Common use of Incentive Payment Clause in Contracts

Incentive Payment. The Executive will become entitled to an additional “Performance Unit” award under the terms and conditions of the Plan having a cash value equal to $10,000,000 (the “Incentive Payment”). The Incentive Payment shall be payable in accordance with and subject to the terms and conditions of the Performance Unit Award Agreement in substantially the form attached hereto as Appendix B (the “PU Award Agreement”); provided, however, the Incentive Payment shall also be payable in the event, on or prior to December 31, 2021, either (1) a transaction is consummated which constitutes a Change in Control, or (2) the Board approves a transaction which, if consummated, would constitute a Change in Control and such transaction is consummated on or prior to December 31, 2022. The date of occurrence, if any, of such Change in Control event is referred to hereafter as the “Incentive Achievement Date”. Notwithstanding anything to the contrary herein, the payment of the Incentive Payment to the Executive is conditioned upon the Executive remaining employed with the Company from the date hereof through December 30, 2021 (unless the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the Incentive Achievement Date and prior to December 30, 2021). Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable pursuant to the terms hereunder, be paid within 30 days following the consummation of the transaction constituting a Change in Control. The Incentive Payment, if paid to Executive pursuant to this Section 2.7 or Section 3.2(b) below, shall be in lieu of any and all other Severance Payments that may become due hereunder (other than any Accrued Amounts) and any other severance payments that may become due pursuant to this Employment Agreement or any Company policies. For the avoidance of doubt, the Executive shall not under any circumstance be entitled to receive more than one Incentive Payment and if the Executive becomes entitled to the Incentive Payment on or after the Incentive Achievement Date, the Executive shall immediately forfeit any right to payments under the PU Award Agreement. Notwithstanding anything to the contrary herein, no Incentive Payment shall be payable to the Executive pursuant to either clause (1) or (2) of this Section 2.7 or Section 3.2(b) unless the “Change in Control” constitutes a “change in control event” within the meaning of Code Section 409A.

Incentive Payment. The Executive will become entitled to an additional “Performance Unit” award under the terms and conditions of the Plan having a cash value equal to $10,000,000 (the “Incentive Payment”). The Incentive Payment shall be payable in accordance with and subject 4.1 Subject to the terms and conditions of this Agreement, the Performance Unit Award Agreement in substantially the form attached hereto as Appendix B Incentive payment (the “PU Award AgreementIncentive”) is as follows: (i) where the Applicant has received a rebate under the CleanBC Go Electric Program (the “CleanBC Rebate”); provided, however, the Incentive Payment shall also payment for each EVSE installed is calculated as $1,920.00 Canadian Dollars less the amount of the CleanBC Rebate; (ii) where the Applicant has not received a CleanBC Rebate, the Incentive payment for each EVSE installed is $1,920.00 Canadian Dollars, up to a maximum of seven (7) EVSEs per eligible Premises. 4.2 The Applicant acknowledges and agrees that the Program does not provide any incentive, funding or contribution other than the incentive set out in section 4.1. 4.3 The Incentive will be payable paid to the Applicant by ▇▇▇▇ credit. FortisBC may pay the Incentive by cheque in exceptional circumstances, within FortisBC’s sole discretion. If a cheque has not been cashed within six months from the eventdate of issue, on the cheque will be considered null and void. FortisBC is under no obligation to re-issue a cheque or prior to December 31, 2021, either (1) a transaction is consummated which constitutes a Change in Controltransfer returned as, or (2) otherwise undeliverable or to replace a stale-dated cheque. 4.4 The Applicant acknowledges and agrees that FortisBC may at its sole discretion, require the Board approves a transaction which, if consummated, would constitute a Change in Control and such transaction is consummated on Applicant to repay all or prior to December 31, 2022. The date of occurrence, if any, of such Change in Control event is referred to hereafter as the “Incentive Achievement Date”. Notwithstanding anything to the contrary herein, the payment part of the Incentive Payment provided by FortisBC under the Program within 90 days of receipt by the Applicant of such notice in the event of any of the following: (i) FortisBC determines, in its sole discretion, that any information provided by the Applicant is incorrect or untrue, including but not limited to the Executive failure to install the EVSE in the Premises; or (ii) FortisBC determines, in its sole discretion that the Applicant has failed to comply with these Terms and Conditions. 