Common use of Remuneration Clause in Contracts

Remuneration. (1) The Executive shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. 4.1 The Executive’s basic salary will be £1,250,000 per annum (1) The Executive shall “Basic Salary”), which will be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by in equal monthly instalments in arrear arrears and subject to applicable withholdings. The Basic Salary will be reviewed annually by the Remuneration Committee without any obligation to increase it. The Basic Salary will not be increased after notice of termination has been given by either party. 4.2 The Basic Salary is inclusive of any fees to which the Executive may be entitled as a director of the Company or of any Associated Company. 4.3 The Executive will be eligible to participate in a discretionary annual bonus scheme and long-term incentive scheme(s), subject to the rules of the schemes in place from time to time. The terms of the schemes will be determined by the Remuneration Committee in its absolute discretion. The Executive has no right to receive a bonus or long term incentive award and will not acquire such a right by virtue of the Executive having received earlier bonus payments or long term incentive awards. 4.4 The Executive will not be eligible to receive any bonus or long term incentive award referred to in clause 4.3 or under any other bonus scheme or incentive scheme in which the Executive is eligible to participate from time to time if he is not employed by the Company or an Associated Company on the last working day date on which the bonus would otherwise have been paid or the award granted, unless otherwise provided in the rules of each calendar monththe applicable plan. (3) 4.5 The Executive recognises that may not be eligible to receive any bonus or long term incentive award referred to in clause 4.3 or under any other bonus scheme or incentive scheme in which the Company’s ability Executive is eligible to pay participate from time to time if he has given or received notice of termination (for any reason and howsoever caused) on or before the Executive’s salary is dependent upon date on which the bonus would otherwise have been paid or the award granted, and such eligibility shall be determined by the Remuneration Committee in its raising £62,000 of seed funding and absolute discretion. 4.6 The Executive agrees that payment he may be required to repay the value of the salary awards which is due have been made to him under Clause 4(1any bonus or incentive scheme and which have vested, and that unvested awards may be reduced, suspended or cancelled in accordance with the provisions of applicable scheme rules and/or the Malus and Clawback policy and/or remuneration policy in place from time to time. 4.7 The Company may at any time in its absolute discretion amend, replace or terminate without compensation the bonus scheme and long-term incentive scheme(s) referred to in clause 4.3 and any other bonus scheme or incentive scheme in which the Executive is eligible to participate from time to time either in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, scheme generally or in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled application to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The 7.1 As remuneration for his services under this Agreement the Company shall pay to the Executive shall be paid a salary at the rate of £30,500 166,800 (one hundred and sixty-six thousand eight hundred pounds) per annum. annum (2) Subject which shall be deemed to Clause 4(3), the salary shall accrue from day to day and be day) payable in arrears by equal monthly instalments in arrear on or around the last working 27th day of each calendar month. (3) The . This sum is also inclusive of any fees to which the Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment may be entitled as a director of the salary which is due to him under Clause 4(1) in respect Company or of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) any Associated Company. The Executive’s salary will be reviewed at least annually commencing in January 2006 to determine whether the salary should be adjusted. 7.2 In addition, the Company shall pay to the Executive the sum of £84,270 (eighty-four thousand two hundred and seventy pounds) within 30 calendar days of the date of this Agreement, subject to the Executive not having: (a) given the Company notice of termination of employment by the date the payment is made; or (b) been dismissed for Cause by the date the payment is made. 7.3 For each fiscal year of RedPrairie Corporation that the applicable performance targets established from time to time by the Board of Directors of RedPrairie Corporation (“the Parent’s Board”) are achieved, and if the Executive is employed by the Company pursuant to the terms of this Agreement on the last day of such fiscal year, the Executive shall receive a bonus equal to fifty percent (50%) of his then annual base salary, to be paid no later than March 15 of the following year. In the event that RedPrairie Corporation outperforms or underperforms the annual performance targets established by the Parent’s Board, the Parent’s Board may, at its discretion, increase (if RedPrairie Corporation outperforms) or decrease (if RedPrairie Corporation underperforms) the Executive’s bonus for that fiscal year. The Parent’s Board may elect in its sole discretion to award all or any part of such bonus notwithstanding any failure of the applicable performance targets to have been achieved. 7.4 The salary payable under clause 7.1 shall be reviewed by the Board from time Company Leader annually on 1st January each year. Whilst a review does not imply any entitlement to time as the Board sees fit but at least once in each year and an increase, the rate of salary payable to the Executive may be increased by the Board as a result of such review with effect from the any date of the review specified by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. 7.5 For the purposes of the Employment Rights Xxx 0000 and otherwise, the Executive consents to the deduction of any sums due by him to the Company (8) The Executive will be granted an optionincluding without limitation any overpayments, in a form agreed loans or advances made to him by the BoardCompany, any excess holiday taken by him, the cost of repairing any damages or loss to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted Company’s property caused by him and any loss suffered by the Company as a result of any negligence or breach of duty by 28th February 2003, the Executive) at any time from his salary or such later date as any other payment due from the Company to the Executive and the Company shall agree, and Executive also agrees to make any payment to the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 any sums due from him to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted upon demand by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000at any time.

Remuneration. (1) 5.1 The Executive shall be paid by way of remuneration for his services during his employment hereunder a salary at the rate (the “Salary Rate”) of £30,500 390,000 (three hundred and ninety thousand pounds) per annum, subject to increase pursuant to Clause 5.2. (2) Subject to Clause 4(3)5.2 The Company shall review the Salary Rate for increase at least once each year, and any change in the Salary Rate resulting from such review will take effect from 1 April in the relevant year. The Company’s review shall take into consideration, among other factors, the base salary paid to individuals performing similar services at comparable companies based in Bermuda, the United Kingdom and the United States, as well as other relevant local or global talent pool comparables, it being expressly understood that while it is intended that the Company shall accrue from day consider these factors, it shall have no obligation to day and take any specific action based on such factors. 5.3 The Executive’s salary will be payable by equal monthly instalments instalments; each monthly instalment will be in arrear respect of a calendar month and will be paid on or before the last working day of each such calendar month. Where the employment has begun or ended in a calendar month, salary in respect of that month will be the proportion of the number of days’ employment in that month to the total number of days in the month multiplied by the normal monthly instalment. (3) 5.4 The Executive recognises that shall be eligible for a cash bonus based on an annual bonus potential of 100% of the Company’s ability Salary Rate during his employment hereunder of such amounts (if any) at such times and subject to pay such conditions as the Compensation Committee of the Board of Directors of Holdings (the “Compensation Committee”) may in its absolute discretion decide. This bonus potential shall not act as either a cap or floor and the actual bonus paid to the Executive for any year in question will be subject to consideration by the Compensation Committee of both the Executive’s salary is dependent own performance (based upon its raising £62,000 of seed funding recommendation by the Manager) and agrees that payment the performance of the salary Group. As a result, the actual bonus paid in any year may be more or less than this potential amount. Notwithstanding the preceding language of this Clause 5.4, the Executive will receive a bonus of not less than £240,000 (two hundred and forty thousand pounds only) for the year ended 31 December 2012, which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall will be deferred until the date falling two working days after paid on the date on which such seed funding is raisedthe Company pays cash bonuses to its employees for that year. 5.5 As soon as possible after the Effective Date the Executive will provide the Company with details of the value of any cash or stock awards or other deferred remuneration granted to him by his former employer which has been forfeited as a result of his entering in to this Agreement (4) the “Former Employer Awards”). The Executive’s salary shall be reviewed Company will grant to the Executive such cash or stock awards in Holdings as are reasonably required to replace the value of any Former Employer Awards forfeited by the Board from time to time as Executive (the Board sees fit but at least once in each year and the rate of salary may be increased “Replacement Awards”). Any Replacement Awards issued by the Board with effect from Company will be structured, to the extent possible, to reflect the timing and other vesting criteria applicable to the Former Employer Awards. The grant of any Replacement Awards by the Company will not impact or reduce the payments or awards granted to the Executive under Clauses 5.4, 5.6 or 5.7. 5.6 As soon as possible after the Effective Date the Executive will receive awards equal to (i) £100,000 (converted at the prevailing exchange rate on the date of grant) in Restricted Stock Units in Holdings (the review “0000 XXX’s”), and (ii) £200,000 (converted at the prevailing exchange rate on the date of grant) in Performance Shares in Holdings (the “2012 Performance Shares”), each issued to the Executive under the AIHL 2003 Share Incentive Plan (the “Plan”). Subject to the rules of the Plan, the 0000 XXX’s and the 2012 Performance Shares will vest in the period to March 2015, with that number of the 0000 XXX’s and that number of the 2012 Performance Shares as is equal to 1/3 of the total overall grants being subject to any testing and consequent vesting on the dates in 2013, 2014 and 2015 on which the RSU’s and Performance Shares issued by Holdings during its 2012 LTIP grant are subject to such amount, if any, testing and vesting. For the avoidance of doubt the 0000 XXX’s will not be subject to any performance criteria other than time vesting and the 2012 Performance Shares will be subject to the same performance criteria as it shall, in other performance shares issued by Holdings as part of its absolute discretion, think fit2012 LTIP grant. (5) Whenever 5.7 As soon as possible after the Effective Date the Executive is only employed will receive an award in the Holding’s Long Term Incentive Plan (“LTIP”) for part of a month he shall be entitled 2013 to a ratable proportion value not less than $750,000 (seven hundred and fifty thousand dollars). The 2013 LTIP award to the Executive will be made in RSU’s subject to the rules of the salary Plan or any replacement plan, which he would have received if he had been employed for will vest in three equal tranches on the whole first, second and third anniversary of such a month. (6) The salary shall be inclusive the date of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) grant. The Executive will also be granted an optioneligible for consideration for LTIP awards issued by Holdings and future years. The grant of any LTIP beyond 2013, in a form agreed by however, remains subject to the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price absolute discretion of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from CEO and the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as Compensation Committee and the Executive and shall have no guarantee of participation in any future LTIP awards. In addition, the Company shall agreeform of any award issued under the LTIP programs may vary, and the Company shall make but in all reasonable efforts to ensure that this option shall cases will be a qualifying option for the purposes of Schedule 14 subject to the Finance Xxx 0000rules of the Plan or replacement plans. (9) 5.8 The Executive will Company may withhold from amounts payable under this Agreement all applicable taxes that are required to be granted an option, in a form agreed withheld by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, applicable laws or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000regulations.

Remuneration. (1) 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive. 6.2 The Salary shall be paid a salary at the rate of £30,500 per annum. (2) Subject deemed to Clause 4(3), the salary shall accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that accordance with the Company’s ability to normal pay policy into a bank account nominated by the Executive’s salary . 6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is dependent upon its raising £62,000 payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of seed funding and agrees that payment 100% of the salary Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is due the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to him under Clause 4(1) in respect 200% of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised Salary. Any applicable performance metrics shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Board sees fit but at least once in each year and the rate Compensation Committee of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, may in its absolute discretiondiscretion decide. Save for the Year 1 Bonus, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from the Company for acting as an officer of any Group Companytime to time. (7) 6.4 The Executive hereby authorises the Company to may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts any: 6.4.1 money owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed Aspen Holdings or any Group Company by the BoardExecutive; and 6.4.2 deductions or withholdings for or on account of Tax as may be required by law 6.5 The Company shall review the Salary for increase at least once each year, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with and any change in the Company with Salary resulting from such review will take effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The Executive shall 7.1 Employees will be paid an annual fixed cash reward for their roster (“Annual Salary”). 7.2 The Annual Salary includes compensation for: (a) all allowances (unless otherwise prescribed by this Agreement), disabilities, skills; and (b) any other loadings, penalties, overtime or other payments that would have been applicable to rostered hours in the applicable roster under the relevant modern award. This includes compensation for working on rosters which cover weekends, public holidays, and day/afternoon/night shifts. 7.3 The Annual Salary is set out in the Employee’s contract of employment, as amended from time to time. The commencement of this Agreement does not have the effect of reducing the Annual Salary payable to any Employee under their contract of employment for their roster and in operation immediately prior to commencement of this Agreement. During the term of this Agreement, an Employee’s Annual Salary: (a) will not be reduced, unless the Employee changes to a salary roster or a position with a different Annual Salary; and (b) will be reviewed annually as part of the Company’s reward process, with outcomes to be determined at Company discretion. 7.4 The minimum Annual Salary payable under this Agreement to an Employee for working any roster will be not less than the Above Award Guarantee. An Employee’s Annual Salary may be higher than required by the Above Award Guarantee. 7.5 For the purposes of this Agreement: (a) subject to clause 7.8, the “Above Award Guarantee” is a guarantee that the Annual Salary payable to every Employee will be at least 105% of the amount that would have been payable to an Employee under the relevant modern award for working the roster on which they are working; (b) the “relevant modern award” in relation to any Employee is the modern award that would have applied to that Employee if this Agreement did not apply to that Employee. 7.6 The Company will notify Employees of the Above Award Guarantee for their roster: (a) on commencement of employment; (b) on any change of roster or position; and (c) between 1 and 15 July each year. 7.7 For the purpose of Section 16 of the FW Act the minimum modern award pay level for an Employee will be not less than 105% of their hourly base rate of £30,500 per annumpay in the relevant modern award, subject to clause 7.8. 7.8 For the purpose of calculating an Employee’s Above Award Guarantee under this Agreement, the minimum modern award pay level upon which an individual Employee’s Above Award Guarantee will be based is as follows: Non Trades Mine Worker Level 4 Trades All tradespersons principally performing work on Light Vehicle maintenance and repairs Mine Worker - Advanced Level 6 Other tradespersons 0-2 years trade qualified experience Mine Worker - Advanced Level 6 This clause 7.8 does not apply to Apprentices and Trainees. The Above Award Guarantee for Apprentices and Trainees will be based on the minimum modern award pay level appropriate to their year of apprenticeship or traineeship. 7.9 Un-rostered overtime (a) Any un-rostered overtime worked by Employees will be paid at: (i) other than on public holidays, at double the Above Award Guarantee hourly roster rate for each hour of un-rostered overtime; and (ii) on public holidays, at triple the Above Award Guarantee hourly roster rate for each hour of un-rostered overtime. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3b) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the Above Award Guarantee hourly roster rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this subcalculating the un-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed rostered overtime rate will not be less than the rate calculated by dividing the Above Award Guarantee that is payable for the Employee’s roster by the Executive number of rostered hours per annum for the Employee’s roster. The commencement of this Agreement does not have the effect of reducing the un- rostered overtime rate currently paid to the Companyany Employee for their roster and in operation immediately prior to commencement of this Agreement. (8) The Executive will be granted c) Alternatively, an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive Employee and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 may agree in writing to the Finance Xxx 0000Employee taking time off instead of being paid for a particular amount of un- rostered overtime that has been worked by the Employee. (9) The Executive will 7.10 Where un-rostered overtime work is necessary it must be granted an optionarranged so that Employees have at least 10 consecutive hours break between work on successive shifts. 7.11 In calculating overtime, in a form agreed by the Board, each shift is to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000treated separately.

Remuneration. 4.1 The Executive’s basic salary will be £700,000 per annum (1) The Executive shall “Basic Salary”), which will be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by in equal monthly instalments in arrear arrears and subject to applicable withholdings. The Basic Salary will be reviewed annually by the Remuneration Committee without any obligation to increase it. The Basic Salary will not be increased after notice of termination has been given by either party. 4.2 The Basic Salary is inclusive of any fees to which the Executive may be entitled as a director of the Company or of any Associated Company. 4.3 The Executive will be eligible to participate in a discretionary annual bonus scheme and long-term incentive scheme(s), subject to the rules of the schemes in place from time to time. The terms of the schemes will be determined by the Remuneration Committee in its absolute discretion. The Executive has no right to receive a bonus or long term incentive award and will not acquire such a right by virtue of the Executive having received earlier bonus payments or long term incentive awards. 4.4 The Executive will not be eligible to receive any bonus or long term incentive award referred to in clause 4.3 or under any other bonus scheme or incentive scheme in which the Executive is eligible to participate from time to time if he is not employed by the Company or an Associated Company on the last working day date on which the bonus would otherwise have been paid or the award granted, unless otherwise provided in the rules of each calendar monththe applicable plan. (3) 4.5 The Executive recognises that may not be eligible to receive any bonus or long term incentive award referred to in clause 4.3 or under any other bonus scheme or incentive scheme in which the Company’s ability Executive is eligible to pay participate from time to time if he has given or received notice of termination (for any reason and howsoever caused) on or before the Executive’s salary is dependent upon date on which the bonus would otherwise have been paid or the award granted, and such eligibility shall be determined by the Remuneration Committee in its raising £62,000 of seed funding and absolute discretion. 4.6 The Executive agrees that payment he may be required to repay the value of the salary awards which is due have been made to him under Clause 4(1any bonus or incentive scheme and which have vested, and that unvested awards may be reduced, suspended or cancelled in accordance with the provisions of applicable scheme rules and/or the Malus and Clawback policy and/or remuneration policy in place from time to time. 4.7 The Company may at any time in its absolute discretion amend, replace or terminate without compensation the bonus scheme and long term incentive scheme(s) referred to in clause 4.3 and any other bonus scheme or incentive scheme in which the Executive is eligible to participate from time to time either in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, scheme generally or in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled application to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The During the Appointment the Company will pay the Executive shall be paid a an annual salary at the rate of £30,500 per annum. (2“Base Salary”) Subject as separately notified, to Clause 4(3), the salary shall accrue from day to day and to be payable by equal monthly instalments in arrear on arrears to a bank nominated by the last working day Executive. The rate of each calendar monthBase Salary shall be subject to periodic review but shall not be reduced without the prior written agreement of the Executive. The Company reserves the right to withhold or deduct from the Executive’s Base Salary any amount owed by the Executive to the Company or any company in the Prudential Group. (2) The Executive shall be eligible to be admitted to membership of the 401(k) Xxxxxxx Defined Contribution Retirement Plan. Provision of death in service benefits may be subject to the provision of medical evidence satisfactory to the provider. The Company reserves the right to amend the 401(k) Xxxxxxx Defined Contribution Retirement Plan. (3) The Executive recognises that must notify the Company as early as practicable in the event sickness or other incapacity renders him unable to perform his duties under this Agreement for three or more business days. . Subject to production, if requested, of medical certificates satisfactory to the Company’s ability , full remuneration will continue to pay be payable notwithstanding the Executive’s salary is dependent upon incapacity for work due to sickness or accident (unless and until the Appointment shall be determined under any terms hereof) for the first six months of such incapacity. During this period of incapacity, the Company shall only give notice terminating the Appointment on grounds of redundancy, falling within section 139 of The Employment Rights Act 1996 or those circumstances as set out in clause 9(2). Thereafter the Company may at its raising £62,000 of seed funding and agrees that discretion discontinue the payment of remuneration under this Agreement in which event the salary which is due to him under Clause 4(1) in respect rules of the period Prudential Staff Long Term Incapacity Scheme as from 1st September 2002 until time to time in force, will apply to the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raisedExecutive. (4) The Executive’s salary shall be reviewed If the Executive needs to undergo a medical examination reasonably requested by the Board from time to time as Company, the Board sees fit but at least once in each year and the rate cost of salary may this will be increased met by the Board with effect Company and, subject to prior permission from the date Executive (not to be unreasonably withheld), the Company’s medical adviser will be entitled to receive a copy of any report produced, to discuss it with the review by doctor who produced it and to discuss its conclusions with the Company. The Executive will not unreasonably withhold his consent for such amount, if any, as it shall, in its absolute discretion, think fitan examination. (5) Whenever If the Executive is only employed for incapable of performing his duties by reason of injury sustained wholly or partly as a result of negligence, nuisance or breach of any statutory duty on the part of a month any third party, only when and to the extent that compensation is recovered for loss of earnings from that third party by legal action or otherwise in so far as it is not repayable to the Department of Social Security, the Executive shall (insofar as lawful) repay to the Company the amount of any sick pay he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a monthhas received. (6) The salary shall Executive, and his family will be inclusive of any fees eligible for US private medical and dental insurance on the same basis as other US employees. These insurance arrangements may be revised or remuneration which the Executive receives or would otherwise be entitled withdrawn from time to receive from the Company for acting as an officer of any Group Companytime. (7) The Executive hereby authorises may be eligible to participate in the Company remuneration plans available from time to deduct time to senior executives of the Prudential Group (subject to the rules governing the applicability and availability of those benefits generally) which currently include: (a) the Annual Incentive Plan (“AIP”); (b) the Xxxxxxx Senior Management Bonus Pool; and (c) long term incentive plans operated by the Group; details of which have been supplied to the Executive. The remuneration plans are kept under review and may be altered or withdrawn from time to time. Any benefits under these plans are non-pensionable. (8) Participation in these remuneration plans is a matter entirely separate from the Executive’s remuneration terms and conditions of employment; the Company has no contractual obligation to invite the Executive’s participation in any plan cycle; and in particular if the Executive’s employment shall terminate for whatever reason (whether lawfully or in breach of contract) he shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under any scheme which he might otherwise have enjoyed whether such compensation is claimed by way of damages for the purpose wrongful dismissal or other breach of this sub-clause shall include annual salary whether in lieu contract or by way of notice compensation for loss of office or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) . The Executive will will, at all times, be granted an option, treated in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service way consistent with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000prevailing Directors’ remuneration policy. (9) The Should the Company withdraw its offer of employment between the date of this contract and the commencement of employment, the Executive will shall be granted entitled to receive a payment equivalent to one year’s salary, twelve months maximum AIP opportunity and an option, in a form agreed by amount equivalent to 10% of the Boardtarget Xxxxxxx Bonus Pool for 2019, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to be paid in cash within one month of the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000offer being withdrawn.

