Standard Template · Master
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Management Incentive Plan · Standard Template

An equity participation framework for ALT Infrastructure's management, board, and mission-critical advisors.

Participant
[●]
Role
[●]
Plan Issuing Entity
ALT Infrastructure SA
Date
[●] 2026
Status
Confidential Draft
10%
MIP Pool · Fully Diluted
378,325
Common Shares Reserved
4 Years
Vesting · 25% Cliff
2×
Trigger · CoC Acceleration
01 — Principle

Selected Participants are granted Options to acquire Plan Shares against the Strike Price.

The principle
Selected Participants are granted Options entitling them, subject to vesting and the terms of a Grant Agreement, to acquire Plan Shares (Common Shares of the Company) against payment of the Strike Price in cash. Options are granted free of charge, are personal and non-transferable.
As a condition to exercise, each Participant accedes to the Company's shareholders' agreement then in force. This Term Sheet is to be read together with the Articles of Incorporation of the Company (the "Articles") and, upon a Participant exercising Options, the Company's shareholders' agreement.
Company
ALT Infrastructure SA
Via Carlo Frasca 3, 6900 Lugano, Switzerland · CHE-409.502.681
Group
Company + Subsidiaries
Each present and future direct or indirect subsidiary (each a "Group Company")
Plan Issuing Entity
The Company
Plan Shares issued from the Company's conditional capital
Administrator
Board of Directors
Selects Participants, sets individual Grant terms, interprets and (subject to law and accrued rights) may amend or terminate the MIP
02 — Jurisdictional Architecture

A master plan supplemented by jurisdictional addenda for tax-resident Participants.

This MIP operates as a master plan supplemented by jurisdictional addenda for Participants resident in specific tax jurisdictions. Where a Participant relocates between jurisdictions during the term, the Administrator determines the applicable sub-plan(s) based on residence at each relevant tax event.
US Sub-Plan
IRC § 409A-Compliant
Applies to any Participant who is a US tax resident or US citizen at grant or vesting. Mandatory FMV strike, 409A-compliant valuation methodology, and US-specific reporting.
Swiss Sub-Plan
KS 37 Methodology
Cantonal tax treatment, AHV/IV/EO/ALV social security, Lohnausweis reporting, and KS 37 valuation methodology for Swiss-resident Participants.
Other Sub-Plans
As Adopted
Additional sub-plans (including Poland) may be adopted by the Administrator for Participants resident in other jurisdictions.
03 — Pool & Plan Shares

A reserved pool of 378,325 Common Shares — 10% of fully-diluted, post-Series A capital.

Reserved capital
The aggregate number of Common Shares reserved for issuance under the MIP shall not exceed 378,325 Common Shares (nominal value CHF 1.00 each), representing ten percent (10%) of the Company's share capital on a fully-diluted basis (post-MIP, post-Series A).
Plan Shares are issued out of conditional capital (bedingtes Kapital) established in the Articles in accordance with art. 653 et seq. of the Swiss Code of Obligations. No Plan Shares may be issued until the Articles have been duly amended to provide for sufficient conditional capital and the amendment registered with the commercial register.
Avoidance of doubt
The MIP Pool does not include, and is separate from, any equity granted to advisors, partners, or other persons under standalone advisory agreements, partnership agreements, or other arrangements outside the MIP, and such standalone equity grants do not reduce the MIP Pool.
Plan Shares
Plan Shares are Common Shares issued upon exercise of Options. They rank pari passu with all other Common Shares as to voting and information rights, and are entitled to dividends pari passu with other Common Shares — subject to the liquidation/dividend preference of Preferred Shares set out in the shareholders' agreement and the Articles.
04 — Participant Eligibility & Grant

Selected key employees, senior management, Board members, and mission-critical advisors.

Who is eligible
Selected key employees, members of senior management, members of the Board, and other mission-critical persons (including specialist advisors) of the Group, as identified by the Administrator.
The "Founding Shareholders" as defined in the Company's shareholders' agreement then in force are not eligible to receive Grants under the MIP. For the avoidance of doubt, this exclusion applies to such persons in their capacity as shareholders, directors, employees, advisors, or otherwise.
The Grant
Each Grant is documented in a Grant Agreement between the Participant (or its Manager Company) and the Company, setting out: (i) the number of Options; (ii) the Grant Date; (iii) the Strike Price; (iv) the Vesting Commencement Date; and (v) any individualized acceleration triggers or Performance Conditions.
05 — Strike Price & Fair Market Value

Default to FMV at Grant Date — with floor of nominal value (CHF 1.00) for non-US Participants.

