| 1. |
POSITION; REPORTING RELATIONSHIP.
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| 2. |
COMPENSATION. In consideration for Employee’s execution and delivery of this Agreement and agreeing to Employee’s employment with the Company on the terms and conditions as set
forth herein, Employee shall be eligible to receive the following compensation and benefits.
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| (a) |
Base Salary. Employee shall receive a gross base salary (“Base Salary”) of
$750,000.00 annually, paid in accordance with the Company’s standard payroll practices and subject to all deductions required by law, including ordinary payroll taxes, as well as applicable deductions as elected by Employee, including but
not limited to medical insurance and 401(k) contributions. The Employer will review the Employee’s performance and Base Salary on an annual basis. Any change in the Base Salary will constitute the Employee’s Base Salary for all purposes of
this Agreement.
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| (b) |
Annual Bonus Plan. You will be eligible to participate in the Company’s Annual
Bonus Plan (the “Annual Bonus Plan”), in accordance with the terms and conditions of the Annual Bonus Plan with an annual target of 100% of Your Base Salary and a maximum entitlement of 200% of Your Base Salary, provided, however, that any
payment pursuant to the Annual Bonus Plan for the 2026 calendar year shall be adjusted pro-rata based the actual number of full months that You are employed by the Company in 2026. The Employee acknowledges and accepts that the Company
reserves the right to amend the terms and conditions of the Annual Bonus Plan at any time. Employee acknowledges and agrees further that any payments pursuant to the Annual Bonus Plan will be dependent on the Company achieving established
corporate performance criteria. All determinations regarding achievement of any payment pursuant to the Annual Bonus Plan will be made by the Company, in its sole discretion.
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| (c) |
Long-Term Incentive Plan. You will be eligible to participate in the long-term
incentive plan established for the Amrize Group, which plan may be made up of various components such as restricted stock units, performance stock units, performance shares and/or other share grants or entitlements as developed and included
in the new long term incentive plan (collectively the “LTIP”). In accordance with the LTIP, You will be eligible to receive grants that have a value of no less than 325% of
Your Base Salary, calculated based on the applicable stock price in effect on the actual day of the specific grant in any year, with a three-year vesting period. All grants are subject to the approval of the Board of Directors of
Amrize Ltd, in its sole discretion. Employee acknowledges and accepts that (i) the Board of Directors reserves the right to amend the terms and conditions of the LTIP at any time, in its sole discretion, (ii) Employee does not have any
contractual right (legal or otherwise) to receive any LTIP awards, and (iii) any prior LTIP awards shall not be interpreted or construed as a precedent regarding entitlement to future or further awards. You will receive an annual LTIP award for 2026 within one week of the commencement of your employment.
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| (d) |
Executive Deferred Compensation. You will be eligible to participate in the
Company’s Executive Deferred Compensation Program, the terms and conditions of which will be provided to You.
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| 3. |
BENEFITS.
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| (a) |
Benefit Plans. Employee shall be entitled to participate in the Company’s 401(k)
plan, health (medical, dental and vision), disability, and life insurance plans, as well as other health and welfare benefits in accordance with the terms and conditions thereof; provided that nothing in this Agreement shall alter the
Company’s ability to amend or terminate such plans.
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| (b) |
PTO and Holidays. Employee shall be entitled to accrue twenty-three (23) days of
Paid Time off (“PTO”) annually, plus such other annual holidays as designated and observed by the Company. PTO is prorated in the Employee’s first calendar year of employment. The Company may revise or terminate such benefits at any time,
with or without prior notice, subject to applicable law.
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| (c) |
Car Allowance. Employee shall receive an annual car allowance of $29,000.00, paid
bi-weekly through the Company’s standard payroll process, less applicable withholdings and deductions required by law, including ordinary payroll taxes.
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| 4. |
COMPANY’S POLICIES.
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| (a) |
Expenses. The Company shall reimburse Employee for all necessary, reasonable and
documented expenses incurred in connection with the performance of Employee’s duties hereunder, provided that all requests for expense reimbursement must be submitted in accordance with the practices and policies of the Company and within
the time limits set forth in such policies.
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| (b) |
Policies. Employee will be responsible to review and comply with the policies of
the Company and the Amrize Group, including those available through the Company’s internal intranet page, and including without limitation any material relating to Employee performing Employee’s duties.
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5.
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SHAREHOLDER APPROVAL
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6.
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AT-WILL EMPLOYMENT
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7.