Remuneration. 4.1 The Company shall pay to the CEO an annual salary (1paid monthly in arrears) of €175,000.00. The Executive payment of such salary shall be paid a salary at the rate net of £30,500 per annumPAYE and PRSI payments and all other statutory deductions required by law. (2) Subject 4.2 The salary payable to Clause 4(3), the CEO hereunder is the minimum salary payable and shall accrue from day to day and be payable by equal monthly instalments reviewed annually in arrear on the last working day of each calendar month. year on or before 1st May by the Board and the Compensation Committee against the background of inflation, national wage agreements and job enlargement (3if any) The Executive recognises in that calendar year. Any increase in salary agreed between the Company’s ability to pay Company and the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment CEO will not affect the remainder of the salary terms of this Agreement which is due will remain in full force and effect notwithstanding such increase. The CEO shall also be eligible to him under Clause 4(1) receive bonus compensation of up to 50% of annual salary, as determined in respect the sole discretion of the period from 1st September 2002 until Board and the end of the month immediately preceding the month in which Compensation Committee, with such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall bonus compensation and criteria to be reviewed by the Board from time and Compensation Committee on an annual basis. 4.3 The CEO shall receive an annual car allowance that will be subject to time tax as the Board sees fit but at least once in each year income. This annual allowance shall amount to €16,500 pa (to be adjusted for annual inflation on an annual basis) and the rate of salary may be increased Company will reimburse all business mileage, at prevailing recommended Revenue guidelines. Appropriate documentation as required by the Board with effect from Revenue should be maintained by the date CEO. The allowance shall be paid in equal monthly installments and shall be subject to all applicable taxes. 4.4 All expenses of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever CEO properly incurred and vouched during the Executive is only employed for part course of a month he his employment shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed reimbursed by the Executive to the Company. (8) 4.5 The Executive CEO shall remain a member of the Company’s employee benefit plan relating to income continuance and death-in-service benefits, and will remain a member of the Company’s pension scheme. The Company will contribute up to €15,000 pa to the Company’s pension scheme and the CEO is required to contribute a minimum of 3% of the CEO’s pensionable salary to the Company’s pension scheme. 4.6 The CEO will be granted an option, eligible to participate in a form agreed profit sharing schemes and performance-related bonus schemes of the Company which will be administered by the Board, Board and the Compensation Committee. Entitlement in this regard lies exclusively at the discretion of the Board and the Compensation Committee. 4.7 The CEO will be eligible to subscribe for 1,093 ‘F’ Ordinary Shares at a price participate in share option schemes of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from to such extent as may be decided by the commencement Board and the Compensation Committee in their absolute discretion. Upon the effective date in Clause 2 of this Agreement, the Company will award to the CEO an option to purchase 200,000 shares of the Common Stock of WidePoint Corporation (1“Option Grant”). This Option Grant will be subject to the general terms and conditions of the Amended and Restated 2008 Stock Incentive Plan of WidePoint Corporation (the “Plan”) and the terms and conditions of the stock option agreement to be entered into between WidePoint Corporation and the CEO (“Stock Option Agreement”). The Option Grant shall have a 7 year term with full vesting at the fifth anniversary of the Option Grant, as well as mutually defined performance-based opportunities to further accelerate the vesting date. The per share exercise price of the Option Grant will be granted priced as of the Agreement date. The Stock Option Agreement shall further provide for the acceleration of the vesting of the Option Grant in the event of a Change in Control (as such term is defined in the Plan), provided that no such acceleration to vesting shall take place in the event that the Change in Control takes place within 90 days following the issuance of the Option Grant or in the event that the CEO shall no longer be employed with the WidePoint Companies as of such Change in Control. 4.8 The Company shall discharge health insurance premiums for the CEO in accordance with Plan B of the Voluntary Health Insurance Board. 4.9 The Company shall disburse all telephone rental and charges incurred by the Company by 28th February 2003, or such later date as the Executive and the CEO. The Company shall agree, and pay the reasonable costs of broadband internet service supplied to the CEO’s primary residence. 4.10 The Company shall make all reasonable efforts also pay the annual costs of subscription to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000Powers Court Golf Club (“Annual Golf Subscription”) and Chartered Accountants Ireland. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1a) The Executive Executive’s monthly gross base salary shall be US $30,000 (together with any increases thereto as hereinafter provided, the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. All monthly payments of Base Salary shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on arrears within the last working day five days of each calendar month. (3b) The Executive recognises that agrees to defer $10,000 per month of his base salary (the Company’s ability to pay “Deferred Amount”) until the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment latter of the salary which is due to him under Clause 4(1) business reaching $10 million in respect of the period from 1st September 2002 until cumulative revenues or the end of 2020. On either of the month immediately preceding above options being reached, the month Company will promptly transfer the Deferred Amount to the Executive in which such seed funding is raised shall full. The Base Salary may be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed increased by the Board from time to time as during the Board sees fit Term, but at least once in each year and the rate of salary may shall be increased reviewed by the Board at least annually. Starting in the second year of this Agreement, Executive’s monthly base salary shall be increased in accordance with effect industry standard compensation for chief executive officers so long as the Company has completed a capital raise or has the cash flow available to do so. (c) To the extent that the Company does not have sufficient funds to pay Executive his Base Salary, the Executive agrees that he shall defer the aggregate unpaid amount (the “Deferral Amount”) which will be registered in the Company’s books as a loan given to the Company by the Executive. As and when the Company has additional funds from any source, the Company will pay as much of Executive’s Base Salary as possible. So long as any amount of the Executive’s Base Salary remains unpaid, the Executive will have the option to convert such amount, or part of it into shares of the Company at the average trading price of the 10 days prior to the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed request by the Executive to exercise this option. This option will survive the CompanyTerm of this agreement. (8) d) The Company shall also issue Executive as soon as reasonably practicable shares of common stock equal to ten percent (10%) of the outstanding shares of its common stock on a fully issued, converted and diluted basis. The Company agrees to bear all costs and fees to be charged by the Company’s transfer agent in respect of such shares. The term “on a fully issued, converted and diluted basis” means that to the extent that there are outstanding any notes, preferred shares, options, warrants or other securities that are convertible into shares of common stock (collectively, “Convertible Securities”), then the number of shares of common stock outstanding shall include 100% of the shares of common stock into which the Convertible Securities are convertible. (e) The Executive shall be eligible to participate in employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, group medical, dental and vision cover, life and permanent disability insurance, monthly car allowance, pension contributions of a minimum of 10% of the gross monthly salary and flexible-spending account plans (whether in existence as at the date hereof or to be established in the future). In the alternative the Company, at its sole discretion, having considered the suitability of Company benefits for the Executive, will provide the employee with a cash benefits allowance of not less than $7,500 gross per month to procure his own benefits, including without limitation private medical, dental and vision cover, life and permanent disability insurance, car allowance and pension provision. (f) On the earlier of the Company’s cumulative revenues reaching $10 million (including, for the avoidance of doubt, revenue to be granted an received by the Company in respect of orders for the Company’s products) or on 31 March 2021, the Executive will receive a one-time payment of $385,000 in cash or, at Executive’s option, $385,000 in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price shares of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall shares to be granted by valued at their fair market value at the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000issuance.

Remuneration. (1) The Executive shall 12.1 A Full-time Employee and a Part-time Employee will be paid a salary at the base rate of £30,500 per annumpay for all rostered ordinary hours worked. These rates will be as outlined in Schedule 1 to this Agreement depending on the State in which the Employee works. The Employee will be paid relevant and applicable allowances and entitlements as outlined in clause 14. (2) Subject 12.2 The base rate of pay will be subject to Clause 4(3)annual increases as specified below:‌ ▪ 1 June, the salary shall accrue from day to day 2025 2.5% 12.3 The base rate of pay set out in this Agreement will not be reduced at any time. Part-time Employees will receive pro rata leave and be payable by equal monthly instalments in arrear on the last working day of each calendar monthother entitlements. (3) The Executive recognises that 12.4 Unless otherwise agreed between the CompanyEmployer and an Employee, wages are paid weekly by direct credit to the Employee’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until bank account, no later than 4 days after the end of the month immediately preceding pay cycle or 2 clear days from a public holiday, with the month pay week running from Monday to Sunday inclusive. Employees will be supplied with details of their wage calculations via a pay advice. If the Employee’s employment is terminated, any final payment will usually occur in which such seed funding is raised the usual pay cycle. 12.5 The Employer shall comply with all provisions requiring the keeping of time and wage records and the production of pay slips as required by law, provided that weekly pay slips will include not less than the following information: 12.6 If the Employer forwards the pay slip by electronic means, the Employer will take steps to provide each Employee with their pay slip the day following the payday. 12.7 Pursuant to section 324 of the FW Act: (a) in the event of termination of employment, the Employer will request authorisation from the Employee in writing to deduct from the final pay whatever monies it may be deferred until owed under the date falling two working days after the date on which such seed funding is raisedemployment relationship. (4b) The Executive’s salary shall be reviewed In the event of an overpayment of wages to the Employee, the Employer may recover the amount by the Board way of deduction from time to time as the Board sees fit but at least once in each year and the rate of salary may any subsequent payment. An explanation will be increased provided by the Board with effect from Employer to the date of the review by Employee for such amount, if any, as it shall, in its absolute discretion, think fita deduction. (5c) Whenever The Employer may deduct an overpayment and agree on a payment plan for the Executive amount payable if:- (i) The deduction is only employed authorised in writing by the Employee and is principally for part the Employee’s benefit; or (ii) The deduction is authorised by or under a law of the Commonwealth, a State or a Territory, or an order of a month he shall court. 12.8 Should an Employee be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive reimbursement from the Company for acting as an officer of any Group Company. Employer that has been authorised and approved by the Employer, the Employer shall pay the reimbursement to the Employee within fourteen (714) The Executive hereby authorises the Company to deduct working days from the Executive’s remuneration (which date the Employee submits a valid claim for reimbursement. For the purpose of this sub-clause shall include annual salary whether in lieu of notice clause, reimbursement includes, but is not limited to, fuel or otherwisetravel costs, holiday pay excess baggage costs and sick pay) all debts owed by the Executive to the Companymaterial costs, for example. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 6.1 The Employer shall pay to the Executive shall be paid a salary at the rate of £30,500 260,000 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) arrears. The Executive recognises that the Company’s ability to pay Employer will review the Executive’s salary is dependent upon annually, the first such review to take place in March 1996. 6.2 The Employer may, at its raising £62,000 sole discretion, pay to the Executive a bonus of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) such amount as may be determined by its Board in respect of the period from 1st September 2002 until the end each complete financial year of the month immediately preceding Employer during which the month Employment subsists. 6.3 The remuneration specified in which such seed funding is raised clauses 6.1 and 6.2 shall be deferred until exclusive of any fees to which the date falling two working days after Executive may be entitled as a director of the date on which such seed funding is raisedEmployer and inclusive of fees in respect of Directorships of any other Group Companies. (4) The Executive’s 6.4 Payment of salary and any bonus payable to the Executive shall be reviewed made either by the Board Employer or by a Group Company and, if by more than one company, in such proportions as the Employer may from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5a) Whenever Subject to sub-clause (b) below the Employer shall provide the Executive is only employed for part with a motor car of a month size and type commensurate (in the opinion of the Employer) with his position and remuneration for the time being and in accordance with the appropriate Management Car Scheme. The Employer shall tax and comprehensively insure the car and pay or reimburse, as appropriate, against receipts or other appropriate evidence, the costs of servicing and repairing the car. The Executive will be permitted to use the car for reasonable private journeys but will be required to meet the cost of fuel consumed as a result of private use. If the Executive shall be convicted of any offence under the Road Traffic Acts or become involved in any accident involving the motor car, he shall forthwith notify the General Manager, Group Human Resources and supply such information in connection therewith as he may request. Back to Contents (b) The Executive may elect to receive a cash alternative instead of a motor car in an amount and subject to giving notice to the Employer in accordance with the appropriate Management Car Scheme. 6.6 The Executive shall be entitled to a ratable proportion during the period of the salary which he would have received if he had been employed for the whole of such a month.his employment under this Agreement: (6a) The salary shall be inclusive to the benefit of any fees for so long during the period of his employment with the Employer as he has outstanding a mortgage loan in respect of his principal or remuneration which main residence in the Executive receives or would otherwise be entitled United Kingdom to receive from payment by the Company for acting as an officer Employer monthly in arrears of any Group Company.a sum equal to the difference between: (7i) The Executive hereby authorises the Company to deduct from amount of interest which would be payable during the relevant month on a mortgage loan having a principal amount of £50,000 (or on any lesser sum representing the principal amount outstanding of the Executive’s remuneration mortgage loan during that month) calculated at the Midland Bank’s mortgage rate; and (which for ii) the purpose amount of such interest that would be payable calculated at a rate of 5½ % per annum (or such other interest rate as may from time to time be applied by the Employer in relation to preferential interest rate house purchase or improvement loans to executives of the Employer of a principal amount up to £50,000). Back to Contents Payments under this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed will be made subject to any deductions required by law to be made by the Executive to the Company. (8) The Executive will Employer in respect of Income Tax and National Insurance contributions and such payments shall not be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option taken into account for the purposes of Schedule 14 calculating any entitlement the Executive may have in respect of pension benefits; (b) to private medical insurance cover for himself and his family under the Employer’s corporate health scheme from time to time in force; (c) to participate in the relevant Executive and Savings-Related Share Option Schemes of the Employer provided always that the total amount of options granted to the Finance Xxx 0000.Executive shall not at any time exceed four times the Executive’s Relevant Emoluments as defined in the Rules of the Share Option Scheme; (9d) The Executive will to participate in the Personal Accident Benefits Scheme of the Employer; (e) to payment on the Executive’s behalf of the annual membership subscription of up to two clubs to be granted an option, in a form agreed approved by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000Employer.

Remuneration. (1) 5.1 The Executive Company shall be paid pay to the Director during the Employment a salary at the an annual rate of £30,500 per annum.55,000 gross (or such other sum as may from time to time be agreed) (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day 5.2 The rate of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and year, usually in or around 1 April by the rate [Company’s remuneration committee] (starting in April 2007). The review does not imply an increase. There will be no review of salary may be increased after notice has been given by either party to terminate the Board with effect from the date Employment 5.3 The salary of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of Director shall accrue evenly on a month he day to day basis and shall be entitled paid by 12 equal calendar monthly instalments in arrears on or around the [last Thursday] of each calendar month by credit transfer to a ratable proportion of his bank account 5.4 The remuneration payable to the salary which he would have received if he had been employed for the whole of such a month. (6) The salary Director under this Agreement shall be inclusive of any sums received or receivable as remuneration or director’s fees from any Group Company and accordingly the Director will account to the Company for any such remuneration, fees or remuneration which the Executive receives or would otherwise interest 5.5 The Director shall be entitled to receive participate in the Company’s discretionary bonus scheme applicable from time to time (the “Bonus Scheme”). Subject to a maximum of 30% of the Director’s basic salary, the Company for acting as an officer will determine the size and date of any Group Company. (7) The Executive hereby authorises bonus payment as it sees fit at the Company to deduct from discretion of the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay Board and sick pay) all debts owed by the Executive with particular reference to the overall level of profitability of the Company. (8) . The Executive Company reserves the right in its absolute discretion to vary the terms and/or the amount of bonus payable under the Bonus Scheme. The Director will not be granted an option, in a form agreed by eligible for any payment under the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted Bonus Scheme if he is no longer employed by the Company or if he is working out a period of notice (whether given by 28th February 2003, the Director or such later the Company) on the date as that any payment under the Executive and Bonus Scheme is made 5.6 The Director expressly agrees that the Company shall agree, and may make such deductions from salary or other payments due on the termination of or during the Employment as may be necessary to reimburse the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for against any liability of or incurred by the purposes of Schedule 14 Director to the Finance Xxx 0000. (9) The Executive will be granted an optionCompany including but not limited to loans, in a form agreed by the Boardadvances, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive relocation expenses and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.excess holiday payments

Remuneration. (1) 2.1 The Company shall pay to the Executive shall be paid a gross salary currently at the rate of £30,500 GBP 975,000 per annum. annum (2the “Salary”) Subject to Clause 4(3)less Statutory Deductions, the salary which shall accrue from day to day and be payable by equal monthly instalments in arrear arrears on or about the last working day 20th of each calendar month. (3) . The Executive recognises that the Company’s ability to pay Board will review the Executive’s salary annually in March, the first such review to take place in March 2011. There is dependent upon its raising £62,000 no obligation on the Company to increase the Executive’s Salary pursuant to any such review or otherwise provided always that such reviews are conducted reasonably and in good faith having regard to the Executive, the treatment of seed funding other executives of comparable status and agrees that payment all other relevant circumstances. There will be no review of the salary which is due Salary after notice has been given by either party to him under Clause 4(1terminate the Employment. 2.2 The Company may at its sole discretion (acting reasonably and in good faith) both as to whether to pay or award any Variable Pay (as defined at clause 2.3) and if so, how much, pay or award the Executive Variable Pay of such amount as the Board may determine in respect of the period from 1st September 2002 until the end each complete financial year of the month immediately preceding Company during which the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raisedEmployment subsists. 2.3 For the purposes of this Agreement “Variable Pay” means any non-pensionable incentive compensation including any bonus or deferred bonus in the form of (4i) The Executive’s salary shall be reviewed by the Board cash or (ii) equity awarded under any share plan in force from time to time as (in relation to which performance conditions may or may not be attached) and subject to clauses 2.9 and 2.10. 2.4 The operation of and all arrangements relating to any such Variable Pay, (including without limitation the payment or award date for any Variable Pay from time to time), will be at the absolute discretion of the Board sees fit but at least once in each year and the rate of salary which may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever terminate, replace or amend any such plan at any time provided that the Executive is only employed for part treated no less favourably than other executives of a month he comparable status and in similar circumstances. 2.5 The Executive shall not be entitled to a ratable proportion be considered for and/or to receive any Variable Pay if on the date that any such Variable Pay is due to be declared he is no longer employed by the Company or any Group Company or is under notice of termination of employment (including if the Executive is not assigned any duties in accordance with the garden leave provisions at clause 14.4), due to the termination of the salary which he would have received if he had been employed for Employment by either the whole Executive (other than in response to the Company’s repudiatory breach of such a monthcontract) or by the Company pursuant to clause 14.1.2 of this Agreement. 2.6 The remuneration specified in clauses 2.1 and 2.2 (6) The salary if any), shall be inclusive of any fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of the Company for acting or any Group Company or of any other company or any unincorporated body in which the Executive holds the office as an officer nominee or representative of the Company or any Group Company. (7) The 2.7 Payment of Salary and any Variable Pay to the Executive hereby authorises shall be made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Board may from time to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwisetime think fit, holiday pay and sick pay) all debts owed by the Executive subject always to the Company’s reasonable consideration of any detrimental net employment tax consequences on the Executive, by doing so. (8) 2.8 The Executive will may be granted an option, eligible to participate in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted any employee share plan established by the Company by 28th February 2003, or such later date as from time to time. Eligibility to participate is subject to the rules of the relevant plan in force from time to time and is at the discretion of the Board. The Company will use reasonable endeavours to procure that any discretion relating to the grant of additional awards to the Executive is exercised reasonably and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 in good faith having regard to the Finance Xxx 0000Executive, the treatment of other executives of comparable status and all other relevant circumstances. (9) The 2.9 If the Executive is eligible to participate in an employee share plan pursuant to clauses 2.2 and/or 2.8, his rights under such plan will be granted an optionsubject to and in accordance with the rules of that plan in force from time to time. Subject to such rules, the rights and obligations of the Executive under the terms and conditions of his office or employment shall not be affected by his participation in the plan or any right he may have to participate in the plan. 2.10 Subject to the rules of the relevant plan as referenced at clauses 2.2 and 2.9, in participating in such a form agreed plan, the Executive waives all and any rights to compensation or damages arising from the loss or failure to receive any rights or benefits under the plan (or the diminution in value of such rights or benefits) as a result of: (a) the termination of his office or employment and/or giving notice of termination of employment with any Group Company for any reason whatsoever (whether lawful or unlawful); and/or (b) the exercise or failure to exercise any discretion (whether lawful or unlawful) conferred by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to rules of the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000plan.

