive for Good Reason (Qualifying Termination — Non-CIC). If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason, in either case at a time when Executive is not entitled to receive Change in Control severance under Section 7(b), Executive shall be entitled to receive the following payments and benefits, subject to the conditions set forth in this Section 6(d):

(i) Accrued Obligations. The Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy.

(ii) Cash Severance. A lump-sum cash severance payment equal to the sum of (A) Executive's Base Salary and (B) Executive's Target Annual Bonus, calculated as follows: payable within sixty (60) days following Executive's Separation from Service (subject to the six-month delay provisions of Section 10(c), if applicable).

(iii) Pro-Rata Bonus. A pro-rata Annual Bonus for the fiscal year in which Executive's termination occurs, based on actual performance for such fiscal year (or, if actual performance is not determinable at the time of payment, based on the Target Annual Bonus), prorated for the portion of such fiscal year during which Executive was employed, payable at the time Annual Bonuses are generally paid to senior executives of the Company.

(iv) Equity Acceleration.

(v) Benefits Continuation. Continued participation in the Company's group health, dental, and vision insurance plans (or, if participation is not permissible, payment of the COBRA premium on Executive's behalf) for a period of months following the date of termination, subject to Executive's timely election of COBRA continuation coverage and Executive's continued eligibility therefor.

(vi) Outplacement. Executive outplacement services provided by a firm selected by Executive, at the Company's expense, for a period of up to twelve (12) months following the date of termination, in an aggregate amount not to exceed

Conditions to Severance. The payments and benefits described in Sections 6(d)(ii) through (vi) (collectively, the "Severance Benefits") shall be conditioned upon and subject to each of the following: (A) Executive's execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (the "Release"), and the expiration of the applicable revocation period without Executive's revocation of such Release, in each case within sixty (60) calendar days following Executive's Separation from Service; and (B) Executive's continued compliance in all material respects with the restrictive covenant obligations set forth in Section 9 of this Agreement. In the event that Executive breaches any of the restrictive covenant obligations set forth in Section 9, the Company may, in addition to any other remedies available at law or in equity, cease making any further Severance Benefits payments and recover any Severance Benefits previously paid.

(e) Voluntary Resignation Without Good Reason. Executive may resign from employment at any time without Good Reason by providing the Company with not less than days' prior written notice of such resignation (or such shorter notice period as the Company may agree to in writing). Upon Executive's voluntary resignation without Good Reason, Executive shall be entitled to receive only the Accrued Obligations. Executive shall not be entitled to any Annual Bonus (whether for the year of resignation or any prior year to the extent not yet paid), any severance payment, any acceleration of vesting of any equity awards, or any other compensation or benefits except as expressly provided in this Section 6(e) or as required by applicable law. For the avoidance of doubt, the Sign-On Cash Bonus shall be subject to the repayment (clawback) provisions of Section 4(c) if Executive's voluntary resignation without Good Reason occurs within months following the Effective Date.

(f) Non-Renewal by Company. In the event that the Company provides notice of non-renewal of this Agreement pursuant to Section 2(b), the expiration of the then-current Term following such notice of non-renewal shall be treated as a termination of Executive's employment by the Company without Cause for all purposes of this Section 6, and Executive shall be entitled to the payments and benefits set forth in Section 6(d) (subject to the conditions set forth therein).

(g) Resignation of Board Positions. Upon any termination of Executive's employment for any reason, Executive shall be deemed to have resigned, effective as of the date of such termination (or such later date as the Board may specify), from the Board and from all boards of directors and all officer positions that Executive holds with the Company, Parent, and any Affiliate, unless the Board otherwise requests in writing that Executive continue to serve in one or more such capacities. Executive shall execute such documents and take such actions as may be necessary to effectuate such resignations.

SECTION 7: CHANGE IN CONTROL

(a) Definition of "Change in Control." For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events:

(i) Acquisition of Voting Power. Any "person" or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of securities of Parent representing more than of the combined voting power of the then-outstanding voting securities of Parent entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change in Control under this clause (i): (A) any acquisition directly from Parent, (B) any acquisition by Parent or any Affiliate, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent or any Affiliate, or (D) any acquisition by an underwriter temporarily holding securities pursuant to a bona fide public offering;

(ii) Merger or Consolidation. Consummation of a merger, consolidation, scheme of arrangement, reorganization, or similar business combination (a "Business Combination") involving Parent (or any direct or indirect subsidiary of Parent), unless, immediately following such Business Combination, the individuals and entities who were the beneficial owners of the outstanding voting securities of Parent immediately prior to such Business Combination beneficially own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the entity resulting from such Business Combination (including any entity that, as a result of such transaction, owns Parent or all or substantially all of Parent's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of Parent; or

(iii) Asset Sale. Consummation of a sale, lease, exchange, or other disposition of all or substantially all of the assets of the Group (determined on a consolidated basis), other than a sale, lease, exchange, or disposition to an entity in which, immediately following such transaction, the individuals and entities who were the beneficial owners of the outstanding voting securities of Parent immediately prior to such transaction beneficially own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of such entity in substantially the same proportions as their ownership of the outstanding voting securities of Parent immediately prior to such

(b) Change in Control Severance (Double Trigger). In the event that a Qualifying Termination occurs during the period beginning months prior to a Change in Control and ending twenty-four (24) months following a Change in Control (the "CIC Protection Period"), Executive shall be entitled to receive the following payments and benefits in lieu of (and not in addition to) the payments and benefits described in Section 6(d):

(i) Accrued Obligations. The Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy.

(ii) CIC Cash Severance. A lump-sum cash severance payment equal to the sum of (A) Executive's Base Salary and (B) Executive's Target Annual Bonus, calculated as follows: payable within sixty (60) days following Executive's Separation from Service (subject to the six-month delay provisions of Section 10(c), if applicable).

(iii) Pro-Rata Bonus. A pro-rata Annual Bonus for the fiscal year in which Executive's termination occurs, calculated at the and prorated for the portion of such fiscal year during which Executive was employed, payable within sixty (60) days following Executive's Separation from Service (subject to the six-month delay provisions of Section 10(c), if applicable).

(iv) Full Equity Acceleration. Full and immediate acceleration of vesting of all then-unvested equity awards held by Executive as of the date of termination, including (A) all unvested RSUs (annual LTI RSUs and Sign-On RSUs), (B) all unvested Sign-On PSUs, which shall vest at the and (C) all unvested annual LTI PSUs, which shall vest at the Settlement of all accelerated equity awards shall occur within sixty (60) days following Executive's Separation from Service (or, with respect to awards that constitute Section 409A deferred compensation, at such time as is required to comply with Section 409A).

Double-Trigger Mechanism. For the avoidance of doubt, the payments and benefits described in this Section 7(b) are payable only upon a Qualifying Termination occurring during the CIC Protection Period. A Change in Control alone, without a Qualifying Termination, shall not entitle Executive to any payments or benefits under this Section 7(b). In the event that a Qualifying Termination occurs during the period preceding a Change in Control, such Qualifying Termination shall be treated as having occurred during the CIC Protection Period for purposes of this Section 7(b) only if the termination was at the request of, or in connection with or in anticipation of, the Change in Control.

