Employment Agreement dated July 1, 2021 between the Company and Flavio Maschera

1.2

You shall continue to be employed by the Company as an Executive under the National Collective Labour Agreement for Executives of Industrial Sector (NCBA), maintaining the Company seniority accrued.

2.1

This contract is entered into for an indefinite period.

4.1

As base remuneration for your activity and as consideration for all of your obligations, you shall initially be paid a yearly gross amount of Euro 340.218,00, distributed in 13 monthly salary payments. Your base remuneration shall be reviewed on an annual basis for possible increases.

4.2

The remuneration referred to in clause 4. shall include any and all increases that may arise from any source and shall be deemed the total fixed remuneration payable to you. It replaces any different remuneration and shall incorporate any pay raise as may be subsequently provided for by any source, even if granted under particular forms. In particular, it is understood that the extra allowance over minimum pay (superminimo) shall incorporate any future salary increases arising from changes in your position or from amendments of the current NCBA.

4.3

In addition to the above base remuneration as provided for in point 4.1., starting from the Group’s 2022 fiscal year (“FY2022”), you will be eligible for an annual cash bonus (“Bonus”) earned at the conclusion of each fiscal year of the Group based on achievement against certain Group financial and individual strategic goals as approved by the Compensation Committee of the Board of Directors of the Parent at the beginning of each such fiscal year of the Parent. The target Bonus and a description of the current parameters of the bonus opportunity are set forth in Annex 2.

4.4

Starting from FY2022, you will also be also entitled to receive annual awards (“Equity Awards”) under the Parent’s 2018 Omnibus Incentive Plan (as may be amended from time to time) in each fiscal year of the Parent of restricted equity in the Parent at such times and subject to such terms as may be established from time to time by the Compensation Committee of the Parent’s Board of Directors. The target Equity Award and the terms and conditions of the award to be received in FY2022 are set forth in Annex 3.

4.5

Payment of the above remunerations - net of any and all taxes withheld under the law and/or any agreements or contracts - shall be made by bank transfer to the bank account that you will indicate.

4.6

It is understood that the remuneration indicated above will cover any and all activities carried out by you on behalf and/or in favor of the Company, the Parent and/or the Group as well as any possible indemnity due for such activity or for any activity carried out by you also outside your workplace and/or abroad. It is understood that in case of missions in Italy or abroad having a duration of over 12 hours and requiring overnight stay, you will be entitled to a travelling expense allowance as per the current applicable NCBA at the conditions and in the amounts set by the Company policy.

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a lump sum severance payment equal to two times your then current base remuneration plus two times the higher of current target bonus or most recent actual bonus for termination if greater than and in lieu of the indemnity due under the NCBA, if any (indennità supplementari) (if the indemnity due under the NCBA is greater than the amount calculated under this phrase, then the indemnity due under the NCBA shall apply in lieu of the foregoing);

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a lump sum payment equal to the greater of [(i) your then target annual Bonus or (ii) the level of Bonus accrual on the Company’s books as of the date of termination] times the percentage of the Parent’s then current fiscal year that has elapsed as of the time of such termination;

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100% vesting with respect to all equity awards in the Parent that have been made to you which have not vested as of the date of termination;

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monthly reimbursement of medical insurance premiums for 24 months; and

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tax treatment will be “best net” method – gross payment will be reduced if net value to you after payment of taxes is better than taxed result on full gross payment.

(a)

any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the United States Securities Exchange Act of 1934 (the “Exchange Act”) becomes, after the Effective Date of this agreement, a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Parent, any trustee or other fiduciary holding securities under an employee benefit plan of the Parent, or any corporation owned, directly or indirectly, by the stockholders of the Parent in substantially the same proportions as their ownership of stock of the Parent), directly or indirectly, of securities of the Parent representing fifty percent (50%) or more of the combined voting power of the Parent’s then outstanding securities; or

(b)

the consummation of (A) a merger or consolidation of the Parent with any other corporation or other entity, other than (i) a merger or consolidation which would result in the voting securities of the Parent outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) of the combined voting power of the voting securities of the Parent or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Parent (or similar transaction) in which no “person” (as hereinafter defined) acquires more than 50% of the combined voting power of the Parent’s then outstanding securities, or (B) the sale or disposition by the Parent of all or substantially all of the Parent’s assets; or

(c)

the stockholders of the Parent approve a plan of complete liquidation of the Parent; or

(d)

individuals who, as of the Effective Date, constitute the Board of Directors of the Parent (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to Effective Date, whose election, or nomination for election by the Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Parent, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this Section, considered a member of the Incumbent Board.

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Bonus Opportunity

o

Target achievement = 50% of base remuneration

o

Actual achievement can range from 0% to 200% of Target achievement

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Weighting

o

75% of the actual achievement is based on Group financial goals as follows:

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40% Earnings before interest, taxes, depreciation, and amortization in U.S. currency (EBITDA)

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5% Earnings per share of the Parent in U.S. currency (EPS)

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30% Net working capital turns measured against target at the conclusion of each fiscal quarter of the Parent and as an average of the foregoing (i.e., 5 measurements each having a weighting of 6%)

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Actual achievement against each of the foregoing can be from 0% to 200% with the entry point (25%), threshold (50%), target (100%), and superior (200%) levels set by the Compensation Committee of the Parent’s Board of Directors in August of each fiscal year.

o

25% of the actual achievement is based on the executive’s performance against individual strategic goals that are finalized at the meeting of the Compensation Committee of the Parent’s Board of Directors in August of each fiscal year. Achievement against these goals (which can range from 0% to 200%) is determined by discussion with and preliminary approval of the CEO/President of the Parent and subject to final approval of the Compensation Committee of the Parent’s Board of Directors.

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Target Equity Award = shares having a value of 60% of base remuneration based on the trading price of the Parent’s common stock on the date of award approval by the Compensation Committee of the Parent’s Board of Directors.

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Current Components of Equity Award

o

50% in restricted stock units that vest one-third per year over the three-years from the date of award.

o

50% in contingent performance share units that vest three years from the date of award.

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The actual number of units that vest can range from 0% to 200% of the number of units awarded based on achievement over the three-year performance period against pre-established performance criteria approved at the time of award by the Compensation Committee (currently a modified ROIC calculation).

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The actual number of units that vest is currently further modified to the extent that the Parent’s total shareholder return (relative TSR) is in either in the bottom quartile (25% reduction in shares) or upper quartile (25% increase) as compared to the S&P 600 Capital Goods Index.

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Vested units are paid in shares of common stock of the Parent on a one-to-one conversion basis.