Executive Employment
Agreement

Executive Employment Agreement

Recitals

Function and Tasks

• (a) The Company hereby employs the Executive and the Executive accepts employment as Chief Financial Officer (CFO) on a full-time basis.
• (b) The tasks to be discharged by the Executive include all tasks customarily or reasonably incidental to such function as well as those expressly mentioned in Annex A to this Agreement. The Executive's tasks and responsibilities may, at any time, be modified by the Company to perform other assignments or assume other responsibilities. The other terms applicable to the Executive shall not be affected by such modification.
• (c) The Executive shall report to the Board of Directors of the Company or to another person designated by the Company. The Executive acknowledges that she will have to provide executive leadership to and/or work for other Group Companies.

Work Place

Compensation

• 3.1 Base Salary. The Company shall pay to the Executive an annual base salary of CHF 350,000 (three hundred fifty thousand Swiss francs), paid in twelve (12) equal monthly instalments at the latest on the last day of each calendar month to a Swiss bank account designated by the Executive, subject to applicable withholdings and social security contributions. If the Executive starts working for or leaves the Company during the course of the calendar year, the annual base salary will be calculated on a pro-rated basis. Any and all overtime shall be compensated by this remuneration (cf. Section 9(b) below).
• 3.2 Year 1 Performance Plan. For Year 1 of employment (defined as the four (4) full calendar quarters commencing on the Commencement Date), the Executive shall be eligible for a Performance Plan award of up to 200% of annual base salary (i.e., up to CHF 700,000), based on achievement of KPIs to be agreed between the Executive and the Board of Directors. Performance Plan deliverables shall be set and agreed by the Board of Directors and shall commence at the Commencement Date. Performance against such deliverables shall be reviewed quarter over quarter for the four (4) quarters comprising Year 1. For purposes of this Agreement, the Executive's "target Performance Plan opportunity" shall mean an award equal to one hundred percent (100%) of the Executive's annual base salary.
• 3.3 Year 2+ Performance Plan. For Year 2 and each subsequent year of employment (each defined as a successive four-quarter period following the close of Year 1), the Executive shall be eligible for a Performance Plan award of up to 100% of annual base salary (i.e., up to CHF 350,000), based on achievement of annually-set KPIs.
• 3.4 Performance Plan Payment. Performance Plan awards shall be payable no later than thirty (30) days following the end of the relevant performance period. If the Executive's employment terminates during a performance period for any reason other than termination by the Company for Cause (as defined in Section 15.4), the Executive shall be entitled to a pro-rata Performance Plan award based on actual performance through the termination date, payable on the original schedule. If KPIs for a performance period have not been agreed in writing between the Executive and the Board of Directors within ninety (90) days following the start of such performance period, the Performance Plan award for that period shall be deemed achieved at target performance level, defined as one hundred percent (100%) of the Executive's annual base salary, payable on the original schedule. For the avoidance of doubt, this default does not affect the Executive's entitlement to the maximum Performance Plan award if KPIs are timely agreed and exceeded.
• 3.5 Deductions. Any payments are gross payments. The Executive's contributions for social security insurances such as "AHV", "IV", "EO", "ALV" and/or for non-occupational accident insurance and/or for the pension plan maintained by the Company as well as applicable source taxes, if any, shall be deducted from all payments made to the Executive, in accordance with applicable laws and/or regulations.
• 3.6 Further payments. Unless otherwise expressly agreed upon in writing, the payment of any other gratuities, profit shares, premiums or other extra payments shall be on a voluntary basis, it being understood that even repeated payments without the reservation of their voluntary nature shall not create any legal claim for the Executive, either in respect to their cause or their amount, either for the past or for the future.
• 3.7 Repayment obligation. Should the Executive have received any payment in excess of the Executive's actual entitlement, the Executive shall, upon the Company's first request, pay back such excessive amount to the Company. Payments that the Company, without being in any error, declares as voluntary, shall not be covered by this repayment obligation.