Conditions to CIC Severance. The payments and benefits described in Sections 7(b)(ii) through (vi) shall be conditioned upon and subject to each of the following: (A) Executive's execution and delivery to the Company of the Release within sixty (60) calendar days following Executive's Separation from Service, and the expiration of the applicable revocation period without Executive's revocation of such Release; and (B) Executive's continued compliance in all material respects with the restrictive covenant obligations set forth in Section 9 of this Agreement.

**(c) Section 280G — **

(ii) Preliminary 280G Analysis. For informational purposes, the parties acknowledge the following preliminary analysis: Executive's estimated "Base Amount" (based on average annual W-2 compensation from Marlowe Asset Management Digital Holdings, Inc. for the calendar years 2019 through 2023) is approximately $7,840,000. The safe harbor limit under Section 280G (three times the Base Amount, minus one dollar) is ($7,840,000 × 3) − $1 = $23,519,999. Under the CIC severance multiplier set forth in Section 7(b), estimated total Parachute Payments (including cash severance, accelerated equity vesting, continued benefits, and other payments contingent upon a Change in Control) could approximate $38,200,000, which would result in excess parachute payments of approximately $30,360,000 and an estimated Excise Tax of approximately $6,072,000 (20% × $30,360,000).

(iii) Determination by Independent Accounting Firm. The determination of shall be made by an independent nationally recognized accounting firm designated by the Company (currently Galloway & Partners, 1 New Street Square, London EC4A 3HQ, United Kingdom; lead audit partner: Clive Warburton) (the "Accounting Firm"), at the Company's sole expense. The Accounting Firm shall provide its determination in writing to both Executive and the Company within fifteen (15) business days following the date on which a Change in Control is consummated (or such earlier date as may be requested by the Company or Executive). The determination of the Accounting Firm shall be final and binding on the parties, absent manifest error.

(d) Definitions Cross-References. For purposes of this Section 7, the terms "Cause," "Good Reason," "Qualifying Termination," and "Accrued Obligations" shall have the meanings set forth in Section 1 or Section 6, as applicable.

SECTION 8: CONFIDENTIALITY AND PROPRIETARY INFORMATION

(a) Confidential Information. Executive acknowledges and agrees that, during the course of his employment with the Company and the Group, he will have access to and will develop, receive, and be entrusted with confidential, proprietary, and trade secret information of the Group that is not generally available to the public (collectively, "Confidential Information"). Confidential Information includes, without limitation, the following categories of information (whether in written, oral, electronic, or any other form): business plans, strategies, and forecasts; financial data, projections, and reports (including non-public financial results); customer and prospective customer lists, identities, and information; supplier and vendor lists, identities, and information; pricing strategies, cost structures, and margin analyses; marketing and sales plans, strategies, and analyses; technology, software code, algorithms, and systems architecture; network architecture, specifications, and engineering data; product roadmaps, development plans, and research data; personnel information, compensation data, and organizational structures; merger, acquisition, and divestiture strategies and targets; legal strategies and litigation information; regulatory submissions and correspondence; and any other non-public information relating to the business, operations, financial condition, or prospects of any member of the Group.

Executive agrees that, during and after his employment with the Company, he shall not, without the prior written consent of the Company, directly or indirectly, use, disclose, publish, or otherwise make available to any third party any Confidential Information, except (i) as required in the faithful discharge of Executive's duties hereunder, (ii) as expressly permitted by this Agreement, or (iii) as required by applicable law, regulation, or legal process (subject to the notice requirements of Section 8(b)). Executive's obligations under this Section 8(a) shall survive the termination of Executive's employment and this Agreement for an indefinite period, except as limited by applicable law.

(b) Exceptions. The restrictions set forth in Section 8(a) shall not apply to information that: (i) is or becomes generally available to the public other than as a result of any unauthorized disclosure by Executive or any person or entity acting on Executive's behalf; (ii) was known to Executive on a non-confidential basis prior to its disclosure by the Company or any member of the Group, as evidenced by Executive's written records; or (iii) is required to be disclosed by applicable law, regulation, subpoena, court order, or other legal process, provided that, to the extent legally permissible, Executive provides the Company with prompt written notice of such requirement prior to making any disclosure so as to enable the Company to seek a protective order or other appropriate remedy, and provided further that Executive discloses only such information as is legally required and cooperates with the Company's efforts to obtain confidential treatment of such information.

Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. § 1833(b), Executive is hereby notified that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order.

(c) Return of Materials. Upon termination of Executive's employment for any reason, or at any time upon the Company's request, Executive shall promptly return to the Company all documents, files, records, materials, equipment, and other property of the Company and the Group in Executive's possession, custody, or control, whether in physical or electronic form, including all copies, summaries, notes, and extracts thereof. Executive shall also permanently delete or destroy all Confidential Information stored on any personal devices, accounts, or storage media, and shall certify in writing to the Company that such deletion or destruction has been completed.

(d) intellectual Property / Work Product. Executive acknowledges and agrees that all inventions, works of authorship, discoveries, developments, improvements, ideas, concepts, designs, processes, methods, formulas, software, data, and other intellectual property (whether or not patentable or copyrightable) conceived, created, developed, or reduced to practice by Executive, alone or jointly with others, during the course of Executive's employment with the Company or any member of the Group, or using the resources, facilities, or Confidential Information of the Group (collectively, "Work Product"), shall be the sole and exclusive property of the Company (or such other member of the Group as the Company may designate). Executive hereby irrevocably assigns to the Company (or its designee) all right, title, and interest in and to all Work Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. Executive agrees to disclose promptly to the Company all Work Product and to execute such documents and take such actions as may be reasonably requested by the Company to perfect, register, and enforce the Company's rights in and to the Work Product, including the filing and prosecution of patent applications, copyright registrations, and trademark applications in any jurisdiction. Executive's obligations under this Section 8(d) shall survive the termination of Executive's employment and this Agreement.

SECTION 9: RESTRICTIVE COVENANTS

(a) Non-Competition. During Executive's employment with the Company and for a period of months following the date of termination of Executive's employment for any reason (the "Restricted Period"), Executive shall not, dire