4.5 The decision by FortisBC to provide the Incentive under this Program to the Applicant is conditioned upon based on the Executive remaining employed with the Company from the date hereof through December 30, 2021 (unless the Executive’s employment with the Company is terminated information provided by the Company without Cause or by Applicant to FortisBC. In the Executive for Good Reason on or after event there is any change to such information, the Applicant will notify FortisBC immediately, and FortisBC may, in its sole discretion, void the Application and this Agreement and terminate any obligation to pay any Incentive Achievement Date and prior to December 30, 2021). Subject to the foregoing conditionsApplicant, the Incentive Payment will, if it becomes payable pursuant or demand repayment of any funds already disbursed to the terms hereunder, be paid within 30 days following the consummation of the transaction constituting a Change in Control. The Incentive Payment, if paid to Executive pursuant to this Section 2.7 or Section 3.2(b) below, shall be in lieu of any and all other Severance Payments that may become due hereunder (other than any Accrued Amounts) and any other severance payments that may become due pursuant to this Employment Agreement or any Company policies. For the avoidance of doubt, the Executive shall not under any circumstance be entitled to receive more than one Incentive Payment and if the Executive becomes entitled to the Incentive Payment on or after the Incentive Achievement Date, the Executive shall immediately forfeit any right to payments under the PU Award Agreement. Notwithstanding anything to the contrary herein, no Incentive Payment shall be payable to the Executive pursuant to either clause (1) or (2) of this Section 2.7 or Section 3.2(b) unless the “Change in Control” constitutes a “change in control event” within the meaning of Code Section 409A.Applicant.

Incentive Payment. The Executive (a) Incentive payment ("Incentive Payment") is payable hereunder, subject to a maximum total amount of Fifteen Million Dollars ($15,000,000). (b) Incentive Payment will become entitled be available to an additional “Performance Unit” award under the terms and conditions persons who are selling shareholders of Atlas who will also be employees of the Plan having Continuing Corporation. (c) The percentage interest of each participant eligible for a portion of Incentive Payment will be determined by the Board of Directors of the Continuing Corporation promptly after the Closing Date. (d) Incentive Payment will be due sixty days after the closing of RAI's fiscal year ending September 30, 2003 (or, if RAI's fiscal year shall change, the fiscal year ending after April 1, 2003 and on or before March 31, 2004). It will be payable, at RAI's option, in either cash or common stock of RAI (or any successor thereto). If paid in common stock, and RAI (or any successor thereto) has its stock traded on a public exchange, such stock will be valued at the average closing price of the common stock of RAI (or any successor thereto) for the ten trading days up to and including the last day of such fiscal year. If RAI (or any successor thereto) does not have its stock traded on a public exchange, such stock will be valued at net book value as of the last day of the immediately preceding calendar year. (e) Incentive Payment will be equal to ten percent (10%) of the Continuing Corporation's earnings (before taxes but after all other items including interest, depreciation and amortization) in excess of a fifteen percent (15%) annualized (but not compounded) return on "RAI's Consideration." The term "RAI's Consideration" shall mean $10,000,000 70,000,000, adjusted from time to time to include consideration for any subsequent energy acquisitions, if any, (including the “Incentive Payment”)acquisition of Resource Energy, Inc., which shall be treated for the purpose of this paragraph as having been acquired at its book value regardless of the form of the transaction or the consideration recited in the transaction documents) by the Continuing Corporation. The By way of example, if the measuring period is exactly five years, RAI's consideration is $70,000,000 throughout the first year, and $100,000,000 for the remaining four years, and the aggregate earnings before taxes for the five years are $200,000,000 the Incentive Payment shall would be payable in accordance with $12,950,000, calculated as follows: (i) 15% on $70,000,000 = $10,500,000 and subject to (ii) 15% on $100,000,000 = $15,000,000 for each of four years, so the terms and conditions threshold is $70,500,000. Ten percent of