1022-00004 · Northgate Telecommunications PLC · Draft Agreement

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PRIVILEGED AND CONFIDENTIAL — FOR NEGOTIATION PURPOSES ONLY

EXECUTIVE EMPLOYMENT AGREEMENT

Draft 2 — August 12, 2024

Prepared by Calderwood & Harkness LLP

Matter Reference: 1022-00004

PRIVILEGED AND CONFIDENTIAL — FOR NEGOTIATION PURPOSES ONLY. This draft is prepared for purposes of negotiation and does not constitute a binding offer or agreement. All terms remain subject to further negotiation and the execution of a definitive agreement by all parties.

This Executive Employment Agreement (this "Agreement") is entered into as of ____, 2024 (the "Effective Date"), by and between:

NORTHGATE TELECOMMUNICATIONS US, INC., a corporation organized and existing under the laws of the State of Delaware, with its principal offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022 (the "Company"), a wholly-owned subsidiary of NORTHGATE TELECOMMUNICATIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number 07381264), with registered offices at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom ("Parent" or "NTP"),

and

MARCUS ELLIOT HARDING, an individual residing at 14 Gramercy Park South, Apt. 12A, New York, NY 10003 (the "Executive").

The Company and Executive are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company is a wholly-owned subsidiary of Northgate Telecommunications PLC, a public limited company listed on the London Stock Exchange (LON: NTP) and cross-listed on the New York Stock Exchange via American Depositary Receipts (NYSE: NTPC), with its principal United States offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022;

WHEREAS, the Parent is a global telecommunications and software/SaaS company with approximately 22,500 employees worldwide, annual revenues of approximately £4.26 billion (approximately $5.43 billion) for fiscal year ended December 31, 2023, and a market capitalization of approximately £8.7 billion (approximately $11.1 billion) as of the date hereof;

WHEREAS, Sir Alistair Kemble, the current Chief Executive Officer of the Parent, has announced his retirement effective December 31, 2024, following eleven years of distinguished service in such capacity;

WHEREAS, following a comprehensive executive search process conducted by Kensington Partners Ltd., the Board of Directors of the Parent (the "Board"), upon the recommendation of the Nomination Committee chaired by Lucinda Farrow, has selected Executive as its preferred candidate to serve as the next Chief Executive Officer of the Parent and the Company;

WHEREAS, Executive currently serves as President and Chief Operating Officer of Marlowe Asset Management Digital Holdings, Inc. (NYSE: VDHI), a Delaware corporation headquartered at 200 Technology Way, Suite 4000, San Jose, CA 95110, and, in connection with his departure from Marlowe Asset Management Digital Holdings, will forfeit certain unvested equity awards and other compensation arrangements

WHEREAS, the Remuneration Committee of the Board (the "Remuneration Committee"), chaired by Geoffrey Stanton, Lead Independent Director, with the independent advice of Whitmore Hobson LLP as independent compensation

WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment with the Company, upon and subject to the terms and conditions set forth herein; 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 by each of the Parties, the Parties hereby agree as follows:

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ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the meanings ascribed to them below. Any capitalized term used but not defined in this Section 1.1 shall have the meaning given to it elsewhere in this Agreement.

(a) "Accrued Obligations" means, as of the Date of Termination: (i) earned but unpaid Base Salary through the Date of Termination; (ii) accrued but unused vacation or paid time off in accordance with the Company's applicable policies; (iii) unreimbursed business expenses incurred by Executive prior to the Date of Termination that are reimbursable under the Company's expense reimbursement policies and for which Executive has submitted appropriate documentation in accordance with such policies; and (iv) any vested benefits to which Executive is entitled under any employee benefit plan of the Company or its Affiliates, payable in accordance with the terms of such plans.

(b) "ADR" means an American Depositary Receipt issued by a depositary bank in respect of ordinary shares of the Parent, with each ADR representing one (1) ordinary share of the Parent.

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

(d) "Base Amount" has the meaning ascribed to such term in Section 280G(b)(3) of the Code. For purposes of this Agreement, Executive's Base Amount has been determined by reference to Executive's average annualized includible compensation from Marlowe Asset Management Digital Holdings, Inc. for the five (5) taxable years ending before the date on which a Change in Control occurs, estimated at Seven Million Eight Hundred Forty Thousand Dollars ($7,840,000) based on W-2 compensation for the 2019 through 2023 taxable years.

(e) "Board" means the Board of Directors of Northgate Telecommunications PLC.

(f) "Cause" means the occurrence of any one or more of the following events:

(i) Executive's willful and material breach of any material provision of this Agreement;

(ii) Executive's conviction of, or plea of guilty or nolo contendere to, (A) a felony under the laws of the United States or any state thereof, or any comparable offense under the laws of any foreign jurisdiction, or (B) any crime involving moral turpitude, dishonesty, fraud, or breach of trust;

(iii) Executive's willful misconduct or gross negligence in the performance of his duties hereunder that is to the Company, the Parent, or any of their Affiliates, whether financially, reputationally, or otherwise;

(iv) Executive's commission of fraud, embezzlement, misappropriation of funds or property, or material dishonesty in connection with his employment or the business of the Company, the Parent, or any of their Affiliates;

(v) Executive's material violation of the written policies of the Company or the Parent that are applicable to senior executives generally, including without limitation policies relating to anti-corruption, anti-bribery, insider trading, workplace conduct, and data protection, in each case as in effect from time to time and of which Executive has been given written notice or reasonable access; or

(vi) Executive's willful failure or refusal to cooperate with a bona fide internal investigation conducted by or at the direction of the Board, the Audit Committee of the Board, or any regulatory or law enforcement authority, provided that such investigation is not frivolous and Executive has been given written notice of his obligation to cooperate.

Notwithstanding the foregoing, no termination of Executive's employment shall be deemed to be for "Cause" unless (A) the Company has provided Executive with written notice specifying in reasonable detail the conduct alleged to constitute Cause, (B) Executive has been given a period of not less than following delivery of such notice to cure such conduct (to the extent that such conduct is reasonably capable of cure), and (C) a of the members of the Board (excluding Executive, if Executive is then serving as a member of the Board) determines in good faith, after considering any cure efforts undertaken by Executive, that the conduct specified in such notice constitutes Cause under this Agreement. For purposes of this definition, no act or omission by Executive shall be considered "willful" unless done or omitted in bad faith or without reasonable belief that Executive's act or omission was in the best interests of the Company and the Parent.

(g) "Change in Control" means the occurrence of any one or more of the following events:

(i) Acquisition Trigger. Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the 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 the Parent in a transaction approved by the Board, (B) any acquisition by the Parent or any of its wholly-owned subsidiaries, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries, or (D) any acquisition by any entity pursuant to a transaction described in clause (ii) below that does not itself constitute a Change in Control;

(ii) Merger/Consolidation Trigger. The consummation of a merger, consolidation, statutory share exchange, scheme of arrangement, or similar business combination involving the Parent (a "Business Combination"), unless, immediately following such Business Combination, the shareholders of the Parent immediately prior to such Business Combination hold, directly or indirectly, at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent governing body) of the entity surviving or resulting from such Business Combination (or the ultimate parent entity thereof); or

(iii) Asset Sale Trigger. The sale, transfer, or other disposition of all or substantially all of the assets of the Parent and its subsidiaries, taken as a whole, to any person, entity, or group (as defined above) other than to an Affiliate of the Parent.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred solely by reason of any initial public offering or registered sale of securities by the Parent or its shareholders, any internal reorganization or restructuring among the Parent and its Affiliates, or any transaction that does not result in a fundamental change in the ultimate ownership or control of the Parent.

(h) "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any successor statute thereto.

(i) "Code" means the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

(j) "Company" means Northgate Telecommunications US, Inc., a corporation organized and existing under the laws of the State of Delaware, including any successor thereto.

(k) "Competitor" means any entity

(l) "Confidential Information" means all non-public information, whether in written, oral, electronic, or other form, relating to the business, operations, finances, technology, products, services, customers, suppliers, employees, or affairs of the Company, the Parent, or their Affiliates, including without limitation: (i) trade secrets, inventions, discoveries, know-how, processes, formulas, designs, algorithms, software code, and technical specifications; (ii) proprietary business information, strategic plans, business plans, market analyses, competitive intelligence, pricing strategies, and financial models; (iii) customer data, customer lists, customer contracts, customer relationship information, and prospective customer information; (iv) financial information, including revenue data, cost structures, budgets, projections, and non-public financial results; (v) technology, product development plans, product roadmaps, engineering data, and research and development activities; (vi) employee data, compensation information, organizational charts, and succession plans; (vii) information regarding mergers, acquisitions, divestitures, joint ventures, strategic alliances, and other corporate transactions, whether pending or contemplated; and (viii) any other non-public information that derives economic value from not being generally known to the public or to competitors.

(m) "Date of Termination" means the effective date of Executive's termination of employment with the Company, as determined in accordance with the applicable provisions of Article 6 or Article 7 of this Agreement.

(n) "Disability" means Executive's inability, by reason of physical or mental impairment, to perform the essential functions of his position, with or without reasonable accommodation, for (i) a period of one hundred eighty (180) consecutive calendar days, or (ii) an aggregate of two hundred seventy (270) calendar days in any twelve (12)-month period. The determination of Disability shall be made by a physician who is licensed to practice medicine in the State of New York and who is board-certified in the relevant medical specialty, mutually agreed upon in good faith by the Company and Executive (or Executive's legal representative). If the Company and Executive (or Executive's legal representative) are unable to agree upon such physician within fifteen (15) days, each party shall select a physician meeting the foregoing criteria, and those two physicians shall select a third physician who shall make the determination.

(o) "EBITDA" means earnings before interest, taxes, depreciation, and amortization, as determined in accordance with International Financial Reporting Standards ("IFRS") or United States Generally Accepted Accounting Principles ("US GAAP"), as applicable and as consistently applied by the Parent in its consolidated financial statements.

(p) "Equity Plan" means the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

(q) "Excise Tax" means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties related thereto.

(r) "Garden Leave Period" means the period described in Section 9.6 of this Agreement.

(s) "Good Reason" means the occurrence, without Executive's prior written consent, of any one or more of the following events:

(i) a material diminution in Executive's authority, duties, or responsibilities, including without limitation: (A) the failure to maintain Executive as the most senior executive officer of the Parent with direct reporting responsibility to the Board, (B) the appointment of any other executive officer of the Parent or any of its subsidiaries with authority, duties, or responsibilities that are superior to, or that materially diminish, those of Executive, or (C) a material change in Executive's reporting structure such that Executive no longer reports directly and exclusively to the Board;

(ii) a material diminution in Executive's Base Salary or Target Annual Incentive opportunity,

(iii) the relocation of Executive's principal place of employment by more than thirty-five (35) miles from 600 Lexington Avenue, New York, NY 10022, without Executive's prior written consent, excluding (A) reasonable business travel consistent with Executive's position and duties, and (B) Executive's duties at the Parent's London headquarters as contemplated by Section 3.4;

(iv) any material breach by the Company or the Parent of any provision of this Agreement;

(v) the failure of any successor to the Company or the Parent (whether by merger, consolidation, acquisition of all or substantially all assets, or otherwise) to assume this Agreement in accordance with Section 12.6.