Remuneration. 6.1 During the continuance of the Employment, the remuneration of the Appointee shall be: (1a) The Executive shall be paid a salary (inclusive of any director’s fees payable to him) at the rate of £30,500 175,000 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be annum payable by equal monthly instalments installments in arrear arrears on or around the last working 25th day of each calendar month.month with such increments thereto as the Company may from time to time determine and (3b) The Executive recognises that if the Company’s ability to pay Company achieves the Executive’s salary is dependent upon its raising £62,000 of seed funding operating profit target for each Financial Year as set out in the budgets for the TMP Group which are agreed by the Board and agrees that payment TMP (the “Profit Target”), the Appointee shall be paid an annual bonus by the Company which shall be twenty per cent (20%) of the salary set out in Clause 6.1(a) (the “Base Salary”). Such annual bonus shall be paid to the Appointee by the last day of February in each calendar year. 6.2 If in any Financial Year the TMP Group acquires any business or any shares in any company which is due then form part of the TMP Group, the Appointee hereby confirms that the Board and TMP shall be entitled to him under Clause 4(1amend the Profit Target for the relevant Financial Year to take account of the Board’s and TMP’s reasonable view of the impact of any such acquisition on the Profit Target for the remainder of the Financial Year. 6.3 For any broken period of a Financial Year of the Company the amount (if any) payable to the Appointee by way of bonus shall be ascertained on a pro rata basis by reference to the proportion which the period during which the Employment continued bears to the whole of such Financial Year. 6.4 If the Employment shall be terminated by the Appointee in breach of the terms of this Agreement, any bonus in respect of the period from 1st September 2002 until Financial Year during which the end of the month immediately preceding the month in which such seed funding Employment is raised so terminated shall be deferred until payable to the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shallAppointee only if, in its absolute discretion, think fitthe Company so decides. (5) Whenever the Executive is only employed for part of a month he 6.5 The Company shall be entitled to a ratable proportion of at any time during the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of Employment or in any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company event on termination, howsoever arising, to deduct from the ExecutiveAppointee’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive any monies properly due from him to the Company or any Associated Company. (8) 6.6 The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option Base Salary shall be granted reviewed by the Company by 28th February 2003, or such later date as annually on 1 January in each year of the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000Employment. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The For each calendar year during the term of employment, the Executive shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company an annualized salary in cash, the amount of which shall be determined by the Compensation Committee and may vary from year to year (“Base Salary”) provided that the Compensation Committee shall determine the amount of the Base Salary for acting as an officer the relevant year and communicate same to the Executive no later than the end of any Group Company. (7) January of that year. The Executive hereby authorises the Company Base Salary, once determined and communicated to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted paid by the Company at such time or time intervals as determined by 28th February 2003the Compensation Committee and shall not be subject to or affected by the work performance of the Executive. In addition to the Base Salary, or such later date as the Parties agree that the Executive may also be entitled to receive an additional remuneration from the Company that is discretionary and/or performance-based in nature (whether in cash, in the form of securities of EGT or a combination of both) and the Company shall agreeamount of which, and the Company shall make all reasonable efforts to ensure that this option if any, shall be a qualifying option determined by the Compensation Committee and may vary from year to year. For the performance-based remuneration, if any, it is agreed that the Compensation Committee shall determine the amount of it for the purposes of Schedule 14 relevant year and communicate same to the Finance Xxx 0000.Executive no later than the end of January of that year. Other discretionary remuneration, if any, shall be communicated to the Executive as soon as reasonably practicable after same being determined by the Compensation Committee. In connection with these discretionary and/or performance-based remuneration, if any, it is agreed that : (9a) the Executive shall be entitled to participate in EGT’s 2008 Stock Incentive Plan or any of such successor plans. The Compensation Committee, at its sole discretion, shall decide the amount and frequency of option grants; and (b) the Executive will may be granted an option, in a form agreed discretionary performance bonus or bonuses based on guidelines set by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid Compensation Committee on an annual basis or whenever deemed appropriate by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such optionCompensation Committee. The first exercise date amount of such option shall be 1st September 2005. This option shall be granted Base Salary and other discretionary and/or performance-based remuneration for 2013 under this employment as determined by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000Compensation Committee is set forth in Appendix A attached hereto.

Remuneration. (1a) The Executive Executive’s monthly gross base salary shall be US $50,000 (together with any increases thereto as hereinafter provided, the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. All monthly payments of Base Salary shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on arrears within the last working day five days of each calendar month. (3b) The Executive recognises that If required by the Company’s ability , the Executive agrees to pay defer $20,000 per month of his base salary (the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment “Deferred Amount”) until the latter of the salary which is due to him under Clause 4(1) business reaching $10 million in respect of the period from 1st September 2002 until cumulative revenues or the end of 2021. On either of the month immediately preceding above options being reached, the month Company will promptly transfer the Deferred Amount to the Executive in which such seed funding is raised shall full. The Base Salary may be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed increased by the Board from time to time as during the Board sees fit Term but at least once in each year and the rate of salary may shall be increased reviewed by the Board at least annually. Starting in the second year of this Agreement, Executive’s monthly base salary shall be increased in accordance with effect industry standard compensation for chief executive officers so long as the Company has completed a capital raise or has the cash flow available to do so. (c) To the extent that the Company does not have sufficient funds to pay Executive his Base Salary, the Executive agrees that he shall defer the aggregate unpaid amount (the “Deferral Amount”) which will be registered in the Company’s books as a loan given to the Company by the Executive. As and when the Company has additional funds from any source, the Company will pay as much of Executive’s Base Salary as possible. So long as any amount of the Executive’s Base Salary remains unpaid, the Executive will have the option to convert such amount, or part of it into shares of the Company at the average trading price of the 10 days prior to the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed request by the Executive to exercise this option. This option will survive the CompanyTerm of this agreement. (8) d) The Executive shall be eligible to participate in employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, group medical, dental and vision cover, life and permanent disability insurance, monthly car allowance, pension contributions of a minimum of 10% of the gross monthly salary and flexible-spending account plans (whether in existence as at the date hereof or to be established in the future). In the alternative the Company, at its sole discretion, having considered the suitability of Company benefits for the Executive, will provide the employee with a cash benefits allowance of not less than $7,500 gross per month to procure his own benefits, including without limitation private medical, dental and vision cover, life and permanent disability insurance, car allowance and pension provision. (e) On the earlier of the Company’s cumulative revenues reaching $10 million (including, for the avoidance of doubt, revenue to be granted an received by the Company in respect of orders for the Company’s products) or on 31 March 2021, the Executive will receive a one-time payment of $385,000 in cash or, at Executive’s option, $385,000 in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price shares of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall shares to be granted by valued at their fair market value at the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000issuance.

Remuneration. (1a) During the period of active employment, Employee shall be entitled to receive the following compensation for his services: (i) The Executive Company shall be paid a pay to Employee an annual salary at the rate of £30,500 per annumTHREE HUNDRED TWENTY-FIVE THOUSAND ($325,000) DOLLARS commencing October 1, 1998, payable in weekly installments, or in such other manner as shall be agreeable to the Company and Employee. (2ii) Subject In addition to Clause 4(3)his salary set forth in Paragraph 5(i) above, Employee shall receive an increment in an amount equal to the cumulative cost of living on his base salary as reported in the "Consumer Price Index, New York Northeastern New Jersey, all items", published by the United States Department of Labor, Bureau of Labor Statistics, using January 1,1998 as the base year for computation. Such cost of living increment with respect to the aforesaid salary of Employee shall accrue from day be made semi-annually as follows: (A) With respect to day and be payable by equal monthly instalments in arrear on the last working day first six months of each calendar monthyear during the period of employment, such increment shall be calculated and payable cumulatively on or before the first day of August of such year; and (B) With respect to the last six months of each calendar year during the period of employment, such increment shall be calculated and payable cumulatively on or before the first day of February of the following calendar year. If Employee's employment shall terminate during any six-month period referred to in this Paragraph 5 (ii), then the cost of living increment provided for herein shall be prorated accordingly. (3iii) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1Not later than one hundred twenty (120) in respect of the period from 1st September 2002 until days after the end of the fiscal year of the Company and each subsequent fiscal year of the Company ending during the four year and three month immediately preceding period of employment, the month in which such seed funding is raised Company shall be deferred until the date falling two working days after the date on which such seed funding is raised. pay to Employee, as incentive compensation an amount equal to four (4%) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date percent of the review by such amountConsolidated Pretax Earnings of the Company in excess of the Company's Minimum Consolidated Pretax Earnings, as defined below. For purposes hereof, the term "Consolidated Pretax Earnings" of the Company shall mean, with respect to any fiscal year, the consolidated income, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting such fiscal year as an officer set forth in the audited, consolidated financial statements (the "Financial Statements") of any Group Company. (7) The Executive hereby authorises the Company and its subsidiaries included in its Annual Report to deduct from stockholders for such fiscal year, before deduction of taxes based on income or of the Executive’s remuneration incentive compensation to be paid to Employee for such fiscal year under this Agreement as defined below in this clause (which for the purpose of this sub-clause shall include iii) and in no event more than Employee's annual salary whether set forth in lieu of notice or otherwise, holiday pay and sick payclause (i) all debts owed by the Executive to the Companyimmediately above. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. 1. The Chief Executive Officer shall receive for his activity a gross annual salary (1base salary) The Executive shall be paid a salary at in the rate amount of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by in 12 equal monthly instalments in arrear on the last working day of each calendar month. (3) installments. The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s annual salary shall be reviewed by the Supervisory Board from annually with regard to a possible increase. The next annual review for a possible increase in the gross salary is planned for Q3, 2007. An adjustment of the German share (in EUR) relative to the U.S. share (in U.S. $) of the Chief Executive Officer’s gross salary is possible at any time with the approval of the Supervisory Board, so as to reflect a possible change in the relative amount of time spent by the Chief Executive Officer working for the Company in Germany relative to the USA. 2. Moreover, the Chief Executive Officer shall continue to receive support for maintaining double households (“double-household allowance”) with respect to the second residence in the USA in the amount of US $4,500 (four thousand five hundred US Dollars) per month, which shall be paid out in the USA. This amount shall also be reviewed by the Supervisory Board on an annual basis with regard to a possible increase. 3. In addition to the remuneration specified in Paragraphs 1 and 2, the Chief Executive Officer shall receive special remuneration to be decided by the Supervisory Board within the meaning of § 00 XxxX (Xxxxxx Xxxxx Xxxxxxxxxxx Xxx) as additional performance-based compensation (“performance cash bonus”). This “performance cash bonus” shall - if the Board sees fit but at least once Chief Executive Officer performs - be in each year keeping with the standards of his position and field. However, whether this remuneration will be granted and the rate amount thereof are at the sole discretion of salary may the Supervisory Board. 4. In addition to the remuneration defined in Paragraphs 1 through 3, and in addition to the “performance” stock options and/or convertible bonds to be increased decided by the Supervisory Board on an annual basis, the Chief Executive Officer shall, at the earliest possible time following the signing of this Agreement, receive as part of his remuneration a one-time amount of 495,000 convertible bonds with effect from a conversion price corresponding to the average of the prices of the GPC Biotech stock in the XETRA closing auction on the five days prior to the issue date of the review stock options to the Chief Executive Officer. This presupposes that the new “conditional capital” necessary therefor has been created by such amountthe GPC Biotech 2007 General Meeting of Shareholders. If the General Meeting of Shareholders 2007 does not authorize new convertible bonds, if anythe Chief Executive Officer shall receive 300,000 stock options instead. This presupposes that the new “conditional capital” necessary therefor has been created by the GPC Biotech 2007 General Meeting of Shareholders. The conversion privilege of the convertible bonds (or stock options) shall be exercised in accordance with the applicable terms and conditions for convertible bonds (or stock options). In this regard, as it shallthe options are subject to a special call right (“vesting”) staggered in annual tranches not to exceed 4 years (i.e., in its absolute discretion“vesting” of 123,750 convertible bonds, think fitor 75,000 stock options, per year). (5a) Whenever In the Executive is only employed for part event of a month he shall be entitled to a ratable proportion “Change of the salary which he would have received if he had been employed for the whole of such a month. Control” (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick payhereinafter defined) all debts owed by the Executive stock options, convertible bonds and all other equity-linked compensation subject to vesting that were granted to the Company. (8) The Chief Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company Officer prior to the exercise date Change of Control will fully vest and become interminable (accelerated vesting). In addition, for a period of 5 years following a Change of Control or until the end of their terms, the Company will not use its right to terminate contained in the terms and conditions of the aforementioned stock options, convertible bond or phantom stock or any other rights. In the case of lit. (i) and lit. (ii) below the triggering of a notification obligation or, if no notification obligation is triggered, the acquisition of such optionvoting rights and in case of lit. The first exercise date of such option shall be 1st September 2005. This option shall be granted by (iii) to lit (vii) below the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000respective measure becoming legally effective).

Remuneration. (1a) During the term of this Agreement, the annual base salary payable to the Executive for his services hereunder shall be US $150,000 exclusive of those benefits set forth herein. The annual base salary payable to the Executive pursuant to this subsection shall be payable semi-monthly in arrears or in such other manner as may be mutually agreed upon, less, in any case, any deductions or withholdings required by law. (b) The Corporation shall provide the Executive with employee benefits comparable to those provided by the Corporation from time to time to other senior executives of the Corporation through its existing group life or group insurance plans. At the option of the Executive, to be exercised by notice in writing to the Corporation, the Executive may chose to arrange his own insurance program in which event the Corporation shall pay to the Executive the value of the benefits otherwise to be provided pursuant to this Subsection 5(b), the annual cost of which shall be paid in 24 equal installments on the same days as the base salary is paid pursuant to Subsection 5(a) hereof. (c) The Executive shall be paid a salary at entitled to participate in the rate 1998 Long-Term Incentive Plan of £30,500 per annum.IVI Checkmate (the "Plan") and in any subsequently adopted plan of IVI Checkmate and the Corporation hereby confirms and agrees that: (2i) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments Executive has been granted 103,850 Options (as such term is defined in arrear on the last working day Plan) as of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of this Agreement which Options vest immediately, expire, subject to the review by terms of the Plan, on the 25th day of June, 2007 and are exercisable at an exercise price per share of Stock (as such amount, if any, term is defined in the Plan) at the greater of US$6.81 and the Fair Market Value (as it shall, such term is defined in its absolute discretion, think fit.the Plan) as of the date of this Agreement; and (5ii) Whenever the Executive is only employed for part of a month he Corporation shall be entitled use its best efforts to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting ensure that so long as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for 's employment has not been terminated in accordance with the purpose terms of this sub-clause shall include annual salary whether in lieu of notice or otherwiseAgreement, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option75,000 Options (as such term is defined in the Plan) on January 14, in a form agreed by 1999 which Options will vest on the Boarddate of grant, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per sharewill expire, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 subject to the Finance Xxx 0000. (9) The Executive terms of the Plan, on January 14, 2007 and will be granted exercisable at an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a exercise price equal to the price paid by the most recent subscriber for Ordinary Shares per share of Stock (as such term is defined in the Company prior to Plan) at the exercise date Fair Market Value (as such term is defined in the Plan) as of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003January 14, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 00001999.

Remuneration. (1) 5.1 The Executive shall be paid by way of remuneration for his services during his employment hereunder a salary at the rate (the “Salary Rate”) of £30,500 233,810 per annum, subject to increase pursuant to Clause 5.2. (2) Subject to Clause 4(3)5.2 The Company shall review the Salary Rate for increase at least once each year, and any change in the Salary Rate resulting from such review will take effect from 1 April in the relevant year. The Company’s review shall take into consideration, among other factors, the base salary paid to individuals performing similar services at comparable companies based in Bermuda, the United Kingdom and the United States, as well as other relevant local or global talent pool comparables, it being expressly understood that while it is intended that the 7816061.2 Company shall accrue from day consider these factors, it shall have no obligation to day and take any specific action based on such factors. 5.3 The Executive’s salary will be payable by equal monthly instalments instalments; each monthly instalment will be in arrear respect of a calendar month and will be paid on or before the last working day of each such calendar month. Where the employment has begun or ended in a calendar month, salary in respect of that month will be the proportion of a normal month’s instalments which the days of employment in that month bear to the total days in the month. (3) 5.4 The Executive recognises that shall be eligible for a cash bonus based on an annual bonus potential of 60% during his employment hereunder of such amounts (if any) at such times and subject to such conditions as the Company’s ability Compensation Committee of the Board of Directors of Holdings (the “Compensation Committee”) may in its absolute discretion decide. This bonus potential shall not act as either a cap or floor and the actual bonus paid to pay the Executive for any year in question will be subject to consideration by the Compensation Committee of both the Executive’s salary is dependent own performance (based upon its raising £62,000 of seed funding recommendation by the Manager and agrees that payment the Chief Executive Officer) and the performance of the salary which is due to him under Clause 4(1) Group. As a result, the actual bonus paid in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall any year may be deferred until the date falling two working days after the date on which such seed funding is raisedmore or less than this potential amount. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) 5.5 The Executive will be granted an optioneligible for consideration for LTIP awards issued by Holdings and future years. Any such grant, in a form agreed by however, remains subject to the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price absolute discretion of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from Chief Executive Officer and the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as Compensation Committee and the Executive and shall have no guarantee of participation in any future LTIP awards. In addition, the Company shall agreeform of any award issued under the LTIP programs may vary, and the Company shall make but in all reasonable efforts to ensure that this option shall cases will be a qualifying option for the purposes of Schedule 14 subject to the Finance Xxx 0000rules of the Aspen Insurance Holdings Limited 2013 Share Incentive Plan or replacement plans. (9) 5.6 The Executive will Company may withhold from amounts payable under this Agreement all applicable taxes that are required to be granted an option, in a form agreed withheld by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, applicable laws or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000regulations.