Equity Allocation (MIP)

• 4.1 Option Grant. The Executive shall be granted options to acquire common shares of the Company (the "Options") under the Company's Management Option Plan (the "MIP") as adopted by the Board of Directors. The Options shall correspond to underlying common shares with an aggregate value of CHF 3,500,000 (three million five hundred thousand Swiss francs), calculated by reference to the Company's Seed-round pre-money valuation of USD 800,000,000.
• 4.2 MIP Terms. The Options are granted free of charge but require payment of the Strike Price to acquire the underlying Plan Shares upon exercise. The Strike Price shall be determined by the Administrator at the Grant Date (and not at the time of exercise) and set forth in the Grant Agreement. The Strike Price, the methodology by which it is determined, and the related tax treatment shall be developed by the Company in consultation with the Executive (in her capacity as Group CFO) and the Company's tax and legal advisors prior to the Grant Date. The Options shall be subject to the terms of the MIP (and, upon exercise, to the Company's Shareholders' Agreement to which the Executive shall accede), including: (i) vesting over four (4) years, with 25% vesting on the first anniversary of the Commencement Date and 6.25% vesting in quarterly instalments over the following three (3) years; (ii) Good Leaver / Bad Leaver provisions; (iii) Liquidity Event provisions; (iv) transfer restrictions; (v) drag-along and tag-along rights; and (vi) the leaver call option. The Executive acknowledges receipt of the MIP Term Sheet dated 11 May 2026 and agrees to be bound by the terms of the definitive MIP and Grant Agreement.
• 4.3 Determination of Number of Options. The number of Options granted to the Executive shall be determined as follows: (i) the grant value of CHF 3,500,000 shall be converted from CHF to USD using the daily reference exchange rate published by the Swiss National Bank on the Commencement Date; (ii) the resulting USD amount shall be divided by the per-share value implied by the Company's Seed-round pre-money valuation of USD 800,000,000 on a fully-diluted basis (such per-share value, the "Reference Share Price"); (iii) the resulting number of Options shall be rounded down to the nearest whole Option. For the avoidance of doubt, the Reference Share Price is used solely to determine the number of Options granted hereunder and does not determine the Strike Price; the Strike Price is determined separately in accordance with Section 4.2 above.
• 4.4 Change of Control Acceleration; Forfeiture on Competitive Activity.
  
  (a) Acceleration. Notwithstanding the standard leaver provisions of the MIP, in the event of a Change of Control or other Liquidity Event (as defined in the MIP), if the Executive's employment is terminated by the Company without Cause (as defined in Section 15.4) or by the Executive for Good Reason within twelve (12) months following such Change of Control or Liquidity Event, then on the date of such termination, the Executive shall be credited with an additional six (6) months of vesting on top of the Options that have vested through her actual period of service, provided that (i) the Executive shall have completed the one-year cliff period set forth in the MIP, such that no acceleration credit shall be granted if the Executive's termination occurs before the first anniversary of the Commencement Date; and (ii) the total vested portion (service-vested plus accelerated) shall not exceed 100% of the Executive's Options. The Executive shall be treated as a Good Leaver for purposes of the MIP, and any Options remaining unvested after giving effect to such acceleration shall forfeit in accordance with the standard Good Leaver provisions of the MIP.
  
  (b) Forfeiture on Competitive Activity. Notwithstanding clause (a) above, if the Executive engages in any activity that would constitute a breach of Section 14 (Non-Competition and Non-Solicitation) during the six (6)-month period following the date of termination, the additional vesting credit granted under clause (a) shall be automatically forfeited. If the Executive has already exercised any Options accelerated under clause (a) and sold the underlying Plan Shares, the Executive shall repay to the Company the gross proceeds attributable to such accelerated tranche. For the avoidance of doubt, this clause (b) applies only to the accelerated portion granted under clause (a) and does not affect Options vested through the Executive's actual period of service, which shall remain hers regardless of any subsequent activity.
  