Notwithstanding the foregoing, Executive shall not have the right to terminate his employment for Good Reason unless: (A) Executive has provided the Company with written notice specifying in reasonable detail the event or condition alleged to constitute Good Reason within of the initial occurrence of such event or condition; (B) the Company has been given a period of not less than thirty (30) days following delivery of such notice to cure such event or condition; and (C) if the Company fails to cure such event or condition within such thirty (30)-day period, Executive actually terminates his employment within thirty (30) days following the expiration of such cure period.

(t) "Initial Term" means the period commencing on the Start Date and ending on

(u) "LTI" means long-term incentive awards, as described in Section 5.4 of this Agreement.

(v) "Non-CIC Severance Period" means a period of months.

(w) "Parent" means Northgate Telecommunications PLC, a public limited company incorporated under the laws of England and Wales (registered number 07381264), with registered offices at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom, including any successor thereto.

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

(y) "Performance Share Unit" or "PSU" means a contingent right to receive ordinary shares of the Parent (or ADRs, at Executive's election) upon the achievement of specified performance metrics and satisfaction of any applicable service-based vesting conditions, granted under the Equity Plan.

(z) "Remuneration Committee" means the Remuneration Committee of the Board, currently chaired by Geoffrey Stanton, or any successor committee of the Board having responsibility for executive compensation matters.

(aa) "Renewal Term" means each successive one (1)-year period following the expiration of the Initial Term, as described in Section 2.4 of this Agreement.

(bb) "Restricted Period" means the period described in Section 9.1(a) of this Agreement.

(cc) "Restricted Stock Unit" or "RSU" means a right to receive ordinary shares of the Parent (or ADRs, at Executive's election) upon the satisfaction of time-based vesting conditions, granted under the Equity Plan.

(dd) "SERP" means the supplemental executive retirement plan contribution described in Section 5.7(b) of this Agreement.

(ee) "Start Date" means or such other date as the Parties may mutually agree in writing.

(ff) "Target Annual Incentive" means one hundred seventy-five percent (175%) of Executive's then-current Base Salary.

(gg) "Territory" means

ARTICLE 2 — EMPLOYMENT AND TERM

Section 2.1 — Employment

The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon and subject to the terms and conditions set forth in this Agreement. Executive's employment hereunder shall be subject to Executive's satisfactory completion of any background checks, reference verifications, and regulatory screenings required by the Company's policies and applicable law, and Executive's receipt of any regulatory approvals or clearances necessary for Executive to serve in the capacity described herein.

Section 2.2 — Start Date

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

Section 2.3 — Initial Term

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

Section 2.4 — Renewal

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

Non-renewal by the Company (other than a non-renewal occurring simultaneously with or following a termination for Cause or due to Disability) shall be treated as a termination of Executive's employment by the Company without Cause for purposes of Article 6, and Executive shall be entitled to receive the severance compensation and benefits described in Section 6.4.

Non-renewal by Executive shall be treated as a voluntary resignation by Executive without Good Reason for purposes of Section 6.5.

Section 2.5 — At-Will Acknowledgment

Notwithstanding the fixed Term established by this Article 2, Executive's employment hereunder is "at will" and may be terminated by either Party at any time, for any reason or for no reason, subject to the applicable provisions of Article 6 (Termination of Employment) and Article 7 (Change in Control). Nothing in this Agreement shall be construed as conferring upon Executive any right to continued employment for any particular period of time, except that the termination of Executive's employment prior to the expiration of the Term shall have the consequences specified in Article 6 or Article 7, as applicable.

ARTICLE 3 — POSITION, DUTIES, AND REPORTING

Section 3.1 — Title and Position

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

In addition, Executive shall be nominated for election or appointment to serve as a member of the Board, in accordance with the Parent's Articles of Association and applicable law, and the Board shall use reasonable efforts to cause Executive's election or appointment to the Board as promptly as practicable following the Start Date. Executive shall serve on the Board without additional compensation. If Executive's employment is terminated for any reason, or if Executive resigns from his position as Group CEO, Executive shall, upon request of the Board, promptly resign from the Board and from any other positions held with the Company, the Parent, and their Affiliates, as provided in Section 6.8.

Section 3.2 — Reporting

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

Section 3.3 — Duties

Executive shall have overall responsibility for the management, direction, and strategic leadership of the business and affairs of the Parent and its subsidiaries on a global basis. Without limiting the generality of the foregoing, Executive shall: (a) develop and implement the strategic vision, plans, and objectives of the Parent and its subsidiaries; (b) oversee the day-to-day operations of the Parent and its subsidiaries; (c) manage and lead the senior executive team of the Parent and its subsidiaries; (d) represent the Parent in its relationships with shareholders, investors, customers, partners, regulators, and other stakeholders; and (e) perform such other duties and responsibilities as are customarily associated with the position of Group Chief Executive Officer of a publicly traded multinational corporation, as the Board may reasonably assign from time to time.

Executive shall devote substantially all of his business time, attention, skill, and best efforts to the faithful performance of his duties hereunder. Notwithstanding the foregoing, Executive shall be permitted, to the extent that such activities do not individually or in the aggregate materially interfere with the performance of his duties hereunder, to: (i) serve on the board of directors of up to for-profit entities that are not Competitors, (ii) engage in civic, charitable, educational, and philanthropic activities; and (iii) manage Executive's personal investments and financial affairs. For the avoidance of doubt, Executive's current service on the Board of Trustees of the Aspen Institute and the Advisory Board of the NYU Stern Center for Business and Human Rights shall be deemed approved by the Board as of the Start Date.

Section 3.4 — Principal Place of Employment

Executive's principal place of employment shall be the Company's offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022. The Company shall make available to Executive a private office and such secretarial, administrative, and support resources as are commensurate with Executive's position and duties.

In connection with his responsibilities as Group CEO of the Parent, Executive shall be expected to devote approximately eighty percent (80%) of his working time to duties based in the United States and approximately twenty percent (20%) of his working time to duties at or near the Parent's London headquarters at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom. The foregoing time allocation is an estimate and may vary from time to time based on business needs, subject to mutual agreement. Executive shall also be expected to travel domestically and internationally as reasonably necessary to fulfill his duties.

Section 3.5 — UK Service Agreement

Executive acknowledges and agrees that, in connection with his appointment as Group CEO of the Parent and his UK-based duties and Board membership, he will be asked to enter into a separate service agreement with the Parent (the "UK Service Agreement"), to be governed by the laws of England and Wales. The terms of the UK Service Agreement shall be negotiated in good faith between Executive and the Parent with the advice of their respective counsel, and shall be coordinated with the terms of this Agreement such that the compensation, benefits, and other terms provided under the UK Service Agreement and this Agreement shall be complementary and shall not result in duplication of compensation or benefits. Moorfield Bates LLP is advising the Parent on the UK Service Agreement.

Executive acknowledges that, to the extent applicable to the Parent's regulated telecommunications licenses in the United Kingdom, he may be subject to the requirements of the Financial Conduct Authority's Senior Managers & Certification Regime (SM&CR) or any successor regulatory framework, and Executive agrees to comply with such requirements and to obtain any necessary regulatory approvals or certifications in connection therewith.

ARTICLE 4 — BASE SALARY

Section 4.1 — Initial Base Salary

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

The Parties acknowledge that the Base Salary represents an increase from Executive's current base salary of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) per annum at Marlowe Asset Management Digital Holdings, Inc., reflecting Executive's enhanced responsibilities and the scope of the Group CEO role.

Section 4.2 — Annual Review

The Remuneration Committee shall review Executive's Base Salary at least annually, with the first such review to be conducted no later than twelve (12) months following the Start Date. The Remuneration Committee

Executive's Base Salary shall not be decreased below One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) per annum without Executive's prior written consent; Any increase in the Base Salary shall establish a new minimum Base Salary for purposes of this Section 4.2.

ARTICLE 5 — INCENTIVE COMPENSATION, EQUITY AWARDS, AND BENEFITS

Section 5.1 — Annual Incentive (Bonus)

(a) Target Annual Incentive. For each fiscal year during the Term, Executive shall be eligible to receive an annual performance-based incentive bonus (the "Annual Incentive") with a target award opportunity equal to one hundred seventy-five percent (175%) of Executive's then-current Base Salary (the "Target Annual Incentive"). Based on the initial Base Salary of $1,750,000, the Target Annual Incentive is Three Million Sixty-Two Thousand Five Hundred Dollars ($3,062,500) per annum.

(b) Maximum Annual Incentive. The maximum Annual Incentive for any fiscal year shall not exceed three hundred percent (300%) of Executive's then-current Base Salary. Based on the initial Base Salary of $1,750,000, the maximum Annual Incentive is Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) per annum.

(c) Performance Metrics. The performance metrics, weighting, goals, and other terms applicable to each Annual Incentive shall be established by the Remuneration Committee in consultation with Executive, within the first ninety (90) days of each fiscal year (or, for the first fiscal year, within ninety (90) days of the Start Date). The performance metrics shall be based on a balanced mix of financial objectives (which may include, without limitation, revenue, EBITDA, total shareholder return, earnings per share, and cash flow metrics) and strategic objectives (which may include, without limitation, customer growth, market expansion, technology development, talent management, and environmental, social, and governance targets), with such weighting as the Remuneration Committee shall determine in its discretion.

(d) Pro-Ration for Partial Year. The Annual Incentive for the first partial fiscal year of employment (if the Start Date occurs other than at the beginning of the Parent's fiscal year) shall be

(e) Payment Timing. The Annual Incentive, if earned, shall be paid within seventy-five (75) days following the end of the applicable fiscal year, at the same time as annual incentive payments are made to other senior executives of the Parent. Payment of the Annual Incentive shall be subject to Executive's continued employment with the Company through the date on which the Annual Incentive is paid, except as otherwise provided in Article 6 (Termination) or Article 7 (Change in Control).

(f) Determination. The amount of the Annual Incentive, if any, earned by Executive for any fiscal year shall be determined by the Remuneration Committee in its reasonable discretion, based on its assessment of Executive's achievement of the applicable performance metrics. The Remuneration Committee's determination shall be final, binding, and conclusive on all parties.

Section 5.2 — Sign-On Cash Bonus (Make-Whole)

(a) Amount and Payment. In consideration of Executive's decision to leave his current position at Marlowe Asset Management Digital Holdings, Inc. and to partially compensate Executive for compensation that Executive will forfeit in connection with his departure from Marlowe Asset Management Digital Holdings, Inc., the Company shall pay Executive a one-time sign-on cash bonus in the amount of Five Million Dollars ($5,000,000) (the "Sign-On Cash Bonus"), payable as a lump sum within thirty (30) days following the Start Date, subject to applicable withholding and deductions.