Remuneration. (1) 5.1 The Executive Company shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s Employee a gross salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of each Year of Employment in the period from 1st September 2002 until the end Employment Period (before deduction for income taxes and other required deductions) of the month immediately preceding the month in which such seed funding is raised shall $[—] (CAD) (as may be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board adjusted from time to time, the “Basic Salary”) payable in accordance with the payroll practices of the Company adopted from time as the Board sees fit but at least once in each year and the rate of salary may to time. The Basic Salary shall be increased subject to an annual review by the Board with Board, which may, in its sole discretion, adjust the Basic Salary. The Company may elect to effect from payment by way of direct deposit. The Employee shall not be entitled to overtime pay, nor to any other right or compensation in respect of any such overtime performance, except as required under the date Employment Act. 5.2 The Employee shall, in respect of each Year of Employment during the review by Employment Period, be eligible for consideration to receive such amountbonus remuneration, if any, as it shallthe Board in its sole discretion may authorize[; provided that the Employee will be eligible for an annual discretionary target bonus of $[—] (CAD) for the 2013 Year of Employment, based on objectives determined by the Board]1. 5.3 The Employee shall be eligible to receive a retention bonus of $[—] (CAD), of which: (a) 50% would become payable to the Employee on the date that is 13 months after the Effective Date; and (b) 50% would become payable to the Employee on the date that is 25 months after the Effective Date, in its absolute discretion, think fit. (5) Whenever each case provided that the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether Employee remains in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company through the applicable payment date, inclusive. 5.4 The Company shall provide to the Employee, in addition to Basic Salary and bonus remuneration, if any, the benefits provided generally to its employees, which Benefits shall be provided in accordance with and subject to the terms and conditions of the applicable fund, plan or arrangement relating to the Benefits in effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the time to time. 5.5 The Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 recommend to the Finance Xxx 0000. Board of Directors of Procera (9the “Procera Board”) The Executive will that the Employee be granted an optionoption to purchase [—] shares of Procera’s common stock (the “Option”), in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a having an exercise price equal to the closing price paid as quoted on The Nasdaq Stock 1 Only certain employees will be eligible for this bonus. Market, Inc. on the grant date approved by the most recent subscriber for Ordinary Shares Procera Board. The Option will vest and become exercisable as follows: 25% of the shares subject to the Option shall vest on the first anniversary of the grant date and the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments thereafter so that the Option shall be fully vested on the fourth anniversary of the grant date, provided that the Employee remains in continuous service with the Company (as defined in Procera’s applicable equity award plan, (the “Plan”)). The Option shall be governed by the terms and conditions set forth in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agreePlan, and in the Company shall make all reasonable efforts to ensure that the applicable stock option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000agreement and grant document.

Remuneration. (1) 6.1 The Executive Employee shall be paid by the way of remuneration for his services during his employment hereunder a salary for serving as a Chief Operating Officer of the Company at the rate of £30,500 (pound)130,000 per annum. annum for the period 6 months from the Commencement Date, rising to (2) Subject to Clause 4(3), pound)150,000 per annum thereafter. Such salary shall be paid by equal monthly instalments in arrears on the salary last day of every month and shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s day. Such salary shall be reviewed at the end of each financial year of the Company and shall be increased provided that the performance of the Employee in the reasonable opinion of the Board justifies such increase. Notwithstanding anything to the contrary contained in the Articles of Association of the Company or of any Associated Company the Employee shall not be entitled to any other remuneration either as director or employee of the Company or any Associated Company. 6.2 Payment of salary to the Employee shall be made either by the Company or by an Associated Company and, if by more than one company, in such proportions as the Board may from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever 6.3 The Employee shall not under any circumstances either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business with the Executive is only employed for part of a month he Company or any Associated Company. 6.4 The Employee shall be entitled eligible to receive up to a ratable proportion maximum of 4,829,577 share options in terms of the salary which he would have received if he had been employed for the whole of such a monthagreed stock option agreement attached as Schedule A hereto. (6) The 6.5 A cash-control and profit performance based bonus scheme will be operated on an annual basis commencing with fiscal year 2005 and thereafter. A bonus equal to 10% of Employee's then salary shall be inclusive of any fees or remuneration which payable if the Executive receives or would otherwise be entitled to receive from Associated Company and its consolidated subsidiaries, including the Company for acting as an officer (collectively, the "Group") shall achieve 100% of any Group Company. (7) The Executive hereby authorises the Company net income after tax budget targets established prior to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed each fiscal year by the Board. At such time as the net income after tax budget target shall equal or exceed (US) $5,000,000, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option such bonus shall be granted subject to increase on a pro-rata basis to a maximum of 100% of Employee's then salary if the Group shall achieve 200% of the net income after tax target established by the Company by 28th February 2003, or Board for such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000fiscal year. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. 7.1 The Company shall pay to the Appointee during the continuance of his appointment during the Term a base salary of Three Hundred and Sixty Thousand Euro (1€360,000.00) per annum (“Base Annual Salary”), (or at such higher rate as may from time to time be agreed pursuant to sub-Clause 7.3) subject to the deduction of employee income, social taxes and any other taxes, levies or withholdings imposed by law. Such salary shall include any sums receivable as director’s fees (if applicable) or other remuneration from any Group Company or from any other company or unincorporated body in which he holds office as nominee or representative of the Company or any Group Company. The Executive said salary, which shall be paid a salary at the rate of £30,500 per annum. (2) Subject deemed to Clause 4(3), the salary shall accrue from day to day and day, shall be payable in arrears by bank credit transfer in equal monthly instalments in arrear on the last working day of each calendar month. 7.2 In addition to the Base Annual Salary, the Company shall provide the Appointee with an annual motor car allowance of Twenty Five Thousand Euro (3€25,000) The Executive recognises that the Company’s ability subject always to pay the Executive’s salary is dependent upon its raising £62,000 any such allowance being subject to deduction of seed funding taxes, social insurance costs and agrees that payment any other taxes, levies of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raisedwithholdings imposed by law. (4) 7.3 The Executive’s salary shall payable in accordance with sub-Clause 7.1 may be reviewed by the Board from time to time as Remuneration Committee on the Board sees fit but anniversary of the Effective Date or at least once in the start of each financial year of GCAL, and the rate of salary may be increased by the Board Remuneration Committee with effect from the such date of the review by such amount, amount (if any, ) as it shall, in its absolute discretion, think thinks fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) 7.4 The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive Appointee hereby authorises the Company to deduct from the Executive’s his remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts any debt owed by the Appointee to the Company or any Group Company, including but without limitation the balance outstanding of any loans (including interest where appropriate) advanced by the Company to the Appointee. 7.5 The Appointee shall be invited to participate in the Group’s Executive Bonus Scheme. In addition to the Base Annual Salary, where the actual performance of the Group exceeds the Budget Targets for any financial year, the Remuneration Committee shall award the Appointee a bonus (the “Executive Bonus”) to be paid in one or more instalments in the year following the year upon which the bonus calculation is based. Any payment under the Executive Bonus scheme shall be subject to deduction of taxes, social insurance costs and any other levies or withholdings imposed by law. 7.6 The Executive Bonus shall be calculated as follows: (a) where the Budget Targets are achieved for any financial year the Executive Bonus shall equal 50% of the Base Annual Salary in that financial year: (b) where the Budget Targets are exceeded by 10% or more for any financial year the Executive Bonus shall equal 100% of the Base Annual Salary in that financial year; and (c) where the Budget Targets are exceeded by 20% or more for any financial year the Executive Bonus shall equal 150% of the Base Annual Salary of that financial year. 7.7 The Board or the Remuneration Committee may award the Appointee any other bonus at its discretion. 7.8 The Appointee shall participate in a group pension scheme. The Company’s contribution shall be limited to 26% of €300,000 (the “Pensionable Salary”) such Pensionable Salary to increase from time to time as agreed by the Board or any committee appointed by the Board or GCAL. 7.9 The Appointee will be entitled to Health Insurance equivalent to VHI Plan E or an equivalent Health Insurance Allowance. Any Benefit in Kind (“BIK”) taxes will be for the Appointee’s account and any such allowance shall be subject to deduction of taxes, social insurance costs and any other levies or withholdings imposed by law. Such health insurance cover shall apply to the Appointee, his spouse or partner and children under the age of 21. 7.10 The Appointee will be provided with free parking at the head quarters of the Company in Dublin, being his place of work, subject to deduction of any taxes and any other levies or withholdings imposed by law in respect of such parking space. 7.11 As part of the provision of pension benefits, the Appointee will be provided with Life Assurance, being equivalent to the cover of €1,000,000. 7.12 As part of the provision of pension benefits, the Appointee shall be provided with Long Term Illness Insurance (also known as Permanent Health Insurance or PHI) for Incapacity in excess of six months, being 66% of the Base Annual Salary subject to any cap in the market for PHI. The terms of the PHI plan shall be as negotiated by the Company or GCAL, under terms and conditions acceptable to the Company. (8) 7.13 The Executive will Appointee shall be granted an option, eligible for participation in the Share Option Plan. 7.14 If the Company or GCAL considers it necessary or desirable for the Appointee to become or remain a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at member of a price of £12.72 per share, becoming exercisable after 2 years of continuous service professional body in connection with the Company with effect from the commencement date in Clause 2 (1). This option Appointee’s employment it shall be granted by the Company by 28th February 2003, or a term of his employment that he maintains such later date as the Executive and membership provided that the Company shall agree, and pay the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for relevant subscription fee on behalf of the purposes of Schedule 14 to the Finance Xxx 0000Appointee. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. As of 15 August 2022, your salary is £ 325,552 (1gross) The Executive shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) . The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary Salary shall be reviewed by Interface’s CEO (“CEO”) and the Compensation Committee of Interface’s Board of Directors (“Compensation Committee”) from time to time as the Board sees fit but at least once in each year and the rate of salary the Salary may be increased by the Board Company (upon approval of the Compensation Committee) with effect from that date by such amount if any as it shall think fit. For the avoidance of doubt it is agreed that you shall have no contractual right to any increase in Salary under this clause, and there will be no review of the Salary after notice has been given in accordance with Clause 9 or if you are in receipt of benefits under the Company’s permanent health insurance scheme. You will be paid by credit transfer into a bank or building society of your choice on the 15th of each calendar month although if this falls on a day when banking services are not available payment will be made on the last day on which banking services are available before that date. The Company may change the date and manner of payment at its discretion but will give you notice of any such change. You will be notified on a monthly basis of details of payments and deductions by a comprehensive itemized pay statement. You may be eligible to participate in a bonus/commission scheme subject to the terms of the review scheme which are in force from time to time. You will be advised in writing of the details of any such scheme. As of 15 August 2022, you are eligible to participate in the Company's annual executive cash bonus program ("Executive Bonus Program") with a target opportunity of 90% of your yearly paid salary. The Company, upon approval of the Compensation Committee, reserves the right to amend or withdraw the terms of bonus/commission schemes at any time. To be eligible to receive the bonus/commission you must be employed by the Company at the end of the period to which the bonus/commission relates. This means that if your employment terminates for whatever reason, prior to the end of that period you will not be entitled to any bonus/commission payment (whether pro rata or otherwise), unless stated otherwise in the Severance Agreement referenced in clause 9 below. For the purposes of sections 13 to 16 of the Employment Rights Xxx 0000, you consent to the deduction from your salary or bonus/commission (or any other sum payable to you by the Company) of any sums owing by you to the Company or any of its associated companies at any time and agree to make payment to the Company of any sums owed by you to the Company on demand at any time. For the avoidance of doubt this clause authorizes the Company to make a pro rata deduction from your salary in respect of any unauthorized absence, whether such amountabsence is for a day, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to day or for a ratable proportion number of the salary which he would have received if he had been employed for the whole of such a monthdays. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The 2.1 HSBC shall pay to the Executive shall be paid on behalf of the Company, a gross salary currently at the rate of £30,500 GBP1,250,000 per annum. annum (2the “Salary”) Subject to Clause 4(3)less Statutory Deductions, the salary which shall accrue from day to day and be payable by equal monthly instalments in arrear arrears on or about the last working day 20th of each calendar month. (3) . The Executive recognises that the Company’s ability to pay Board will review the Executive’s salary annually in March, the first such review to take place in March 2011. There is dependent upon its raising £62,000 no obligation on HSBC or the Company to increase the Executive’s Salary pursuant to any such review or otherwise provided always that such reviews are conducted reasonably and in good faith having regard to the Executive, the treatment of seed funding other executives of comparable status and agrees that payment all other relevant circumstances. There will be no review of the salary which is due Salary after notice has been given by either party to him under Clause 4(1terminate the Employment. 2.2 HSBC on behalf of the Company may at its sole discretion (acting reasonably and in good faith) both as to whether to pay or award any Variable Pay (as defined at clause 2.3) and if so, how much, pay or award the Executive Variable Pay of such amount as the Board may determine in respect of each complete financial year of HSBC during which the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raisedEmployment subsists. 2.3 For the purposes of this Agreement “Variable Pay” means any non-pensionable incentive compensation including any bonus or deferred bonus in the form of (4i) The Executive’s salary shall be reviewed by the Board cash or (ii) equity awarded under any share plan in force from time to time as (in relation to which performance conditions may or may not be attached) and subject to clauses 2.10 and 2.11. 2.4 The operation of and all arrangements relating to any such Variable Pay, (including without limitation the payment or award date for any Variable Pay from time to time), will be at the absolute discretion of the Board sees fit but at least once in each year and the rate of salary which may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever terminate, replace or amend any such plan at any time provided that the Executive is only employed for part treated no less favourably than other executives of a month he comparable status and in similar circumstances. 2.5 The Executive shall not be entitled to a ratable proportion be considered for and/or to receive any Variable Pay if on the date that any such Variable Pay is due to be declared he: 2.5.1 is no longer employed by the Company or any Group Company; or 2.5.2 is under notice of termination of employment (including if the Executive is not assigned any duties in accordance with the garden leave provisions at clause 14.4), due to the termination of the salary which he would have received if he had been employed for Employment by either the whole Executive (other than in response to the Company’s repudiatory breach of such a monthcontract) or by the Company pursuant to clause 14.1.2 of this Agreement. 2.6 The remuneration specified in clauses 2.1 and 2.2 (6) The salary if any), shall be inclusive of any fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of HSBC or any Group Company or of any other company or any unincorporated body in which the Company for acting Executive holds the office as an officer nominee or representative of HSBC or any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The 3.1 By way of remuneration for his services under this agreement the Company shall pay to the Executive shall be paid a salary at the rate of £30,500 one hundred and forty thousand pounds 140,000 GBP per annum. annum (2) Subject which shall be deemed to Clause 4(3), the salary shall accrue from day to day and be day) payable in arrears by equal monthly instalments in arrear on the last working day Business Day of each calendar month, such salary being inclusive of any fees to which the Executive may be entitled as a director of the Company or any subsidiary. (3) The Executive recognises that 3.2 On or about 1 January 2007 and on each anniversary of such date during the Company’s ability to pay continuance of this agreement, the Executive’s said salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him payable under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised sub-clause 3.1 shall be deferred until reviewed and the date falling two working days rate of such salary payable after the date on which of such seed funding is raisedreview shall be no less than that payable immediately before. (4) 3.3 The Executive’s Executive shall in addition to the basic salary shall be reviewed by the Board payable under sub-clause 3.1 from time to time as be entitled to: a) a cost of living allowance of 11,000 GBP per annum (which shall be deemed to accrue from day to day) payable in arrears by equal monthly instalments on the Board sees fit but last Business Day of each month and subject to the deduction of tax at least once source; and b) to participate in each year and the rate of salary may be increased any Management Incentive Plan or other annual bonus plan for senior executives approved by the Board at its absolute discretion with effect from the date approval of the review by such amount, if any, as it shall, in its absolute discretion, think fitCompensation Committee. (5) Whenever 3.4 In the event of any variation in the remuneration payable to the Executive is only employed hereunder being made by agreement between the parties hereto, such variation shall not constitute a new agreement but subject to any express agreement to the contrary the Employment shall continue subject in all respects to the terms and conditions of this agreement with such variations as aforesaid. 3.5 Upon termination for part whatever reason of a month he the Employment, the Company shall be entitled to a ratable proportion deduct from any sum then payable to the Executive by reason of the salary which he would have received if he had been employed for Employment or its termination the whole of such a month. (6) The salary shall be inclusive value of any fees claim the Company or remuneration which any Group Member may bona fide have against the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer whether in respect of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (period before such termination or not, any monies which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts may at that time be owed by the Executive to the Company.Company or a Group Member, including but not limited to: (8) The Executive will be granted an option, in a form agreed a) overpayment of wages; b) overpayment of expenses incurred by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with Executive in carrying out his duties; c) loans or advances on wages which the Company with effect may from time to time make to the commencement Executive; and d) a sum representing holiday taken in excess of entitlement at the date in Clause 2 (1)of the termination of the Employment. This option shall be granted by the Company by 28th February 2003, or such later date as By signing this agreement the Executive and the Company shall agree, and the Company shall make all reasonable efforts agrees to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000such deductions. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 7.1 The Company shall pay to the Executive shall be paid a salary the Salary at the rate of £30,500 «Currency»«Salary» per annum. (2) Subject , on or about the 27th day of each calendar month by credit transfer to Clause 4(3), the salary shall accrue from day to day and be his bank account payable by equal monthly instalments in arrear on the last working day of each calendar month. arrears (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which or such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board other sum as may from time to time be agreed). The rate of Salary will normally be reviewed annually on 1st October. 7.2 In addition to his Salary, the Executive will be eligible to participate in such of the following incentive schemes as exist from time to time for senior executives of the Company, subject always to their respective rules: (a) Diageo Annual Incentive Plan; (b) «OPTION_SCHEME»; (c) Diageo Long Term Incentive Plan (The TSR Plan); and/or (d) Diageo 2001 Share Incentive Plan and Diageo UK Sharesave Scheme 2000. The Executive’s participation in such plans and schemes is at the discretion of the Company. If the Company shall make a payment or grant an award under such plans and/or schemes in any one year, this shall not give rise to a contractual entitlement to a payment or award in future years. Further, the Company may at its discretion reduce the Executive’s participation in the incentive schemes at (b) and (c) above in the event that he fails to satisfy the minimum shareholding requirement (based on his salary and length of service) applicable to him which will be notified to him from time to time. 7.3 The Executive shall hold such offices of the Company and any Associated Company for such periods as the Board sees fit but at least once in each year and the rate of salary Company may be increased by the Board with effect require from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled time to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) time. The salary Salary shall be inclusive of any fees or remuneration to which the Executive receives may be entitled as a director of the Company or would otherwise any Group Company. The Executive agrees to forthwith pay to the Company or procure that the Company is paid all such fees received by him. 7.4 Payment of the Salary to the Executive shall be made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Board may from time to time think fit. 7.5 The Company shall be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from any sum due to the Executive’s remuneration (which for Executive under the purpose terms of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts Agreement any monies which are owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 4.1 The Executive shall be paid receive during the continuance of his appointment a salary at the rate of £30,500 (pound)214,000 per annum. (2) Subject , such salary to Clause 4(3), the salary shall accrue on a day-to-day basis and to include any remuneration from day any Group Company and to day and be payable by credit transfer by equal monthly instalments in arrear arrears on or before the last working day of each calendar month. (3) . The Executive recognises that the Company’s ability to pay Remuneration Committee will undertake an annual review of the Executive’s 's salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised Executive shall be deferred until the date falling two working days after the date on which entitled to such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once increases in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amountsalary, if any, as it shall, in its absolute discretion, think fitmay be determined at such reviews at the sole discretion of the Remuneration Committee. (5) Whenever 4.2 For the purposes of the Employment Rights Xxx 0000 and otherwise the Executive is only employed for part of a month he shall be entitled hereby consents to a ratable proportion of the deduction from his salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which sum owing by the Executive receives to the Company at any time from his salary or would otherwise be entitled to receive any payment or payments due from the Company for acting as an officer to the Executive hereunder or otherwise and the Executive hereby also agrees to make any payment to the Company of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts sums owed by the Executive to the CompanyCompany upon demand by the Company at any time. 4.3 Depending on the Executive's and the Company's quarterly performance a quarterly related bonus payment may be made to the Executive. The Remuneration Committee determines the bonus arrangements of the Executive. Bonus payments are at the absolute discretion of the Company, save that the Company shall act reasonably in its assessment of the Executive's entitlement hereunder, in respect of the period for which the bonus is payable, which shall be the previous quarter or such other period as may be agreed from time to time (8) the 'Bonus Payment Period'). The amount of any bonus payment awarded will depend on the achievement of quarterly performance targets which the Company will notify to you and will not exceed 40% of the Executive's salary for the Bonus Payment Period. The Executive shall not be entitled to payment of any such bonus if his employment with the Company has terminated howsoever caused or if the Executive has served notice of termination on or before the bonus payment date. 4.4 The Executive may also be entitled to participate in the Ebooker's Executive Share Option Scheme, subject always to the rules of the scheme applicable from time to time (and any replacement schemes provided by the Company), and to the specific terms on which any options may be granted under the rules of the scheme The Remuneration Committee shall in its sole discretion determine the value of any share options granted to the Executive from time to time. 4.5 The Executive will be granted an option, entitled to participate in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price stakeholder pension scheme details of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive which will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000provided on request.

