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1. As of the Effective Date set forth above, and subject to Sections II(6) above and <br />V(2) below, the Village authorizes an Incentive Grant in an amount equal to Thirty Percent <br />(30%) of the Company's income taxes withheld on wages earned in the Village at its 600 Beta <br />Drive location only and/or paid to the Village based upon its final net annual payroll. The <br />Incentive Grant payments shall be granted and calculated based on the Company's amzual <br />performance during the five (5) calendar years beginning January 1, 2017 and concluding <br />December 31, 2021, subject to the provisions of Section IV(2) below. <br />2. The initial Incentive Grant payment for the 2017 calendar year shall be made by <br />April 15, 2018, provided the Company files its Reconciliation of Return of Income Tax Withheld <br />with RITA by February 28, 2018. If the Company fails to be fully operational as of January 1, <br />2017, Year 1 shall be considered the first full calendar year of operation of the Company in the <br />Village and the initial Incentive Grant payment will occur in the year following the first full <br />calendar year of operation. The initial Incentive Grant payment, as well as subsequent Incentive <br />Grant pa}nnents, shall be made out of the economic development or other appropriate fund <br />maintained by the Village in the form of a check issued by the Village Director of Finance to the <br />Company and shall be made payable to the Company. <br />3. After the initial Incentive Grant payment is made, four (4) .additional annual <br />Incentive Grant payments shall be made by April 15°i of each subsequent year for each prior <br />calendar year provided the Company files its Reconciliation of Return of Income Tax Withheld <br />with RITA by February 28th of said year. If the Company requests an extension of time to file <br />its Reconciliation, the Village will make the Incentive Grant payment within three (3) months of <br />the extended filing date. It is the responsibility of the Company to advise the Village's Finance <br />Director and MCIC of the filing extension. <br />SECTION V -TERMINATION, MODIFICATION, DEFAULTS AND REMEDIES <br />1. Unless otherwise terminated earlier, this Incentive Grant Agreement shall <br />automatically terminate five (5) years after the initial Incentive Grant payment is made as set <br />forth in Section IV above. <br />2. During the Term, in the event the Company fails to generate the MITR for a <br />calendar year of the Term, the Incentive Grant Agreement shall not be terminated but no <br />Incentive Grant payment shall be awarded for that calendar year. <br />3. In the event the Company moves substantially all of its operations out of the <br />Village or terminates its operations in the Village altogether during the Term of this Incentive <br />Grant Agreement, this Incentive Grant Agreement shall automatically terminate and the Village <br />shall have the right, but not the obligation, to require the Company to refund and pay directly to <br />the Village or its authorized agency the Incentive Grant payments in an amount equal to all the <br />Incentive Grant payments awarded under this Incentive Grant Agreement as of the date the <br />Company moves substantially all of its operations out of the Village or terminates its operation <br />in the Village altogether. Upon termination of the Incentive Grant Agreement hereunder, no <br />{02075893 -3} <br />Page 5 <br />