(b) Make-Whole Purpose. The Parties acknowledge that the Sign-On Cash Bonus is intended to serve as a partial make-whole for compensation that Executive will forfeit in connection with his departure from Marlowe Asset Management Digital Holdings, Inc. Executive has represented that the estimated aggregate value of unvested equity awards and other compensation that he will forfeit upon termination of his employment with Marlowe Asset Management Digital Holdings, Inc. is approximately Twenty-Three Million Four Hundred Thousand Dollars ($23,400,000). The aggregate value of the Sign-On Cash Bonus ($5,000,000) and the sign-on equity grants described in Section 5.3 ($18,400,000) is Twenty-Three Million Four Hundred Thousand Dollars ($23,400,000), which is intended to approximate the value of Executive's forfeited Pemberton Investors. The equity shortfall between the forfeited Marlowe Asset Management equity and the sign-on equity grants is Five Million Dollars ($5,000,000), which is addressed by this Sign-On Cash Bonus.

(c) Clawback. The Sign-On Cash Bonus shall be subject to a twenty-four (24)-month repayment obligation. If Executive voluntarily resigns his employment with the Company without Good Reason prior to the second (2nd) anniversary of the Start Date, Executive shall repay to the Company a pro-rated portion of the Sign-On Cash Bonus, calculated as follows: the gross amount of the Sign-On Cash Bonus ($5,000,000), multiplied by a fraction, the numerator of which is the number of full calendar months remaining from the date of Executive's resignation through the second anniversary of the Start Date, and the denominator of which is twenty-four (24). For purposes of this Section 5.2(c), one twenty-fourth (1/24th) of the Sign-On Cash Bonus shall be forgiven for each completed full calendar month of employment following the Start Date. Executive agrees that the Company may, to the extent permitted by applicable law, offset any repayment obligation under this Section 5.2(c) against any amounts otherwise payable to Executive by the Company, and Executive shall pay any remaining balance within thirty (30) days following the date of his resignation.

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

Section 5.3(a) — Sign-On RSU Grant. On or promptly following the Start Date (and in no event later than thirty (30) days following the Start Date), the Company shall cause the Parent to grant to Executive restricted stock units (the "Sign-On RSUs") with an aggregate grant-date fair market value of Twelve Million Dollars ($12,000,000), determined based on the closing price of the Parent's ordinary shares on the London Stock Exchange (or, if applicable, the closing price of ADRs on the NYSE) on the date of grant. The Sign-On RSUs shall vest in three (3) equal annual installments, with one-third (1/3) of the Sign-On RSUs vesting on each of the first, second, and third anniversaries of the Start Date, subject to Executive's continued employment through each such vesting date (except as otherwise provided in Article 6 or Article 7). Upon vesting, the Sign-On RSUs shall be settled in ordinary shares of the Parent or, at Executive's election, in ADRs. The Sign-On RSUs shall be subject to the terms and conditions of the Equity Plan and an individual award agreement to be executed by Executive and the Parent in connection with such grant.

Section 5.3(b) — Sign-On PSU Grant. On or promptly following the Start Date (and in no event later than thirty (30) days following the Start Date), the Company shall cause the Parent to grant to Executive performance share units (the "Sign-On PSUs") with an aggregate grant-date target fair market value of Six Million Four Hundred Thousand Dollars ($6,400,000), determined based on the closing price of the Parent's ordinary shares on the London Stock Exchange (or, if applicable, the closing price of ADRs on the NYSE) on the date of grant. The Sign-On PSUs shall cliff vest at the end of three (3) years from the Start Date, subject to (i) Executive's continued employment through such vesting date (except as otherwise provided in Article 6 or Article 7), and (ii) the achievement of performance hurdles established by the Remuneration Committee based on (A) relative total shareholder return ("TSR") measured against a peer group to be determined by the Remuneration Committee, and (B) consolidated revenue growth targets, in each case over the three (3)-year performance period. The payout range for the Sign-On PSUs shall be zero percent (0%) to of the target number of PSUs, depending on the level of performance achievement. Upon vesting, the Sign-On PSUs shall be settled in ordinary shares of the Parent or, at Executive's election, in ADRs. The Sign-On PSUs shall be subject to the terms and conditions of the Equity Plan and an individual award agreement to be executed by Executive and the Parent.

Section 5.3(c) — Total Sign-On Equity. The total aggregate grant-date target value of the sign-on equity awards described in Sections 5.3(a) and 5.3(b) is Eighteen Million Four Hundred Thousand Dollars ($18,400,000), comprised of $12,000,000 in Sign-On RSUs and $6,400,000 in Sign-On PSUs. For reference purposes, based on the closing price of NTP ADRs of $15.87 per ADR as of June 4, 2024, the total sign-on equity represents approximately 1,159,546 shares or ADRs at target (subject to adjustment based on the actual grant-date share price). All sign-on equity awards shall be granted under the Equity Plan. The Parties acknowledge that, as of the date of this Agreement, the Equity Plan has approximately 14,200,000 shares remaining in the authorized share pool available for issuance.

Section 5.4 — Annual Long-Term Incentive (LTI) Awards

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

(b) Award Mix. The Annual LTI Awards shall be allocated as follows: (i) sixty percent (60%) in PSUs (target value of $5,400,000), and (ii) forty percent (40%) in RSUs (target value of $3,600,000).

(c) RSU Vesting. Annual LTI RSUs shall vest in three (3) equal annual installments, with one-third (1/3) vesting on each of the first, second, and third anniversaries of the date of grant, subject to Executive's continued employment through each such vesting date (except as otherwise provided in Article 6 or Article 7).

(d) PSU Vesting and Performance Conditions. Annual LTI PSUs shall cliff vest at the end of a three (3)-year performance period commencing on the date of grant, subject to (i) Executive's continued employment through the vesting date (except as otherwise provided in Article 6 or Article 7), and (ii) achievement of performance conditions established annually by the Remuneration Committee. The payout range for Annual LTI PSUs shall be zero percent (0%) to of the target number of PSUs, depending on performance achievement.

(e) Timing of First Grant. The first Annual LTI Award shall be granted at the same time as annual long-term incentive grants are made to other senior executives of the Parent in the ordinary course; provided that, in no event shall the first Annual LTI Award be granted later than ninety (90) days following the Start Date.

(f) Combined First-Year Equity. The Parties acknowledge that the combined aggregate target value of the sign-on equity awards (Section 5.3) and the first-year Annual LTI Awards is $18,400,000 plus $9,000,000, or Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000). Based on the reference ADR price of $15.87 per share, such combined equity represents approximately 1,726,529 shares, or approximately 0.25% of the Parent's approximately 699 million ordinary shares outstanding.

(g) Annual Review. The Remuneration Committee may review the Annual LTI target annually and may, in its discretion, increase the target value of Annual LTI Awards. Any reduction in the Annual LTI target below Nine Million Dollars ($9,000,000) shall constitute Good Reason for purposes of this Agreement.

(h) Terms and Conditions. All Annual LTI Awards shall be subject to the terms and conditions of the Equity Plan and individual award agreements to be executed by Executive and the Parent in connection with each grant.

Section 5.5 — Equity Plan and Award Agreements

(a) Governing Documents. All equity awards granted to Executive under this Agreement shall be governed by the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan and individual award agreements entered into between Executive and the Parent in connection with each grant. Each such award agreement shall be consistent with the applicable terms of this Agreement, including the vesting schedules, performance conditions, and termination and change-in-control provisions described herein.

(b) Conflict. In the event of any conflict between the terms of this Agreement and the terms of the Equity Plan

(c) Accounting Treatment. The Parties acknowledge that, based on preliminary analysis by Galloway & Partners, the Sign-On RSU grants are expected to create approximately Four Million Dollars ($4,000,000) per year of compensation expense over the three (3)-year vesting period under ASC 718 (US GAAP) and IFRS 2 (International Financial Reporting Standards), and the Sign-On PSU grants are expected to be expensed over the three (3)-year performance period at their grant-date fair value in accordance with the same accounting standards. The foregoing accounting estimates are provided for informational purposes only and are subject to change based on actual grant-date valuations and applicable accounting standards.

Section 5.6 — Clawback

All incentive compensation and equity awards (including, without limitation, the Annual Incentive, Sign-On Cash Bonus, Sign-On RSUs, Sign-On PSUs, and Annual LTI Awards) granted or paid to Executive pursuant to this Agreement shall be subject to any clawback, recoupment, or forfeiture policy of the Parent as in effect from time to time, including without limitation any such policy adopted or amended to comply with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated by the Securities and Exchange Commission, the applicable listing standards of the New York Stock Exchange and the London Stock Exchange, the UK Corporate Governance Code, and the listing rules and requirements of the Financial Conduct Authority. Executive acknowledges and agrees that the Company and the Parent shall have the right to require the return, repayment, or forfeiture of any incentive compensation or equity awards to the extent required by any such policy or by applicable law.

Section 5.7 — Retirement and Savings Benefits

Section 5.7(a) — 401(k) Plan. Executive shall be eligible to participate in the Company's tax-qualified defined contribution retirement plan (the "401(k) Plan") on the same terms and conditions as are generally available to other similarly situated employees of the Company, subject to the eligibility requirements and limitations of such plan. The Company shall provide an employer matching contribution to the 401(k) Plan on behalf of Executive equal to six percent (6%) of Executive's eligible compensation, subject to applicable limits imposed by the Code on contributions to tax-qualified plans and on the amount of compensation that may be taken into account under such plans. The Parties acknowledge that, while Executive's Base Salary is $1,750,000, the employer matching contribution will be limited by the applicable Code Section 401(a)(17) compensation limit (currently $345,000 for 2024), the Code Section 415 annual additions limit, and other applicable plan and regulatory limits.

Section 5.7(b) — Supplemental Executive Retirement Plan (SERP). In addition to the 401(k) Plan, the Company shall make an annual supplemental executive retirement contribution of Two Hundred Fifty Thousand Dollars ($250,000) per year on behalf of Executive to a nonqualified deferred compensation arrangement designated by the Company (the "SERP"). The first SERP contribution shall be made with respect to the first full calendar year of Executive's employment, and subsequent SERP contributions shall be made with respect to each calendar year thereafter during the Term. SERP contributions shall vest The SERP shall be designed and administered in compliance with Section 409A of the Code. The terms of the SERP, including investment options and distribution elections, shall be set forth in a separate plan document or participation agreement to be provided to Executive.

Section 5.8 — Employee Benefits

During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements maintained by the Company or the Parent for the benefit of senior executives of the Company generally, including without limitation medical, dental, vision, health savings account, flexible spending account, life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, employee assistance, and other welfare benefit plans, on terms no less favorable than those provided to other senior executives of the Company. The Company reserves the right to amend, modify, or terminate any such benefit plan, program, or arrangement in its discretion, provided that any such amendment, modification, or termination shall apply to all similarly situated senior executives on a non-discriminatory basis.

Section 5.9 — Perquisites

During the Term, Executive shall be entitled to the following perquisites and benefits, in addition to those described elsewhere in this Article 5:

(a) Car Allowance. An annual car allowance of Twenty-Five Thousand Dollars ($25,000), payable in equal installments in accordance with the Company's standard payroll practices.

(b) Executive Health Program. The Company shall provide Executive with access to a comprehensive annual executive physical and wellness program at a facility and with providers approved by the Company, at the Company's expense.

(c) Supplemental Life Insurance. The Company shall provide, at its expense, supplemental life insurance coverage for Executive in the amount of Two Million Dollars ($2,000,000), with beneficiaries designated by Executive. Such supplemental life insurance shall be in addition to any group life insurance coverage available to Executive under the Company's employee benefit plans.

