Legal Incentive Deed

LEGAL INCENTIVE DEED

This Legal Incentive Deed (the "Deed") is made and entered into as of Effective Date: by and between Grantor Name: , an entity of type Corporation LLC Municipality , with principal place of business at ; and Grantee Name: , an entity of type Corporation LLC Partnership , with principal place of business at (Grantor and Grantee each a "Party" and together the "Parties").

RECITALS

WHEREAS, Grantor is authorized to provide financial and regulatory incentives to promote economic development and to encourage the Project described below;

WHEREAS, Grantee intends to undertake the Project described as: and will perform certain obligations and achieve specified performance benchmarks in consideration for Incentives described herein;

WHEREAS, the Parties desire to set forth the terms under which Grantor will grant and Grantee will receive such Incentives, subject to compliance with the terms, conditions and covenants contained in this Deed.

N O W , T H E R E F O R E, in consideration of the mutual covenants and agreements set forth in this Deed, the Parties agree as follows:

1. Definitions

1.1 "Deed" means this Legal Incentive Deed and all schedules, exhibits and attachments hereto.

1.2 "Incentive" means the financial payment, tax abatement, rebate, credit or other benefit to be provided by Grantor as described in Section 2 and Schedule A (Description of Incentive).

1.3 "Project" means the capital improvement, facility, employment and other undertakings described in the Project Description field and implemented by Grantee on the Property.

2. Grant of Incentive

2.1 Subject to the Conditions Precedent in Section 3 and the continuing obligations of Grantee under this Deed, Grantor hereby commits to provide to Grantee the Incentive described in Schedule A. The aggregate maximum incentive amount shall not exceed unless otherwise approved in a duly authorized writing signed by Grantor.

2.2 The Incentive shall be disbursed in accordance with the Payment Schedule set forth in Schedule A, contingent upon Grantee's timely performance of the milestones and deliverables set forth therein.

3. Conditions Precedent

3.1 The obligation of Grantor to provide the Incentive is subject to the satisfaction, in Grantor's reasonable determination, of the following conditions precedent on or before the Condition Date: (a) Grantee's execution and delivery of this Deed; (b) delivery of proof of required permits and approvals; and (c) delivery of evidence of insurance coverage meeting the requirements set forth in Schedule B.

3.2 Condition Date:

4. Covenants of Grantee

4.1 Grantee covenants that it shall: (a) complete the Project in accordance with the Project Schedule; (b) maintain employment levels and other performance metrics set forth in Schedule C; and (c) comply with all applicable laws, permits and regulations in performing the Project.

4.2 Reporting. Grantee shall deliver to Grantor quarterly written reports certifying compliance with performance metrics, together with supporting documentation reasonably requested by Grantor. Failure to submit timely and complete reports shall constitute a breach of this Deed.

5. Covenants of Grantor

5.1 Grantor covenants that, subject to the Conditions Precedent and Grantee's compliance with this Deed, Grantor shall provide the Incentive in accordance with the schedule and amounts set forth in Schedule A.

5.2 Funding Limitations. Grantor's obligation to disburse funds under this Deed is subject to available appropriations and any applicable fiscal or budgetary approvals required by Grantor's governing authority.

6. Compliance, Audit and Recapture

6.1 Audit Rights. Grantor shall have the right to audit Grantee's records and documentation relating to performance under this Deed upon reasonable notice and during normal business hours. Grantee shall retain records for a period of not less than five (5) years following final payment.

6.2 Recapture. In the event of material noncompliance by Grantee, Grantor may recapture paid Incentives, require repayment with interest at the lesser of 8% per annum or the maximum lawful rate, and exercise any remedies available at law or equity, including setoff against future disbursements.

7. Remedies and Enforcement

7.1 The rights and remedies of the Parties under this Deed are cumulative and in addition to all other rights and remedies available at law or in equity. Specific performance shall be an available remedy for any breach affecting unique public policy or economic development interests.

8. Assignment

8.1 Grantee shall not assign or transfer its rights or obligations under this Deed without the prior written consent of Grantor, which consent shall not be unreasonably withheld where the assignee assumes all material obligations and provides adequate assurances of performance.

9. Term and Termination

9.1 Term. This Deed shall commence on the Effective Date and shall continue until the obligations of the Parties have been fully performed or until earlier termination in accordance with this Section. The Term shall be for a period of years, unless extended by mutual written agreement.

9.2 Termination for Cause. Either Party may terminate this Deed upon written notice to the other Party if the other Party materially breaches any provision of this Deed and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10. Indemnification

10.1 Grantee shall indemnify, defend and hold harmless Grantor, its officers, agents and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Grantee's performance under this Deed, except to the extent caused by Grantor's gross negligence or willful misconduct.

10.2 Limitation of Liability. Except for indemnification obligations and obligations for payment of Incentives, neither Party shall be liable to the other for consequential, incidental or punitive damages arising under this Deed.

11. Notices

11.1 All notices required or permitted under this Deed shall be in writing and shall be deemed given when personally delivered, when delivered via nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other address as a Party may designate by written notice in accordance with this Section.

12. Amendments; Waiver; Counterparts

12.1 Amendment. This Deed may only be amended by a written instrument signed by both Parties. No course of dealing or failure to enforce any provision shall constitute a waiver of that provision.

12.2 Counterparts. This Deed may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. Governing Law; Entire Agreement; Severability

13.1 Governing Law. This Deed shall be governed by and construed in accordance with the laws of the State specified for governing law:

13.2 Entire Agreement. This Deed, together with any schedules and exhibits, constitutes the entire agreement between the Parties with respect to the Incentive and supersedes all prior and contemporaneous agreements, representations and understandings.

13.3 Severability. If any provision of this Deed is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

Schedules and Exhibits

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