  (c) Good Reason. "Good Reason" shall mean any of the following occurring without the Executive's written consent: (i) a material reduction in the Executive's base salary or target Performance Plan opportunity; or (ii) a material diminution in title, authority, or duties.
• 4.5 Grant Agreement. The Options shall be issued pursuant to a separate Grant Agreement between the Executive (or her designated Manager Company under the MIP) and the Company. In the event of any inconsistency between this Agreement and the MIP or the Grant Agreement with respect to the Options, this Agreement shall prevail solely with respect to (i) the grant value (CHF 3,500,000), (ii) the Change of Control acceleration set forth in Section 4.4, and (iii) the Good Reason definition set forth in Section 4.4 and the Cause definition set forth in Section 15.4; all other matters shall be governed by the MIP and the Grant Agreement.

Expenses

Work Equipment

Pension Fund

Sickness / Insurance

• (a) If the Executive is prevented from work due to sickness or accident, the Executive shall inform the Company without delay and shall submit a medical certificate within three calendar days. The Company shall have the right to ask for a medical certificate as from the first day of absence. In case the Executive is prevented from work for a longer period of time than stated in the medical certificate, the Executive shall so inform the Company and shall, at the Company's request, submit another medical certificate.
• (b) If the Executive is, by no fault of the Executive's own and due to other reasons inherent in the Executive's person, prevented from performing work, the Company will continue to pay the Executive's salary for an appropriate time period. Such time period will be calculated in accordance with the Bern Scale based on the Executive's years of service. It being understood that no payments shall be made after the end of the employment relationship. Multiple causes of inability to work within the same year of service will be added up. If any insurance benefits are paid for any inability to work for the same period of time the Company pays benefits, the Company shall be entitled to the insurance benefits.
• (c) The Executive is insured for certain medical expenses for both occupational and non-occupational accidents. Premiums for occupational accident insurance and occupational sickness insurance are paid by the Company. Premiums for non-occupational accident insurance are paid by the Executive.
• (d) Sickness Daily Allowance Insurance (Krankentaggeldversicherung / KTG). The Company shall maintain collective sickness daily allowance insurance (Krankentaggeldversicherung) covering the Executive on the following terms (or terms more favourable to the Executive): (i) benefit equal to one hundred percent (100%) of the Executive's gross base salary; (ii) maximum benefit period of seven hundred and thirty (730) days; (iii) waiting period not exceeding fourteen (14) days, during which the Company shall continue to pay the Executive's full base salary; and (iv) all premiums shall be paid by the Company.
• (e) Mandatory Health Insurance Contribution (KVG). The Company shall reimburse the Executive for premiums paid in respect of the Executive's mandatory basic health insurance (Grundversicherung KVG/LAMal), up to a maximum of CHF 600 (six hundred Swiss francs) per calendar month, against monthly submission of premium statements. Such reimbursement shall be subject to applicable withholdings.

Working Hours

• (a) The Executive agrees to exercise the Executive's best efforts to successfully and carefully accomplish the duties assigned to the Executive and further agrees to devote at least 42 hours per week in average to service on behalf of the Company. The Executive agrees to perform overtime work if necessary to properly fulfil the Executive's employment duties.
• (b) Considering the Executive's senior managerial position and the autonomous decision-making authority set forth in Annex A (qualifying the Executive as "höhere leitende Tätigkeit" within the meaning of Article 3(d) of the Swiss Labour Act), the Swiss Labour Act is not applicable to the Employment. The Executive shall therefore have no entitlement to additional compensation for any such extra work (overtime, extra hours, Sunday work, work on public holidays, or night work). All such extra and overtime work is already compensated by the base salary according to Section 3.1 and the vacation days exceeding the statutory minimum.