(d) Financial and Tax Planning. The Company shall reimburse Executive for reasonable expenses incurred for financial planning, tax planning, and estate planning services, up to a maximum of Thirty-Five Thousand Dollars ($35,000) per calendar year. Reimbursement shall be made upon submission of appropriate documentation in accordance with the Company's expense reimbursement policies.

(e) Tax Equalization. In recognition of Executive's obligation to devote approximately twenty percent (20%) of his working time to duties in the United Kingdom, the Company shall provide Executive with a tax equalization arrangement such that Executive is not disadvantaged, on an after-tax basis, relative to Executive's hypothetical tax position as a US-only taxpayer by reason of any UK-source income or UK tax liabilities arising from Executive's UK-based duties. The Company shall engage a tax advisory firm to prepare all tax equalization calculations and to prepare or assist with the preparation of Executive's UK tax filings. The Company shall bear the costs of any incremental taxes, social security contributions, and tax advisory fees arising from Executive's UK-based duties. The US-UK Totalization Agreement (the Agreement between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation with Respect to Social Security Taxes, effective January 1, 1985, as amended) shall apply to Executive's social security obligations, and Executive shall cooperate in obtaining any applicable certificates of coverage.

Section 5.10 — Business Expenses

The Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his duties hereunder, in accordance with the Company's expense reimbursement policies as in effect from time to time. Without limiting the foregoing, Executive shall be entitled to (i) business-class air travel for domestic flights and business-class air travel for international flights of six (6) hours or less duration, or first-class air travel for international flights exceeding six (6) hours in duration; (ii) hotel accommodations in London at a standard commensurate with Executive's position during Executive's work periods in the United Kingdom; and (iii) such other business travel and entertainment expenses as are reasonable and customary for an executive of Executive's position and responsibilities. All expense reimbursements shall be subject to the submission of appropriate documentation and receipts.

Section 5.11 — Vacation and Paid Time Off

Executive shall be entitled to no fewer than five (5) weeks (twenty-five (25) business days) of paid vacation per calendar year, in addition to all Company-observed holidays. Vacation shall be taken at such times as are reasonably consistent with Executive's duties and responsibilities and the needs of the business. Accrual, carry-over, and forfeiture of unused vacation days shall be governed by the Company's vacation policies as in effect from time to time, provided that Executive shall not be required to forfeit any accrued vacation during the first three (3) years of employment. For the first partial calendar year of employment, vacation shall be pro-rated.

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

Section 6.1 — Termination by the Company for Cause

(a) The Company may terminate Executive's employment for Cause at any time, upon written notice to Executive specifying in reasonable detail the grounds for such termination, subject to the notice and cure provisions set forth in the definition of "Cause" in Section 1.1(f) of this Agreement. The effective Date of Termination shall be the date specified in the Company's notice of termination (which date shall be no earlier than the expiration of the cure period, if applicable, unless Executive has failed to undertake any cure efforts during such period).

(b) Compensation upon Termination for Cause. If Executive's employment is terminated by the Company for Cause, Executive shall be entitled to receive the Accrued Obligations, and no other compensation, severance, or benefits. Without limiting the foregoing, upon a termination for Cause: (i) Executive shall not be entitled to receive any Annual Incentive or pro-rata bonus for the fiscal year in which the Date of Termination occurs; (ii) all unvested equity awards (including unvested RSUs, PSUs, and any other equity-based awards) shall be immediately forfeited and cancelled without consideration; and (iii) Executive shall not be entitled to any severance payment or any continuation of benefits beyond the Date of Termination (except as required by law, including COBRA continuation coverage at Executive's sole expense).

Section 6.2 — Termination Due to Death

(a) Executive's employment shall terminate automatically upon Executive's death. The Date of Termination in such case shall be the date of Executive's death.

(b) Compensation upon Death. In the event of Executive's death, Executive's estate, designated beneficiaries, or eligible dependents (as applicable) shall be entitled to receive the following:

(i) The Accrued Obligations;

(ii) A pro-rata Target Annual Incentive for the fiscal year in which Executive's death occurs, calculated by multiplying the Target Annual Incentive for such fiscal year by a fraction, the numerator of which is the number of days elapsed from the first day of such fiscal year through the date of Executive's death, and the denominator of which is the total number of days in such fiscal year, payable at the time annual incentive payments are made to other senior executives;

(iii) and

(iv) Continued medical, dental, and vision benefits for Executive's eligible dependents for a period of eighteen (18) months following the date of Executive's death, at the Company's expense, on the same terms as were in effect immediately prior to Executive's death (or, at the Company's election, equivalent benefits through a COBRA subsidy or alternative arrangement). If such continued benefits are not permissible under the Company's group plans, the Company shall pay Executive's dependents a cash amount equal to the after-tax cost of obtaining equivalent coverage.

Section 6.3 — Termination Due to Disability

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

(b) Compensation upon Disability. In the event of Executive's termination due to Disability, Executive shall be entitled to receive the same compensation and benefits as set forth in Section 6.2(b) applicable upon Executive's death (including the Accrued Obligations, pro-rata Target Annual Incentive, and continued benefits for Executive and his eligible dependents for eighteen (18) months), plus any benefits to which Executive may be entitled under the Company's short-term and long-term disability plans and any other benefit plans of the Company in accordance with the terms of such plans.

Section 6.4 — Termination by the Company Without Cause or by Executive for Good Reason (Non-CIC)

If Executive's employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, and such termination does not occur during the CIC Protection Period (as defined in Section 7.2), Executive shall be entitled to receive the following compensation and benefits, subject to Executive's execution and non-revocation of the Release in accordance with Section 6.7:

(a) Cash Severance. A lump-sum cash payment equal to times the sum of (i) Executive's then-current Base Salary, and (ii) Executive's Target Annual Incentive, calculated as follows: Such cash severance payment shall be payable within sixty (60) days following the Date of Termination, subject to the Release requirement set forth in Section 6.7 and the Section 409A compliance provisions set forth in Article 10.

(b) Pro-Rata Bonus. A pro-rata Annual Incentive for the fiscal year in which the Date of Termination occurs, calculated by multiplying the by a fraction, the numerator of which is the number of days elapsed from the first day of such fiscal year through the Date of Termination, and the denominator of which is the total number of days in such fiscal year. The pro-rata bonus shall be payable at the time annual incentive payments are made to other senior executives of the Parent for such fiscal year, but in no event later than the end of the short-term deferral period under Treasury Regulation § 1.409A-1(b)(4).

(c) Equity Acceleration. The following accelerated vesting treatment shall apply to Executive's outstanding equity awards:

(i) RSUs. All

(ii) PSUs. All

(d) COBRA Continuation. The Company shall pay or reimburse Executive (and Executive's eligible dependents) for the cost of COBRA continuation coverage under the Company's group health plans for a period of months following the Date of Termination, or, if shorter, until Executive becomes eligible for substantially comparable group health coverage through a subsequent employer. If the Company determines that providing such COBRA subsidy would violate applicable law (including Section 105(h) of the Code), the Company shall instead pay Executive a monthly cash amount equal to the applicable COBRA premium for such period, which amount shall be taxable income to Executive.

(e) Outplacement. The Company shall provide Executive with executive outplacement services through a provider selected by the Company, at the Company's expense, for a period of up to twelve (12) months following the Date of Termination, with a maximum aggregate cost to the Company of Fifty Thousand Dollars ($50,000).

Section 6.5 — Voluntary Resignation Without Good Reason

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

(b) Compensation. If Executive voluntarily resigns without Good Reason, Executive shall be entitled to receive the Accrued Obligations, and no other compensation, severance, or benefits. Without limiting the foregoing: (i) Executive shall not be entitled to any Annual Incentive or pro-rata bonus for the fiscal year in which the Date of Termination occurs; (ii) all unvested equity awards shall be forfeited and cancelled without consideration as of the Date of Termination, subject to any vesting that occurs during a Garden Leave Period under Section 9.6; and (iii) the clawback provisions of Section 5.2(c) shall apply to the Sign-On Cash Bonus if such resignation occurs prior to the second anniversary of the Start Date.

Section 6.6 — Non-Renewal

(a) Non-Renewal by the Company. If the Company provides notice of non-renewal of this Agreement in accordance with Section 2.4, and such non-renewal is not accompanied by or attributable to a termination for Cause or Disability, the non-renewal and resulting termination of Executive's employment upon the expiration of the then-current Term shall be treated as a termination by the Company without Cause under Section 6.4, and Executive shall be entitled to receive the compensation and benefits specified in Section 6.4, subject to the Release requirement.

(b) Non-Renewal by Executive. If Executive provides notice of non-renewal of this Agreement in accordance with Section 2.4, the non-renewal and resulting termination of Executive's employment upon the expiration of the then-current Term shall be treated as a voluntary resignation by Executive without Good Reason under Section 6.5, and Executive shall be entitled to receive the Accrued Obligations only.

Section 6.7 — Release Requirement

(a) Payment of any cash severance, pro-rata bonus, equity acceleration, COBRA continuation benefits, outplacement services, or other termination benefits under Section 6.4 (or Section 7.3) that are conditioned upon Executive's termination of employment shall be contingent upon Executive's execution and non-revocation of a general release of claims in substantially the form attached hereto as Exhibit A (the "Release"). Executive must execute the Release within the time period specified therein, which shall be no later than sixty (60) days following the Date of Termination. The Release shall include a seven (7)-day revocation period as required by the Age Discrimination in Employment Act, and shall not become effective until the expiration of such revocation period without revocation.