PRIVILEGED & CONFIDENTIAL — DRAFT — FOR NEGOTIATION PURPOSES ONLY
EXECUTIVE EMPLOYMENT AGREEMENT
Dated as of July 22, 2024
by and between
NORTHGATE TELECOMMUNICATIONS US, INC. a Delaware corporation
and
MARCUS ELLIOT HARDING
Draft 1
Prepared by Calderwood & Harkness LLP, 299 Park Avenue, 42nd Floor, New York, NY 10171. Matter No. 1022-00004.
PRIVILEGED & CONFIDENTIAL — DRAFT — FOR NEGOTIATION PURPOSES ONLY
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this "Agreement") is entered into as of July 22, 2024, by and between Northgate Telecommunications US, Inc., a Delaware corporation (the "Company" or "Employer"), a wholly-owned subsidiary of Northgate Telecommunications PLC, a public limited company incorporated in England and Wales (registered number 07381264) (the "Parent"), with its registered office at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom, and Marcus Elliot Harding, an individual residing at 14 Gramercy Park South, Apt. 12A, New York, NY 10003 (the "Executive").
Right-click to update Table of Contents
RECITALS
WHEREAS, Parent is a public limited company organized under the laws of England and Wales, listed on the London Stock Exchange under the ticker symbol "NTP" and cross-listed on the New York Stock Exchange through American Depositary Receipts under the ticker symbol "NTPC," with its registered office at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom;
WHEREAS, the Company is a Delaware corporation and wholly-owned subsidiary of Parent, with principal offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022, through which Parent conducts its United States operations, including the management of the Group's North American telecommunications network, enterprise SaaS platform business, and related commercial activities;
WHEREAS, Parent and the Company desire to employ Executive as Chief Executive Officer of Parent and its subsidiaries (collectively, the "Group"), and Executive desires to accept such employment, on the terms and conditions set forth herein;
WHEREAS, Executive is currently employed as President and Chief Operating Officer of Marlowe Asset Management Digital Holdings, Inc. ("Prior Employer"), and will resign from such position and forfeit certain unvested equity compensation in connection with accepting employment hereunder; 
WHEREAS, the Board of Directors of Parent (the "Board"), acting through its Remuneration Committee (the "Remuneration Committee"), chaired by Geoffrey Stanton, has approved the compensation and benefits set forth herein, subject to the execution of definitive agreements;
WHEREAS, Executive's employment hereunder will be subject to a companion service agreement between Executive and Parent with respect to Executive's UK-based duties (the "UK Service Agreement"), to be governed by the laws of England and Wales, which will address, among other things, Executive's obligations as a director of Parent and his regulatory compliance obligations under the Financial Conduct Authority's Senior Managers & Certification Regime;
WHEREAS, the parties intend for this Agreement to constitute the primary employment agreement governing Executive's service as Group CEO, with the UK Service Agreement serving as a supplementary arrangement addressing Executive's duties and obligations specific to his UK-based service; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not defined herein shall have the meanings ascribed to them elsewhere in this Agreement or, where applicable, in the Equity Plan.
"Accrued Obligations" means, as of any date of determination, the sum of (i) Executive's earned but unpaid Base Salary through the date of termination of employment, (ii) any accrued but unused vacation or paid time off as of the date of termination, payable in accordance with the Company's policies, (iii) any unreimbursed business expenses properly incurred by Executive prior to the date of termination in accordance with Section 5(d) and Company policy, and (iv) any vested benefits to which Executive is entitled under the terms of any employee benefit plan, program, or arrangement of the Company or any Affiliate in which Executive participates, payable in accordance with the terms of such plan, program, or arrangement.
"ADR" means an American Depositary Receipt, each of which represents one (1) Ordinary Share of Parent, listed and traded on the New York Stock Exchange under the ticker symbol "NTPC."
"Affiliate" means, with respect to any specified person or entity, any other person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, Parent or the Company. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.
"Base Amount" has the meaning ascribed to such term in Section 280G(b)(3) of the Code, and generally means Executive's average annualized includible compensation (as reported on IRS Form W-2 or equivalent) for the five (5) most recent taxable years ending before the date on which a Change in Control occurs (or such shorter period during which Executive was employed by the Company, Parent, or any Affiliate or predecessor thereof).
"Board" means the Board of Directors of Northgate Telecommunications PLC.
"Cause" means the occurrence of any one or more of the following events,  (i) a material breach by Executive of this Agreement, the UK Service Agreement, or any other material written agreement between Executive and any member of the Group; (ii) Executive's conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof, or any crime involving fraud, dishonesty, or moral turpitude under the laws of any jurisdiction; (iii) Executive's willful misconduct or gross negligence in the performance of his duties hereunder that is materially injurious to the Group; (iv) Executive's commission of fraud, embezzlement, misappropriation of funds, or any act of material dishonesty in connection with his employment;   Executive's failure to cooperate in good faith with any investigation by a governmental authority or regulatory body having jurisdiction over the Group's business. With respect to clauses (i),   the Company shall provide Executive with written notice specifying in reasonable detail the acts or omissions constituting Cause, and Executive shall have a period of   calendar days following receipt of such notice to cure such acts or omissions (to the extent that the same are capable of cure). If Executive fails to cure within such   period, the termination for Cause shall be effective upon the expiration of such cure period. For the avoidance of doubt, no cure period shall be required with respect to clauses (ii),  
"Change in Control" has the meaning set forth in Section 7(a) of this Agreement.
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and any successor statute thereto.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. Any reference to a specific provision of the Code shall be deemed to include any regulations or other guidance promulgated thereunder.
"Disability" means Executive's inability, due to physical or mental illness, injury, or incapacity, to perform the essential functions of his position (with or without reasonable accommodation) for a period of one hundred eighty (180) consecutive calendar days, or for an aggregate of two hundred seventy (270) calendar days in any three hundred sixty-five (365)-day period, as certified by a  
"Effective Date" means October 1, 2024.
"Equity Plan" means the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan, as amended and in effect from time to time, or any successor plan thereto.
"Excise Tax" means the excise tax imposed by Section 4999 of the Code (or any successor provision) on any payment or benefit that constitutes an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code.
"Good Reason" means the occurrence of any one or more of the following events without Executive's prior written consent: (i) a material diminution in Executive's title, authority, duties, or reporting relationships, including a requirement that Executive report to any person or body other than the Board; (ii) a reduction in Executive's Base Salary or Target Annual Bonus percentage below the levels set forth in Sections 4(a) and 4(b), respectively; (iii) a material reduction in Executive's aggregate benefits (including equity compensation target levels during the Initial Term), taken as a whole, from the levels provided under this Agreement; (iv) a relocation of Executive's principal office to a location more than   miles from 600 Lexington Avenue, New York, New York 10022;   a material breach of this Agreement by the Company or Parent. Notwithstanding the foregoing, Executive may not resign for Good Reason unless: (A) Executive provides written notice to the Company specifying in reasonable detail the condition constituting Good Reason within thirty (30) calendar days after Executive first becomes aware of such condition; (B) the Company fails to cure such condition within thirty (30) calendar days after its receipt of such notice (the "Cure Period"); and (C) Executive resigns from employment within   calendar days after the expiration of the Cure Period.
"Group" means Parent and all of its subsidiaries (whether direct or indirect), including the Company.
"Initial Term" means the period commencing on the Effective Date and ending on September 30, 2029, unless earlier terminated in accordance with the provisions of this Agreement.
"LTI Award" means the annual long-term incentive equity awards to be granted to Executive under the Equity Plan as contemplated by Section 4(e) of this Agreement.