Strike Price · Default
FMV at Grant Date
Determined by the Administrator at Grant and set forth in the Grant Agreement. The Administrator may, in its discretion and subject to Board approval, set a Strike Price below FMV — down to the floor of nominal value (CHF 1.00 per Common Share), per art. 624 CO.
Strike Price · US Sub-Plan
FMV Mandatory
For Participants subject to the US Sub-Plan, Strike Price must equal FMV at the Grant Date in accordance with IRC § 409A. The discretion to set a lower Strike Price does not apply.
FMV determination
Fair Market Value means the value of a Common Share as determined by the Administrator acting in good faith, with reference to:
  • (a)The post-money valuation implied by the Company's most recent qualifying capital increase within the prior twelve (12) months — adjusted for the liquidation and dividend preferences of Preferred Shares, excluding any control premium and minority discount; and
  • (b)Where the Administrator considers it appropriate, or where any Participant disputes the Administrator's determination in good faith, the value determined by an independent expert applying state-of-the-art valuation principles.
Where there has been no qualifying capital increase within the prior twelve (12) months, FMV is determined solely by independent expert. Failing agreement on the expert, appointment is referred to the President of the Zurich Chamber of Commerce; expert costs borne equally.
For Participants subject to the US Sub-Plan, FMV is determined per IRC § 409A safe harbor methodology (annual independent valuation report or other compliant method).
06 — Vesting

Four-year vesting from the Vesting Commencement Date — with a one-year cliff.

Year 1 · Cliff
25%
Vests on the first anniversary of the Vesting Commencement Date
Years 2 – 4 · Quarterly
12 × 6.25%
Remaining 75% vests in twelve equal quarterly instalments over the following three years
Vesting Commencement Date
Per Grant Agreement
Default: start date of the Participant's Collaboration Agreement; otherwise, the Grant Date
Performance Conditions
The Administrator may, in its discretion and as set out in the Grant Agreement, condition vesting on individual or Group-level performance targets.
Suspension of vesting
Vesting is suspended, and a Participant may not exercise vested Options, while disciplinary proceedings are underway against the Participant or while a formal investigation into the Participant's conduct has been initiated by Board resolution or by an external regulatory or judicial authority. If proceedings or the investigation are resolved without findings adverse to the Participant, vesting resumes retroactively.
07 — Liquidity Event & Acceleration

Double-trigger acceleration on Change of Control + qualifying termination.

Liquidity Event
A Liquidity Event means: (i) an IPO; (ii) a Change of Control — any transaction resulting in an acquirer not previously controlling the Company holding more than 50% of voting rights or share capital; (iii) a sale of all or substantially all of the Company's assets; or (iv) a liquidation, dissolution or winding-up. The Administrator may treat any other transaction as a Liquidity Event.
Acceleration · Default
Double-trigger: 100% of unvested Options vest upon a Change of Control if the Participant's Collaboration Agreement is terminated by the Company without Cause or by the Participant for Good Reason within twelve (12) months following such Change of Control.
Single-trigger acceleration may be granted on an individual basis as expressly stipulated in the Grant Agreement or Collaboration Agreement.
IPO does not trigger acceleration
For the avoidance of doubt, an IPO does not trigger acceleration; vesting continues in accordance with the original schedule, subject to the IPO Lock-Up. The Participant's Collaboration Agreement, where it expressly stipulates an acceleration regime, prevails over the MIP default.
08 — Exercise & Exercise Period

Mechanics for converting vested Options into Plan Shares.

