Extract to table

(e) NTP's dual listing on the London Stock Exchange and the New York Stock Exchange creates unique constraints that must be carefully navigated

Any proposed package must be defensible under both the UK Corporate Governance Code (applied on a "comply or explain" basis) and the voting guidelines of ISS and Tarrant Partners LLC

Any proposal that falls below Harding's current 3x multiplier and full tax gross-up will likely be characterized by Hargrove as a material downgrade in CIC protection that must be offset by enhancements in other areas (e

Failure to obtain majority shareholder approval at that vote would prevent the Company from implementing the remuneration policy, creating a significant legal and practical risk that must inform every element of the negotiation

The composition of NTP's shareholder base — approximately 55% UK/European-based and 45% US-based — creates a unique challenge: the CIC package must satisfy shareholders operating under fundamentally different expectations regarding appropriate levels of executive severance protection

The terms refer to the conditions that must be satisfied before CIC-enhanced severance benefits become payable: Single Trigger