"Ordinary Shares" means the ordinary shares of Parent, par value £0.10 per share, listed and traded on the London Stock Exchange under the ticker symbol "NTP."
"Parent" means Northgate Telecommunications PLC, a public limited company incorporated in England and Wales (registered number 07381264).
"Parachute Payment" has the meaning ascribed to such term in Section 280G(b)(2) of the Code.
"Performance Stock Units" or "PSUs" means performance-vesting restricted stock units granted under the Equity Plan, which vest based upon the achievement of specified performance goals over a designated performance period, as set forth in the applicable award agreement.
"Qualifying Termination" means a termination of Executive's employment by the Company without Cause or a resignation by Executive for Good Reason.
"Remuneration Committee" means the remuneration committee of the Board, as constituted from time to time.
"Renewal Term" means each successive one (1)-year period following the expiration of the Initial Term during which this Agreement is renewed in accordance with Section 2(b).
"Restricted Stock Units" or "RSUs" means time-vesting restricted stock units granted under the Equity Plan, which vest based upon Executive's continued service over a designated vesting period, as set forth in the applicable award agreement.
"Section 409A" means Section 409A of the Code and all applicable Treasury Regulations and other official guidance promulgated thereunder.
"Separation from Service" has the meaning ascribed to such term in Section 409A, taking into account all applicable default rules and elections.
"Term" means the Initial Term and any Renewal Term(s), as applicable.
"Territory" means   as used in Section 9 of this Agreement.
SECTION 2: TERM OF EMPLOYMENT
(a) Initial Term. The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, for a period commencing on the Effective Date (October 1, 2024) and ending on September 30, 2029 (the "Initial Term"), unless Executive's employment is earlier terminated in accordance with the provisions of Sections 6 or 7 of this Agreement. Executive's employment prior to the Effective Date (if any) shall not be governed by this Agreement.
(b) Renewal. Upon 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 not less than   days prior to the expiration of the then-current Term. In the event that the Company provides notice of non-renewal (other than in circumstances where the Company would be entitled to terminate Executive's employment for Cause or on account of Disability), such non-renewal shall be treated as a termination of Executive's employment by the Company without Cause for all purposes of Section 6 of this Agreement, and Executive shall be entitled to the payments and benefits set forth in Section 6(d). For the avoidance of doubt, a notice of non-renewal by Executive shall be treated as a voluntary resignation without Good Reason for purposes of Section 6(e).
(c) At-Will Clarification. Notwithstanding anything in this Section 2 to the contrary, and notwithstanding the existence of the Initial Term or any Renewal Term, Executive's employment with the Company is "at will," meaning that either Executive or the Company may terminate Executive's employment at any time and for any reason (or for no reason), subject to the provisions of Sections 6 and 7 governing the consequences of such termination, including Executive's entitlement (or non-entitlement) to severance payments and benefits. Nothing in this Agreement shall be construed as creating a guaranteed right to employment for the full duration of the Initial Term or any Renewal Term. 
SECTION 3: POSITION, DUTIES, AND RESPONSIBILITIES
(a) Title and Reporting. The Company hereby employs Executive, and Executive hereby agrees to serve, as Chief Executive Officer of the Group.  In such capacity, Executive shall report directly and exclusively to the Board of Directors of Parent. Executive shall also serve as a member of the Board and shall be included in the slate of nominees recommended by the Board for election at each annual general meeting of Parent's shareholders occurring during the Term. If Executive ceases to serve as Chief Executive Officer of the Group for any reason, Executive shall, upon the Company's request, tender his resignation from the Board, subject to Section 6(g).
(b) Duties. Executive shall have general management authority and responsibility for the business and affairs of the Group, subject to the oversight and direction of the Board. Without limiting the generality of the foregoing, Executive shall be responsible for setting strategic direction, overseeing the Group's global operations, managing the Group's senior leadership team, representing the Group before investors, regulators, and other external stakeholders, and performing such other duties and responsibilities as are customary for the chief executive officer of a publicly listed multinational telecommunications company of the Group's size and complexity.
Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful discharge of his duties and responsibilities hereunder. Executive's principal office shall be located at the Company's United States Operations Headquarters at 600 Lexington Avenue, 38th Floor, New York, New York 10022, or at such other location within fifty (50) miles thereof as may be designated by the Board from time to time with Executive's prior written consent.
Executive shall be expected to allocate his working time between the United States and the United Kingdom, with approximately eighty percent (80%) of Executive's working time to be spent in the United States and approximately twenty percent (20%) to be spent in the United Kingdom, based at Parent's headquarters at 45 Canary Wharf Tower, One Canada Square, London E14 5AB. The foregoing allocation is an approximation and may vary from time to time based on business needs, Board meetings, and other factors, provided that Executive's principal place of employment shall at all times be New York, New York.  Executive's UK-based duties, including his service as a director of Parent and his compliance obligations under the Financial Conduct Authority's Senior Managers & Certification Regime, shall be governed by the companion UK Service Agreement, which shall be executed concurrently with or promptly following the execution of this Agreement.
(c) Permitted Activities. Notwithstanding the obligations set forth in Section 3(b), Executive may, during the Term:
(i) serve on the boards of directors of up to   publicly traded companies that are not Competitors (as such term is used in Section 9(a)) of the Group, provided that Executive obtains the prior written approval of the Board (acting through the Remuneration Committee or such other committee designated by the Board) before accepting any such board seat;
(ii) engage in charitable, civic, educational, and industry association activities, including serving on the boards of directors of charitable or nonprofit organizations; and
(iii) manage Executive's personal investments, including investments in real estate, passive investment vehicles, and private companies;
provided, in each case, that such activities do not, individually or in the aggregate, materially interfere with Executive's performance of his duties hereunder or create an actual or apparent conflict of interest with the business of the Group. Executive shall promptly disclose to the Board any outside activities that could reasonably be expected to give rise to a conflict of interest.
(d) Prior Employer Obligations. Executive represents and warrants to the Company that, as of the Effective Date, he will have fully complied with all of his obligations to Marlowe Asset Management Digital Holdings, Inc. (his "Prior Employer"), including any applicable notice periods, return-of-property requirements, and restrictive covenant obligations. Executive acknowledges that he is currently subject to a twelve (12)-month post-termination non-competition agreement with Marlowe Asset Management Digital Holdings, Inc. covering the United States, and represents and warrants that his commencement of employment with the Company on the Effective Date will not violate such restriction, either because (A) such restriction will have expired prior to the Effective Date, (B) such restriction will have been waived in writing by Prior Employer prior to the Effective Date, or (C) the nature of Executive's duties hereunder does not fall within the scope of such restriction. Executive agrees to provide the Company with written evidence of the expiration or waiver of such restriction (or a legal opinion from Executive's counsel confirming clause (C)) prior to the Effective Date. The Company acknowledges that it has reviewed, with the assistance of its counsel, a copy of Executive's restrictive covenant agreement with Prior Employer. 
SECTION 4: COMPENSATION
(a) Base Salary. During the Term, the Company shall pay Executive 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 Company's standard payroll practices for senior executives, but in no event less frequently than semi-monthly. Executive's Base Salary shall be subject to annual review by the Remuneration Committee. The Remuneration Committee may increase (but shall not decrease) Executive's Base Salary from time to time in its discretion. Any increase in Base Salary shall become the new "Base Salary" for all purposes of this Agreement. Any reduction in Executive's Base Salary below One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (or, if greater, the then-current Base Salary) without Executive's prior written consent shall constitute "Good Reason" for purposes of this Agreement.