(b) If the sixty (60)-day period following the Date of Termination spans two (2) calendar years, any cash severance payment that constitutes "nonqualified deferred compensation" under Section 409A of the Code shall be made in the second calendar year, regardless of when Executive executes the Release, to the extent necessary to comply with Sect

PRIVILEGED AND CONFIDENTIAL — FOR NEGOTIATION PURPOSES ONLY
EXECUTIVE EMPLOYMENT AGREEMENT
Draft 2 — August 12, 2024
Prepared by Calderwood & Harkness LLP
Matter Reference: 1022-00004
PRIVILEGED AND CONFIDENTIAL — FOR NEGOTIATION PURPOSES ONLY. This draft is prepared for purposes of negotiation and does not constitute a binding offer or agreement. All terms remain subject to further negotiation and the execution of a definitive agreement by all parties.
This Executive Employment Agreement (this "Agreement") is entered into as of ____, 2024 (the "Effective Date"), by and between:
NORTHGATE TELECOMMUNICATIONS US, INC., a corporation organized and existing under the laws of the State of Delaware, with its principal offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022 (the "Company"), a wholly-owned subsidiary of NORTHGATE TELECOMMUNICATIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number 07381264), with registered offices at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom ("Parent" or "NTP"),
and
MARCUS ELLIOT HARDING, an individual residing at 14 Gramercy Park South, Apt. 12A, New York, NY 10003 (the "Executive").
The Company and Executive are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a wholly-owned subsidiary of Northgate Telecommunications PLC, a public limited company listed on the London Stock Exchange (LON: NTP) and cross-listed on the New York Stock Exchange via American Depositary Receipts (NYSE: NTPC), with its principal United States offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022;
WHEREAS, the Parent is a global telecommunications and software/SaaS company with approximately 22,500 employees worldwide, annual revenues of approximately £4.26 billion (approximately $5.43 billion) for fiscal year ended December 31, 2023, and a market capitalization of approximately £8.7 billion (approximately $11.1 billion) as of the date hereof;
WHEREAS, Sir Alistair Kemble, the current Chief Executive Officer of the Parent, has announced his retirement effective December 31, 2024, following eleven years of distinguished service in such capacity;
WHEREAS, following a comprehensive executive search process conducted by Kensington Partners Ltd., the Board of Directors of the Parent (the "Board"), upon the recommendation of the Nomination Committee chaired by Lucinda Farrow, has selected Executive as its preferred candidate to serve as the next Chief Executive Officer of the Parent and the Company;
WHEREAS, Executive currently serves as President and Chief Operating Officer of Marlowe Asset Management Digital Holdings, Inc. (NYSE: VDHI), a Delaware corporation headquartered at 200 Technology Way, Suite 4000, San Jose, CA 95110, and, in connection with his departure from Marlowe Asset Management Digital Holdings, will forfeit certain unvested equity awards and other compensation arrangements  
WHEREAS, the Remuneration Committee of the Board (the "Remuneration Committee"), chaired by Geoffrey Stanton, Lead Independent Director, with the independent advice of Whitmore Hobson LLP as independent compensation  
WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment with the Company, upon and subject to the terms and conditions set forth herein; 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 by each of the Parties, the Parties hereby agree as follows:
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ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings ascribed to them below. Any capitalized term used but not defined in this Section 1.1 shall have the meaning given to it elsewhere in this Agreement.
(a) "Accrued Obligations" means, as of the Date of Termination: (i) earned but unpaid Base Salary through the Date of Termination; (ii) accrued but unused vacation or paid time off in accordance with the Company's applicable policies; (iii) unreimbursed business expenses incurred by Executive prior to the Date of Termination that are reimbursable under the Company's expense reimbursement policies and for which Executive has submitted appropriate documentation in accordance with such policies; and (iv) any vested benefits to which Executive is entitled under any employee benefit plan of the Company or its Affiliates, payable in accordance with the terms of such plans.
(b) "ADR" means an American Depositary Receipt issued by a depositary bank in respect of ordinary shares of the Parent, with each ADR representing one (1) ordinary share of the Parent.
(c) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, the Company or the Parent. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
(d) "Base Amount" has the meaning ascribed to such term in Section 280G(b)(3) of the Code. For purposes of this Agreement, Executive's Base Amount has been determined by reference to Executive's average annualized includible compensation from Marlowe Asset Management Digital Holdings, Inc. for the five (5) taxable years ending before the date on which a Change in Control occurs, estimated at Seven Million Eight Hundred Forty Thousand Dollars ($7,840,000) based on W-2 compensation for the 2019 through 2023 taxable years.
(e) "Board" means the Board of Directors of Northgate Telecommunications PLC.
(f) "Cause" means the occurrence of any one or more of the following events:
(i) Executive's willful and material breach of any material provision of this Agreement;
(ii) Executive's conviction of, or plea of guilty or nolo contendere to, (A) a felony under the laws of the United States or any state thereof, or any comparable offense under the laws of any foreign jurisdiction, or (B) any crime involving moral turpitude, dishonesty, fraud, or breach of trust;
(iii) Executive's willful misconduct or gross negligence in the performance of his duties hereunder that is   to the Company, the Parent, or any of their Affiliates, whether financially, reputationally, or otherwise;
(iv) Executive's commission of fraud, embezzlement, misappropriation of funds or property, or material dishonesty in connection with his employment or the business of the Company, the Parent, or any of their Affiliates;
(v) Executive's material violation of the written policies of the Company or the Parent that are applicable to senior executives generally, including without limitation policies relating to anti-corruption, anti-bribery, insider trading, workplace conduct, and data protection, in each case as in effect from time to time and of which Executive has been given written notice or reasonable access; or
(vi) Executive's willful failure or refusal to cooperate with a bona fide internal investigation conducted by or at the direction of the Board, the Audit Committee of the Board, or any regulatory or law enforcement authority, provided that such investigation is not frivolous and Executive has been given written notice of his obligation to cooperate.
Notwithstanding the foregoing, no termination of Executive's employment shall be deemed to be for "Cause" unless (A) the Company has provided Executive with written notice specifying in reasonable detail the conduct alleged to constitute Cause, (B) Executive has been given a period of not less than   following delivery of such notice to cure such conduct (to the extent that such conduct is reasonably capable of cure), and (C) a   of the members of the Board (excluding Executive, if Executive is then serving as a member of the Board) determines in good faith, after considering any cure efforts undertaken by Executive, that the conduct specified in such notice constitutes Cause under this Agreement. For purposes of this definition, no act or omission by Executive shall be considered "willful" unless done or omitted in bad faith or without reasonable belief that Executive's act or omission was in the best interests of the Company and the Parent.
(g) "Change in Control" means the occurrence of any one or more of the following events:
(i) Acquisition Trigger. Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the 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 the Parent in a transaction approved by the Board, (B) any acquisition by the Parent or any of its wholly-owned subsidiaries, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent or any of its subsidiaries, or (D) any acquisition by any entity pursuant to a transaction described in clause (ii) below that does not itself constitute a Change in Control;
(ii) Merger/Consolidation Trigger. The consummation of a merger, consolidation, statutory share exchange, scheme of arrangement, or similar business combination involving the Parent (a "Business Combination"), unless, immediately following such Business Combination, the shareholders of the Parent immediately prior to such Business Combination hold, directly or indirectly, at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent governing body) of the entity surviving or resulting from such Business Combination (or the ultimate parent entity thereof); or
(iii) Asset Sale Trigger. The sale, transfer, or other disposition of all or substantially all of the assets of the Parent and its subsidiaries, taken as a whole, to any person, entity, or group (as defined above) other than to an Affiliate of the Parent.
Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred solely by reason of any initial public offering or registered sale of securities by the Parent or its shareholders, any internal reorganization or restructuring among the Parent and its Affiliates, or any transaction that does not result in a fundamental change in the ultimate ownership or control of the Parent.
(h) "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any successor statute thereto.
(i) "Code" means the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.
(j) "Company" means Northgate Telecommunications US, Inc., a corporation organized and existing under the laws of the State of Delaware, including any successor thereto.
(k) "Competitor" means any entity  
(l) "Confidential Information" means all non-public information, whether in written, oral, electronic, or other form, relating to the business, operations, finances, technology, products, services, customers, suppliers, employees, or affairs of the Company, the Parent, or their Affiliates, including without limitation: (i) trade secrets, inventions, discoveries, know-how, processes, formulas, designs, algorithms, software code, and technical specifications; (ii) proprietary business information, strategic plans, business plans, market analyses, competitive intelligence, pricing strategies, and financial models; (iii) customer data, customer lists, customer contracts, customer relationship information, and prospective customer information; (iv) financial information, including revenue data, cost structures, budgets, projections, and non-public financial results; (v) technology, product development plans, product roadmaps, engineering data, and research and development activities; (vi) employee data, compensation information, organizational charts, and succession plans; (vii) information regarding mergers, acquisitions, divestitures, joint ventures, strategic alliances, and other corporate transactions, whether pending or contemplated; and (viii) any other non-public information that derives economic value from not being generally known to the public or to competitors.
(m) "Date of Termination" means the effective date of Executive's termination of employment with the Company, as determined in accordance with the applicable provisions of Article 6 or Article 7 of this Agreement.
(n) "Disability" means Executive's inability, by reason of physical or mental impairment, to perform the essential functions of his position, with or without reasonable accommodation, for (i) a period of one hundred eighty (180) consecutive calendar days, or (ii) an aggregate of two hundred seventy (270) calendar days in any twelve (12)-month period. The determination of Disability shall be made by a physician who is licensed to practice medicine in the State of New York and who is board-certified in the relevant medical specialty, mutually agreed upon in good faith by the Company and Executive (or Executive's legal representative). If the Company and Executive (or Executive's legal representative) are unable to agree upon such physician within fifteen (15) days, each party shall select a physician meeting the foregoing criteria, and those two physicians shall select a third physician who shall make the determination.
(o) "EBITDA" means earnings before interest, taxes, depreciation, and amortization, as determined in accordance with International Financial Reporting Standards ("IFRS") or United States Generally Accepted Accounting Principles ("US GAAP"), as applicable and as consistently applied by the Parent in its consolidated financial statements.
(p) "Equity Plan" means the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(q) "Excise Tax" means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties related thereto.
(r) "Garden Leave Period" means the period described in Section 9.6 of this Agreement.
(s) "Good Reason" means the occurrence, without Executive's prior written consent, of any one or more of the following events:
(i) a material diminution in Executive's authority, duties, or responsibilities, including without limitation: (A) the failure to maintain Executive as the most senior executive officer of the Parent with direct reporting responsibility to the Board, (B) the appointment of any other executive officer of the Parent or any of its subsidiaries with authority, duties, or responsibilities that are superior to, or that materially diminish, those of Executive, or (C) a material change in Executive's reporting structure such that Executive no longer reports directly and exclusively to the Board;
(ii) a material diminution in Executive's Base Salary or Target Annual Incentive opportunity,  
(iii) the relocation of Executive's principal place of employment by more than thirty-five (35) miles from 600 Lexington Avenue, New York, NY 10022, without Executive's prior written consent, excluding (A) reasonable business travel consistent with Executive's position and duties, and (B) Executive's duties at the Parent's London headquarters as contemplated by Section 3.4;