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OUTSIDE EMPLOYMENT; NO CONFLICTING OBLIGATIONS
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8.
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TERMINATION
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| (a) |
Termination of Employment. The Employee and the Company will each have the option
to terminate Employee’s employment by providing twelve (12) months' prior written notice to the other party. In such event, the Employee shall continue to perform all required responsibilities and duties on a full-time basis for the
duration of the twelve (12) months' notice period. During such period, and subject to the Garden Leave provisions below, You will (i) continue to receive Your Base Salary, (ii) continue to participate in the Annual Bonus Plan, provided,
however, that bonus payments, if any, shall be subject to the terms and conditions of the Annual Bonus Plan, and (ii) continue to participate in the Benefit Plans and entitlements set out in Section 3(a), 3(b) and 3(c). You shall not be
entitled to participate or receive any further grants or awards pursuant to the LTIP.
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| (b) |
Garden Leave. The Company shall be entitled to release the Employee from his duty
to work ("Garden Leave") at any time. During the period of Garden Leave ("Garden Leave Period"), the Employee undertakes not to pursue any employment or other assignment without obtaining prior written consent from the competent Committee
of the Board. If such written consent is given and the Employee takes up new employment during the Garden Leave Period, the employment with the Company shall end as of the day preceding the start of such new employment or self-employment.
For the avoidance of doubt, all payments due up to the end of the employment shall be paid and the Employee shall not be entitled to any further payments in respect of the Annual Base Salary and, if applicable, bonus payments pro rata to
the original end date. Any outstanding (unvested or vested) long-term incentives pursuant to the LTIP shall be treated in accordance with the applicable plan rules. In the event that the Company, in its sole discretion, releases the
Employee from his duty to work during the notice period, any outstanding, untaken or accrued vacation or holiday entitlements shall be taken during such Garden Leave Period and shall be, in any event, deemed to be compensated and taken
during such period. Consequently, vacation days will not be paid out.
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| (c) |
Termination of Employment by the Company with Cause. The employment of Employee
hereunder may be terminated by the Company at any time immediately with Cause.
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| (A) |
Employee’s engaging in conduct which is materially injurious to the Company (including any conduct which is likely to materially and deleteriously affect the reputation of the
Company, or its customer or supplier relationships, monetarily or otherwise);
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| (B) |
Employee’s engaging in any act of fraud, misappropriation, embezzlement, or improper payments, or sexual or other unlawful harassment;
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| (C) |
Employee’s engagement in any act which would or does constitute a felony;
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| (D) |
Employee’s engagement in any act which would or does constitute a misdemeanor involving willful wrongdoing that adversely reflects on Employee’s character, honesty or integrity;
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| (E) |
the willful or continued failure of Employee to substantially perform Employee’s duties to the Company; or
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| (F) |
Employee’s material willful misconduct, gross negligence or acts of dishonesty.
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| (d) |
Resignation of Officer and Director Positions. Upon his separation date, Employee
will be deemed to automatically resign from all officer and director positions with the Company and its affiliates and Employee shall execute any documents the Company or its affiliates may require in connection with the same.
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9.
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NON-COMPETITION
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| (a) |
not to participate, directly or indirectly, financially or otherwise in any enterprise (other than as a shareholder of up to 5% of its issued shares for the purposes of investment
only) which develops, manufactures, offers, or distributes products, or provides services the same as or similar to the Restricted Business or which otherwise competes with the business of the Amrize Group;
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| (b) |
not to be active, fully or partially, for such an enterprise that competes, directly or indirectly, with the Restricted Business, be it as an employee, representative, adviser or
otherwise; or
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| (c) |
not to directly or indirectly establish such an enterprise that competes with the Restricted Business.
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10.
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NON-DISPARAGEMENT
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11.
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USE OF COMPANY PROPERTY
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12.
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COMPANY CONFIDENTIAL INFORMATION/NON-DISCLOSURE/NON-SOLICITATION
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13.
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RETURN OF COMPANY PROPERTY
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14.
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REMEDIES FOR BREACH OF AGREEMENT
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15.
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REASONABLENESS OF AGREEMENT
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16.
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MODIFICATIONS TO THIS AGREEMENT
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17.
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ASSIGNMENT
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18.
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SEVERABILITY AND SURVIVABILITY
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19.