Remuneration. (1) 6.1. The Executive shall be paid a salary at the rate of £30,500 per annumremuneration will vary according to the rates agreed with Clients for whom the Employee provides Services. The Employee will be notified in writing by the Company of the hourly rates of remuneration applicable to an Assignment as soon as reasonably practicable and in the relevant Assignment Sheet. Unless otherwise agreed this will be at a rate at least equivalent to the then current National Minimum Wage. (2) Subject to Clause 4(3), 6.2. The Employee shall keep a timesheet record of the salary shall accrue from day to hours spent performing the Services. The timesheet must show the number of hours the Employee has worked each day and be payable signed by equal monthly instalments in arrear on each of the last working day Employee and the Client. Where instructed, the Employee must submit a copy of each calendar monthtimesheet to the Company. The Employee can only claim payments for hours worked that are supported by correctly completed timesheets. Original timesheets must be forwarded to the Customer. (3) 6.3. The Executive recognises that the Company’s ability to Company will pay the Executive’s salary Employee for correctly submitted and authorised timesheet hours or days only. 6.4. If there is dependent upon its raising £62,000 of seed funding written agreement from the Company that there is no SDC on a particular Assignment, the Company will reimburse to the Employee all expenses reasonably and agrees that payment properly incurred in the proper performance of the salary which is due Employee’s duties, including home to him under Clause 4(1) in respect of site travel at the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board rates from time to time specified by the Company. This is subject to the Employee providing to the Company completed weekly timesheets in accordance with Clause 5.14 and Clause 6.2 above and any other evidence of actual payment of such expenses as the Board sees fit but Company may reasonably require from time to time. For the avoidance of doubt, expenses will only be reimbursed at least once in each year the companys' discretion where there is sufficient commission available to do so and the rate of salary may be increased it is accepted by the Board with effect from Company that there is no SDC. Once the date of the review by such amountemployment has ended, if any, as it shall, in its absolute discretion, think fitany entitlement to expenses ceases immediately. (5) Whenever the Executive is only employed for part of a month he 6.5. The Company shall be entitled to a ratable proportion of make the salary which he would have received if he had been employed necessary legal deductions from the Remuneration for both the whole of such a monthEmployee and the Company as required by UK and/or foreign tax and social security authorities. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises 6.6. Any over-payment by the Company to the Employee shall be a sum of money recoverable from the Employee. 6.7. The Company will be entitled at any time during the Employment Contract and at its termination to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive any payment to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, Employee any monies owed to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and Employee. Failure by the Employee to fulfil the terms of the Agreement will entitle the Company shall agreeto withhold any payments due to the Employee without prejudice to any other rights in law, and which the Company shall make all reasonable efforts to ensure that may have against the Employee arising out of the breach of this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000Agreement. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1a) The Executive shall During the Employment Term, the Employee will be paid a salary of $128,400 per annum (the "Base Salary"), which shall be payable in approximately equal installments at such intervals as Barrister pays the rate salaries of £30,500 per annumits executive employees. Barrister shall deduct or withhold from such payments, and from all other payments made to the Employee pursuant to this Agreement, all amounts which are permitted or required to be deducted or withheld under any applicable law now in effect or which may become effective during the term of this Agreement (including but not limited to Social Security contributions and income tax withholdings.) Employee will also be eligible for additional compensation in accordance with an annual incentive compensation plan for the Employee as determined by the Board of Directors at its sole discretion provided, however, that the failure of Barrister to award any such bonus and/or other incentive compensation shall not give rise to any claim against Barrister. Employee performance will be reviewed annually on or about April 1st, starting on April 1, 2003. The Employee's incentive compensation plan for each of Barrister's fiscal years within the period of employment shall be based upon Barrister achieving annual business and financial objectives which shall be determined by the Board of Directors at its sole discretion, however, any increase in compensation shall be limited by and subject to any applicable wage control regulations or guidelines promulgated by the United States Government and made applicable to Barrister. (2b) Subject It is understood that temporary disability (of ninety (90) days or less in duration) will not result in termination of Employee's employment, during which period of time Barrister's short-term disability policy will apply. After ninety (90) days of disability, Barrister's long-term disability policy will apply. The Employee will contribute to Clause 4(3)Barrister's long-term disability policy in accordance with company policy. In the event Employee suffers a long-term disability, Barrister will cover the salary shall accrue from day to day difference, if any, between Employee's Base Salary, net of taxes, and be payable by equal monthly instalments in arrear on the last working day long term disability payments, for a period of each calendar monthone year. (3c) The Executive recognises that the Company’s ability Employee will be entitled to pay the Executive’s salary is dependent reimbursement for all reasonable travel and other business expenses (excluding expenses associated with Employee's personal vehicle) incurred by him and in performance of his duties under this Agreement, upon its raising £62,000 presentation of seed funding such supporting documents and agrees that payment of the salary forms as Barrister may reasonably request and in accordance with Company policy. Employee will be included in any group life insurance, medical insurance, pension and profit-sharing plans, health care expense reimbursement and other employee benefit programs which is due to him under Clause 4(1) Barrister may have in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board force from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in for its absolute discretion, think fitpersonnel. (5d) Whenever the Executive is only employed for part of a month he Employee shall be entitled to a ratable proportion of the salary four (4) weeks vacation each year, which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise used as defined by existing corporate policy, except that Employee will be entitled to receive from take vacation during the Company for acting as an officer first year of any Group Companyemployment. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The 2.1 HBAP shall pay to the Executive shall be paid on behalf of the Employer a salary at the rate of £30,500 HKD8,000,000 gross per annum. annum (2the “Basic Salary”) Subject to Clause 4(3), the salary which shall accrue from day to day and be payable by equal monthly instalments in arrear arrears on or about the last working day 24th of each calendar month. (3) month via the Hong Kong payroll. The Executive recognises that the Company’s ability to pay Board will review the Executive’s salary annually in April, the first such review following the date of this Agreement to take place in 2009 (except where notice has been given by either party, following which no review will be carried out). There is dependent upon its raising £62,000 of seed funding and agrees that payment no obligation on the Employer to increase the Executive’s salary pursuant to any such review or otherwise. 2.2 HBAP may also on behalf of the salary Employer, at its sole discretion both as to whether to pay any variable incentive compensation (including any bonus or deferred bonus in the form of cash or equity) (“Variable Pay”) and if so how much, pay the Executive Variable Pay of such amount as the Board may determine in respect of each complete financial year of the Employer during which the Employment subsists. The Executive acknowledges that he has no contractual right to receive any Variable Pay until it is due to him under Clause 4(1) declared in writing in respect of the period from 1st September 2002 until financial year to which it relates and that he will not acquire such a right on the end basis that during the Employment he has received one or more Variable Pay awards. Back to Contents 2.3 The operation of and all arrangements relating to any such Variable Pay, including the payment or award date as applicable, will be at the discretion of the month immediately preceding the month in Board which may terminate, replace or amend any such seed funding is raised arrangement. 2.4 The Executive shall not be deferred until entitled to be considered for and/or to receive any Variable Pay if on the date falling two working days after the date on which that any such seed funding Variable Pay is raised. due to be paid, released or distributed (4as applicable) The Executive’s salary shall be reviewed he is no longer employed by the Board from time to time as the Board sees fit but at least once in each year and the rate Employer or any Group Company, or is under notice of salary may be increased by the Board with effect from the date termination of the review by such amount, employment (including if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part not assigned any duties in accordance with the garden leave provisions at clause 14.4), due to termination of a month he shall be entitled employment by the Executive (other than in response to a ratable proportion the Employer’s repudiatory breach of contract) or by the salary which he would have received if he had been employed for the whole Employer pursuant to clause 14.1.2 of such a monththis Agreement. (6) 2.5 The salary remuneration specified in clauses 2.1 and 2.2 shall be inclusive of any fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of HSBC, HBAP or any other Group Company or of any other company or any unincorporated body in which the Company for acting Executive holds the office as an officer nominee or representative of HSBC, HBAP or any Group Company. 2.6 Payment of salary and any Variable Pay to the Executive shall be made either by HBAP or by a Group Company and, if by more than one company, in such proportions as the Board may from time to time think fit, subject always to the Employer’s reasonable consideration of any detrimental net employment tax consequences on the Executive, by doing so. 2.7 Payments made to the Executive by HBAP (7or such other Group Company to which the Executive is seconded from time to time) are made for and on behalf of the Employer. 2.8 The Executive hereby authorises may be entitled to participate in the HSBC Share Plan or any other employee share scheme established by the Group from time to time. Any such right to participate is subject to the rules of the relevant scheme and shall be at the discretion of the Board. 2.8.1 If the Executive is entitled to participate in such a scheme, his rights under such scheme will be subject to and in accordance with the rules of that scheme. Subject to such rules, the rights and obligations of the Executive under the terms and conditions of his office or employment shall not be affected by his participation in the scheme or any right he may have to participate in the scheme. 2.8.2 Subject to the rules of the relevant scheme, in participating in such a scheme, the Executive waives any rights to compensation or damages from the Company arising from the loss or failure to deduct from receive any rights or benefits under the scheme (or the diminution in value of such rights or benefits) as a result of: (a) the termination of his office or employment and/or giving notice of termination of employment with any Group Company for any reason whatsoever (whether lawful or unlawful); and/or (b) the exercise or failure to exercise any discretion conferred by the rules of the scheme. Back to Contents 2.9 Subject to clause 7.3, during the Executive’s remuneration (which for the purpose of this sub-clause secondment to HBAP, he shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive account to the Company. appropriate authorities for all taxes, national insurance contributions and any other applicable statutory deductions (8) The Executive will be granted an optiontogether “Statutory Deductions”) payable by him under any applicable law or regulation in respect of all sums received by him under this Agreement and shall indemnify HBAP for any losses, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003costs, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts expenses incurred by HBAP resulting from his failure to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000do so. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive. 6.2 The Salary shall be paid a salary at the rate of £30,500 per annum. (2) Subject deemed to Clause 4(3), the salary shall accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that accordance with the Company’s ability to normal pay policy into a bank account nominated by the Executive’s salary . 6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is dependent upon its raising £62,000 payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of seed funding and agrees that payment 100% of the salary Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is due the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to him under Clause 4(1) in respect 200% of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised Salary. Any applicable performance metrics shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Board sees fit but at least once in each year and the rate Compensation Committee of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, may in its absolute discretiondiscretion decide. Save for the Year 1 Bonus, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from the Company for acting as an officer of any Group Companytime to time. (7) 6.4 The Executive hereby authorises the Company to may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts any: 6.4.1 money owed by the Executive to the Company, Aspen Holdings or any Group Company by the Executive; and 6.4.2 deductions or withholdings for or on account of Tax as may be required by law. (8) 6.5 The Executive Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with take effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 7.1 The Company will pay the Executive shall be paid a salary at the rate of £30,500 L243,800 per annum. annum (2or at such rate as may from time to time be notified to him by the Board) Subject to Clause 4(3), the which salary shall will accrue from day to day and be payable in arrears by equal monthly instalments in arrear on by the last working day of each calendar month. (3) 7.2 The Executive recognises that Executive's salary will be subject to reviews by the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment Remuneration Committee of the salary Board which is due to him under Clause 4(1) in respect of the period will be effective on and from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once 1 July in each year and during the rate Executive's employment under this Agreement provided that the increase (if any) of such salary will be a matter to be decided at the Remuneration Committee's absolute discretion. The fact that the Executive's salary may be increased by in any year or years during his employment does not confer any right on the Board with effect from the date of the review by such amount, if any, as it shall, Executive to receive any increase in its absolute discretion, think fitany subsequent year. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) 7.3 The salary shall referred to in clause 7.1 will be inclusive of any director's fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of the Company for acting as an officer or of any Group Company. (7) The Executive hereby authorises 7.4 At the Company to deduct from the Executive’s remuneration (which for the purpose absolute discretion of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, the Executive may be allowed to subscribe participate in such bonus scheme or schemes as the Company operates for 1,093 ‘F’ Ordinary Shares at a price executives of £12.72 per share, becoming exercisable after 2 years of continuous service comparable status to incentivise performance and reward future loyalty and on such terms (including any performance targets or criteria) as the Board may determine from time to time. Participation in or payments under any such scheme for any year will not confer on the Executive any right to participate or to be paid the following year or any subsequent years. Any payments are conditional on the Board being reasonably satisfied with the Company with effect from Executive's performance and conduct up to the commencement date in Clause 2 (1)of payment. This option shall No payment will be granted made under any scheme if, on the payment date the Executive has given, or has been given, notice of termination of employment or is no longer employed by the Company by 28th February 2003Company, or such later date as save where the Executive and has retired with the agreement of the Company shall agreeor the Executive's employment has been terminated in breach of this Agreement, and the Company shall make all reasonable efforts to ensure that this option shall be in which case a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive payment will be granted an option, made in a form agreed by accordance with the Board, to subscribe rules of the bonus scheme in respect of the number of full calendar months for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as which the Executive was employed during the relevant financial year of the Company. Any such scheme is entirely discretionary in nature and the Company shall agree, is not incorporated by reference into this Agreement. Bonus payments are non-pensionable and the Company shall make all reasonable efforts are subject to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000PAYE deductions.

Remuneration. (1a) The Executive Executive’s monthly gross base salary shall be US $30,000 (together with any increases thereto as hereinafter provided, the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. All monthly payments of Base Salary shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on arrears within the last working day five days of each calendar month. (3b) The Executive recognises that agrees to defer $10,000 per month of his base salary (the Company’s ability to pay “Deferred Amount”) until the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment latter of the salary which is due to him under Clause 4(1) business reaching $10 million in respect of the period from 1st September 2002 until cumulative revenues or the end of 2020. On either of the month immediately preceding above options being reached, the month Company will promptly transfer the Deferred Amount to the Executive in which such seed funding is raised shall full. The Base Salary may be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed increased by the Board from time to time as during the Board sees fit Term, but at least once in each year and the rate of salary may shall be increased reviewed by the Board at least annually. Starting in the second year of this Agreement, Executive’s monthly base salary shall be increased in accordance with effect industry standard compensation for chief executive officers so long as the Company has completed a capital raise or has the cash flow available to do so. (c) To the extent that the Company does not have sufficient funds to pay Executive his Base Salary, the Executive agrees that he shall defer the aggregate unpaid amount (the “Deferral Amount”) which will be registered in the Company’s books as a loan given to the Company by the Executive. As and when the Company has additional funds from any source, the Company will pay as much of Executive’s Base Salary as possible. So long as any amount of the Executive’s Base Salary remains unpaid, the Executive will have the option to convert such amount, or part of it into shares of the Company at the average trading price of the 10 days prior to the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed request by the Executive to exercise this option. This option will survive the CompanyTerm of this agreement. (8) d) The Company shall also issue Executive as soon as reasonably practicable shares of common stock equal to ten percent (10%) of the outstanding shares of its common stock on a fully issued, converted and diluted basis. The Company agrees to bear all costs and fees to be charged by the Company’s transfer agent in respect of such shares. The term “on a fully issued, converted and diluted basis” means that to the extent that there are outstanding any notes, preferred shares, options, warrants or other securities that are convertible into shares of common stock (collectively, “Convertible Securities”), then the number of shares of common stock outstanding shall include 100% of the shares of common stock into which the Convertible Securities are convertible. (e) The Executive shall be eligible to participate in employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, group medical, dental and vision cover, life and permanent disability insurance, monthly car allowance, pension contributions of a minimum of 10% of the gross monthly salary and flexible-spending account plans (whether in existence as at the date hereof or to be established in the future). In the alternative the Company, at its sole discretion, having considered the suitability of Company benefits for the Executive, will provide the employee with a cash benefits allowance of not less than $7,500 gross per month to procure his own benefits, including without limitation private medical, dental and vision cover, life and permannt disability insurance, car allowance and pension provision. (f) On the earlier of the Company’s cumulative revenues reaching $10 million (including, for the avoidance of doubt, revenue to be granted an received by the Company in respect of orders for the Company’s products) or on 31 March 2021, the Executive will receive a one-time payment of $385,000 in cash or, at Executive’s option, $385,000 in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price shares of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall shares to be granted by valued at their fair market value at the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000issuance.

Remuneration. (1) The Executive shall be paid a salary at 7.1 During the rate of £30,500 per annum. (2) Subject to Clause 4(3)Term, the Company shall pay to the Employee a basic salary shall accrue from day calculated on the annualized rate set out in the Particulars (which excludes the value of any benefits referred to day and in this Contract) (the “Basic Salary”). The Basic Salary will be payable by in equal monthly instalments in arrear the amount specified in the Particulars in arrears on or around the last working day of each relevant calendar monthmonth and pro-rated where required. 7.2 The Employee specifically acknowledges and agrees that the Basic Salary is inclusive of any and all reward, award, remuneration, or other compensation that the Employee may be entitled to as a result of any conception, creation, development, derivation or other exploitation of any Intellectual Property Rights of the Company and/or its Affiliates under any applicable law. 7.3 The Company may, in its sole discretion, determine whether the Employee is entitled to a bonus (3) The Executive recognises that pursuant to the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1MBO bonus plan) in respect of the period from 1st September 2002 until the end each complete financial year of the month immediately preceding Company (which runs from 1 January to 31 December). The target amount of the month in which such seed funding annual discretionary bonus is raised shall 80% of the Employee’s Basic Salary earned during the plan year. To be deferred until eligible to receive an MBO payment, the Employee must not have, at the relevant payment date falling two working days after of the date on which such seed funding is raised. (4) MBO payment, received or submitted any notice of termination of the Employment. The Executive’s salary shall be reviewed by the Board Company may withdraw, suspend or amend any bonus plan from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever 7.4 The Company shall reimburse the Executive is only employed for part Employee in respect of a month he shall be entitled all expenses reasonably incurred in the proper performance of his duties hereunder and approved by his/her supervisor subject to a ratable proportion of the salary which he would have received if he had been employed for Employee providing such valid receipts or other evidence as the whole of such a monthCompany may require and subject to the Company's expenses rules and policies in place from time to time. (6) The salary shall be inclusive of any fees or remuneration which 7.5 Subject to local laws, the Executive receives or would otherwise be entitled to receive from Employee agrees that the Company for acting as an officer of may deduct any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts sums owed by the Executive Employee to the Company. (8) The Executive will be granted an option, in a form agreed by Company from any sums owed to the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted Employee by the Company by 28th February 2003including, but not limited to, any overpayments, loans or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 advances made to the Finance Xxx 0000Employee, any monies owed on a corporate credit card, any costs incurred due to excessive mobile phone use where it is deemed to be personal rather than business-related or any unauthorized or non-business related expenses. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 6.1 The Executive shall be paid entitled to a basic annual salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the as set out in Schedule 1 and such salary shall accrue from day to day on a daily basis and be payable by equal monthly instalments in arrear arrears on the last working day of the month by credit transfer. In addition to such salary the Company may in its absolute discretion pay the Executive an Annual Performance Bonus in accordance with an Annual Performance Bonus Scheme ("the Scheme") from time to time in force. Details of the first year of the Scheme are set out in Schedule 3. Any Scheme is subject to change at the discretion of the Board at any time during any year. If applicable the Executive will be issued with new Scheme details at the beginning of each calendar monthfinancial year. Notwithstanding any other terms of a Scheme, the final decision as to whether to award an Annual Performance Bonus to the Executive remains at the discretion of the Board. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) 6.2 The Executive’s 's salary shall be reviewed by the Board from time to time as the Board sees fit but at least once annually in June each year and the rate of salary may be increased revised taking into account the responsibilities then undertaken by the Board with effect from Executive, his performance in carrying out those responsibilities and the date performance of the review by such amountCompany. Notwithstanding the above, if any, as it shall, the Company shall not be obliged to make any increases in its absolute discretion, think fitsalary. (5) Whenever 6.3 In addition to his remuneration the Executive is only employed for part shall be repaid all travelling, entertainment and other expenses reasonably incurred by him in the proper performance of a month he shall his duties subject to the Executive complying with such guidelines, policies or regulations issued by the Company in this respect and subject to the production to the Company of the requisite vouchers or documentary evidence of such expenditure. 6.4 The Company will be entitled to a ratable proportion of the deduct from any salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which due to the Executive receives or would otherwise any monies that may be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay due and sick pay) all debts owed owing by the Executive to the Company. (8) The Executive will be granted an optionCompany such as excess of bonus/commission paid, advance payments for anticipated expenses in a form agreed excess of those expenses actually being incurred by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and pay received for holiday taken in excess of the Executive's entitlement. Where any property or money belonging to the Company shall agreeor any Group Company or any client, and customer, visitor or other employee of the Company shall make all reasonable efforts or Group Company is lost or damaged (as the case may be) through the Executive's negligence or recklessness or through any breach of the Company's rules or any dishonesty on the Executive's part, the Company reserves the right to ensure that this option shall be require the Executive to pay for any such loss or damage either by a qualifying option for deduction from the purposes of Schedule 14 Executive's salary or by any other method acceptable to the Finance Xxx 0000Company. Deductions will normally be made in the month following the month in which the over payment is made or when the debt falls due and payable or any excess holiday is taken or when the loss is incurred or identified, but the Company reserves the right to make deductions at any time, including upon termination of employment when the Company may make deductions from any salary or bonus due at any time during the notice period. (9) 6.5 The Executive will shall not be granted an option, in a form agreed entitled to receive any directors' fees or other remuneration by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in virtue of holding his offices as directors of the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000other Group Companies.