(iv) any material breach by the Company or the Parent of any provision of this Agreement; 
(v) the failure of any successor to the Company or the Parent (whether by merger, consolidation, acquisition of all or substantially all assets, or otherwise) to assume this Agreement in accordance with Section 12.6. 
Notwithstanding the foregoing, Executive shall not have the right to terminate his employment for Good Reason unless: (A) Executive has provided the Company with written notice specifying in reasonable detail the event or condition alleged to constitute Good Reason within   of the initial occurrence of such event or condition; (B) the Company has been given a period of not less than thirty (30) days following delivery of such notice to cure such event or condition; and (C) if the Company fails to cure such event or condition within such thirty (30)-day period, Executive actually terminates his employment within thirty (30) days following the expiration of such cure period.
(t) "Initial Term" means the period commencing on the Start Date and ending on  
(u) "LTI" means long-term incentive awards, as described in Section 5.4 of this Agreement.
(v) "Non-CIC Severance Period" means a period of   months.
(w) "Parent" means Northgate Telecommunications PLC, a public limited company incorporated under the laws of England and Wales (registered number 07381264), with registered offices at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom, including any successor thereto.
(x) "Parachute Payment" has the meaning ascribed to such term in Section 280G(b)(2) of the Code.
(y) "Performance Share Unit" or "PSU" means a contingent right to receive ordinary shares of the Parent (or ADRs, at Executive's election) upon the achievement of specified performance metrics and satisfaction of any applicable service-based vesting conditions, granted under the Equity Plan.
(z) "Remuneration Committee" means the Remuneration Committee of the Board, currently chaired by Geoffrey Stanton, or any successor committee of the Board having responsibility for executive compensation matters.
(aa) "Renewal Term" means each successive one (1)-year period following the expiration of the Initial Term, as described in Section 2.4 of this Agreement.
(bb) "Restricted Period" means the period described in Section 9.1(a) of this Agreement.
(cc) "Restricted Stock Unit" or "RSU" means a right to receive ordinary shares of the Parent (or ADRs, at Executive's election) upon the satisfaction of time-based vesting conditions, granted under the Equity Plan.
(dd) "SERP" means the supplemental executive retirement plan contribution described in Section 5.7(b) of this Agreement.
(ee) "Start Date" means   or such other date as the Parties may mutually agree in writing.
(ff) "Target Annual Incentive" means one hundred seventy-five percent (175%) of Executive's then-current Base Salary.
(gg) "Territory" means  
ARTICLE 2 — EMPLOYMENT AND TERM
Section 2.1 — Employment
The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon and subject to the terms and conditions set forth in this Agreement. Executive's employment hereunder shall be subject to Executive's satisfactory completion of any background checks, reference verifications, and regulatory screenings required by the Company's policies and applicable law, and Executive's receipt of any regulatory approvals or clearances necessary for Executive to serve in the capacity described herein.
Section 2.2 — Start Date
Executive's employment hereunder shall commence on the Start Date. The anticipated Start Date is   Executive shall use commercially reasonable efforts to ensure that his transition from Marlowe Asset Management Digital Holdings, Inc. is completed on or before the Start Date, including by providing timely notice of resignation in accordance with the terms of his existing employment arrangements.
Section 2.3 — Initial Term
The initial term of Executive's employment under this Agreement (the "Initial Term") shall commence on the Start Date and shall continue through   unless earlier terminated in accordance with Article 6 or Article 7 of this Agreement. The Initial Term represents a period of five (5) years from the Start Date.
Section 2.4 — Renewal
Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least   prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. The term of this Agreement, as it may be extended by any Renewal Term(s), is referred to herein as the "Term."
Non-renewal by the Company (other than a non-renewal occurring simultaneously with or following a termination for Cause or due to Disability) shall be treated as a termination of Executive's employment by the Company without Cause for purposes of Article 6, and Executive shall be entitled to receive the severance compensation and benefits described in Section 6.4.
Non-renewal by Executive shall be treated as a voluntary resignation by Executive without Good Reason for purposes of Section 6.5.
Section 2.5 — At-Will Acknowledgment
Notwithstanding the fixed Term established by this Article 2, Executive's employment hereunder is "at will" and may be terminated by either Party at any time, for any reason or for no reason, subject to the applicable provisions of Article 6 (Termination of Employment) and Article 7 (Change in Control). Nothing in this Agreement shall be construed as conferring upon Executive any right to continued employment for any particular period of time, except that the termination of Executive's employment prior to the expiration of the Term shall have the consequences specified in Article 6 or Article 7, as applicable.
ARTICLE 3 — POSITION, DUTIES, AND REPORTING
Section 3.1 — Title and Position
Executive shall serve as Chief Executive Officer of Northgate Telecommunications PLC (the "Group CEO") and as the most senior executive officer of the   Executive shall hold such other titles and positions with the Parent, the Company, and their Affiliates as shall be reasonably determined by the Board from time to time, consistent with Executive's status as the most senior executive officer of the Parent and its subsidiaries.
In addition, Executive shall be nominated for election or appointment to serve as a member of the Board, in accordance with the Parent's Articles of Association and applicable law, and the Board shall use reasonable efforts to cause Executive's election or appointment to the Board as promptly as practicable following the Start Date. Executive shall serve on the Board without additional compensation. If Executive's employment is terminated for any reason, or if Executive resigns from his position as Group CEO, Executive shall, upon request of the Board, promptly resign from the Board and from any other positions held with the Company, the Parent, and their Affiliates, as provided in Section 6.8.
Section 3.2 — Reporting
Executive shall report directly and exclusively to the Board. As of the date of this Agreement, the Chair of the Board is Dame Philippa Thornton-Hale. No other officer, director, or employee of the Company, the Parent, or any of their Affiliates shall have supervisory authority over Executive. The Board shall not interpose any additional executive or management position between Executive and the Board.
Section 3.3 — Duties
Executive shall have overall responsibility for the management, direction, and strategic leadership of the business and affairs of the Parent and its subsidiaries on a global basis. Without limiting the generality of the foregoing, Executive shall: (a) develop and implement the strategic vision, plans, and objectives of the Parent and its subsidiaries; (b) oversee the day-to-day operations of the Parent and its subsidiaries; (c) manage and lead the senior executive team of the Parent and its subsidiaries; (d) represent the Parent in its relationships with shareholders, investors, customers, partners, regulators, and other stakeholders; and (e) perform such other duties and responsibilities as are customarily associated with the position of Group Chief Executive Officer of a publicly traded multinational corporation, as the Board may reasonably assign from time to time.
Executive shall devote substantially all of his business time, attention, skill, and best efforts to the faithful performance of his duties hereunder. Notwithstanding the foregoing, Executive shall be permitted, to the extent that such activities do not individually or in the aggregate materially interfere with the performance of his duties hereunder, to: (i) serve on the board of directors of up to   for-profit entities that are not Competitors,   (ii) engage in civic, charitable, educational, and philanthropic activities; and (iii) manage Executive's personal investments and financial affairs. For the avoidance of doubt, Executive's current service on the Board of Trustees of the Aspen Institute and the Advisory Board of the NYU Stern Center for Business and Human Rights shall be deemed approved by the Board as of the Start Date.
Section 3.4 — Principal Place of Employment
Executive's principal place of employment shall be the Company's offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022. The Company shall make available to Executive a private office and such secretarial, administrative, and support resources as are commensurate with Executive's position and duties.
In connection with his responsibilities as Group CEO of the Parent, Executive shall be expected to devote approximately eighty percent (80%) of his working time to duties based in the United States and approximately twenty percent (20%) of his working time to duties at or near the Parent's London headquarters at 45 Canary Wharf Tower, One Canada Square, London E14 5AB, United Kingdom. The foregoing time allocation is an estimate and may vary from time to time based on business needs, subject to mutual agreement. Executive shall also be expected to travel domestically and internationally as reasonably necessary to fulfill his duties.
Section 3.5 — UK Service Agreement
Executive acknowledges and agrees that, in connection with his appointment as Group CEO of the Parent and his UK-based duties and Board membership, he will be asked to enter into a separate service agreement with the Parent (the "UK Service Agreement"), to be governed by the laws of England and Wales. The terms of the UK Service Agreement shall be negotiated in good faith between Executive and the Parent with the advice of their respective counsel, and shall be coordinated with the terms of this Agreement such that the compensation, benefits, and other terms provided under the UK Service Agreement and this Agreement shall be complementary and shall not result in duplication of compensation or benefits. Moorfield Bates LLP is advising the Parent on the UK Service Agreement.
Executive acknowledges that, to the extent applicable to the Parent's regulated telecommunications licenses in the United Kingdom, he may be subject to the requirements of the Financial Conduct Authority's Senior Managers & Certification Regime (SM&CR) or any successor regulatory framework, and Executive agrees to comply with such requirements and to obtain any necessary regulatory approvals or certifications in connection therewith.
ARTICLE 4 — BASE SALARY
Section 4.1 — Initial Base Salary
The Company shall pay Executive an initial base salary at the annual rate of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Company's standard payroll practices as in effect from time to time, but in no event less frequently than semi-monthly. The Base Salary shall be subject to applicable withholding and deductions as required by law.
The Parties acknowledge that the Base Salary represents an increase from Executive's current base salary of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) per annum at Marlowe Asset Management Digital Holdings, Inc., reflecting Executive's enhanced responsibilities and the scope of the Group CEO role.
Section 4.2 — Annual Review
The Remuneration Committee shall review Executive's Base Salary at least annually, with the first such review to be conducted no later than twelve (12) months following the Start Date. The Remuneration Committee  
Executive's Base Salary shall not be decreased below One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) per annum without Executive's prior written consent;   Any increase in the Base Salary shall establish a new minimum Base Salary for purposes of this Section 4.2.
ARTICLE 5 — INCENTIVE COMPENSATION, EQUITY AWARDS, AND BENEFITS
Section 5.1 — Annual Incentive (Bonus)
(a) Target Annual Incentive. For each fiscal year during the Term, Executive shall be eligible to receive an annual performance-based incentive bonus (the "Annual Incentive") with a target award opportunity equal to one hundred seventy-five percent (175%) of Executive's then-current Base Salary (the "Target Annual Incentive"). Based on the initial Base Salary of $1,750,000, the Target Annual Incentive is Three Million Sixty-Two Thousand Five Hundred Dollars ($3,062,500) per annum.
(b) Maximum Annual Incentive. The maximum Annual Incentive for any fiscal year shall not exceed three hundred percent (300%) of Executive's then-current Base Salary. Based on the initial Base Salary of $1,750,000, the maximum Annual Incentive is Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) per annum.
(c) Performance Metrics. The performance metrics, weighting, goals, and other terms applicable to each Annual Incentive shall be established by the Remuneration Committee in consultation with Executive, within the first ninety (90) days of each fiscal year (or, for the first fiscal year, within ninety (90) days of the Start Date). The performance metrics shall be based on a balanced mix of financial objectives (which may include, without limitation, revenue, EBITDA, total shareholder return, earnings per share, and cash flow metrics) and strategic objectives (which may include, without limitation, customer growth, market expansion, technology development, talent management, and environmental, social, and governance targets), with such weighting as the Remuneration Committee shall determine in its discretion.
(d) Pro-Ration for Partial Year. The Annual Incentive for the first partial fiscal year of employment (if the Start Date occurs other than at the beginning of the Parent's fiscal year) shall be  