Vacations

Duties of Loyalty and Confidentiality

• (a) The Executive shall devote all efforts exclusively to the Company in furtherance of the Company's interests. Any engagement in additional occupations for remuneration or any participation in any kind of enterprise requires the prior written consent of the Company. This shall not apply to the usual acquisition of shares or other stocks up to 5% of equity capital or 5% of voting rights exclusively for investment purposes; share or stock holdings of the Executive in excess of such 5% threshold that are set forth in Schedule B-2 (Permitted Shares above 5% of Equity Capital) attached hereto are hereby pre-approved by the Company and shall not require further approval, subject to the Executive's ongoing notification obligation in respect of any material change to such holdings and to the Company's reserved right (upon reasonable notice and an orderly wind-down) to require the Executive to divest any such listed holding if it later develops into an actual or potential conflict of interest with the Company or the Group. The acquisition of shares or other stocks in non-listed companies that maintain business relationships with the Company or that compete with the Company must in any case be approved in advance and in writing by the Company. Membership in the board of directors, supervisory board, or advisory board of other companies (each, an "External Board Position") shall require the prior written approval of the Company; provided, however, that the External Board Positions and other outside activities set forth in Schedule B-1 (Permitted Outside Activities) attached hereto are hereby pre-approved by the Company and shall not require further approval. The Executive shall promptly notify the Company of any material change in scope, time commitment, compensation, or commercial relationship of any activity listed on Schedule B-1. The Company reserves the right to require the Executive to relinquish any activity (including those listed on Schedule B-1) if it later develops into an actual or potential conflict of interest with the Company or the Group; in such case, the Executive shall be afforded reasonable notice and a reasonable opportunity to relinquish such activity in an orderly manner.
• (b) The Executive shall during the period of employment with the Company and at any time thereafter, keep secret any confidential information, in particular information concerning contractual arrangements, deals, transactions or any other affairs of the Company or its affiliates as well as their respective Executives, business partners and officers and will not use any such information for the Executive's own benefit or the benefit of others. This obligation shall also exist with respect to any protected data and confidential information of third parties that the Executive gets to know as an Executive of the Company.
• (c) Upon termination of this Agreement, the Executive shall return to the Company all files and any company documents concerning the business of the Company and its affiliates in the Executive's possession or open to the Executive's access, including all designs, customer and price lists, printed material, documents, sketches, notes, drafts as well as copies thereof, as well as any objects belonging to the Company or to an affiliate of the Company. Any retention right is excluded.

Intellectual Property Rights

• (a) All intellectual property rights including but not limited to patent rights, design rights, copyrights and related rights, database rights, trademark rights and chip rights as well as any rights in know how ensuing from any work performed by the Executive during the term of the employment (hereinafter the "Intellectual Property Rights"), shall exclusively and directly vest in the Company. The Executive may not, without the Company's written consent, disclose, multiply, use, manufacture, bring on the market or sell, lease, deliver or otherwise trade, offer on behalf of a third party, or register the results of the Executive's work.
• (b) Insofar as certain Intellectual Property Rights mentioned in Section 12(a) above should not vest in the Company by operation of law or based on Section 12(a) above, the Executive covenants that the Executive will transfer and, insofar as possible, hereby transfers to the Company such rights. The Company may however renounce such transfer or transfer back to the Executive any such Intellectual Property Rights at any time. If a transfer should not be possible under the applicable law, then the Executive shall grant to the Company a perpetual, transferable, royalty-free license to use and exploit such Intellectual Property Rights in any way the Company sees fit.
• (c) The Executive acknowledges that her base salary includes reasonable compensation for the assignment of Intellectual Property Rights arising in the course of her contractual duties. For inventions or works falling within Article 332(2) of the Swiss Code of Obligations (made by the Executive outside the performance of her contractual duties but in connection with her employment), the Company shall pay the Executive separate, reasonable compensation as required by law.
• (d) The Company is entitled to transfer the Intellectual Property Rights in full or in part to any third party. The Company and such third parties are not obliged to mention the Executive as the author if they publish any computer programs or other works. They are free to make any modifications, translations and/or other adaptations and/or can refrain from making any publications.

Data Protection

Non-Competition and Non-Solicitation

• (a) not to have, directly or indirectly, any financial or other interest in a business or company which develops, produces, markets or distributes products substantially similar to the products of the Company or its affiliated companies or renders services similar to those rendered by the Company or its affiliated companies;
• (b) not to accept any part or full time employment in such a company or to act as a consultant or representative or in any other form for such a company;
• (c) not to directly or indirectly establish or operate such a company.
• (d) During the term of this Agreement (other than during the three-month grace period referenced above) as well as for a period of twelve (12) months after the termination of the employment relationship, the Executive shall neither entice away nor solicit nor try to entice away or to solicit any customers of the Company for whom the Executive was active or with whom the Executive was in contact during the last 12 months prior to the effective termination of the Executive's activity for the Company, nor directly nor indirectly act on behalf of such a customer, for example as an Executive, consultant, agent, corporate body or Executive of a third party, nor submit an offer for such an activity.
• (e) The Executive's obligations under this Section 14 shall lapse in accordance with Article 340c of the Swiss Code of Obligations, including (i) where the Company terminates the employment relationship without an important reason attributable to the Executive, or (ii) where the Executive terminates the employment relationship for an important reason attributable to the Company.