Remuneration. (1) 4.1 The Executive Employee shall be paid for his services a salary at the rate of £30,500 GBP130,000 per annum. payable by equal monthly installments on the 25th day of each month (2) Subject to Clause 4(3or on the previous working day if such a day falls on a weekend or bank holiday), the . Such salary shall be deemed to accrue from day to day day. The Company shall from time to time determine the source from which the Employee's remuneration is to be paid to the Employee and except so far as otherwise so determined, the same shall be payable paid by equal monthly instalments in arrear on the last working day of each calendar monthCompany. The Employee's remuneration shall be subject to such withholding or deductions as are required by law to be made. (3) 4.2 The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s Employee's basic salary shall be reviewed by the Board from time to time as the Board sees fit but Company at least once in each year every year, the first review to be on or about the anniversary date of his employment, and the rate of basic salary may be increased by the Board Company with effect from the that date of the review by such amount, if any, amounts as it shall, in its absolute discretion, think thinks fit. 4.3 Upon the Employee's acceptance and commencement of employment with the Company and establishment of the Company's stock option plan, he will be granted an option to purchase shares of the Company representing three percent (53%) Whenever of the Executive is only employed Company's total issued capital stock at the current fair market value on Employee's date of hire as determined by the Company, pursuant to a separate option agreement. The option shares will vest over a 4-year period (commencing on the first anniversary date of Employee's date of hire) at the rate of 25% of the option shares per year, subject to Employee's continued employment. The options will have a term of 10 years, provided Employee remains in continuous employment with the Company, and will otherwise be subject to United Kingdom and United States regulations and laws as well as the terms of the stock option plan itself. The option agreement will provide that upon a change of control of the Company (a merger, consolidation or reorganization in which the Company's stockholders cease to exercise 50% of the total combined voting power of the surviving entity, or a sale or other disposition of all or substantially all of the Company's assets), the Company will use its best efforts to effect the assumption of Employee's options under the stock option plan of the surviving or acquiring entity on equivalent terms. The Company will consider additional option grants based on Employee's performance. 4.4 The Employee will be eligible to receive a bonus ranging between 30% to 50% of his annual basic salary based on reasonable criteria, which may include the following: meeting revenue goals within cost and expense budgets, meeting roll-out schedules across Europe, meeting page view and unique visitor target goals, and developing and maintaining top level strategic relationships with key partners and content providers throughout Europe. The specific targets for part Employee's bonus eligibility will be developed in accordance with the Company's business plan, and will be provided by way of amendment to this Agreement within sixty (60) days of the effective date of this Agreement. In the event of a month he termination of Employee (other than termination pursuant to Section 11.1 below) in the midst of a calendar year, Employee shall be entitled to a ratable proportion pro rata portion of the salary which he would have received if he had been employed for bonus based on Employee's progress towards meeting the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include defined annual salary whether in lieu of notice or otherwisebonus criteria, holiday pay and sick pay) all debts owed by the Executive to based on the Company's reasonable determination taking into account all of the facts and circumstances surrounding such bonus criteria. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 6.1 The Company shall pay to the Executive shall be paid a basic salary at the rate of £30,500 310,000 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear arrears, by credit transfer to a bank account nominated by the Executive on or around the last working day of each calendar month. (3) . The Executive recognises that the Company’s ability salary payments will be subject to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) such deductions in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board taxes and any other deductions as may from time to time be required by law and/or which are agreed by the Executive. 6.2 The Executive's salary will be reviewed annually by the Remuneration Committee of the AT plc Board in its absolute discretion in December of each year commencing from December 2022. Any increase in salary will take effect from 1 January each year commencing from 1 January 2023. 6.3 Subject always to the rules of the Company Share Option Scheme from time to time in force (the "Share Scheme") and to the Executive's eligibility to participate in the Share Scheme, the Executive may at the absolute discretion of the Company be entitled to share options under the Share Scheme. Where the Employment is terminated for whatever reason and whether or not in breach of contract she shall not be entitled, and by applying for an option the Executive shall be deemed irrevocably to have waived any entitlement, by way of compensation for loss of office or otherwise to any sum or other benefits to compensate her for the loss of any rights under the Share Scheme. 6.4 On or around 4 May 2022, or such other date as the AT plc Board sees fit but may determine and subject to the rules of the Share Scheme and any applicable legal or regulatory requirements, the Executive shall be awarded 333,792 "market value" options to acquire ordinary shares in AT plc and 223,512 nominal cost options to acquire ordinary shares in AT plc on condition that, at least once in each year the time of the award of such share options, the Executive continues to serve as the Chief Scientific Officer of AT plc and the rate of salary may be increased remains employed by the Board with effect Company and is not under notice of termination (whether given by the Company or the Executive). The options shall vest over a period of four years from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part grant. The market value options shall have an exercise price per ordinary share of a month he shall be entitled to a ratable proportion not less than one sixth of the salary which he would have received if he had been employed for closing trading price of an American Depositary Share of AT plc on the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive last business day prior to the Company. (8) The Executive will be granted date of grant, translated from USD to GBP, and the nominal cost options shall have an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a exercise price of £12.72 0.001 per ordinary share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The Executive shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4a) The Executive’s monthly base salary shall be reviewed seven thousand dollars ($7,000 (together with any increases thereto as hereinafter provided, the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. The Base Salary may be increased by the Board from time to time as during the Board sees fit Term, but at least once in each year and the rate of salary may shall be increased reviewed by the Board at least annually. Starting in the second year of this Agreement, Executive’s monthly base salary shall be increased in accordance with effect industry standard compensation for chief legal officers so long as the Company has completed a capital raise of no less than $1,500,000. ARTICLE 3 To the extent that the Company does not have sufficient funds to pay Executive his Base Salary, the Executive agrees that he shall receive $3,000 of such salary per month in cash and defer the remaining $4,000 (the “Deferral Amount”), which will be registered in the Company’s books as a loan given to the Company by the Executive. As and when the Company has additional funds from any source other than the Loan or any other loan made to the Company on the date hereof to pay Executive, the Company will pay as much of Executive’s Base Salary as possible. The Deferral Amount will be accumulated in the Company’s books as loan. The accumulated Deferral Amount will be repaid by the Company at such time when the Company begins making repayment of the loan made under the Kalfa Group Loan Agreement between the Company, Yxxxx Xxxxx and Exxxxx Xxxxx of even date herewith (the “Loan”). At such time when (i) the Company’s market capitalization reaches $7,000,000, (ii) the Company raises from investors no less than $1,500,000 or (iii) the Company repays the Loan, the Executive will have the option to convert the above mentioned accumulated debt, or part of it, into shares of the Company at the average trading price of the 10 days prior to the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed request by the Executive to the Company. (8) The Executive will be granted an exercise this option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by will survive the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that Term of this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000agreement. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 2.1 The Company shall pay to the Executive shall be paid a salary at the rate of £30,500 HKD9,300,000 per annum. annum (2the “Basic Salary”) Subject to Clause 4(3), the salary which shall accrue from day to day and be payable by equal monthly instalments in arrear arrears on or about the last working day 24th of each calendar month. (3) . The Executive recognises that the Company’s ability to pay Board will review the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of annually in April, the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which first such seed funding is raised shall be deferred until review following the date falling two working days after of this Agreement to take place in 2009 (except where notice has been given by either party, following which no review will be carried out). There is no obligation on the date on which such seed funding is raised. (4) The Company to increase the Executive’s salary shall pursuant to any such review or otherwise. 2.2 The Company may also, at its sole discretion and in such manner as it may determine, pay to the Executive an annual bonus which may be reviewed by in the Board from time to time form of cash or equity (“Variable Bonus”) of such value as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, determine in its absolute sole discretion, think fit. The Executive acknowledges that the Variable Bonus is of a gratuitous nature and that he has no contractual right to receive any Variable Bonus and that he will not acquire such a right solely on the basis that during the Employment he has received one or more Variable Bonus awards. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) 2.3 The salary remuneration specified in clauses 2.1 and 2.2 shall be inclusive of any fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of the Company for acting or of HSBC or any other Group Company or of any other company or any unincorporated body in which the Executive holds the office as an officer nominee or representative of the Company or any Group Company. (7) The 2.4 Payment of salary and any Variable Bonus to the Executive hereby authorises shall be made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Board may from time to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwisetime think fit, holiday pay and sick pay) all debts owed by the Executive subject always to the Company’s reasonable consideration of any detrimental employment tax consequences on the Executive, by doing so. (8) 2.5 The Executive may be entitled to participate in the HSBC Share Plan or any other employee share scheme established by the Group from time to time. Any such right to participate is subject to the rules of the relevant scheme and shall be at the discretion of the Board. 2.5.1 If the Executive is entitled to participate in such a scheme, his rights under such scheme will be granted an optionsubject to and in accordance with the rules of that scheme. Subject to such rules, the rights and obligations of the Executive under the terms and conditions of his office or employment shall not be affected by his participation in the scheme or any right he may have to participate in the scheme. 2.5.2 Subject to the rules of the relevant scheme, in participating in such a form agreed scheme, the Executive waives any rights to compensation or damages from the Company arising from the loss or failure to receive any rights or benefits under the scheme (or the diminution in value of such rights or benefits) as a result of: (a) the termination of his office or employment and/or giving notice of termination of employment with any Group Company for any reason whatsoever (whether lawful or unlawful); and/or (b) the exercise or failure to exercise any discretion conferred by the Board, rules of the scheme. 2.6 The Executive shall account to subscribe the appropriate authorities for 1,093 ‘F’ Ordinary Shares at a price all taxes payable by him under any applicable law or regulation in respect of £12.72 per share, becoming exercisable after 2 years of continuous service with all sums received by him under this Agreement and shall indemnify the Company with effect from the commencement date in Clause 2 (1). This option shall be granted for any losses, costs, or expenses incurred by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts resulting from his failure to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000do so. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 2.1 The Company shall pay to the Executive shall be paid a salary salary, currently at the rate of £30,500 700,000 per annum. annum (2the "Basic Salary") Subject to Clause 4(3)less appropriate tax, the salary national insurance contributions and any other applicable statutory deductions (together "Statutory Deductions") which shall accrue from day to day and be payable by equal monthly instalments in arrear arrears on or about the last working day 20th of each calendar month. The Board will review the Executive's salary annually in March (except where notice has been given by either party, following which no review will be carried out). There is no obligation on the Company to increase the Executive's salary pursuant to any such review or otherwise. 2.2 The Company may also at its sole discretion both as to whether to pay any variable incentive compensation (3including any bonus or deferred bonus in the form of cash or equity) ("Variable Pay") and, if so how much, pay the Executive Variable Pay of such amount as the Board may determine in respect of each complete financial year of the Company during which the Employment subsists. The Executive recognises acknowledges that the Company’s ability he has no contractual right to pay the Executive’s salary receive any Variable Pay until it is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) declared in writing in respect of the period from 1st September 2002 until financial year to which it relates and that he will not acquire such a right on the end basis that during the Employment he has received one or more Variable Pay awards. 2.3 The operation of and all arrangements relating to any such Variable Pay including the month immediately preceding payment or award date as applicable, will be at the month in Board's discretion which may choose to terminate, replace or amend any such seed funding is raised arrangement. 2.4 The Executive shall not be deferred until entitled to be considered for and/or to receive any Variable Pay if on the date falling two working days after the date on which that any such seed funding Variable Pay is raised. due to be paid, released or distributed (4as applicable) The Executive’s salary shall be reviewed he is no longer employed by the Board from time Company or any Group Company, or is under notice of termination of Back to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, Contents employment (including if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part not assigned any duties in accordance with the garden leave provisions at clause 14.4), due to termination of a month he shall be entitled employment by the Executive (other than in response to a ratable proportion the Company's repudiatory breach of contract) or by the salary which he would have received if he had been employed for the whole Company pursuant to clause 14.1.2 of such a monththis Agreement. (6) 2.5 The salary remuneration specified in clauses 2.1 and 2.2 shall be inclusive of any fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of the Company for acting or any Group Company or of any other company or any unincorporated body in which the Executive holds the office as an officer nominee or representative of the Company or any Group Company. (7) The 2.6 Payment of salary and any Variable Pay to the Executive hereby authorises shall be made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Board may from time to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwisetime think fit, holiday pay and sick pay) all debts owed by the Executive subject always to the Company's reasonable consideration of any detrimental net employment tax consequences on the Executive, by doing so. (8) 2.7 The Executive may be entitled to participate in the HSBC Share Plan or any other employee share scheme established by the Group from time to time. Any such right to participate is subject to the rules of the relevant scheme and shall be at the discretion of the Board. 21.1 If the Executive is entitled to participate in such a scheme, his rights under such scheme will be granted an option, subject to and in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service accordance with the Company with effect from rules of that scheme. Subject to such rules, the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as rights and obligations of the Executive under the terms and the Company conditions of his office or employment shall agree, and the Company shall make all reasonable efforts to ensure that this option shall not be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed affected by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares his participation in the Company prior scheme or any right he may have to participate in the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000scheme.

Remuneration. (1) The 6.1 With effect from the Effective Date and until the FD Appointment Date whilst the Executive carries out the role of Deputy Finance Director and Director, Group Transformation, the Executive shall be paid receive a base salary at the rate of £30,500 600,000 per annum. (2) Subject to Clause 4(3)6.2 With effect from the FD Appointment Date the Executive shall receive a base salary of £750,000 per annum. 6.3 The base salary provided for in Clauses 6.1 or 6.2 above, the salary as applicable, shall accrue from day to day and shall be payable by monthly in equal monthly instalments part in arrear arrears and part in advance on or about the last working day 11th of each calendar monthmonth by way of credit transfer and shall be paid subject to deduction of income tax and national insurance contributions. (3) 6.4 The Executive recognises that the Company’s ability to pay Remuneration Committee shall review the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and twelve months (with the rate first review taking place in 2020) save after notice of salary termination of this Agreement has been served by either party, but shall not be obliged to make any increase in the salary. 6.5 In addition to his salary, the Executive shall be eligible to participate in such annual and/or long-term incentive arrangements as the Company may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, determine in its absolute discretiondiscretion from time to time, think fiton such terms and at such level as the Remuneration Committee may from time to time determine. The Company reserves the right at any time to amend the terms of or terminate any such incentive schemes and to alter the level of the Executive’s participation therein without reference to or agreement from the Executive. The Executive acknowledges that during the course of his employment and on its termination he has no right to receive a bonus and/or other incentive award and that the Remuneration Committee is under no obligation to operate a bonus and/or long-term incentive scheme and that he will not acquire such a right, nor shall the Remuneration Committee come under such an obligation, merely by virtue of the Executive’s having received one or more bonus and/or other incentive award(s) or the Remuneration Committee’s having operated one or more bonus and/or incentive scheme(s) during the course of the Executive’s employment. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) 6.6 The salary remuneration specified in Clauses 6.1 and 6.2 above shall be inclusive of any all fees or and other remuneration to which the Executive receives or would otherwise may be entitled to receive from the Company for acting as an officer of the Company or of any Group Company. . To achieve this, the Executive shall account for any sums he receives to the Company and his salary shall be reduced by the amount of such sums (7) The and the Executive hereby authorises the Company to deduct from make any such reduction(s)). 6.7 In accordance with the Executive’s Companies Act 2006, all remuneration payments (which including payments for the purpose loss of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay office and sick paybenefits) all debts owed by due to the Executive (including any such payment due pursuant to this Agreement) will only be payable or provided if and to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service extent that they are either consistent with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares remuneration policy approved by members of the Company pursuant to section 439A of the Companies Act 2006 (the “Directors’ Remuneration Policy”) or are separately approved by resolution of the members of the Company, and any provision of this Agreement relation to the making of any such payment or provision shall only be enforceable to such extent. 6.8 The Executive agrees to comply with the terms of the Company’s shareholding requirements applicable to Executive Directors from time to time, as detailed in the Company prior to Directors’ Remuneration Policy, during the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive Appointment and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000specified period thereafter.

Remuneration. Packaging package complies with taxation or other relevant laws; b. The terms of the salary packaging arrangement shall be committed to writing and signed by the employer and the employee. A copy of the signed agreement shall be held by the employer and the employee; c. The selection of benefit payments may be altered at any time but frequent changes to payment schedules may incur additional costs to the employee; d. In the event that the full amount of the agreed benefits allocated to a specific employee’s agreed remuneration package is not utilised at end of each FBT year (1 April to 30 March) such balance will be paid in cash to the employee and shall be treated as salary and shall be subject to PAYG taxation; e. An employee who has a credit in the employee’s agreed remuneration package on cessation of employment may elect to utilise that credit to pay for an expense already incurred or receive the balance of credit in cash. Provided that the cash payment shall be treated as salary and shall be subject to PAYG taxation; f. The employee may package from a range of packaging models offered by the employer to determine what best suits their personal circumstances but does not exceed the maximum fringe benefits tax exemption designated to the charitable/not-for-profit sector; g. A range of fringe benefits and remuneration components may form part of a package. Some of which may be: Cash salary, SGC Super, Additional Super, Mortgage Loan Repayments, Personal Loan Repayments, Rent or Health Insurance. h. When staff commence remuneration packaging for the first time they must provide Carinya Home with evidence that they have obtained independent advice on any financial implications before entering into salary packaging arrangements. Notwithstanding the above provisions of this clause, salary packaging arrangements may be cancelled by either party by the provision of one (1) The Executive shall be paid a salary at the rate of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) ’s notice. The Executive recognises that parties agree to review the Company’s ability provisions of this clause in the event of significant change to pay existing taxation laws or the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive introduction of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Companynew legislation. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 6.1 The Company shall pay to the Executive shall be paid during the continuance of the Employment a basic salary at the rate of £30,500 285,000 per annum, less all appropriate deductions for tax and national insurance (the “Salary”). (2) Subject to Clause 4(3), the salary 6.2 The Salary shall accrue from day to day and shall be payable by equal monthly instalments in arrear arrears on or about the last 28th working day of each calendar month. (3) The month directly into the bank account specified by the Executive recognises that the Company’s ability from time to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that time, payment of the salary which is due to him under Clause 4(1) in respect of a period of less than a month being apportioned in proportion to the period from 1st September 2002 until the end number of days of the month immediately preceding the month Employment in which such seed funding is raised that month. The Salary shall be deferred until inclusive of any other fees or remuneration payable to the date falling two working days after Executive by reason of his holding of any office in the date on which such seed funding is raisedCompany and any Group Company. (4) 6.3 The Executive’s salary Salary shall be reviewed by the Board from time Company annually on or about the anniversary of the date of this Agreement. 6.4 The Company shall pay to time as the Board sees fit but Executive during the continuance of the Employment a car allowance at least once in each year and the rate of salary may be increased by the Board with effect from the date £14,400 per annum, payable in gross monthly instalments of the review by such amount, if any, as it shall, in its absolute discretion, think fit£1,200 (less all appropriate deductions for tax and national insurance). (5) Whenever the Executive is only employed for part of a month he 6.5 The Company shall be entitled pursuant to a ratable proportion of the salary which he would have received if he had been employed for 1996 Act, at any time during the whole of such a month. Employment and upon its termination (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company however arising), to deduct from the Executive’s remuneration (which for Salary and/or any other sums due to the purpose of Executive under this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts Agreement any sums owed by the Executive to the Company. (8) 6.6 The Executive may be entitled to participate in a discretionary bonus scheme (the “Scheme”). Award of any bonus under the Scheme will be granted an option, in a form agreed by entirely at the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price discretion of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date but in Clause 2 (1). This option shall be granted by exercise of such discretion the Company by 28th February 2003may take into account, or such later date as among other things, the Executive Company’s achievement of revenue and the Company shall agreeprofit targets, and the Company shall make Executive’s performance. The Executive’s annual target bonus award value under the Scheme will be up to 50% of the Executive’s annual salary (less all reasonable efforts to ensure that this option appropriate deductions for tax and national insurance) and any bonus awarded shall be a qualifying option for made quarterly, although the purposes value form and timing of Schedule 14 such award (if any) is entirely at the discretion of the Board. Award of bonus in any quarter should not give rise to the Finance Xxx 0000an expectation of similar, or any, future bonus awards. (9) The Executive will be granted an option6.7 No reference in Clause 6.6, above to sums or amounts in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option pounds sterling shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as taken to confer on the Executive and the Company shall agree, and the Company shall make all reasonable efforts any entitlement to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000payments or awards in cash in any currency.