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GOVERNING LAW; PERSONAL JURISDICTION
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(a)
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submit to the personal jurisdiction of those courts;
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| (b) |
consent to Service of process in connection with any action, suit or proceeding against You; and
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| (c) |
waive any other requirement, whether imposed by statute, rule of court or otherwise, with respect to personal jurisdiction, venue or service of process.
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20.
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ACKNOWLEDGEMENTS
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(a)
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have read the Agreement and fully understand its contents;
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(b)
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voluntarily agree to the terms and conditions it states;
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(c)
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have not been coerced or under duress to sign;
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(d)
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will not violate the terms of any other agreement previously entered by You; and
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| (e) |
had adequate time to consider entering into this Agreement prior to signing, including, without limitation, the opportunity to discuss the terms and conditions of this Agreement,
as well as its legal consequences, with an attorney of Your choice, at Your own expense.
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21.
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SECTION 280G.
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| (a) |
Best-Net Cutback. If there is a change of ownership or effective control or change
in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G of the Code) and any payment or benefit (including payments and benefits pursuant to this Agreement) that the Employee would receive
from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Employee, which of the following two alternative forms of payment would result in the Employee receipt, on an
after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (A) payment in full of the entire amount of the Transaction Payment (a
“Full Payment”), or (B) payment of only a part of the Transaction Payment so that the Employee receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), and the Employee shall be entitled to
payment of whichever amount that shall result in a greater after-tax amount for the Employee. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable
federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and
local taxes). If a Reduced Payment is made, the reduction in payments and/or benefits will occur in the following order: (1) first, reduction of cash payments, in reverse order of scheduled payment date (or if necessary, to zero), (2)
then, reduction of non-cash and non-equity benefits provided to the Employee, on a pro rata basis (or if necessary, to zero) and (3) then, cancellation of the acceleration of vesting of equity award compensation in the reverse order of the
date of grant of the Employee’s equity awards.
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| (b) |
280G Accountants. Unless the Employee and the Company otherwise agree in writing,
any determination required under this section shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Company for all
purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning
the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employee. The Employee and the Company shall furnish
to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this section as well as any costs incurred by the Employee with the Accountants for tax planning under Sections 280G and 4999 of the Code.
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| 22. |
SECTION 409A.
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| (a) |
General. The parties hereto acknowledge and agree that, to the extent applicable,
this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any
amounts payable hereunder will be taxable currently to the Employee under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and the Employee shall cooperate in good faith to (i) adopt such amendments
to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits
provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or
appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 21(a) does not
create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Section 409A, and in no event whatsoever shall the Company
or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on the Employee as a result of Section 409A or any damages for failing to comply with Section 409A.
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| (b) |
Special Rules. Notwithstanding any provision to the contrary in this Agreement: (i)
if the Employee is deemed at the time of Employee’s “separation from service” (within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations) to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the
Code, to the extent that delayed commencement of any portion of the termination benefits to which the Employee is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section
409A), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Employee’s termination benefits shall not be provided to the Employee prior to the earlier of (A) the expiration
of the six-month period measured from the date of the Employee’s separation from service with the Company and (B) the date of the Employee’s death; provided that upon the earlier of such dates, all payments deferred pursuant to this Section
21(b)(i) shall be paid to the Employee in a lump sum, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (ii) the determination of whether the Employee is a “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code as of the time of Employee’s separation from service shall be made by the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, Section
1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iii) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, (A) such
reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred, (B) the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement
in any subsequent year, (C) the amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year and (D) the right to any benefits or reimbursements or in-kind benefits may not
be liquidated or exchanged for any other benefit. Neither the Employee nor any of the Employee’s creditors or beneficiaries shall have the right to subject any “deferred compensation” under Section 409A payable under this Agreement to any
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any “deferred compensation” under Section 409A payable to the Employee or for Employee’s benefit
may not be reduced by, or offset against, any amount owing by Employee to the Company or any of its affiliates.
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EMPLOYEE: Baris Oran
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COMPANY:
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Signature:
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/s/ Baris Oran
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/s/ Jan Jenisch
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Name: Baris Oran
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name: Jan Jenisch
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Date: March 13, 2026
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Title: Chairman & CEO
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Date: March 13, 2026
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/s/ Stephen Clark
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name: Stephen Clark
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Title: Chief People Officer
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Date: March 13, 2026
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Employee Name
Baris Oran
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Position
Chief Financial Officer
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Work Location
Chicago
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Employee Acknowledgement
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March __, 2026
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Employee Signature
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Date
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