Duration and Termination

• 15.1 This Agreement shall be effective as of 11 May 2026 and last for an indefinite period of time.
• 15.2 This Agreement may be terminated by either party by respecting a notice period of one (1) quarter (i.e., three (3) months) with effect to the end of any calendar quarter.
• 15.3 Garden Leave. The Company shall have the right, at any time during a notice period (whether given by the Company or the Executive), to release the Executive from the obligation to perform her duties (the "Garden Leave"). During Garden Leave: (i) the Executive shall continue to receive her full base salary and benefits; (ii) the Executive shall remain bound by the obligations of loyalty, confidentiality, non-competition, and non-solicitation under this Agreement; (iii) the Executive shall not undertake any other professional activity without the Company's prior written consent; and (iv) the Executive shall take any accrued and untaken vacation during the Garden Leave period to the extent compatible with applicable Swiss case law on the relationship between notice periods and vacation entitlement.
• 15.4 Termination for Cause. For purposes of this Agreement and for purposes of determining Good Leaver / Bad Leaver status under the MIP, "Cause" shall mean any of the grounds for immediate termination of an employment relationship under Article 337 of the Swiss Code of Obligations ("important reasons"), including without limitation: (i) material breach of this Agreement; (ii) gross misconduct or gross negligence in the performance of duties; (iii) conviction of a felony or any crime involving moral turpitude; (iv) fraud, embezzlement, or material dishonesty; or (v) breach of fiduciary duty to the Company.
• 15.5 Termination for Good Reason; Good Leaver Status. The Executive shall be entitled to terminate this Agreement for Good Reason (as defined in Section 4.4). For the avoidance of doubt, any termination by the Executive for Good Reason, and any termination by the Company without Cause, shall result in the Executive being treated as a "Good Leaver" for purposes of the MIP and any Grant Agreement, and the Administrator shall not have discretion to characterize such termination as Bad Leaver.
• 15.6 Severance. If the Company terminates the employment relationship without Cause, the Executive shall be entitled, in addition to all amounts accrued through the termination date, to a severance payment equal to three (3) months of base salary (CHF 87,500), payable in a lump sum within thirty (30) days of the termination date. For the avoidance of doubt, no Performance Plan award shall be payable as severance, except as separately required under Section 3.4 (pro-rata payment for the then-current performance period).

Miscellaneous

• (a) This Agreement replaces all prior understandings and/or contracts between the parties.
• (b) Amendments and additions to this Agreement including this clause must be in writing to be effective. This form requirement does not apply to the notice of termination which does not require a particular form.
• (c) Should one or several provisions of this Agreement prove invalid, in part or in whole, such invalid provision(s) shall not affect the validity of the other provisions in this Agreement. The invalid provision(s) shall be replaced by such valid provision(s) that best meet(s) the parties' intention when agreeing on the invalid provision(s).

D&O Insurance and Indemnification

Applicable Law

Jurisdiction

Responsibilities

• 1. Lead the Group's financial strategy, capital allocation, and treasury function across all Group Companies;
• 2. Oversee preparation of statutory and management financial statements, audit, tax, and regulatory compliance for the Group;
• 3. Build and lead the finance team, including controllers, FP&A, and accounting personnel across the Group;
• 4. Lead investor relations, financial reporting to the Board, and capital-raising activities;
• 5. Represent the Company in relations with auditors, tax authorities, banks, and other financial counterparties, with binding signing authority within Board-approved limits.

Permitted Outside Activities

Permitted Shares above 5% of Equity Capital

Approvals & Signatures