the Performance Unit Award Agreement in substantially excess of $200,000,000 over $70,500,000, or $129,500,000, is $12,950,000. If, with RAI's Consideration unchanged, the form attached hereto as Appendix B (the “PU Award Agreement”); provided, howeverearnings before taxes has been $220,500,000 or more, the Incentive Payment shall also would be payable in the event, on or prior to December 31, 2021, either (1) a transaction is consummated which constitutes a Change in Control, or (2) the Board approves a transaction which, if consummated, would constitute a Change in Control and such transaction is consummated on or prior to December 31, 2022. The date of occurrence, if any, of such Change in Control event is referred to hereafter as the “Incentive Achievement Date”. Notwithstanding anything to the contrary herein, the payment of the Incentive Payment to the Executive is conditioned upon the Executive remaining employed with the Company from the date hereof through December 30, 2021 (unless the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the Incentive Achievement Date and prior to December 30, 2021). Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable pursuant to the terms hereunder, be paid within 30 days following the consummation of the transaction constituting a Change in Control. The Incentive Payment, if paid to Executive pursuant to this Section 2.7 or Section 3.2(b) below, shall be in lieu of any and all other Severance Payments that may become due hereunder (other than any Accrued Amounts) and any other severance payments that may become due pursuant to this Employment Agreement or any Company policies. For the avoidance of doubt, the Executive shall not under any circumstance be entitled to receive more than one Incentive Payment and if the Executive becomes entitled to the Incentive Payment on or after the Incentive Achievement Date, the Executive shall immediately forfeit any right to payments under the PU Award Agreement. Notwithstanding anything to the contrary herein, no Incentive Payment shall be payable to the Executive pursuant to either clause (1) or (2) of this Section 2.7 or Section 3.2(b) unless the “Change in Control” constitutes a “change in control event” within the meaning of Code Section 409A.$15,000,000.

Incentive Payment. The Executive will become is entitled to an additional “Performance Unit” award under the terms and conditions of the Plan and the Performance Unit Award Agreement between the Company and the Executive dated as of November 1, 2017 and as amended on the Effective Date (the “PU Award Agreement”), having a cash value equal to $10,000,000 (the “Incentive Payment”). The Incentive Payment shall be payable in accordance with and subject to the terms and conditions of the Performance Unit Award Agreement in substantially the form attached hereto as Appendix B (the “PU Award Agreement”); provided, however, the Incentive Payment shall also be payable in the event, on or prior to December 31, 20212024, either (1) a transaction is consummated which constitutes a Change in Control, or (2) the Board approves a transaction which, if consummated, would constitute a Change in Control and such transaction is consummated on or prior to December 31, 20222025. The date of occurrence, if any, of such Change in Control event is referred to hereafter as the “Incentive Achievement Date”. Notwithstanding anything to the contrary herein, the payment of the Incentive Payment to the Executive is conditioned upon the Executive remaining employed with the Company from the date hereof through December 30, 2021 2024 (unless the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the Incentive Achievement Date and prior to December 30, 20212024). Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable pursuant to the terms hereunder, be paid within 30 days following the consummation of the transaction constituting a Change in Control. The Incentive Payment, if paid to Executive pursuant to this Section 2.7 or Section 3.2(b) below, shall be in lieu of any and all other Severance Payments that may become due hereunder (other than any Accrued Amounts) and any other severance payments that may become due pursuant to this Employment Agreement or any Company policies. For the avoidance of doubt, the Executive shall not under any circumstance be entitled to receive more than one Incentive Payment and if the Executive becomes entitled to the Incentive Payment on or after the Incentive Achievement Date, the Executive shall immediately forfeit any right to payments under the PU Award Agreement. Notwithstanding anything to the contrary herein, no Incentive Payment shall be payable to the Executive pursuant to either clause (1) or (2) of this Section 2.7 or Section 3.2(b) unless the “Change in Control” constitutes a “change in control event” within the meaning of Code Section 409A.

