Associate General Counsel, Compliance & Corp

Job Title: Associate General Counsel, Compliance & Corporate

Department: Legal

Reports to: General Counsel & Corporate Secretary

Direct Reports: 2

Location(s): Philadelphia

1.Summary of Position: (Brief description of overall responsibilities and function)

This position reports to the General Counsel and Corporate Secretary and is responsible for supporting the General Counsel and Corporate Secretary in compliance and corporate matters that arise within AgustaWestland Philadelphia Corporation (AWPC), a wholly owned subsidiary of Leonardo US Corporation and ultimately owned by Leonardo S.p.A. Direct experience and a working knowledge of corporate, regulatory, and compliance issues is necessary. The incumbent will manage all international trade and Foreign Corrupt Practice Act compliance (to include third party due diligence) and have responsibility for many aspects of the AWPC Code of Ethics. Additional responsibilities include supporting the General Counsel & Corporate Secretary in corporate governance, commercial contract, Federal, State and local public procurement, and aviation matters. More specific duties include the developing, implementing, executing and training to the AWPC import/export, ethics and regulatory compliance programs, policies, procedures and processes. The incumbent shall eventually serve as an Empowered Official as defined in the International Traffic in Arms Regulations (ITAR). This position supports all contact and interface for all compliance programs between U.S. government agencies and AWPC business units operating in the U.S. and elsewhere. This position also supports the General Counsel & Corporate Secretary in protecting the legal interest and mitigating risks by providing a wide range of legal advice to all departments of AWPC and supporting ongoing litigation. All responsibilities are in support of the responsible growth of the business and focus on providing customers with the best helicopters and related services in the world. The incumbent must be adaptive and comfortable working on a wide range of issues.

2.Essential Duties and Responsibilities:

Duties and Responsibilities:

% of

Time

Assists the General Counsel & Corporate Secretary with legal matters including sales and vendor contract reviews, commercial and government contract negotiation, interpretation, and drafting, and similar transactional matters. Support company litigation or alternative dispute resolution as assigned by the General Counsel & Corporate Secretary; gather and compile documentation related to each case as required during the discovery process; liaise with outside counsel as directed and necessary; and research and obtain information in order for the Legal Department to inform company executives of case or claim status, likelihood of success, settlement negotiations and disposition of cases.

30

Oversees the international trade and anti-bribery compliance programs to include managing two import/export employees, ensuring that AWPC seeks and secures all necessary EAR, ITAR, and OFAC authorizations, ensures alignment with corporate anti-bribery directives and execution of due diligence requirements for onboarding third-party sales consultants, and will serve as an Empowered Official.

30

At the direction and with the concurrence of the General Counsel & Corporate Secretary, advises and provides guidance to Senior Management on compliance-related issues focusing on international trade and anti-bribery compliance, and conducts internal investigations as necessary. Research US government agency requirements and develop internal requirements to ensure alignment.

10

Maintains current knowledge of laws and regulations and keeps abreast of recent changes; periodically revises the ethics and compliance program based on changes in the organization, the law, regulation or other internal procedures. Develops materials for distribution and training to all employees to enhance awareness of compliance activities. Attends Leonardo group and third-party job-related training and maintains current with Pennsylvania Continuing Legal Education Requirements.

15

At the direction of the General Counsel and Corporate Secretary, investigates and acts on matter related to compliance, including the flexibility to design and coordinate internal investigations (e.g., responding to reports of problems, hotline calls or suspected violations) and drafting and implementing proposed corrective actions, if warranted.

15

TOTAL:

100%

• Qualifications for Position:

A. Education

Juris Doctor from an American Bar Association accredited US law school and one of (1) admission to the bar of Pennsylvania as an active member in good standing, (2) admission under the PA Board of Law Examiners Rule 302 as Limited In-House Corporate Counsel, or (3) the immediate ability to obtain either (1) or (2) are required.

B. Experience

Minimum 5 years of law firm, government, or in-house experience focused on compliance and general corporate legal matters. Candidates practicing for 3 years who exhibit deep experience with the issues described above may be considered.

C. Competencies & Attributes

• Demonstrate the business acumen and authority necessary to achieve compliance for all assigned business segments and be self-directed. Strong written and oral communication skills and the ability to effectively interact with a variety of high-level business personnel.

• Review and analyze range of legal issues facing AWPC. Exercise excellent discretion and judgment and advise senior management decisions based on clear understanding of legal, technical, regulatory, and business requirements.

• Ability to produce at a high-volume servicing multiple priorities simultaneously and quickly synthesize technical program information.

• Domestic and international travel will be required.

• Ability to interpret rules of the Federal Acquisition Regulation (FAR) and Department of Defense Federal Acquisition Regulation Supplement (DFARS) will be required.

• Flexibility to tackle unanticipated issues to support business functions regardless of whether they are in the traditional legal arena or not.

Equal Opportunity Employer/Vet/Disability