(b) Annual Incentive Bonus. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual incentive bonus (the "Annual Bonus") as follows:
(i) Target. Executive's target Annual Bonus opportunity shall be one hundred seventy-five percent (175%) of Base Salary (the "Target Annual Bonus"), which, based on the initial Base Salary, equals Three Million Sixty-Two Thousand Five Hundred Dollars ($3,062,500).
(ii) Maximum. Executive's maximum Annual Bonus opportunity shall be three hundred percent (300%) of Base Salary, which, based on the initial Base Salary, equals Five Million Two Hundred Fifty Thousand Dollars ($5,250,000).
(iii) Performance Metrics. The performance metrics, targets, and weightings applicable to each Annual Bonus shall be established by the Remuneration Committee within ninety (90) days following the commencement of each fiscal year of the Company. Such metrics may include, without limitation, revenue growth, adjusted EBITDA, free cash flow, subscriber metrics, customer satisfaction scores, and such other financial and non-financial measures as the Remuneration Committee deems appropriate. The Remuneration Committee shall consult with Executive regarding the establishment of such metrics, but the final determination shall rest with the Remuneration Committee in its sole discretion.
(iv) First-Year Bonus Guarantee. Executive's Annual Bonus for the fiscal year ending in 2025 ("FY2025") shall be prorated from the Effective Date to the end of such fiscal year and shall be guaranteed at not less than the Target Annual Bonus (as prorated). For the avoidance of doubt, Executive shall receive no less than the prorated Target Annual Bonus for FY2025 regardless of actual performance achievement.
(v) Payment. Each Annual Bonus shall be determined by the Remuneration Committee following the end of the applicable fiscal year and shall be paid within two and one-half (2½) months following the end of such fiscal year, subject to Executive's continued employment through the payment date, except as otherwise provided in Sections 6 and 7 of this Agreement. 
(c) Sign-On Cash Bonus (Make-Whole). Within thirty (30) calendar days following the Effective Date, the Company shall pay to Executive a one-time lump-sum cash sign-on bonus in the amount of Five Million Dollars ($5,000,000) (the "Sign-On Cash Bonus"). The Sign-On Cash Bonus is intended to offset, in part, the forfeiture of unvested equity compensation that Executive will incur in connection with his resignation from his Prior Employer (estimated forfeited Marlowe Asset Management equity: approximately $23,400,000). The combined make-whole value of the Sign-On Cash Bonus and the sign-on equity awards described in Section 4(d) equals $5,000,000 plus $18,400,000, or $23,400,000 in the aggregate. The Sign-On Cash Bonus shall be subject to repayment (clawback) in full if Executive voluntarily resigns from employment without Good Reason within   months following the Effective Date. In the event that such repayment obligation is triggered, Executive shall repay the full gross amount of the Sign-On Cash Bonus to the Company within thirty (30) days following the date of such resignation. The Company may, at its election, offset any amounts owed to Executive against the repayment obligation to the extent permitted by applicable law.
(d) Sign-On Equity Awards (Make-Whole). As promptly as practicable following the Effective Date (and in no event later than thirty (30) days following the Effective Date), the Company shall cause Parent to grant to Executive the following equity awards under the Equity Plan:
(i) Sign-On RSU Grant. Restricted Stock Units with an aggregate grant-date fair value of Twelve Million Dollars ($12,000,000) (the "Sign-On RSUs"). The Sign-On RSUs shall vest in   subject to Executive's continued employment through each applicable vesting date (except as otherwise provided in Sections 6 and 7). The Sign-On RSUs shall be settled in   in accordance with the terms of the applicable award agreement, which shall be substantially in the form attached hereto as Exhibit B.
(ii) Sign-On PSU Grant. Performance Stock Units with an aggregate grant-date fair value of Six Million Four Hundred Thousand Dollars ($6,400,000) (the "Sign-On PSUs"). The Sign-On PSUs shall cliff vest at the end of a three (3)-year performance period commencing on the Effective Date and ending on September 30, 2027. The number of Sign-On PSUs that vest shall be determined by the Remuneration Committee based on the achievement of performance hurdles to be established by the Remuneration Committee, which shall include relative total shareholder return ("TSR") measured against a peer group of comparable telecommunications companies approved by the Remuneration Committee, and revenue growth targets for the Group. The payout range for the Sign-On PSUs shall be   to two hundred percent (200%) of the target number of units, based on the level of achievement of the applicable performance hurdles. The Sign-On PSUs shall be settled in   in accordance with the terms of the applicable award agreement, which shall be substantially in the form attached hereto as Exhibit C.
The aggregate grant-date fair value of the sign-on equity awards described in this Section 4(d) is Eighteen Million Four Hundred Thousand Dollars ($18,400,000) (consisting of $12,000,000 in Sign-On RSUs and $6,400,000 in Sign-On PSUs). As of the Effective Date, the Equity Plan has approximately 14,200,000 Ordinary Shares remaining available for issuance. The sign-on equity awards, together with the first-year LTI Awards described in Section 4(e) (with an aggregate target value of approximately $27,400,000), will require the issuance of approximately 1,726,529 Ordinary Shares (based on a per-share price of $15.87 per ADR as of June 4, 2024), representing approximately 0.25% of the approximately 699,000,000 Ordinary Shares outstanding as of such date.
(e) Annual Long-Term Incentive Awards. For each fiscal year of the Company during the Term, commencing with the fiscal year in which the Effective Date occurs, Executive shall be eligible to receive annual long-term incentive equity awards (each, an "LTI Award") under the Equity Plan with an aggregate target grant-date fair value of not less than   per year (the "Target LTI Value"). Each LTI Award shall be comprised of the following mix:
(i) PSU Component. Performance Stock Units with a target grant-date fair value equal to sixty percent (60%) of the Target LTI Value   subject to cliff vesting at the end of a three (3)-year performance period. Performance hurdles for each PSU component shall include relative TSR and financial metric hurdles, as determined by the Remuneration Committee.
(ii) RSU Component. Restricted Stock Units with a grant-date fair value equal to forty percent (40%) of the Target LTI Value   subject to ratable annual vesting over three (3) years from the date of grant.
The first annual LTI Award shall be granted as promptly as practicable following the Effective Date.  During the Initial Term, the Target LTI Value shall not be reduced below   without Executive's prior written consent. The Target LTI Value shall be subject to annual review by the Remuneration Committee, which may increase the Target LTI Value in its discretion. All LTI Awards shall be granted under the Equity Plan and subject to the terms of the Equity Plan and the applicable individual award agreements, which shall be substantially in the forms attached hereto as Exhibit D.
SECTION 5: EMPLOYEE BENEFITS AND PERQUISITES
(a) Retirement Benefits.
(i) 401(k) Plan. During the Term, Executive shall be eligible to participate in the Northgate Telecommunications US, Inc. 401(k) Savings Plan (the "401(k) Plan") on the same terms and conditions as are generally available to senior executives of the Company. The Company shall make an employer matching contribution to Executive's 401(k) Plan account equal to six percent (6%) of Executive's eligible compensation contributed to the plan, subject to the annual limitations on compensation and contributions imposed by Sections 401(a)(17), 402(g), and 415 of the Code, as adjusted from time to time.
(ii) Supplemental Executive Retirement Plan. In addition to the 401(k) Plan, the Company shall make an annual supplemental retirement contribution of   (the "SERP Contribution") on behalf of Executive to an unfunded, non-qualified deferred compensation arrangement to be established by the Company for Executive's benefit (the "SERP"). The SERP shall be designed and administered in a manner that complies with Section 409A. The SERP Contribution shall be credited to Executive's SERP account as of the last day of each fiscal year during the Term (or on a prorated basis for any partial year of service), and shall be subject to a vesting schedule and distribution provisions to be set forth in a separate SERP participation agreement.