Incentive Payment. The Executive will become Provided that this Agreement has not been terminated by Owner "for cause" due to a default by Manager hereunder, and for so long as Manager does not unilaterally and without cause elect to not renew this Agreement as contemplated by Section 1.3 above, then Manager shall be entitled to receive from Owner an additional “Performance Unit” award under amount (the terms and conditions "Incentive Payment") equal to ten percent (10%) of the Plan having a Net Cash Flow of the Project from the date hereof over the remaining life thereof to completion of development and sale and conveyance of all lots and other Project assets in the ordinary course of business (hereinafter referred to as the "Project Life"). "Net Cash Flow" shall mean the excess, if any, of (i) the Gross Cash Receipts of the Project over the Project Life, over (ii) the sum of (A) all cash value equal expenses incurred during the Project Life for the Project, including, but not by way of limitation, the Reimbursements, taxes, interest, insurance premiums, utilities, supplies and fees, as contemplated by this Agreement and/or any approved Budget, (B) all amounts paid during such period on account of amortization of the principal of any debts and/or liabilities of the Project contemplated by this Agreement and/or by any approved Budget, and (C) all capital expenditures made during such period as contemplated by this Agreement and/or any approved Budget. The Incentive Payment shall accrue from and after the date hereof and shall continue to $10,000,000 (accrue throughout the “Incentive Payment”)Project Life. The Incentive Payment shall be due and payable after such time as the sum of (i) the Net Cash Flow of the Project (the "Fawn Lake Cash Flow"), (ii) the "Net Cash Flow" (the "Lake Forest Cash Flow") of the Lake Forest Subdivision project in accordance with Jefferson County, Kentucky (the "Lake Forest North Project") under and subject as defined in that certain Property Management Agreement of even date herewith (the "Lake Forest Management Agreement"), by and among Manager, the Fund and NTS/Lake Forest II Residential Corporation, a Kentucky corporation ("NTS/LFII"), and (iii) the Fund's interest in the "Net Cash Flow" of the Orlando Lake Forest Joint Venture, a Florida joint venture ("OLFJV"), under and as defined in that certain Amended and Restated Joint Venture Agreement of Orlando Lake Forest Joint Venture dated August 16, 1997 (the "Orlando Lake Forest Cash Flow"), would have been sufficient, if distributed to the terms Fund as the sole shareholder of Owner and conditions NTS/LFII, and as a partner of OLFJV, together with all other funds generated by the operations and investments of the Performance Unit Award Agreement Fund, less the normal and reasonable operating expenses of the Fund incurred in substantially the form attached hereto as Appendix B ordinary course of business (e.g. expenses for accounting and auditing services, taxes and insurance) (collectively, the "Ordinary Expenses"), but excluding from the computation of Ordinary Expenses any and all expenses related to (A) interest on, and fees and expenses related to, monies borrowed by the Fund for any purpose except for (1) the payment of the Fund's otherwise Ordinary Expenses, or (2) direct investment by the Fund in the Owner for purposes of the Project, in NTS/LFII for purposes of the Lake Forest Project and/or in OLFJV, unless such borrowings have received the express prior written approval of Manager, and (B) expenses incurred by the Fund with respect to any project or investment other than the Project, the Lake Forest North Project or OLFJV (the “PU Award Agreement”Fawn Lake Cash Flow, the Lake Forest Cash Flow and the Orlando Lake Forest Cash Flow, together with all such other funds of the Fund, less the Ordinary Expenses, are hereinafter collectively referred to as the "Fund Net Cash Flow"); provided, howeverto enable the Fund (not considering any other investments or other use of the Fund Net Cash Flow actually made by the Fund) to return to the then existing shareholders of the Fund an amount which, after adding thereto all other payments actually made and monies actually remitted or distributed to such shareholders of the Fund over the life of the Fund, regardless of the source thereof, is at least equal to the original investment per share of the Fund made by each such shareholder (the "Fund Capital Return"). For example, if as of the date of this Agreement the shareholders of the Fund have received an aggregate amount equal to the sum of $10.00 per share from the Fund, regardless of the source of such payment, then the Fund Net Cash Flow from all sources must generate sufficient funds which would have enabled the Fund to return to its then