How to exercise
Exercise of vested Options requires:
  • (a)A written Exercise Notice in the form attached to the Grant Agreement;
  • (b)Payment of the Strike Price in cleared funds; and
  • (c)Execution of a Declaration of Accession to the Company's shareholders' agreement.
Vested Options may only be exercised in tranches of not less than 1,000 Options at any time, save for any final exercise that exhausts the Participant's vested holding. The Administrator may permit cashless / net-settlement on a case-by-case basis.
Exercise Period
Vested Options are exercisable from vesting until the earliest of:
  • (i)Ten (10) years following the Grant Date;
  • (ii)Consummation of a Change of Control, asset sale, or liquidation (which truncate the Exercise Period). For the avoidance of doubt, an IPO does not truncate, and vested Options remain exercisable post-IPO subject to the IPO Lock-Up;
  • (iii)For Good Leavers — ninety (90) days following termination of the Collaboration Agreement (or twelve (12) months in case of death or permanent incapacity); and
  • (iv)For Bad Leavers — the date of termination.
Any unexercised Option lapses for no consideration.
09 — Leaver Mechanics

Good Leaver / Bad Leaver — defined, and not at the Administrator's discretion.

Good Leaver
Default outcome on ordinary termination
A Participant whose Collaboration Agreement terminates and who is not a Bad Leaver — including:

(a) termination by the Company without Cause;
(b) termination by the Participant for Good Reason;
(c) death, permanent incapacity, or retirement at or after statutory retirement age.

Result: all unvested Options forfeit for no consideration; vested Options remain exercisable for the post-termination period set out under Exercise Period.
Bad Leaver
Requires art. 337 CO grounds
A Participant whose Collaboration Agreement terminates by reason of:

(i) termination by the Company for Cause (i.e., for an "important reason" / wichtiger Grund within the meaning of art. 337 CO, the existence of which must be established by the Company); or
(ii) voluntary resignation by the Participant other than for Good Reason or for an "important reason" attributable to the Company within the meaning of art. 337 CO.

Result: all Options (vested and unvested) forfeit for no consideration on the date of termination.
No discretion to re-characterize
Ordinary termination of the Collaboration Agreement by the Company on notice (in the absence of an "important reason" under art. 337 CO) shall result in Good Leaver status, and the Administrator shall not have discretion to characterize such termination as Bad Leaver. The Administrator may, in its discretion, accelerate vesting in whole or in part for a Good Leaver.
Cause
Means any "important reason" (wichtiger Grund) within the meaning of art. 337 of the Swiss Code of Obligations, including (illustratively, without limitation): (i) material breach of the Collaboration Agreement; (ii) gross misconduct or gross negligence; (iii) conviction for a felony or crime involving moral turpitude; (iv) fraud, embezzlement, or material dishonesty; or (v) breach of fiduciary duty to the Company or any Group Company.
Good Reason
Has the meaning given in the Participant's Collaboration Agreement. Where not so defined, means any of the following without the Participant's prior written consent: (i) a material reduction in base salary or target performance/bonus opportunity; or (ii) a material diminution in title, authority, duties or responsibilities.
10 — Leaver Call Option

Triggering Events permit the Company (and then shareholders pro rata) to repurchase Plan Shares.

Triggering Events
Death/incapacity, insolvency, criminal act against the Group, material breach, or termination of the Collaboration Agreement as a Good or Bad Leaver. Upon a Triggering Event, the Company (in first priority) and other shareholders pro rata (in second priority) have the right (but not the obligation) to purchase all or part of the Plan Shares held by the Participant or its Manager Company.
Good Leaver · Death · Incapacity · Material Breach
Fair Market Value
Repurchase price set at FMV per the FMV determination methodology above
Bad Leaver · Insolvency · Criminal Act
Lower of 50% FMV or 50% Strike Paid
Repurchase at the lower of (A) 50% of FMV and (B) 50% of the aggregate Strike Price paid
Procedural details (notice periods, Expert determination, settlement) follow the Company's shareholders' agreement.
11 — Transfer, Drag-Along, Tag-Along & IPO Lock-Up

Plan Shares move only as the shareholders' agreement allows.

Transfer Restrictions
Non-Transferable
Options (vested and unvested) are non-transferable. Plan Shares are non-transferable save (i) to a wholly-owned and controlled Affiliate of the Participant (which must accede to the MIP and the Company's shareholders' agreement on a look-through basis); and (ii) pursuant to mandatory transfer mechanics in the shareholders' agreement and on a Liquidity Event. Plan Shares are subject to a right of first refusal in favor of the existing shareholders.
Drag-Along
66 ⅔% Threshold
Shareholders representing more than 66 ⅔% of the issued share capital may require all other shareholders, including Plan Share holders, to co-sell their shares to a bona fide third-party acquirer who wishes to acquire 100% of the Company on the same terms. Mechanics interpreted consistently with the shareholders' agreement; in case of conflict, the shareholders' agreement prevails.
Tag-Along
On Change of Control
Where a transfer of shares would result in a Change of Control, Plan Share holders have the right to participate in the transfer on the same consideration per share (within the same class) and otherwise the same terms.
IPO Lock-Up
Up to 1 Year Post-IPO
Each Participant undertakes to execute customary market stand-off / lock-up agreements for up to one (1) year following an IPO.
12 — Manager Company & Collaboration Agreement

Holding through a personal vehicle — and what counts as a "Collaboration Agreement".