Remuneration. (1) 4.1 The Executive shall be paid for his services hereunder a salary at which shall be payable by equal monthly installments on the rate first day of £30,500 per annum. each month (2) Subject to Clause 4(3or on the previous working day if such day falls on a weekend or bank holiday), the in arrears. Such salary shall be deemed to accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any remuneration or fees or remuneration to which the Executive receives may be entitled as director of the Company or would otherwise of any Associated Company. The rate of payment shall be (pound)24,000 per annum for the first 12 months of this Agreement and thereafter payment shall be made at a rate of (pound)36,000 per annum or such other rate as the parties may agree. 4.2 At least once in each six months, the Company shall review, but shall not be obliged to increase, the salary payable under this Agreement save as set out in clause 4.1 above. 4.3 On the Commencement Date the Board and the Executive shall agree upon annual revenue targets for the Company for the three years from the Commencement Date and put in place a bonus scheme relative to those revenue targets. The Executive shall be entitled to receive participate in the bonus scheme upon such terms and conditions as shall be set by the Board in its absolute discretion from time to time. To be eligible for consideration for such a bonus, the Executive must still be in service and not under notice of termination on the date appointed for payment of the bonus. The amount of the bonus (if any) shall be in the absolute discretion of the Board and the Board shall be entitled to terminate any bonus put in place at any time upon one month's written notice to the Executive. 4.4 The Company does not provide private medical insurance for its employees but shall (at its sole discretion) review the feasibility of putting in place such a scheme from time to time, but in no event shall the Company for acting as be under an officer of any Group Companyobligation to provide such a scheme. (7) 4.5 The Executive hereby authorises shall be eligible to participate in the Company to deduct from JAG Media Holdings, Inc stock option scheme. Membership of the Executive’s remuneration (which said scheme shall be in accordance with the rules of the scheme for the purpose of this sub-clause shall include annual salary whether time being in lieu of notice or otherwise, holiday pay force and sick pay) all debts owed by the vesting schedule and exercise price under the scheme applicable to the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares are set out in the Company prior Schedule to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000this Agreement.

Remuneration. (The CFO's monthly base salary shall be DKK 50,000, to paid in arrears twelve times a year every month and be available to the CFO on the 30th day of each month. The salary shall be subject to negotiation once a year, the first time being on January 1) The Executive , 2009. No compensation shall be paid for overtime or travel. Unless otherwise agreed, the working time of thirty hours shall be distributed with six hours per day between the hours of 8:00 am and 5:00 pm. It has been agreed that from October 15, 2007 and up to the start of his employment, the CFO shall work for the Company as a salary consultant for up to twenty hours per week against an hourly rate of DKK 500 plus VAT agreed between the Parties. In addition, the Company shall cover travel costs as per agreement. The CFO shall be offered shares in the parent company on the market terms applicable at the rate time of £30,500 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises purchase. In this connection it is noted that the Company’s ability Company is expected to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until be listed at the end of the month immediately preceding year or in early 2008. It has also been agreed that the month in which such seed funding is raised CFO shall be deferred until offered a bonus and/or share scheme on the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive terms applicable to the Company. (8) 's, Bark Copenhagen A/S's, other executive members of staff. The Executive will Company shall not pay allowance for driving for business purposes, except for a monthly payment of DKK 1,500 to cover parking. However, mileage allowance and parking allowance shall be granted an option, paid in a form agreed connection with travel abroad and to Jutland and Funen in Denmark. All costs incidental to the CFO's mobile telephone shall be paid by the BoardCompany; however, to subscribe for 1,093 ‘F’ Ordinary Shares such expenses shall never exceed a monthly average of DKK 1,000 calculated at a price the end of £12.72 per shareeach calendar year. In addition, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agreepay a maximum amount of DKK 1,600, and including VAT, per quarter for an Internet connection (ADSL connection) in the CFO's private residence. The Company shall make refund all reasonable efforts to ensure that this option expenses incurred by the CFO in connection with travel. This shall be a qualifying option for the purposes of Schedule 14 include low-cost air tickets, entertainment, hotel accommodation, subsistence allowance etc. accepted according to the Finance Xxx 0000. (9) The Executive Company's normal procedures. Unless otherwise agreed, the rates laid down by the Danish state for subsistence allowance and hotel accommodation shall apply. In connection with his employment, the CFO will be granted an option, in offered a form agreed by credit card to be used for payment of the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000above.

Remuneration. (1) 2.1 The Executive Company shall be paid pay to the Executive, a gross salary currently at the rate of £30,500 GBP700,000 per annum. annum (2the “Salary”) Subject to Clause 4(3)less Statutory Deductions, the salary which shall accrue from day to day and be payable by equal monthly instalments in arrear arrears on or about the last working day 20th of each calendar month. (3) . The Executive recognises that the Company’s ability to pay Board will review the Executive’s salary annually in March, the first such review to take place in March 2011. There is dependent upon its raising £62,000 no obligation on the Company to increase the Executive’s Salary pursuant to any such review or otherwise provided always that such reviews are conducted reasonably and in good faith having regard to the Executive, the treatment of seed funding other executives of comparable status and agrees that payment all other relevant circumstances. There will be no review of the salary which is due Salary after notice has been given by either party to him under Clause 4(1terminate the Employment. 2.2 The Company may at its sole discretion (acting reasonably and in good faith) both as to whether to pay or award any Variable Pay (as defined at clause 2.3) and if so, how much, pay or award the Executive Variable Pay of such amount as the Board may determine in respect of the period from 1st September 2002 until the end each complete financial year of the month immediately preceding Company during which the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raisedEmployment subsists. 2.3 For the purposes of this Agreement “Variable Pay” means any non-pensionable incentive compensation including any bonus or deferred bonus in the form of (4i) The Executive’s salary shall be reviewed by the Board cash or (ii) equity awarded under any share plan in force from time to time as (in relation to which performance conditions may or may not be attached) and subject to clauses 2.9 and 2.10. 2.4 The operation of and all arrangements relating to any such Variable Pay, (including without limitation the payment or award date for any Variable Pay from time to time), will be at the absolute discretion of the Board sees fit but at least once in each year and the rate of salary which may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretiondiscretion terminate, think fit. (5) Whenever replace or amend any such plan at any time provided that the Executive is only employed for part treated no less favourably than other executives of a month he comparable status and in similar circumstances. 2.5 The Executive shall not be entitled to a ratable proportion be considered for and/or to receive any Variable Pay if on the date that any such Variable Pay is due to be declared he is: 2.5.1 no longer employed by the Company or any Group Company; or 2.5.2 is under notice of termination of employment (including if the Executive is not assigned any duties in accordance with the garden leave provisions at clause 14.4), due to the termination of the salary which he would have received if he had been employed for Employment by either the whole Executive (other than in response to the Company’s repudiatory breach of such a monthcontract) or by the Company pursuant to clause 14.1.2 of this Agreement. 2.6 The remuneration specified in clauses 2.1 and 2.2 (6) The salary if any), shall be inclusive of any fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of the Company for acting or any Group Company or of any other company or any unincorporated body in which the Executive holds the office as an officer nominee or representative of the Company or any Group Company. (7) 2.7 Payment of Salary and any Variable Pay to the Executive shall be made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Board may from time to time think fit, subject always to the Company’s reasonable consideration of any detrimental net employment tax consequences on the Executive, by doing so. 2.8 The Executive hereby authorises may be eligible to participate in any employee share plan established by the Company from time to deduct time. Eligibility to participate is subject to the rules of the relevant plan in force from time to time and is at the discretion of the Board. The Company will use reasonable endeavours to procure that any discretion relating to the grant of additional awards to the Executive is exercised reasonably and in good faith having regard to the Executive, the treatment of other executives of comparable status and all other relevant circumstances. 2.9 If the Executive is eligible to participate in an employee share plan pursuant to clauses 2.2 and/or 2.8, his rights under such plan will be subject to and in accordance with the rules of that plan in force from time to time. To the extent that the rules of such plans impose legally enforceable limitations on the Executive’s remuneration legal rights, the Executive hereby acknowledges he shall be bound by such limitations. 2.10 Subject to the rules of the relevant plan as referenced at clauses 2.3 and 2.8, in participating in such a plan, the Executive waives all and any rights to compensation or damages arising from the loss or failure to receive any rights or benefits under the plan (which or the diminution in value of such rights or benefits) as a result of: (a) the termination of his office or employment and/or giving notice of termination of employment with any Group Company for any reason whatsoever (whether lawful or unlawful); and/or (b) the purpose of this sub-clause shall include annual salary exercise or failure to exercise any discretion (whether in lieu of notice lawful or otherwise, holiday pay and sick payunlawful) all debts owed conferred by the Executive to rules of the Companyplan. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The 8.1 For his services under this Agreement, the Executive shall be paid entitled to a fixed salary at the rate equivalent of £30,500 $300,000 USD per annum. (2) Subject to Clause 4(3), the . The salary shall be deemed to accrue from day to day but be paid in arrears directly into the Executive’s bank account by bank transfer subject to all appropriate and be payable by equal monthly instalments in arrear statutory deductions. The Executive hereby undertakes to provide the Company with full details of his bank account to make such payment. The Company will review the Fixed salary on an annual basis to ensure it is commensurate with the last working day role, the stage of the Company development and is benchmarked against industry average for the role. 8.2 Upon the achievement of each calendar month. (3) The of the specific milestones listed in Exhibit A, and subject to and conditioned upon the approval of the Board, the Executive recognises that shall be eligible to receive awards of the Company’s ability common stock, par value $0.0001 per share (“Common Stock”) as soon as reasonably practicable following the achievement of the specific milestone. The allotment of shares or any other such awards shall be subject to pay the terms of the Bright Green Corporation 2022 Omnibus Equity Compensation Plan (the “Plan”), as amended from time to time or any successor thereto, and any share participation plan the Company may put in place. 8.3 The Company shall reimburse the Executive for all proper reasonable expenses incurred by him in carrying out the business of the Company including but not limited to international travel expenses. The Executive shall comply with such rules as may from time to time be stipulated by the Board regarding the approval of and vouching of such expenses. 8.4 The Company does not operate a pension scheme. However, the Company will facilitate the Executive in setting up a Personal Retirement Savings Account (PRSA) should he wish. While the Company is prepared to facilitate deductions from the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that the payment of thereof to the salary which is due to him under Clause 4(1) in respect of PSRA provider, the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall Company will not be deferred until the date falling two working days after the date on which such seed funding is raisedmaking contributions. (4) 8.5 The Executive’s salary shall be reviewed by Company reserves the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company right to deduct from the Executive’s remuneration (pay, any sums which he may owe the Company, including, without limitation, any overpayments or loans made to the Executive by the Company or losses suffered by the Company as a result of his negligence or breach of Company rules. By signing this Agreement the Executive consents to such deductions for the purpose of this sub-clause shall include annual salary whether in lieu the Payment of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the CompanyWages Act 1991. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The 2.1 HSBC shall pay to the Executive shall be paid on behalf of the Company, a salary gross salary, currently at the rate of £30,500 800,000 per annum. annum (2the “Basic Salary”) Subject to Clause 4(3)less appropriate tax, the salary national insurance contributions and any other applicable statutory deductions (together “Statutory Deductions”) which shall accrue from day to day and be payable by equal monthly instalments in arrear arrears on or about the last working day 20th of each calendar month. (3) . The Executive recognises that the Company’s ability to pay Board will review the Executive’s salary annually in March (except where notice has been given by either party, following which no review will be carried out). There is dependent upon its raising £62,000 of seed funding and agrees that payment no obligation on HSBC or the Company to increase the Executive’s salary pursuant to any such review or otherwise. 2.2 HSBC on behalf of the salary Company may also, at its sole discretion both as to whether to pay any variable incentive compensation (including any bonus or deferred bonus in the form of cash or equity) (“Variable Pay”) and, if so how much, pay the Executive Variable Pay of such amount as the Board may determine in respect of each complete financial year of HSBC during which the Employment subsists. For so long as the Executive continues to have material and direct oversight of the Group’s wholesale banking business, in exercising its discretion under this clause 2.2, the Company and HSBC shall take into account market compensation practice in the wholesale banking sector at the relevant time (which as at the date of this Agreement, is acknowledged to include a higher performance-related Variable Pay element than is typical in the rest of the financial services industry). The Executive acknowledges that he has no contractual right to receive any Variable Pay until it is declared in writing in respect of the financial year to which it relates and that he will not acquire such a right on the basis that during the Employment he has received one or more Variable Pay awards. Back to Contents 2.3 The operation of and all arrangements relating to any such Variable Pay including the payment or award date as applicable, will be at the Board’s discretion which may choose to terminate, replace or amend any such arrangement. 2.4 Subject to clause 2.5 the Executive shall not be entitled to be considered for and/or to receive any Variable Pay, if on the date that any such Variable Pay is due to him be paid, released or distributed (as applicable) he is no longer employed by the Company or any Group Company (for whatever reason and howsoever caused and whether the termination of the Employment was in breach of contract or otherwise), or is under Clause 4(1notice of termination of employment (whether such notice is given by the Executive or by the Company), or is not assigned any duties in accordance with the garden leave provisions at clause 14.4, or is suspended pursuant to the terms of this Agreement or subject to disciplinary proceedings. 2.5 In the event that (i) the Company terminates the Employment other than pursuant to clause 14.1.2; or (ii) the Executive resigns for Good Reason; or (iii) in the event that either the Executive or the Company give notice in writing to terminate the Employment (other than in response to the other party’s repudiatory breach of contract) within 12 months following a Corporate Change, the Executive shall be entitled to 2.5.1 be paid any due and unpaid Variable Pay for a prior completed financial year; and 2.5.2 be considered for pro-rata Variable Pay in respect of the period from 1st September 2002 until in the end financial year in which the Employment terminates, during which the Executive has been in active employment by the Company. In exercising its discretion, the Company will take into account the Executive’s performance, his Variable Pay (cash and deferred) history for commensurate performance in respect of the month immediately preceding three financial years prior to the month financial year in which the Employment terminates, and the appropriate prevailing market rate for the Executive’s role and performance. 2.6 For the purposes of clause 2.5 Corporate Change means (subject to 2.6.3): 2.6.1 If any person (i) obtains control of HSBC (within the meaning of section 840 of the Income and Corporation Taxes Act 1988) as a result of making a general offer to acquire the shares in HSBC, or (ii) having obtained such seed funding is raised control makes such an offer, or (iii) obtains such control following any scheme of arrangement under section 425 of the Companies Xxx 0000 or any corresponding arrangement under Part 26 of the Companies Xxx 0000. For these purposes, a person shall be deferred until deemed to have obtained control of HSBC if he and others acting in concert with him have together obtained control of it. Back to Contents 2.6.2 If HSBC acquires (the. “Reverse Transaction”) any company, assets or business as a result of which there is a change in boardroom control of HSBC or where shareholders in HSBC immediately prior to completion of the date falling two working days after Reverse Transaction cease to hold more than 50 per cent of the date on ordinary share voting rights in HSBC immediately following completion of the Reverse Transaction; and a change in boardroom control for the purposes of this sub clause shall mean where the individuals who are directors of HSBC immediately prior to completion of the Reverse Transaction shall cease (as a direct consequence of the Reverse Transaction at the request of the other party or parties involved in the Reverse Transaction) to constitute a majority of the directors of HSBC, or of any successor to HSBC (and for these purposes “completion of the Reverse Transaction” shall include completion of any associated changes to the Board which such seed funding is raisedare publicly announced in conjunction with and are made as a direct consequence of the Reverse Transaction). (4) The Executive’s salary 2.6.3 Any general offer, compromise, arrangement or Reverse Transaction, the purpose or effect of which is to create a new holding company for HSBC which has substantially the same shareholders with the same proportionate shareholdings immediately following the relevant event as of HSBC immediately prior to the relevant event, shall not be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fita Corporate Change. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) 2.7 The salary remuneration specified in clauses 2.1 and 2.2 shall be inclusive of any fees or remuneration to which the Executive receives or would otherwise may be entitled to receive from as a director of HSBC , or any Group Company, or of any other company or any unincorporated body in which the Company for acting Executive holds the office as an officer nominee or representative of HSBC or any Group Company. 2.8 Payment of salary and any Variable Pay to the Executive shall be made either by HSBC or by a Group Company and, if by more than one company, in such proportions as the Board may from time to time think fit, subject always to the Company’s reasonable consideration of any detrimental net employment tax consequences on the Executive, by doing so. 2.9 Payments made to the Executive by HSBC (7) The Executive hereby authorises the or such other Group Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive is seconded from time to time) are made for and on behalf of the Company. (8) 2.10 The Executive may he entitled to participate in the HSBC Share Plan dated 27 May 2005 (the “2005 Plan”), or any other employee share scheme established by the Group from time to time. Any such right to participate is subject to the rides of the relevant scheme and shall be at the discretion of the Board. 2.10.1 If the Executive is entitled to participate in such a scheme, his rights under such scheme will be granted an optionsubject to and in accordance with the rules of that scheme. Subject to such rules, the rights and obligations of the Executive under the terms and conditions of his office or employment shall not be affected by his participation in the scheme or any right he may have to participate in the scheme. 2.10.2 Subject to the rules of the relevant scheme, in participating in such a form agreed scheme, the Executive waives any rights to compensation or damages from the Company arising from the loss or failure to receive any rights or benefits under the scheme (or the diminution in value of such rights or benefits) as a result of: Back to Contents (a) the termination of his office or employment and/or giving notice of termination of employment with any Group Company for any reason whatsoever (whether lawful or unlawful); and/or (b) the ex exercise or failure to exercise any discretion conferred by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price rules of £12.72 per share, becoming exercisable after 2 years of continuous service the scheme. 2.11 It is agreed irrevocably and unconditionally that if the Executive’s employment with the Company with effect from HSBC Group terminates for any of the commencement date in Clause 2 following reasons: (1). This option shall be granted a) termination by the Company by 28th February 2003reason of injury, or such later date as the Executive and the Company shall agreeill-health, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.disability; (9b) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted termination by the Company by 28th February 2003reason of redundancy (within the meaning of section 139 of the Employment Rights Act 1996); (c) termination by the Company for any reason other than termination pursuant to clause 14.1.2; (d) death; or (e) resignation for Good Reason, or such later date as then HSBC on behalf of the Company, will recommend to the Remuneration Committee under the 2005 Plan, that they define and treat the Executive and as a ‘Good Leaver’, in order that awards whether held by the Company shall agreeExecutive now or granted to him hereafter, and which continue to be held by him at the Company shall make all reasonable efforts to ensure that the option Termination Date shall be a qualifying option for the purposes of Schedule 14 exercised in his favour such that he shall become entitled to the Finance Xxx 0000maximum permissible under the 2005 Plan rules.

