INCUMBENCY AGREEMENT ON PERFORMANCE OF AUDIT COMMITTEE MEMBER concluded in accordance with 66 art. 2 and 3 Act No. 513/1991 Coll., the Commercial Code

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1 INCUMBENCY AGREEMENT ON PERFORMANCE OF AUDIT COMMITTEE MEMBER concluded in accordance with 66 art. 2 and 3 Act No. 513/1991 Coll., the Commercial Code Photon Energy a.s., joint-stock company established and existing according to the law of the Czech Republic, seated Uruguayská 380/17, Praha 2, Company Number: , registered in the Commercial Registry maintained by the Municipal Court in Prague, section B, insert 13779, represented by Mr. Michal Gärtner, Chairperson of the Management Board and Mr. Georg Hotar, vice-chairman of the Management Board, (the "Company") and [...], citizen of [the Czech Republic], born on the day [...], registered address [...], ZIP [...], the Czech Republic (the "Member") concluded on below stated date, month and year in the meaning of 66 art. 2 and 3 Act No. 513/1991 Coll., the Commercial Code, in valid version (the Commercial Code") this agreement on performance of audit committee member, (the Agreement ): PREAMBLE (A) The Member was nominated by the General Meeting of Shareholders of the Company as a member of Audit Committee of the Company. (B) The Member agrees with his or her nomination to function of a member of Audit Committee for functional period of one (1) year. (C) The Member hereby announces that he or she fulfills all the requirements stated in 194 art. 7 of the Commercial Code, and stated by Act. No. 93/2009, Coll., on auditors (the Act on auditors ) for performance of the Member s function, especially that he or she (i) can be held legally responsible, (ii) is unblemished in the meaning of Act. 455/1991, Coll., on trade entrepreneurship in valid version ( the Trade Licensing Act ), (iii) is not aware of any legal constraints in accordance with the Trade Licensing Act, that would limit him or her in performance of the function of Audit Committee member, (iv) is not aware of any facts in accordance with 38l of the Commercial Code that would limit him or her in performance of the function of Member, and [(v) is independent and professionally competent for performance of activities in accounting area and/or mandatory audit, including at least a three-year practical experience in this area. THIS SECTION TO BE APPROVED FOR AT LEAST ONE MEMBER OF THE COMMITTEE, NOT REQUIRED FOR OTHER MEMBERS] 1. SUBJECT OF THE AGREEMENT 1.1 The Member will perform duties of Audit Committee member of the Company. The Member has rights and obligations related to Audit Committee member of the Company in accordance with legislation of the Czech Republic, with the exemption of the constraints defined in the Articles of Association of the Company ( Articles of Association ) or in this Agreement. 1/6

2 1.2 The place of performance of duties of the Member in accordance with this Agreement will be the seat of the Company and wherever else as it may be required in name of interests of the Company. 2. RIGHTS OF THE MEMBER 2.1. Without impairment of obligations of members of the Management Board and of Supervisory Board or other persons nominated by General Meeting of Shareholders, the Member performs in accordance with the Articles of Association of the Company especially following activities: monitors process of financial closing and consolidated financial closing of the Company; evaluates effectiveness of internal control of the Company, internal audit and possible system of risk management; monitors process of mandatory audit of financial statements and consolidated financial statements of the Company; evaluates independency of statutory auditor and of audit company (companies) and especially of provision of additional services to the Company as audited subject; recommends auditors to the General Meeting of Shareholders; receives and discusses with auditors information, formulations and messages in accordance with legislation; and if necessary, provides other bodies of the Company with the information related to matters that are within competence of the Audit Committee. 2.2 The Member is obligated to perform his or her duties with professional diligence, thoroughly, in accordance with his or her best abilities and in accordance with legislation of the Czech Republic, Articles of Association of the Company, best interests of the Company and potentially with instructions of the General Meeting of shareholders. The Member will especially: perform his or her duties in line with legislation of the Czech Republic, Articles of Association of the Company, participate in meetings of the General Meeting of Shareholders and submit to the General Meeting of Shareholders reports on activities of the Audit Committee; participate in meetings of the Audit Committee; and perform and fulfill tasks, that are assigned to him or her by the Audit Committee and/or that accrue from his function. 2.3 In the relation to the Company, the Member is obligated to comply withl the Articles of Association of the Company in valid version, respective legislation of the Czech Republic and this Agreement. 2.4 The Member must fulfill his duties in person and is not allowed to delegate or cede performance of these duties to a third person. 2.5 Irrespective of the above stated text, the Member is not allowed to execute or be the cause of any act, if this would be based on his or her reasonable consideration in breach with statutory interests of the Company and/or legislation of the Czech Republic and/or any other legal acts. Strana: 2/6