(b) Health and Welfare Benefits. During the Term, Executive shall be eligible to participate in all health, dental, vision, life insurance, accidental death and dismemberment, short-term disability, long-term disability, and other health and welfare benefit plans, programs, and arrangements that the Company maintains from time to time for the benefit of its senior executives, on terms no less favorable than those provided to other senior executives of the Company. In addition, the Company shall provide Executive with supplemental life insurance coverage providing a death benefit of not less than Two Million Dollars ($2,000,000), with all premiums for such supplemental coverage paid by the Company.  Executive shall also be entitled to participate in the Company's executive health and wellness program, including annual comprehensive physical examinations and related preventive care services.
(c) Perquisites. During the Term, Executive shall be entitled to the following perquisites:
(i) Car Allowance. An annual car allowance of   payable in equal monthly installments.
(ii) Financial, Tax, and Estate Planning. Reimbursement of expenses incurred by Executive for personal financial planning, tax preparation, and estate planning services, in an aggregate amount not to exceed   per fiscal year.
(iii) Relocation Assistance. To the extent Executive requires relocation in connection with the commencement of employment hereunder, the Company shall provide reasonable relocation assistance, the terms and scope of which shall be mutually agreed upon by the Company and Executive.
(d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket business expenses incurred by Executive in the performance of his duties hereunder, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Such reimbursement shall be made within a reasonable time following Executive's submission of appropriate documentation, and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred, in compliance with Section 409A.
(e) Vacation and Paid Time Off. During the Term, Executive shall be entitled to annual paid time off in accordance with the Company's executive paid time off policy as in effect from time to time, provided that Executive shall be entitled to not less than   weeks of paid time off per fiscal year. Unused paid time off shall be subject to the Company's policies regarding accrual, carryover, and forfeiture.
(f) Indemnification and D&O Insurance.
(i) Indemnification. The Company and Parent shall indemnify and hold harmless Executive, to the fullest extent permitted by applicable law (including under the Delaware General Corporation Law with respect to the Company, and under the laws of England and Wales with respect to Parent), against all costs, charges, losses, expenses, liabilities, and damages (including reasonable attorneys' fees) incurred by Executive in connection with any threatened, pending, or completed action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of or relating to Executive's service as an officer, director, or employee of the Company, Parent, or any other member of the Group. The Company's and Parent's indemnification obligations shall include, without limitation, the advancement of expenses (including reasonable attorneys' fees) incurred by Executive in connection with any such action, suit, proceeding, or investigation, subject to Executive's undertaking to repay such amounts if it is ultimately determined that Executive is not entitled to indemnification.
(ii) D&O Insurance. The Company and Parent shall maintain directors' and officers' liability insurance ("D&O Insurance") covering Executive during the Term and for a period of not less than   years following the termination of Executive's employment (regardless of the reason for such termination), with coverage limits no less than those in effect as of the Effective Date. As of the date of this Agreement, the Company's and Parent's D&O Insurance is carried with Ashdown Surety & Insurance Co., Policy No. ASI-D&O-NTP-2024-4471, with limits of Fifty Million Dollars ($50,000,000) per occurrence and One Hundred Million Dollars ($100,000,000) in the aggregate. The Company shall not reduce the coverage limits  or   of such D&O Insurance in a manner that would materially and adversely affect Executive's coverage without Executive's prior written consent.
(iii) Indemnification Agreement. Concurrently with the execution of this Agreement (or as promptly as practicable thereafter), the Company shall enter into a written indemnification agreement with Executive in form and substance   which agreement shall provide for indemnification and advancement of expenses on terms no less favorable than those set forth in this Section 5(f).
(g) Tax Equalization. The Company shall provide Executive with tax equalization with respect to any income of Executive arising from or attributable to Executive's performance of duties in the United Kingdom , such that Executive's overall tax burden (including federal, state, and local income taxes in the United States and income taxes, national insurance contributions, and any other similar charges in the United Kingdom ) shall be no greater than the amount Executive would have owed if all of his income were earned exclusively in the United States and subject solely to United States federal, New York State, and New York City income and employment taxes. Tax equalization shall be calculated and administered by a nationally recognized accounting firm or tax advisory firm designated by the Company, at the Company's expense. The Company and Executive acknowledge that the United States-United Kingdom Social Security Totalization Agreement shall apply for social security and national insurance purposes, and the Company shall cooperate with Executive in obtaining any certificates of coverage or other documentation necessary to effectuate such agreement.
SECTION 6: TERMINATION OF EMPLOYMENT (NON-CHANGE IN CONTROL)
This Section 6 sets forth Executive's rights and obligations upon termination of employment in the absence of a Change in Control (or outside the Change in Control protection period described in Section 7(b)). In the event that a Qualifying Termination occurs during the Change in Control protection period described in Section 7(b), Section 7(b) shall govern in lieu of Section 6(d).
(a) Termination by Company for Cause. The Company may terminate Executive's employment for Cause at any time, subject to the notice and cure provisions set forth in the definition of "Cause" in Section 1. Upon termination of Executive's employment for Cause, Executive shall be entitled to receive only the Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy. For the avoidance of doubt, upon a termination for Cause, Executive shall not be entitled to any Annual Bonus (whether for the year of termination or any prior year to the extent not yet paid), any severance payment, any acceleration of vesting of any equity awards, or any other compensation or benefits except as expressly provided in this Section 6(a) or as required by applicable law.
(b) Termination Due to Death. Executive's employment shall terminate automatically upon Executive's death. In the event of Executive's death during the Term, Executive's estate (or designated beneficiaries) shall be entitled to receive the following:
(i) the Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy;
(ii) a pro-rata Annual Bonus for the fiscal year in which Executive's death occurs, based on actual performance for such fiscal year (or, if the fiscal year has not been completed and actual performance is not determinable at the time of payment, based on the Target Annual Bonus), prorated for the portion of such fiscal year during which Executive was employed, payable at the time Annual Bonuses are generally paid to senior executives of the Company;
(iii)   months of accelerated vesting of all then-unvested time-based equity awards held by Executive as of the date of death, including RSUs (both annual LTI RSUs and Sign-On RSUs), determined as if Executive had remained employed for an additional   months following the date of death, with settlement occurring in accordance with the terms of the applicable award agreements;  and
(iv) any other death benefits to which Executive's estate or beneficiaries may be entitled under the Company's employee benefit plans, programs, or arrangements, payable in accordance with the terms of such plans, programs, or arrangements.
(c) Termination Due to Disability. The Company may terminate Executive's employment upon a determination that Executive has incurred a Disability (as defined in Section 1). Upon such termination, Executive shall be entitled to receive the following:
(i) the Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy;
(ii) a pro-rata Annual Bonus for the fiscal year in which Executive's termination occurs, based on actual performance for such fiscal year (or, if the fiscal year has not been completed and actual performance is not determinable at the time of payment, based on the Target Annual Bonus), prorated for the portion of such fiscal year during which Executive was employed, payable at the time Annual Bonuses are generally paid to senior executives of the Company;
(iii)   months of accelerated vesting of all then-unvested time-based equity awards held by Executive as of the date of termination, including RSUs (both annual LTI RSUs and Sign-On RSUs), determined as if Executive had remained employed for an additional   months following the date of termination, with settlement occurring in accordance with the terms of the applicable award agreements;  and