Manager Company
Subject to the prior written consent of the Administrator, a Participant may designate a wholly-owned and controlled corporate vehicle (the "Manager Company") to acquire the Options and enter into the Grant Agreement in lieu of the Participant. The Manager Company is subject to the leaver, transfer and other restrictions on a look-through basis to the underlying Participant.
Collaboration Agreement
Means any agreement under which the Participant provides services to, or holds a position with, a Group Company — including without limitation any employment agreement, executive employment agreement, advisory agreement, board appointment, consultancy agreement, or services agreement, in each case as amended or replaced from time to time.
13 — Tax, Confidentiality & Clawback

Compliance, secrecy, and the Company's right to recover.

Tax
The Participant is solely responsible for any income tax, wealth tax, social security, source tax and other public charges arising in connection with the Grant, vesting, exercise, holding or sale of Options or Plan Shares — save where such charges are the obligation of the Company under applicable law. The Company may withhold applicable taxes/contributions from any cash compensation, share issuance or sale proceeds. The Company will issue tax certificates required under Swiss law (including the Lohnausweis).
Confidentiality
The existence and terms of the Grant, the Grant Agreement, this MIP, the Company's capitalization and financial information, and other confidential information of the Group obtained by the Participant in connection with the MIP, are strictly confidential during the term and at all times thereafter — save for disclosures to the Participant's professional advisers, family members and Manager Company under equivalent obligations, or as required by law or regulatory authority. The Participant remains subject to any additional restrictive covenants (including non-competition, non-solicitation, and confidentiality) set out in the Participant's Collaboration Agreement, which apply in addition to this Section.
Clawback
The Administrator may, within three (3) years following exercise or sale of Plan Shares, require repayment of gains realized (or forfeiture of unexercised Options) where the Participant engaged in fraud, willful misconduct, embezzlement or material breach of fiduciary duty — or where the Company's financial statements that materially affected the value of the Plan Shares are restated due to such conduct.
14 — Order of Precedence & Governing Law

In case of conflict — the hierarchy of binding instruments.

  1. Articles & mandatory Swiss law prevail over this MIP.
  2. This MIP prevails over an individual Grant Agreement, save where the Grant Agreement expressly stipulates a deviation.
  3. This MIP prevails over a Collaboration Agreement, save in respect of grant value, Liquidity Event acceleration and the definitions of "Cause" and "Good Reason", in each case where the Collaboration Agreement expressly stipulates a deviation.
Governing Law & Arbitration
Switzerland (excluding CISG and conflict of laws). Disputes resolved by arbitration under the Swiss Rules of International Arbitration of the Swiss Arbitration Centre; three (3) arbitrators; seat Zurich; English language.
15 — Adoption & Acknowledgment

Conditional on Articles amendment, notarization, and commercial register filing.

Adoption
This Term Sheet is to be adopted at the next Extraordinary General Meeting of Shareholders of ALT Infrastructure SA, conditional on:
  • (a)The Articles being amended at the same EGM to establish conditional capital under art. 653 CO sized for the full MIP Pool;
  • (b)Such amendment being notarized by the appointed notary; and
  • (c)Registration with the Ticino commercial register.
No Plan Shares may be issued, and no Options may be exercised into Plan Shares, until conditions (a) through (c) have been satisfied.
Acknowledgment
The undersigned Participant acknowledges receipt of this Term Sheet, confirms that the undersigned has read and understood its terms and has had the opportunity to seek independent legal, tax and financial advice, and agrees to be bound by the terms of the MIP and any Grant Agreement entered into between the Company and the undersigned.
For ALT Infrastructure SA
 
Founder Director
Date: [●] 2026
For ALT Infrastructure SA
 
Founder Director
Date: [●] 2026
Participant
[● Name]
[● Role]
Date: [●] 2026