(e) Payment Timing. The Annual Incentive, if earned, shall be paid within seventy-five (75) days following the end of the applicable fiscal year, at the same time as annual incentive payments are made to other senior executives of the Parent. Payment of the Annual Incentive shall be subject to Executive's continued employment with the Company through the date on which the Annual Incentive is paid, except as otherwise provided in Article 6 (Termination) or Article 7 (Change in Control).
(f) Determination. The amount of the Annual Incentive, if any, earned by Executive for any fiscal year shall be determined by the Remuneration Committee in its reasonable discretion, based on its assessment of Executive's achievement of the applicable performance metrics. The Remuneration Committee's determination shall be final, binding, and conclusive on all parties.
Section 5.2 — Sign-On Cash Bonus (Make-Whole)
(a) Amount and Payment. In consideration of Executive's decision to leave his current position at Marlowe Asset Management Digital Holdings, Inc. and to partially compensate Executive for compensation that Executive will forfeit in connection with his departure from Marlowe Asset Management Digital Holdings, Inc., the Company shall pay Executive a one-time sign-on cash bonus in the amount of Five Million Dollars ($5,000,000) (the "Sign-On Cash Bonus"), payable as a lump sum within thirty (30) days following the Start Date, subject to applicable withholding and deductions.
(b) Make-Whole Purpose. The Parties acknowledge that the Sign-On Cash Bonus is intended to serve as a partial make-whole for compensation that Executive will forfeit in connection with his departure from Marlowe Asset Management Digital Holdings, Inc. Executive has represented that the estimated aggregate value of unvested equity awards and other compensation that he will forfeit upon termination of his employment with Marlowe Asset Management Digital Holdings, Inc. is approximately Twenty-Three Million Four Hundred Thousand Dollars ($23,400,000). The aggregate value of the Sign-On Cash Bonus ($5,000,000) and the sign-on equity grants described in Section 5.3 ($18,400,000) is Twenty-Three Million Four Hundred Thousand Dollars ($23,400,000), which is intended to approximate the value of Executive's forfeited Pemberton Investors. The equity shortfall between the forfeited Marlowe Asset Management equity and the sign-on equity grants is Five Million Dollars ($5,000,000), which is addressed by this Sign-On Cash Bonus.
(c) Clawback. The Sign-On Cash Bonus shall be subject to a twenty-four (24)-month repayment obligation. If Executive voluntarily resigns his employment with the Company without Good Reason prior to the second (2nd) anniversary of the Start Date, Executive shall repay to the Company a pro-rated portion of the Sign-On Cash Bonus, calculated as follows: the gross amount of the Sign-On Cash Bonus ($5,000,000), multiplied by a fraction, the numerator of which is the number of full calendar months remaining from the date of Executive's resignation through the second anniversary of the Start Date, and the denominator of which is twenty-four (24). For purposes of this Section 5.2(c), one twenty-fourth (1/24th) of the Sign-On Cash Bonus shall be forgiven for each completed full calendar month of employment following the Start Date.  Executive agrees that the Company may, to the extent permitted by applicable law, offset any repayment obligation under this Section 5.2(c) against any amounts otherwise payable to Executive by the Company, and Executive shall pay any remaining balance within thirty (30) days following the date of his resignation.
Section 5.3 — Sign-On Equity Grant (Make-Whole)
Section 5.3(a) — Sign-On RSU Grant.  On or promptly following the Start Date (and in no event later than thirty (30) days following the Start Date), the Company shall cause the Parent to grant to Executive restricted stock units (the "Sign-On RSUs") with an aggregate grant-date fair market value of Twelve Million Dollars ($12,000,000), determined based on the closing price of the Parent's ordinary shares on the London Stock Exchange (or, if applicable, the closing price of ADRs on the NYSE) on the date of grant. The Sign-On RSUs shall vest in three (3) equal annual installments, with one-third (1/3) of the Sign-On RSUs vesting on each of the first, second, and third anniversaries of the Start Date, subject to Executive's continued employment through each such vesting date (except as otherwise provided in Article 6 or Article 7). Upon vesting, the Sign-On RSUs shall be settled in ordinary shares of the Parent or, at Executive's election, in ADRs. The Sign-On RSUs shall be subject to the terms and conditions of the Equity Plan and an individual award agreement to be executed by Executive and the Parent in connection with such grant.
Section 5.3(b) — Sign-On PSU Grant.  On or promptly following the Start Date (and in no event later than thirty (30) days following the Start Date), the Company shall cause the Parent to grant to Executive performance share units (the "Sign-On PSUs") with an aggregate grant-date target fair market value of Six Million Four Hundred Thousand Dollars ($6,400,000), determined based on the closing price of the Parent's ordinary shares on the London Stock Exchange (or, if applicable, the closing price of ADRs on the NYSE) on the date of grant. The Sign-On PSUs shall cliff vest at the end of three (3) years from the Start Date, subject to (i) Executive's continued employment through such vesting date (except as otherwise provided in Article 6 or Article 7), and (ii) the achievement of performance hurdles established by the Remuneration Committee based on (A) relative total shareholder return ("TSR") measured against a peer group to be determined by the Remuneration Committee, and (B) consolidated revenue growth targets, in each case over the three (3)-year performance period. The payout range for the Sign-On PSUs shall be zero percent (0%) to   of the target number of PSUs, depending on the level of performance achievement. Upon vesting, the Sign-On PSUs shall be settled in ordinary shares of the Parent or, at Executive's election, in ADRs. The Sign-On PSUs shall be subject to the terms and conditions of the Equity Plan and an individual award agreement to be executed by Executive and the Parent.
Section 5.3(c) — Total Sign-On Equity.  The total aggregate grant-date target value of the sign-on equity awards described in Sections 5.3(a) and 5.3(b) is Eighteen Million Four Hundred Thousand Dollars ($18,400,000), comprised of $12,000,000 in Sign-On RSUs and $6,400,000 in Sign-On PSUs. For reference purposes, based on the closing price of NTP ADRs of $15.87 per ADR as of June 4, 2024, the total sign-on equity represents approximately 1,159,546 shares or ADRs at target (subject to adjustment based on the actual grant-date share price). All sign-on equity awards shall be granted under the Equity Plan. The Parties acknowledge that, as of the date of this Agreement, the Equity Plan has approximately 14,200,000 shares remaining in the authorized share pool available for issuance.
Section 5.4 — Annual Long-Term Incentive (LTI) Awards
(a) Annual LTI Target. For each fiscal year during the Term, beginning with the fiscal year that includes the Start Date, Executive shall be eligible to receive annual long-term incentive awards (the "Annual LTI Awards") with an aggregate target grant-date fair market value of Nine Million Dollars ($9,000,000) per year.
(b) Award Mix. The Annual LTI Awards shall be allocated as follows: (i) sixty percent (60%) in PSUs (target value of $5,400,000), and (ii) forty percent (40%) in RSUs (target value of $3,600,000).
(c) RSU Vesting. Annual LTI RSUs shall vest in three (3) equal annual installments, with one-third (1/3) vesting on each of the first, second, and third anniversaries of the date of grant, subject to Executive's continued employment through each such vesting date (except as otherwise provided in Article 6 or Article 7).
(d) PSU Vesting and Performance Conditions. Annual LTI PSUs shall cliff vest at the end of a three (3)-year performance period commencing on the date of grant, subject to (i) Executive's continued employment through the vesting date (except as otherwise provided in Article 6 or Article 7), and (ii) achievement of performance conditions established annually by the Remuneration Committee. The payout range for Annual LTI PSUs shall be zero percent (0%) to   of the target number of PSUs, depending on performance achievement.
(e) Timing of First Grant. The first Annual LTI Award shall be granted at the same time as annual long-term incentive grants are made to other senior executives of the Parent in the ordinary course; provided that, in no event shall the first Annual LTI Award be granted later than ninety (90) days following the Start Date.
(f) Combined First-Year Equity. The Parties acknowledge that the combined aggregate target value of the sign-on equity awards (Section 5.3) and the first-year Annual LTI Awards is $18,400,000 plus $9,000,000, or Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000). Based on the reference ADR price of $15.87 per share, such combined equity represents approximately 1,726,529 shares, or approximately 0.25% of the Parent's approximately 699 million ordinary shares outstanding.
(g) Annual Review. The Remuneration Committee may review the Annual LTI target annually and may, in its discretion, increase the target value of Annual LTI Awards. Any reduction in the Annual LTI target below Nine Million Dollars ($9,000,000)  shall constitute Good Reason for purposes of this Agreement.
(h) Terms and Conditions. All Annual LTI Awards shall be subject to the terms and conditions of the Equity Plan and individual award agreements to be executed by Executive and the Parent in connection with each grant.
Section 5.5 — Equity Plan and Award Agreements
(a) Governing Documents. All equity awards granted to Executive under this Agreement shall be governed by the Northgate Telecommunications PLC 2022 Omnibus Incentive Plan and individual award agreements entered into between Executive and the Parent in connection with each grant. Each such award agreement shall be consistent with the applicable terms of this Agreement, including the vesting schedules, performance conditions, and termination and change-in-control provisions described herein.
(b) Conflict. In the event of any conflict between the terms of this Agreement and the terms of the Equity Plan  
(c) Accounting Treatment. The Parties acknowledge that, based on preliminary analysis by Galloway & Partners, the Sign-On RSU grants are expected to create approximately Four Million Dollars ($4,000,000) per year of compensation expense over the three (3)-year vesting period under ASC 718 (US GAAP) and IFRS 2 (International Financial Reporting Standards), and the Sign-On PSU grants are expected to be expensed over the three (3)-year performance period at their grant-date fair value in accordance with the same accounting standards. The foregoing accounting estimates are provided for informational purposes only and are subject to change based on actual grant-date valuations and applicable accounting standards.
Section 5.6 — Clawback
All incentive compensation and equity awards (including, without limitation, the Annual Incentive, Sign-On Cash Bonus, Sign-On RSUs, Sign-On PSUs, and Annual LTI Awards) granted or paid to Executive pursuant to this Agreement shall be subject to any clawback, recoupment, or forfeiture policy of the Parent as in effect from time to time, including without limitation any such policy adopted or amended to comply with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated by the Securities and Exchange Commission, the applicable listing standards of the New York Stock Exchange and the London Stock Exchange, the UK Corporate Governance Code, and the listing rules and requirements of the Financial Conduct Authority. Executive acknowledges and agrees that the Company and the Parent shall have the right to require the return, repayment, or forfeiture of any incentive compensation or equity awards to the extent required by any such policy or by applicable law.
Section 5.7 — Retirement and Savings Benefits
Section 5.7(a) — 401(k) Plan.  Executive shall be eligible to participate in the Company's tax-qualified defined contribution retirement plan (the "401(k) Plan") on the same terms and conditions as are generally available to other similarly situated employees of the Company, subject to the eligibility requirements and limitations of such plan. The Company shall provide an employer matching contribution to the 401(k) Plan on behalf of Executive equal to six percent (6%) of Executive's eligible compensation, subject to applicable limits imposed by the Code on contributions to tax-qualified plans and on the amount of compensation that may be taken into account under such plans. The Parties acknowledge that, while Executive's Base Salary is $1,750,000, the employer matching contribution will be limited by the applicable Code Section 401(a)(17) compensation limit (currently $345,000 for 2024), the Code Section 415 annual additions limit, and other applicable plan and regulatory limits.
Section 5.7(b) — Supplemental Executive Retirement Plan (SERP).  In addition to the 401(k) Plan, the Company shall make an annual supplemental executive retirement contribution of Two Hundred Fifty Thousand Dollars ($250,000) per year on behalf of Executive to a nonqualified deferred compensation arrangement designated by the Company (the "SERP"). The first SERP contribution shall be made with respect to the first full calendar year of Executive's employment, and subsequent SERP contributions shall be made with respect to each calendar year thereafter during the Term. SERP contributions shall vest   The SERP shall be designed and administered in compliance with Section 409A of the Code. The terms of the SERP, including investment options and distribution elections, shall be set forth in a separate plan document or participation agreement to be provided to Executive.
Section 5.8 — Employee Benefits