Remuneration. (1) 4.1. The Executive Employment Business shall pay to the Temporary Worker the Actual Rate of Pay unless and until the Temporary Worker completes the Qualifying Period. The Actual Rate of Pay will be paid notified on a salary at per Assignment basis and as set out in the rate of £30,500 per annumrelevant Assignment Details Form. 4.2. If the Temporary Worker has completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, the Employment Business shall pay to the Temporary Worker : 4.2.1. the Actual QP Rate of Pay; and 4.2.2. the Emoluments (2) if any), 4.3. Subject to Clause 4(3)any statutory entitlement under current legislation in force from time to time, the salary shall accrue Temporary Worker is not entitled to receive payment from day to day and be payable by equal monthly instalments in arrear the Employment Business or its Clients for time not spent on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) Assignment whether in respect of holidays, illness or absence for any other reason unless otherwise agreed. The Employment Business reserves the period power, to be exercised at its sole discretion, to make payments to the Temporary Worker during absences so long as permission for such absence is granted by the Employment Business in advance. 4.4. By signing the terms the Temporary Worker expressly permits the Employment Business to exercise the power to make deduction from 1st September 2002 until payments of remuneration, accruing to the end Temporary Worker on an ongoing basis or on termination of the month immediately preceding Assignment, in respect of any sums owed by the month Temporary Worker to the Employment Business including inter alia in respect of remuneration paid by the Employment Business in respect of any period of the Assignment during which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raisedTemporary Worker has been absent without prior permission being granted. (4) 4.5. The Executive’s salary Temporary Worker shall be reviewed by supply to the Board from time to time as Employment Business evidence in the Board sees fit but at least once in each year and the rate form of salary may be increased by the Board with effect certification from the Inland Revenue as to his self-employed status. 4.6. If the Temporary Worker has completed the Qualifying Period on the start date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion relevant Assignment or following completion of the salary which he would have received if he had been employed for Qualifying Period during the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which relevant Assignment, the Executive receives or would otherwise Temporary Worker may be entitled to receive from a bonus. The Temporary Worker will comply with any requirements of the Company for acting as an officer Employment Business and/or the Client relating to the assessment of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which Agency Worker's performance for the purpose of this sub-clause shall include annual salary determining whether in lieu or not the Temporary Worker is entitled to a bonus and the amount of notice or otherwiseany such bonus. If, holiday subject to satisfying the relevant assessment criteria, the Temporary Worker is entitled to receive a bonus, the Employment Business will pay and sick pay) all debts owed by the Executive bonus to the CompanyTemporary Worker. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) 6.1 The Executive Employee shall be paid by the way of remuneration for his services during his employment hereunder a salary for serving as an Executive Officer of the Company at the rate of £30,500 (pound)130,000 per annum. annum for the period 6 months from the Commencement Date, rising to (2) Subject to Clause 4(3), pound)150,000 per annum thereafter. Such salary shall be paid by equal monthly instalments in arrears on the salary last day of every month and shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s day. Such salary shall be reviewed at the end of each financial year of the Company and shall be increased provided that the performance of the Employee in the reasonable opinion of the Board justifies such increase. Notwithstanding anything to the contrary contained in the Articles of Association of the Company or of any Associated Company the Employee shall not be entitled to any other remuneration either as director or employee of the Company or any Associated Company. 6.2 Payment of salary to the Employee shall be made either by the Company or by an Associated Company and, if by more than one company, in such proportions as the Board may from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever 6.3 The Employee shall not under any circumstances either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business with the Executive is only employed for part of a month he Company or any Associated Company. 6.4 The Employee shall be entitled eligible to receive up to a ratable proportion maximum of 4,829,577 share options in terms of the salary which he would have received if he had been employed for the whole of such a monthagreed stock option agreement attached as Schedule A hereto. (6) The 6.5 A cash-control and profit performance based bonus scheme will be operated on an annual basis commencing with fiscal year 2005 and thereafter. A bonus equal to 10% of Employee's then salary shall be inclusive of any fees or remuneration which payable if the Executive receives or would otherwise be entitled to receive from Associated Company and its consolidated subsidiaries, including the Company (collectively, the "Group") shall achieve 100% of the net income after tax budget targets established prior to each fiscal year by the Board. At such time as the net income after tax budget target shall equal or exceed (US) $5,000,000, such bonus shall be subject to increase on a pro-rata basis to a maximum of 100% of Employee's then salary if the Group shall achieve 200% of the net income after tax target established by the Board for acting as an officer of any Group Companysuch fiscal year. 6.6 The Company acknowledges that it currently owes the Employee the sum of (7) The Executive hereby authorises pound)26,500 in accrued and unpaid salary. Such amount shall be paid to the Employee on June 30, 2004, or such earlier time as the Associated Company to deduct from shall raise not less than (U.S.)$3,000,000 in financing. In the Executive’s remuneration (which for the purpose event such financing shall not be obtained, such accrued salary shall only be paid out of this sub-clause Company cash flow at such time and in such manner as shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed be determined by the Executive to Board of the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The Executive shall be paid a salary at the rate of £30,500 200,000.00 per annum. (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.

Remuneration. (1) The 6.1 With effect from the Effective Date and until the Executive Director Appointment Date whilst the Executive carries out the role of the CEO Designate and Chief Operating Officer the Executive shall be paid receive a base salary at the rate of £30,500 950,000 per annum. (2) Subject to Clause 4(3)6.2 With effect from the Executive Director Appointment Date the Executive shall receive a base salary of £1,175,000 per annum which shall continue in effect without further change upon his appointment as Chief Executive Officer. 6.3 The base salary provided for in Clauses 6.1 or 6.2 above, the salary as applicable, shall accrue from day to day and shall be payable by monthly in equal monthly instalments part in arrear arrears and part in advance on or about the last working day 11th of each calendar monthmonth by way of credit transfer and shall be paid subject to deduction of income tax and national insurance contributions. (3) 6.4 The Executive recognises that the Company’s ability to pay Remuneration Committee shall review the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and twelve months (with the rate first review taking place in 2020) save after notice of salary termination of this Agreement has been served by either party, but shall not be obliged to make any increase in the salary. 6.5 In addition to his salary, the Executive shall be eligible to participate in such annual and/or long-term incentive arrangements as the Company may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, determine in its absolute discretiondiscretion from time to time, think fiton such terms and at such level as the Remuneration Committee may from time to time determine. The Company reserves the right at any time to amend the terms of or terminate any such incentive schemes and to alter the level of the Executive’s participation therein without reference to or agreement from the Executive. The Executive acknowledges that during the course of his employment and on its termination he has no right to receive a bonus and/or other incentive award and that the Remuneration Committee is under no obligation to operate a bonus and/or long-term incentive scheme and that he will not acquire such a right, nor shall the Remuneration Committee come under such an obligation, merely by virtue of the Executive’s having received one or more bonus and/or other incentive award(s) or the Remuneration Committee’s having operated one or more bonus and/or incentive scheme(s) during the course of the Executive’s employment. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) 6.6 The salary remuneration specified in Clauses 6.1 and 6.2 above shall be inclusive of any all fees or and other remuneration to which the Executive receives or would otherwise may be entitled to receive from the Company for acting as an officer of the Company or of any Group Company. . To achieve this, the Executive shall account for any sums he receives to the Company and his salary shall be reduced by the amount of such sums (7) The and the Executive hereby authorises the Company to deduct from make any such reduction(s)). 6.7 In accordance with the Executive’s Companies Act 2006, all remuneration payments (which including payments for the purpose loss of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay office and sick paybenefits) all debts owed by due to the Executive (including any such payment due pursuant to this Agreement) will only be payable or provided if and to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service extent that they are either consistent with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in remuneration policy approved by members of the Company prior pursuant to section 439A of the Companies Act 2006 (the “Directors’ Remuneration Policy”) or are separately approved by resolution of the members of the Company, and any provision of this Agreement relation to the exercise date making of any such option. The first exercise date of payment or provision shall only be enforceable to such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000extent.

Remuneration. (1) 5.1 The Executive shall be paid by way of remuneration for his services during his employment hereunder a salary at the rate (the “Salary Rate”) of £30,500 233,810 per annum, subject to increase pursuant to Clause 5.2. (2) Subject to Clause 4(3)5.2 The Company shall review the Salary Rate for increase at least once each year, and any change in the Salary Rate resulting from such review will take effect from 1 April in the relevant year. The Company’s review shall take into consideration, among other factors, the base salary shall accrue from day paid to day individuals performing similar services at comparable companies based in Bermuda, the United Kingdom and the United States, as well as other relevant local or global talent pool comparables, it being expressly understood that while it is intended that the 5.3 The Executive’s salary will be payable by equal monthly instalments instalments; each monthly instalment will be in arrear respect of a calendar month and will be paid on or before the last working day of each such calendar month. Where the employment has begun or ended in a calendar month, salary in respect of that month will be the proportion of a normal month’s instalments which the days of employment in that month bear to the total days in the month. (3) 5.4 The Executive recognises that shall be eligible for a cash bonus based on an annual bonus potential of 60% during his employment hereunder of such amounts (if any) at such times and subject to such conditions as the Company’s ability Compensation Committee of the Board of Directors of Holdings (the “Compensation Committee”) may in its absolute discretion decide. This bonus potential shall not act as either a cap or floor and the actual bonus paid to pay the Executive for any year in question will be subject to consideration by the Compensation Committee of both the Executive’s salary is dependent own performance (based upon its raising £62,000 of seed funding recommendation by the Manager and agrees that payment the Chief Executive Officer) and the performance of the salary which is due to him under Clause 4(1) Group. As a result, the actual bonus paid in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall any year may be deferred until the date falling two working days after the date on which such seed funding is raisedmore or less than this potential amount. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and the rate of salary may be increased by the Board with effect from the date of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) 5.5 The Executive will be granted an optioneligible for consideration for LTIP awards issued by Holdings and future years. Any such grant, in a form agreed by however, remains subject to the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price absolute discretion of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from Chief Executive Officer and the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as Compensation Committee and the Executive and shall have no guarantee of participation in any future LTIP awards. In addition, the Company shall agreeform of any award issued under the LTIP programs may vary, and the Company shall make but in all reasonable efforts to ensure that this option shall cases will be a qualifying option for the purposes of Schedule 14 subject to the Finance Xxx 0000rules of the Aspen Insurance Holdings Limited 2013 Share Incentive Plan or replacement plans. (9) 5.6 The Executive will Company may withhold from amounts payable under this Agreement all applicable taxes that are required to be granted an option, in a form agreed withheld by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, applicable laws or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000regulations.

Remuneration. (1) The During the Appointment the Company will pay the Executive shall be paid a an annual salary at the rate of £30,500 per annum. (2“Base Salary”) Subject as separately notified, to Clause 4(3), the salary shall accrue from day to day and to be payable by equal monthly instalments in arrear on arrears to a bank nominated by the last working day Executive. The rate of each calendar monthBase Salary shall be subject to periodic review but shall not be reduced without the prior written agreement of the Executive. The Company reserves the right to withhold or deduct from the Executive’s Base Salary any amount owed by the Executive to the Company or any company in the Prudential Group. (2) The Executive shall be eligible to be admitted to membership of the 401(k) Xxxxxxx Defined Contribution Retirement Plan. Provision of death in service benefits may be subject to the provision of medical evidence satisfactory to the provider. The Company reserves the right to amend the 401(k) Xxxxxxx Defined Contribution Retirement Plan. (3) The Executive recognises that must notify the Company as early as practicable in the event sickness or other incapacity renders him unable to perform his duties under this Agreement for three or more business days. Subject to production, if requested, of medical certificates satisfactory to the Company’s ability , full remuneration will continue to pay be payable notwithstanding the Executive’s salary is dependent upon incapacity for work due to sickness or accident (unless and until the Appointment shall be determined under any terms hereof) for the first six months of such incapacity. During this period of incapacity, the Company shall only give notice terminating the Appointment on grounds of redundancy, falling within section 139 of The Employment Rights Act 1996 or those circumstances as set out in clause 9(2). Thereafter the Company may at its raising £62,000 of seed funding and agrees that discretion discontinue the payment of remuneration under this Agreement in which event the salary which is due to him under Clause 4(1) in respect rules of the period Prudential Staff Long Term Incapacity Scheme as from 1st September 2002 until time to time in force, will apply to the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raisedExecutive. (4) The Executive’s salary shall be reviewed If the Executive needs to undergo a medical examination reasonably requested by the Board from time to time as Company, the Board sees fit but at least once in each year and the rate cost of salary may this will be increased met by the Board with effect Company and, subject to prior permission from the date Executive (not to be unreasonably withheld), the Company’s medical adviser will be entitled to receive a copy of any report produced, to discuss it with the review by doctor who produced it and to discuss its conclusions with the Company. The Executive will not unreasonably withhold his consent for such amount, if any, as it shall, in its absolute discretion, think fitan examination. (5) Whenever If the Executive is only employed for incapable of performing his duties by reason of injury sustained wholly or partly as a result of negligence, nuisance or breach of any statutory duty on the part of a month any third party, only when and to the extent that compensation is recovered for loss of earnings from that third party by legal action or otherwise in so far as it is not repayable to the Department of Social Security, the Executive shall (insofar as lawful) repay to the Company the amount of any sick pay he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a monthhas received. (6) The salary shall Executive, and his family will be inclusive of any fees eligible for US private medical and dental insurance on the same basis as other US employees. These insurance arrangements may be revised or remuneration which the Executive receives or would otherwise be entitled withdrawn from time to receive from the Company for acting as an officer of any Group Companytime. (7) The Executive hereby authorises may be eligible to participate in the Company remuneration plans available from time to deduct time to senior executives of the Prudential Group (subject to the rules governing the applicability and availability of those benefits generally) which currently include: (a) the Annual Incentive Plan (“AlP”); (b) the Xxxxxxx Senior Management Bonus Pool; and (c) long term incentive plans operated by the Group; details of which have been supplied to the Executive. The remuneration plans are kept under review and may be altered or withdrawn from time to time. Any benefits under these plans are non-pensionable. (8) Participation in these remuneration plans is a matter entirely separate from the Executive’s remuneration terms and conditions of employment; the Company has no contractual obligation to invite the Executive’s participation in any plan cycle; and in particular if the Executive’s employment shall terminate for whatever reason (whether lawfully or in breach of contract) he shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under any scheme which he might otherwise have enjoyed whether such compensation is claimed by way of damages for the purpose wrongful dismissal or other breach of this sub-clause shall include annual salary whether in lieu contract or by way of notice compensation for loss of office or otherwise, holiday pay and sick pay) all debts owed by the Executive to the Company. (8) . The Executive will will, at all times, be granted an option, treated in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service way consistent with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000prevailing Directors’ remuneration policy. (9) The Should the Company withdraw its offer of employment between the date of this contract and the commencement of employment, the Executive will shall be granted entitled to receive a payment equivalent to one year’s salary, twelve months maximum AlP opportunity and an option, in a form agreed by amount equivalent to 10% of the Boardtarget Xxxxxxx Bonus Pool for 2019, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to be paid in cash within one month of the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000offer being withdrawn.

Remuneration. (1) 5.1 The Executive Company shall be paid pay to the Director during the Employment a salary at the an annual rate of £30,500 per annum.47,000 gross (or such other sum as may from time to time be agreed) (2) Subject to Clause 4(3), the salary shall accrue from day to day and be payable by equal monthly instalments in arrear on the last working day 5.2 The rate of each calendar month. (3) The Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) The Executive’s salary shall be reviewed by the Board from time to time as the Board sees fit but at least once in each year and year, usually in or around 1 April by the rate [Company’s remuneration committee] (starting in April 2007). The review does not imply an increase. There will be no review of salary may be increased after notice has been given by either party to terminate the Board with effect from the date Employment 5.3 The salary of the review by such amount, if any, as it shall, in its absolute discretion, think fit. (5) Whenever the Executive is only employed for part of Director shall accrue evenly on a month he day to day basis and shall be entitled paid by 12 equal calendar monthly instalments in arrears on or around the [last Thursday] of each calendar month by credit transfer to a ratable proportion of his bank account 5.4 The remuneration payable to the salary which he would have received if he had been employed for the whole of such a month. (6) The salary Director under this Agreement shall be inclusive of any sums received or receivable as remuneration or director’s fees from any Group Company and accordingly the Director will account to the Company for any such remuneration, fees or remuneration which the Executive receives or would otherwise interest 5.5 The Director shall be entitled to receive participate in the Company’s discretionary bonus scheme applicable from time to time (the “Bonus Scheme”). Subject to a maximum of 30% of the Director’s basic salary, the Company for acting as an officer will determine the size and date of any Group Company. (7) The Executive hereby authorises bonus payment as it sees fit at the Company to deduct from discretion of the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay Board and sick pay) all debts owed by the Executive with particular reference to the overall level of profitability of the Company. (8) . The Executive Company reserves the right in its absolute discretion to vary the terms and/or the amount of bonus payable under the Bonus Scheme. The Director will not be granted an option, in a form agreed by eligible for any payment under the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted Bonus Scheme if he is no longer employed by the Company or if he is working out a period of notice (whether given by 28th February 2003, the Director or such later the Company) on the date as that any payment under the Executive and Bonus Scheme is made 5.6 The Director expressly agrees that the Company shall agree, and may make such deductions from salary or other payments due on the termination of or during the Employment as may be necessary to reimburse the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for against any liability of or incurred by the purposes of Schedule 14 Director to the Finance Xxx 0000. (9) The Executive will be granted an optionCompany including but not limited to loans, in a form agreed by the Boardadvances, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive relocation expenses and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.excess holiday payments

Remuneration. (1) The 8.1 During his appointment the Company shall pay the Executive shall be paid a basic salary at the rate of £30,500 150,000(British Pounds Sterling) (US$262,000) per annum. (2) Subject to Clause 4(3), the salary annum which shall accrue from day to day and be payable by in equal monthly instalments in arrear respect of the current month, on or before the last working day of each calendar month. (3) month or the nearest working day thereto and shall be subject to all lawful deductions. The salary shall be deemed to include any fees receivable by the Executive recognises that the Company’s ability to pay the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment as a Director of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised. (4) Company or any Group Companies. The Executive’s 's salary shall be reviewed 90 days before each anniversary of the Commencement Date by the Board from time to time as Compensation Committee. For the Board sees fit but at least once in each year and avoidance of doubt, remuneration shall not be reduced without the rate of salary may be increased by the Board with effect from the date prior written consent of the review by such amount, if any, as it shall, in its absolute discretion, think fitExecutive. (5) Whenever 8.2 For the purposes of the ERA the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the whole of such a month. (6) The salary shall be inclusive of any fees or remuneration which the Executive receives or would otherwise be entitled to receive from the Company for acting as an officer of any Group Company. (7) The Executive hereby authorises the Company at any time during his employment, and in any event upon termination howsoever arising, to deduct from the Executive’s 's remuneration under this Agreement any sums from time to time owed by him to the Company or any Group Company, including but not limited to any outstanding loans, advances, excess holiday, the cost of repairing any damage or loss of the Company's property caused by the Executive (which for the purpose and of this sub-clause shall include annual salary whether in lieu of notice or otherwise, holiday pay recovering it) and sick pay) all debts any other monies owed by the Executive to the Company. (8) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted 8.3 Any benefits provided by the Company or any Group Company to the Executive which are not expressly referred to in this Agreement shall be regarded as ex gratia and made at the absolute discretion of the Company and shall not confer any contractual entitlement upon the Executive. 8.4 The Executive shall be entitled to receive the sum of 140,000(British Pounds Sterling) subject to all lawful deductions, by 28th February 2003way of a sign-on bonus. This sign-on bonus will be paid to the Executive within 60 days of the Commencement Date. 8.5 In addition to the bonus at clause 8.4 above, or such later date as the Executive shall be entitled to an annual bonus which shall be based on performance targets and measures to be agreed in writing between the Executive and the Company Compensation Committee in advance of the commencement of the year for which such performance measures and targets shall agreebe in place. For the first year of this Agreement, the performance measures and targets will be established within 60 days of the Company shall make all reasonable efforts to ensure that this option Commencement Date. The bonus shall be a qualifying option for minimum of 75% of the purposes Executive's basic salary and a maximum of Schedule 14 to 150% of the Finance Xxx 0000Executive's basic salary in any given year. (9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Company prior to the exercise date of such option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance Xxx 0000.