(iv) continued participation in the Company's group health, dental, and vision insurance plans (or, if participation is not permissible, payment of the COBRA premium on Executive's behalf) for a period of   months following the date of termination, subject to Executive's timely election of COBRA continuation coverage and Executive's continued eligibility therefor.
(d) Termination by Company Without Cause or Resignation by Executive for Good Reason (Qualifying Termination — Non-CIC). If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason, in either case at a time when Executive is not entitled to receive Change in Control severance under Section 7(b), Executive shall be entitled to receive the following payments and benefits, subject to the conditions set forth in this Section 6(d):
(i) Accrued Obligations. The Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy.
(ii) Cash Severance. A lump-sum cash severance payment equal to   the sum of (A) Executive's Base Salary and (B) Executive's Target Annual Bonus, calculated as follows:   payable within sixty (60) days following Executive's Separation from Service (subject to the six-month delay provisions of Section 10(c), if applicable).
(iii) Pro-Rata Bonus. A pro-rata Annual Bonus for the fiscal year in which Executive's termination occurs, based on actual performance for such fiscal year (or, if actual performance is not determinable at the time of payment, based on the Target Annual Bonus), prorated for the portion of such fiscal year during which Executive was employed, payable at the time Annual Bonuses are generally paid to senior executives of the Company.
(iv) Equity Acceleration.  
(v) Benefits Continuation. Continued participation in the Company's group health, dental, and vision insurance plans (or, if participation is not permissible, payment of the COBRA premium on Executive's behalf) for a period of   months following the date of termination, subject to Executive's timely election of COBRA continuation coverage and Executive's continued eligibility therefor.
(vi) Outplacement. Executive outplacement services provided by a firm selected by Executive, at the Company's expense, for a period of up to twelve (12) months following the date of termination, in an aggregate amount not to exceed  
Conditions to Severance. The payments and benefits described in Sections 6(d)(ii) through (vi) (collectively, the "Severance Benefits") shall be conditioned upon and subject to each of the following: (A) Executive's execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (the "Release"), and the expiration of the applicable revocation period without Executive's revocation of such Release, in each case within sixty (60) calendar days following Executive's Separation from Service;  and (B) Executive's continued compliance in all material respects with the restrictive covenant obligations set forth in Section 9 of this Agreement. In the event that Executive breaches any of the restrictive covenant obligations set forth in Section 9, the Company may, in addition to any other remedies available at law or in equity, cease making any further Severance Benefits payments and recover any Severance Benefits previously paid.
(e) Voluntary Resignation Without Good Reason. Executive may resign from employment at any time without Good Reason by providing the Company with not less than   days' prior written notice of such resignation (or such shorter notice period as the Company may agree to in writing). Upon Executive's voluntary resignation without Good Reason, Executive shall be entitled to receive only the Accrued Obligations. Executive shall not be entitled to any Annual Bonus (whether for the year of resignation or any prior year to the extent not yet paid), any severance payment, any acceleration of vesting of any equity awards, or any other compensation or benefits except as expressly provided in this Section 6(e) or as required by applicable law. For the avoidance of doubt, the Sign-On Cash Bonus shall be subject to the repayment (clawback) provisions of Section 4(c) if Executive's voluntary resignation without Good Reason occurs within   months following the Effective Date.
(f) Non-Renewal by Company. In the event that the Company provides notice of non-renewal of this Agreement pursuant to Section 2(b), the expiration of the then-current Term following such notice of non-renewal shall be treated as a termination of Executive's employment by the Company without Cause for all purposes of this Section 6, and Executive shall be entitled to the payments and benefits set forth in Section 6(d) (subject to the conditions set forth therein).
(g) Resignation of Board Positions. Upon any termination of Executive's employment for any reason, Executive shall be deemed to have resigned, effective as of the date of such termination (or such later date as the Board may specify), from the Board and from all boards of directors and all officer positions that Executive holds with the Company, Parent, and any Affiliate, unless the Board otherwise requests in writing that Executive continue to serve in one or more such capacities.  Executive shall execute such documents and take such actions as may be necessary to effectuate such resignations.
SECTION 7: CHANGE IN CONTROL
(a) Definition of "Change in Control." For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events:
(i) Acquisition of Voting Power. Any "person" or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of securities of Parent representing more than   of the combined voting power of the then-outstanding voting securities of Parent entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change in Control under this clause (i): (A) any acquisition directly from Parent, (B) any acquisition by Parent or any Affiliate, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent or any Affiliate, or (D) any acquisition by an underwriter temporarily holding securities pursuant to a bona fide public offering;
(ii) Merger or Consolidation. Consummation of a merger, consolidation, scheme of arrangement, reorganization, or similar business combination (a "Business Combination") involving Parent (or any direct or indirect subsidiary of Parent), unless, immediately following such Business Combination, the individuals and entities who were the beneficial owners of the outstanding voting securities of Parent immediately prior to such Business Combination beneficially own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the entity resulting from such Business Combination (including any entity that, as a result of such transaction, owns Parent or all or substantially all of Parent's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of Parent;  or
(iii) Asset Sale. Consummation of a sale, lease, exchange, or other disposition of all or substantially all of the assets of the Group (determined on a consolidated basis), other than a sale, lease, exchange, or disposition to an entity in which, immediately following such transaction, the individuals and entities who were the beneficial owners of the outstanding voting securities of Parent immediately prior to such transaction beneficially own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of such entity in substantially the same proportions as their ownership of the outstanding voting securities of Parent immediately prior to such  
(b) Change in Control Severance (Double Trigger). In the event that a Qualifying Termination occurs during the period beginning   months prior to a Change in Control and ending twenty-four (24) months following a Change in Control (the "CIC Protection Period"), Executive shall be entitled to receive the following payments and benefits in lieu of (and not in addition to) the payments and benefits described in Section 6(d):
(i) Accrued Obligations. The Accrued Obligations, payable at the times and in the manner required by applicable law and Company policy.
(ii) CIC Cash Severance. A lump-sum cash severance payment equal to   the sum of (A) Executive's Base Salary and (B) Executive's Target Annual Bonus, calculated as follows:   payable within sixty (60) days following Executive's Separation from Service (subject to the six-month delay provisions of Section 10(c), if applicable).
(iii) Pro-Rata Bonus. A pro-rata Annual Bonus for the fiscal year in which Executive's termination occurs, calculated at the   and prorated for the portion of such fiscal year during which Executive was employed, payable within sixty (60) days following Executive's Separation from Service (subject to the six-month delay provisions of Section 10(c), if applicable).
(iv) Full Equity Acceleration. Full and immediate acceleration of vesting of all then-unvested equity awards held by Executive as of the date of termination, including (A) all unvested RSUs (annual LTI RSUs and Sign-On RSUs), (B) all unvested Sign-On PSUs, which shall vest at the   and (C) all unvested annual LTI PSUs, which shall vest at the   Settlement of all accelerated equity awards shall occur within sixty (60) days following Executive's Separation from Service (or, with respect to awards that constitute Section 409A deferred compensation, at such time as is required to comply with Section 409A).
(v) Benefits Continuation. Continued participation in the Company's group health, dental, and vision insurance plans (or, if participation is not permissible, payment of the COBRA premium on Executive's behalf) for a period of   months following the date of termination, subject to Executive's timely election of COBRA continuation coverage and Executive's continued eligibility therefor.