3 3. CONFIDENTIALITY 3.1 Terms of this Agreement, as well as any other information, circumstances or data that the Member becomes aware of in relation with and fulfillment of this Agreement (thereinafter only Confidential information ), are confidential. Without prior written approval of the Company, the Member is not allowed to disclose the Confidential information to any third person, neither to use any the Confidential information for other purpose than to fulfillment of this Agreement or for purposes anticipated by this Agreement. Prohibition of disclosure of the Confidential information is not applied in disclosure: in scope of good and proper management of business matters of the Company; to legal, tax and accounting advisors, if they are bounded with obligation of confidentiality that correspond at least with obligations described in this Chapter; in court, administrative or arbitration proceedings, in scope that is necessary to claim entitlements based on this Agreement or in relation with this Agreement; required by acts or other legislation related to a given party (given parties); of Confidential information that have become publicly known in other way than by breach of this Agreement. 3.2 The Member is obliged not to disclose, either directly or indirectly, any Confidential information during five (5) years after termination of this Agreement. 4. REMUNERATION OF THE MEMBER AND OTHER BENEFITS 4.1 The Company is obligated to pay to the Member the gross annual remuneration amounting to [ ] CZK (in words: [ ] Czech crowns) for fulfillment of his or her duties in accordance with this Agreement ( the Annual Remuneration ), from which the Company deducts the income tax, health and social insurance and any other mandatory or agreed deductions ("Taxation"). The Annual Remuneration may be increased based on agreement between the Member and the Company and approval of the General Meeting of Shareholders. 4.2 The Company will disburse the Annual Remuneration to the Member monthly in proportional amount by bank transfer to bank account no.: [ ], registered at [ ]. 4.3 The Company is obliged to reimburse the Member for reasonable cash disbursements and reasonable travel expenses based on actual taxable receipts, that the Member submits to the Company without delay after their payment in accordance with the legislation of the Czech Republic and internal policies of the Company, based on presumption that such expenses originated with relation of fulfillment of the duties based on this Agreement, up to total amount of CZK (in words: Ten Thousands Czech Crowns) annually, expenses exceeding this limit will be refunded by the Company to the Member only in case that they are approved by the Supervisory Board before their origination. 4.4 The Member agrees and commits him/herself that for period of three (3) years after 3/6

4 termination of this Agreement, he or she will not either directly or indirectly (e.g., as owner, partner, investor, advisor or employee) participate in business activity that is in direct competition with the Company or its any other related person. The Member especially is not allowed to offer employment to any employees, clients or any other personal entity or legal entity in relation with the Company, its subsidiaries or any other companies acting in accord. Under terms set by valid legislation and on condition that by this the entitled interests of the Company will not be breached, the Board of Directors of the Company may shorten length of this non-competition clause, or, possibly, a usage of this clause in a specific case totally remit. 5. RESPONSIBILITY 5.1 In relation to the Company under terms and in the scope of generally obligatory legislation of the Czech Republic, the Member is responsible for damage caused based on breach of his or her duties following the legislation or obligations defined by this Agreement, especially in Clauses 2.1 and 2.2 above, that he or she is obligated to do with professional diligence. 6. DURATION AND TERMINATION OF THE AGREEMENT 6.1 This Agreement is terminated to date of: expiration of functional period of the Member as an Audit Committee member; recall of the Member by General Meeting from his or her function of an Audit Committee member; abdication of the Member from his or her function of an Audit Committee member; origination of obstacles limiting the Member in his or her his or her function of an Audit Committee member in a way as it is set in the Commercial Code or Act on Auditors; or to date when the function of an Audit Committee member terminates in other ways than by ways as described above. 6.2 Abdication of the Member from function of an Audit Committee member is governed by 66 art. 1 of the Commercial Code. If the Member decides to resign from his or her function of an Audit Committee member, he or she is obligated to inform in written about this fact the General Meeting and Audit Committee at least three months before delivery of the announcement of abdication. The Member commits to ensure that the written announcement about his or her abdication from function will be enclosed to invitation to the general meeting, when his or her abdication is about to be discussed. Performance of his or her function terminates on day when the abdication was discussed or should have been discussed by the General Meeting. 6.3 The Member commits to return to the Company without any necessary delay after termination of this Agreement (but not later than within one (1) week after termination of the Agreement) all the documents that she or he possesses with and that concern the Company and its matters (especially contracts, correspondence, accounting records, invoices and power of attorney) and other objects that belong to the Company. Strana: 4/6

5 7. FINAL CLAUSE 7.1 Any obligation included in this Agreement that will be not fully fulfilled to date of termination of this Agreement, remains binding. 7.2 If there is any part of this Agreement invalid or unenforceable or if any part of this Agreement becomes invalid or unenforceable, the validity or enforceability of any other part of this Agreement is not impaired. 7.3 This Agreement is governed by the legislation of the Czech Republic, especially by the Commercial Code and Act on Auditors, with exemption of those non-mandatory rules whose usage is excluded by this Agreement. 7.4 A sole cognizance to solve any dispute following this Agreement or related to this Agreement, including dispute related to existence, validity or termination of this Agreement or impacts of its invalidity, belongs to jurisdiction in the Czech Republic. 7.5 This Agreement becomes effective on the date of its approval by the General Meeting of Shareholders. 7.6 This Agreement replaces any prior mandate contracts or contracts on services provision that were concluded between contractual parties of this Agreement. Changes or amendments to this Agreement will be agreed in written between the Member and the Company and must be approved before by the General Meeting. The Member states that he or she has no entitlements against the Company that would be related to any prior mandate contract or contract on services provision or performance of his or her function. 7.7 This Agreement is prepared in two (2) copies in Czech language. Each contractual party receives one (1) copy of this Agreement. In., on [...] 2010 In., on [...] 2010 Michal Gärtner Chairman of the Board of Directors (name of the Member) Georg Hotar Vice-chairman of the Board of Directors 5/6

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