During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements maintained by the Company or the Parent for the benefit of senior executives of the Company generally, including without limitation medical, dental, vision, health savings account, flexible spending account, life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, employee assistance, and other welfare benefit plans, on terms no less favorable than those provided to other senior executives of the Company. The Company reserves the right to amend, modify, or terminate any such benefit plan, program, or arrangement in its discretion, provided that any such amendment, modification, or termination shall apply to all similarly situated senior executives on a non-discriminatory basis.
Section 5.9 — Perquisites
During the Term, Executive shall be entitled to the following perquisites and benefits, in addition to those described elsewhere in this Article 5:
(a) Car Allowance. An annual car allowance of Twenty-Five Thousand Dollars ($25,000), payable in equal installments in accordance with the Company's standard payroll practices.
(b) Executive Health Program. The Company shall provide Executive with access to a comprehensive annual executive physical and wellness program at a facility and with providers approved by the Company, at the Company's expense.
(c) Supplemental Life Insurance. The Company shall provide, at its expense, supplemental life insurance coverage for Executive in the amount of Two Million Dollars ($2,000,000), with beneficiaries designated by Executive. Such supplemental life insurance shall be in addition to any group life insurance coverage available to Executive under the Company's employee benefit plans.
(d) Financial and Tax Planning. The Company shall reimburse Executive for reasonable expenses incurred for financial planning, tax planning, and estate planning services, up to a maximum of Thirty-Five Thousand Dollars ($35,000) per calendar year. Reimbursement shall be made upon submission of appropriate documentation in accordance with the Company's expense reimbursement policies.
(e) Tax Equalization. In recognition of Executive's obligation to devote approximately twenty percent (20%) of his working time to duties in the United Kingdom, the Company shall provide Executive with a tax equalization arrangement such that Executive is not disadvantaged, on an after-tax basis, relative to Executive's hypothetical tax position as a US-only taxpayer by reason of any UK-source income or UK tax liabilities  arising from Executive's UK-based duties. The Company shall engage a   tax advisory firm to prepare all tax equalization calculations and to prepare or assist with the preparation of Executive's UK tax filings. The Company shall bear the costs of any incremental taxes, social security contributions, and tax advisory fees arising from Executive's UK-based duties. The US-UK Totalization Agreement (the Agreement between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation with Respect to Social Security Taxes, effective January 1, 1985, as amended) shall apply to Executive's social security obligations, and Executive shall cooperate in obtaining any applicable certificates of coverage.
Section 5.10 — Business Expenses
The Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his duties hereunder, in accordance with the Company's expense reimbursement policies as in effect from time to time. Without limiting the foregoing, Executive shall be entitled to (i) business-class air travel for domestic flights and business-class air travel for international flights of six (6) hours or less duration, or first-class air travel for international flights exceeding six (6) hours in duration; (ii) hotel accommodations in London at a standard commensurate with Executive's position during Executive's work periods in the United Kingdom; and (iii) such other business travel and entertainment expenses as are reasonable and customary for an executive of Executive's position and responsibilities. All expense reimbursements shall be subject to the submission of appropriate documentation and receipts.
Section 5.11 — Vacation and Paid Time Off
Executive shall be entitled to no fewer than five (5) weeks (twenty-five (25) business days) of paid vacation per calendar year, in addition to all Company-observed holidays. Vacation shall be taken at such times as are reasonably consistent with Executive's duties and responsibilities and the needs of the business. Accrual, carry-over, and forfeiture of unused vacation days shall be governed by the Company's vacation policies as in effect from time to time, provided that Executive shall not be required to forfeit any accrued vacation during the first three (3) years of employment. For the first partial calendar year of employment, vacation shall be pro-rated.
ARTICLE 6 — TERMINATION OF EMPLOYMENT (NON-CHANGE IN CONTROL)
Section 6.1 — Termination by the Company for Cause
(a) The Company may terminate Executive's employment for Cause at any time, upon written notice to Executive specifying in reasonable detail the grounds for such termination, subject to the notice and cure provisions set forth in the definition of "Cause" in Section 1.1(f) of this Agreement. The effective Date of Termination shall be the date specified in the Company's notice of termination (which date shall be no earlier than the expiration of the   cure period, if applicable, unless Executive has failed to undertake any cure efforts during such period).
(b) Compensation upon Termination for Cause. If Executive's employment is terminated by the Company for Cause, Executive shall be entitled to receive the Accrued Obligations, and no other compensation, severance, or benefits. Without limiting the foregoing, upon a termination for Cause: (i) Executive shall not be entitled to receive any Annual Incentive or pro-rata bonus for the fiscal year in which the Date of Termination occurs; (ii) all unvested equity awards (including unvested RSUs, PSUs, and any other equity-based awards) shall be immediately forfeited and cancelled without consideration; and (iii) Executive shall not be entitled to any severance payment or any continuation of benefits beyond the Date of Termination (except as required by law, including COBRA continuation coverage at Executive's sole expense).
Section 6.2 — Termination Due to Death
(a) Executive's employment shall terminate automatically upon Executive's death. The Date of Termination in such case shall be the date of Executive's death.
(b) Compensation upon Death. In the event of Executive's death, Executive's estate, designated beneficiaries, or eligible dependents (as applicable) shall be entitled to receive the following:
(i) The Accrued Obligations;
(ii) A pro-rata Target Annual Incentive for the fiscal year in which Executive's death occurs, calculated by multiplying the Target Annual Incentive for such fiscal year by a fraction, the numerator of which is the number of days elapsed from the first day of such fiscal year through the date of Executive's death, and the denominator of which is the total number of days in such fiscal year, payable at the time annual incentive payments are made to other senior executives;
(iii)   and
(iv) Continued medical, dental, and vision benefits for Executive's eligible dependents for a period of eighteen (18) months following the date of Executive's death, at the Company's expense, on the same terms as were in effect immediately prior to Executive's death (or, at the Company's election, equivalent benefits through a COBRA subsidy or alternative arrangement). If such continued benefits are not permissible under the Company's group plans, the Company shall pay Executive's dependents a cash amount equal to the after-tax cost of obtaining equivalent coverage.
Section 6.3 — Termination Due to Disability
(a) The Company may terminate Executive's employment upon the determination that Executive has incurred a Disability, upon written notice to Executive. The Date of Termination in such case shall be the date specified in the Company's notice of termination, which shall be no earlier than the date of the Disability determination.
(b) Compensation upon Disability. In the event of Executive's termination due to Disability, Executive shall be entitled to receive the same compensation and benefits as set forth in Section 6.2(b) applicable upon Executive's death (including the Accrued Obligations, pro-rata Target Annual Incentive,   and continued benefits for Executive and his eligible dependents for eighteen (18) months), plus any benefits to which Executive may be entitled under the Company's short-term and long-term disability plans and any other benefit plans of the Company in accordance with the terms of such plans.
Section 6.4 — Termination by the Company Without Cause or by Executive for Good Reason (Non-CIC)
If Executive's employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, and such termination does not occur during the CIC Protection Period (as defined in Section 7.2), Executive shall be entitled to receive the following compensation and benefits, subject to Executive's execution and non-revocation of the Release in accordance with Section 6.7:
(a) Cash Severance. A lump-sum cash payment equal to   times the sum of (i) Executive's then-current Base Salary, and (ii) Executive's Target Annual Incentive, calculated as follows:   Such cash severance payment shall be payable within sixty (60) days following the Date of Termination, subject to the Release requirement set forth in Section 6.7 and the Section 409A compliance provisions set forth in Article 10.
(b) Pro-Rata Bonus. A pro-rata Annual Incentive for the fiscal year in which the Date of Termination occurs, calculated by multiplying the   by a fraction, the numerator of which is the number of days elapsed from the first day of such fiscal year through the Date of Termination, and the denominator of which is the total number of days in such fiscal year. The pro-rata bonus shall be payable at the time annual incentive payments are made to other senior executives of the Parent for such fiscal year, but in no event later than the end of the short-term deferral period under Treasury Regulation § 1.409A-1(b)(4).
(c) Equity Acceleration. The following accelerated vesting treatment shall apply to Executive's outstanding equity awards:
(i) RSUs. All  
(ii) PSUs. All  
(d) COBRA Continuation. The Company shall pay or reimburse Executive (and Executive's eligible dependents) for the cost of COBRA continuation coverage under the Company's group health plans for a period of   months following the Date of Termination, or, if shorter, until Executive becomes eligible for substantially comparable group health coverage through a subsequent employer. If the Company determines that providing such COBRA subsidy would violate applicable law (including Section 105(h) of the Code), the Company shall instead pay Executive a monthly cash amount equal to the applicable COBRA premium for such period, which amount shall be taxable income to Executive.
(e) Outplacement. The Company shall provide Executive with executive outplacement services through a provider selected by the Company, at the Company's expense, for a period of up to twelve (12) months following the Date of Termination, with a maximum aggregate cost to the Company of Fifty Thousand Dollars ($50,000).
Section 6.5 — Voluntary Resignation Without Good Reason
(a) Executive may resign his employment voluntarily without Good Reason at any time upon not less than   days' prior written notice to the Board (the "Resignation Notice Period"). The Board may, in its discretion, waive all or any portion of the Resignation Notice Period or place Executive on Garden Leave during such period in accordance with Section 9.6.
(b) Compensation. If Executive voluntarily resigns without Good Reason, Executive shall be entitled to receive the Accrued Obligations, and no other compensation, severance, or benefits. Without limiting the foregoing: (i) Executive shall not be entitled to any Annual Incentive or pro-rata bonus for the fiscal year in which the Date of Termination occurs; (ii) all unvested equity awards shall be forfeited and cancelled without consideration as of the Date of Termination, subject to any vesting that occurs during a Garden Leave Period under Section 9.6; and (iii) the clawback provisions of Section 5.2(c) shall apply to the Sign-On Cash Bonus if such resignation occurs prior to the second anniversary of the Start Date.
Section 6.6 — Non-Renewal
(a) Non-Renewal by the Company. If the Company provides notice of non-renewal of this Agreement in accordance with Section 2.4, and such non-renewal is not accompanied by or attributable to a termination for Cause or Disability, the non-renewal and resulting termination of Executive's employment upon the expiration of the then-current Term shall be treated as a termination by the Company without Cause under Section 6.4, and Executive shall be entitled to receive the compensation and benefits specified in Section 6.4, subject to the Release requirement.
(b) Non-Renewal by Executive. If Executive provides notice of non-renewal of this Agreement in accordance with Section 2.4, the non-renewal and resulting termination of Executive's employment upon the expiration of the then-current Term shall be treated as a voluntary resignation by Executive without Good Reason under Section 6.5, and Executive shall be entitled to receive the Accrued Obligations only.
Section 6.7 — Release Requirement
(a) Payment of any cash severance, pro-rata bonus, equity acceleration, COBRA continuation benefits, outplacement services, or other termination benefits under Section 6.4 (or Section 7.3) that are conditioned upon Executive's termination of employment shall be contingent upon Executive's execution and non-revocation of a general release of claims in substantially the form attached hereto as Exhibit A  (the "Release"). Executive must execute the Release within the time period specified therein, which shall be no later than sixty (60) days following the Date of Termination. The Release shall include a seven (7)-day revocation period as required by the Age Discrimination in Employment Act, and shall not become effective until the expiration of such revocation period without revocation.
(b) If the sixty (60)-day period following the Date of Termination spans two (2) calendar years, any cash severance payment that constitutes "nonqualified deferred compensation" under Section 409A of the Code shall be made in the second calendar year, regardless of when Executive executes the Release, to the extent necessary to comply with Sect

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