(vi) Outplacement. Executive outplacement services provided by a firm selected by Executive, at the Company's expense, for a period of up to twelve (12) months following the date of termination, in an aggregate amount not to exceed  
Double-Trigger Mechanism. For the avoidance of doubt, the payments and benefits described in this Section 7(b) are payable only upon a Qualifying Termination occurring during the CIC Protection Period. A Change in Control alone, without a Qualifying Termination, shall not entitle Executive to any payments or benefits under this Section 7(b). In the event that a Qualifying Termination occurs during the   period preceding a Change in Control, such Qualifying Termination shall be treated as having occurred during the CIC Protection Period for purposes of this Section 7(b) only if the termination was at the request of, or in connection with or in anticipation of, the Change in Control.
Conditions to CIC Severance. The payments and benefits described in Sections 7(b)(ii) through (vi) shall be conditioned upon and subject to each of the following: (A) Executive's execution and delivery to the Company of the Release within sixty (60) calendar days following Executive's Separation from Service, and the expiration of the applicable revocation period without Executive's revocation of such Release; and (B) Executive's continued compliance in all material respects with the restrictive covenant obligations set forth in Section 9 of this Agreement.
**(c) Section 280G —  **
(ii) Preliminary 280G Analysis. For informational purposes, the parties acknowledge the following preliminary analysis: Executive's estimated "Base Amount" (based on average annual W-2 compensation from Marlowe Asset Management Digital Holdings, Inc. for the calendar years 2019 through 2023) is approximately $7,840,000. The safe harbor limit under Section 280G (three times the Base Amount, minus one dollar) is ($7,840,000 × 3) − $1 = $23,519,999. Under the   CIC severance multiplier set forth in Section 7(b), estimated total Parachute Payments (including cash severance, accelerated equity vesting, continued benefits, and other payments contingent upon a Change in Control) could approximate $38,200,000, which would result in excess parachute payments of approximately $30,360,000 and an estimated Excise Tax of approximately $6,072,000 (20% × $30,360,000).  
(iii) Determination by Independent Accounting Firm. The determination of   shall be made by an independent nationally recognized accounting firm designated by the Company (currently Galloway & Partners, 1 New Street Square, London EC4A 3HQ, United Kingdom; lead audit partner: Clive Warburton) (the "Accounting Firm"), at the Company's sole expense. The Accounting Firm shall provide its determination in writing to both Executive and the Company within fifteen (15) business days following the date on which a Change in Control is consummated (or such earlier date as may be requested by the Company or Executive). The determination of the Accounting Firm shall be final and binding on the parties, absent manifest error. 
(d) Definitions Cross-References. For purposes of this Section 7, the terms "Cause," "Good Reason," "Qualifying Termination," and "Accrued Obligations" shall have the meanings set forth in Section 1 or Section 6, as applicable.
SECTION 8: CONFIDENTIALITY AND PROPRIETARY INFORMATION
(a) Confidential Information. Executive acknowledges and agrees that, during the course of his employment with the Company and the Group, he will have access to and will develop, receive, and be entrusted with confidential, proprietary, and trade secret information of the Group that is not generally available to the public (collectively, "Confidential Information"). Confidential Information includes, without limitation, the following categories of information (whether in written, oral, electronic, or any other form): business plans, strategies, and forecasts; financial data, projections, and reports (including non-public financial results); customer and prospective customer lists, identities, and information; supplier and vendor lists, identities, and information; pricing strategies, cost structures, and margin analyses; marketing and sales plans, strategies, and analyses; technology, software code, algorithms, and systems architecture; network architecture, specifications, and engineering data; product roadmaps, development plans, and research data; personnel information, compensation data, and organizational structures; merger, acquisition, and divestiture strategies and targets; legal strategies and litigation information; regulatory submissions and correspondence; and any other non-public information relating to the business, operations, financial condition, or prospects of any member of the Group. 
Executive agrees that, during and after his employment with the Company, he shall not, without the prior written consent of the Company, directly or indirectly, use, disclose, publish, or otherwise make available to any third party any Confidential Information, except (i) as required in the faithful discharge of Executive's duties hereunder, (ii) as expressly permitted by this Agreement, or (iii) as required by applicable law, regulation, or legal process (subject to the notice requirements of Section 8(b)). Executive's obligations under this Section 8(a) shall survive the termination of Executive's employment and this Agreement for an indefinite period, except as limited by applicable law.
(b) Exceptions. The restrictions set forth in Section 8(a) shall not apply to information that: (i) is or becomes generally available to the public other than as a result of any unauthorized disclosure by Executive or any person or entity acting on Executive's behalf; (ii) was known to Executive on a non-confidential basis prior to its disclosure by the Company or any member of the Group, as evidenced by Executive's written records; or (iii) is required to be disclosed by applicable law, regulation, subpoena, court order, or other legal process, provided that, to the extent legally permissible, Executive provides the Company with prompt written notice of such requirement prior to making any disclosure so as to enable the Company to seek a protective order or other appropriate remedy, and provided further that Executive discloses only such information as is legally required and cooperates with the Company's efforts to obtain confidential treatment of such information.
Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. § 1833(b), Executive is hereby notified that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order.
(c) Return of Materials. Upon termination of Executive's employment for any reason, or at any time upon the Company's request, Executive shall promptly return to the Company all documents, files, records, materials, equipment, and other property of the Company and the Group in Executive's possession, custody, or control, whether in physical or electronic form, including all copies, summaries, notes, and extracts thereof. Executive shall also permanently delete or destroy all Confidential Information stored on any personal devices, accounts, or storage media, and shall certify in writing to the Company that such deletion or destruction has been completed. 
(d) intellectual Property / Work Product. Executive acknowledges and agrees that all inventions, works of authorship, discoveries, developments, improvements, ideas, concepts, designs, processes, methods, formulas, software, data, and other intellectual property (whether or not patentable or copyrightable) conceived, created, developed, or reduced to practice by Executive, alone or jointly with others, during the course of Executive's employment with the Company or any member of the Group, or using the resources, facilities, or Confidential Information of the Group (collectively, "Work Product"), shall be the sole and exclusive property of the Company (or such other member of the Group as the Company may designate).  Executive hereby irrevocably assigns to the Company (or its designee) all right, title, and interest in and to all Work Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. Executive agrees to disclose promptly to the Company all Work Product and to execute such documents and take such actions as may be reasonably requested by the Company to perfect, register, and enforce the Company's rights in and to the Work Product, including the filing and prosecution of patent applications, copyright registrations, and trademark applications in any jurisdiction. Executive's obligations under this Section 8(d) shall survive the termination of Executive's employment and this Agreement.
SECTION 9: RESTRICTIVE COVENANTS
(a) Non-Competition. During Executive's employment with the Company and for a period of   months following the date of termination of Executive's employment for any reason (the "Restricted Period"), Executive shall not, dire

PRIVILEGED & CONFIDENTIAL — DRAFT — FOR NEGOTIATION PURPOSES ONLY

EXECUTIVE EMPLOYMENT AGREEMENT

MARCUS ELLIOT HARDING

EXECUTIVE EMPLOYMENT AGREEMENT

RECITALS

SECTION 1: DEFINITIONS

SECTION 2: TERM OF EMPLOYMENT

SECTION 3: POSITION, DUTIES, AND RESPONSIBILITIES

SECTION 4: COMPENSATION

SECTION 5: EMPLOYEE BENEFITS AND PERQUISITES

SECTION 6: TERMINATION OF EMPLOYMENT (NON-CHANGE IN CONTROL)

SECTION 7: CHANGE IN CONTROL

SECTION 8: CONFIDENTIALITY AND PROPRIETARY INFORMATION

SECTION 9: RESTRICTIVE COVENANTS

Record

Parties

Dates

Amounts