shareholders an additional $10.00 per share as described above, to bring the total amount so received by the shareholders of the Fund to the $20.00 per share purchase price originally paid before the Manager shall be entitled to begin receiving the accrued Incentive Payment. Notwithstanding the foregoing, the Incentive Payment shall also be payable in the event, on or prior to December 31, 2021, either (1) a transaction is consummated which constitutes a Change in Control, or (2) the Board approves a transaction which, if consummated, would constitute a Change in Control due and such transaction is consummated on or prior to December 31, 2022. The date of occurrence, if any, of such Change in Control event is referred to hereafter as the “Incentive Achievement Date”. Notwithstanding anything to the contrary herein, the payment of the Incentive Payment to the Executive is conditioned upon the Executive remaining employed with the Company from the date hereof through December 30, 2021 (unless the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the Incentive Achievement Date and prior to December 30, 2021). Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable pursuant to the terms hereunder, be paid within 30 days following the consummation of the transaction constituting a Change in Control. The Incentive Payment, if paid to Executive pursuant to this Section 2.7 or Section 3.2(b) below, shall be in lieu of any and all other Severance Payments that may become due hereunder (other than any Accrued Amounts) and any other severance payments that may become due pursuant to this Employment Agreement or any Company policies. For the avoidance of doubt, the Executive shall not under any circumstance be entitled to receive more than one Incentive Payment and if the Executive becomes entitled to the Incentive Payment on or after the Incentive Achievement Date, the Executive shall immediately forfeit any right to payments under the PU Award Agreement. Notwithstanding anything to the contrary herein, no Incentive Payment shall be payable to the Executive pursuant to either clause (1) or (2) of this Manager as provided in Section 2.7 or Section 3.2(b) unless the “Change in Control” constitutes a “change in control event” within the meaning of Code Section 409A.7.2 hereof.

Incentive Payment. The Executive will become entitled to an additional “Performance Unit” award under the terms and conditions (a) During each of the Plan having a cash value equal to $10,000,000 three (3) years beginning in 2017 (the “Incentive Period”), in the event the annual gross revenue, calculated in accordance with GAAP, generated by the Business (“Incentive Revenue”) exceeds $75,000,000, Buyer shall pay Seller thirty-five percent (35%) of any such excess (each such payment, an “Incentive Payment”). The Incentive Payment shall be payable in accordance with and subject to . (b) Within thirty (30) days following the terms and conditions end of the Performance Unit Award Agreement in substantially 2017 fiscal year of Buyer, and each of the form attached hereto as Appendix B (the “PU Award Agreement”); provided, however, the Incentive Payment shall also be payable in the event, on or prior to December 31, 2021, either (1) a transaction is consummated which constitutes a Change in Control, or succeeding two (2) fiscal years of Buyer during the Board approves Incentive Period, Buyer shall provide a transaction whichwritten statement to Seller (each, if consummated, would constitute a Change an “Incentive Statement”) showing in Control reasonable detail the Incentive Revenue for the immediately preceding fiscal year and such transaction is consummated on or prior to December 31, 2022. The date the amount of occurrencethe Incentive Payment, if any, owed to Seller for such fiscal year. (c) Promptly following the request of such Change in Control event is referred Seller, Buyer shall permit and cause Seller and its advisors to hereafter as the “Incentive Achievement Date”. Notwithstanding anything have reasonable access to the contrary hereinbooks, records and other documents pertaining to or used in connection with the payment preparation of the Incentive Payment Statement and provide Seller with any copies thereof. Seller and its advisors may make reasonable inquiries of Buyer and its advisors regarding questions concerning each Incentive Statement arising in the course of their review thereof, and Buyer shall cause any such advisors to the Executive is conditioned upon the Executive remaining employed cooperate with the Company from the date hereof through December 30, 2021 (unless the Executive’s employment with the Company is terminated by the Company without Cause and respond to such inquiries. Any information shared or by the Executive for Good Reason on or after the Incentive Achievement Date and prior to December 30, 2021). Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable pursuant to the terms hereunder, be paid within 30 days following the consummation of the transaction constituting a Change in Control. The Incentive Payment, if paid to Executive provided pursuant to this Section 2.7 or Section 3.2(b) below, shall be subject to the Confidentiality Agreement. (d) Seller may deliver to Buyer a written objection notice no later than thirty (30) days following the receipt of the Incentive Statement stating its objections to the calculations set forth in lieu the Incentive Statement. The failure of Seller to deliver such objection notice within the prescribed time period will constitute Seller’s irrevocable acceptance of the Incentive Statement. If Seller provides an objection notice as described herein, then Buyer and Seller shall negotiate in good faith to resolve their disputes regarding the Incentive Statement. If Buyer and Seller are unable to resolve all disputes regarding the Incentive Statement within thirty (30) days after delivery of the objection notice, then either party may refer the dispute to a nationally recognized firm of independent certified public accountants that has not been engaged by Seller or Buyer in the past three years (the “Independent Accountant”) for resolution. In such case, Buyer and Seller will direct the Independent Accountant to render a written report setting forth its determination with respect to any and all other Severance Payments that may become due hereunder items in dispute not later than thirty (other than any Accrued Amounts30) days after acceptance of its retention. Seller and any other severance payments that may become due pursuant Buyer shall each submit to this Employment Agreement or any Company policies. For the avoidance of doubt, the Executive shall not under any circumstance be entitled to receive more than one Incentive Payment and if the Executive becomes entitled Independent Accountant in writing their respective computations pertaining to the Incentive Payment on Statement and specific information, evidence and support for their respective positions as to all items in dispute. Neither Seller nor Buyer shall have or after conduct any communication, either written or oral, with the Incentive Achievement Date, Independent Accountant without the Executive shall immediately forfeit other party either being present or receiving a concurrent copy of any right to payments under written communication. The findings and determinations of the PU Award Agreement. Notwithstanding anything to the contrary herein, no Incentive Payment Independent Accountant as set forth in its written report shall be payable to deemed final, conclusive and binding upon the Executive pursuant to either clause parties. (1e) or (2) Each Incentive Statement will be final and binding on Buyer and Seller for the purposes of this Section 2.7 2.07 upon the earliest of (i) the failure of Seller to notify Buyer of a dispute within thirty (30) days of the receipt by Seller of the applicable Incentive Statement, (ii) the resolution of all disputes, by Seller and Buyer or (iii) the resolution of all disputes by the Independent Accountant, in each case in accordance with this Section 3.2(b2.07. Within ten (10) unless days of such date, Buyer shall pay, by wire transfer of immediately available funds, to Seller, the “Change Incentive Amount, if any, set forth in Control” constitutes the applicable Incentive Statement (as finally determined). (f) During the Incentive Period, Buyer shall conduct the Business only in the ordinary course of business, consistent with the past practices of Seller, except to the extent required by changes in applicable Laws. Without limiting the generality of the foregoing, Buyer shall only seek to transition a “change in control event” holder of a OneAccount to another banking product of Buyer or its Affiliates, including Bank Mobile, if (i) holder or such holder’s higher education institution notifies Buyer that such holder is scheduled to graduate within the meaning of Code Section 409A.three (3) months, or (ii) such holder has withdrawn from such higher education institution.

Incentive Payment. The Executive will become Provided that this Agreement has not been terminated by Owner "for cause" due to a default by Manager hereunder, and for so long as Manager does not unilaterally and without cause elect to not renew this Agreement as contemplated by Section 1.3 above, then Manager shall be entitled to receive from Owner an additional “Performance Unit” award under amount (the terms and conditions "Incentive Payment") equal to ten percent (10%) of the Plan having a Net Cash Flow of the Project from the date hereof over the remaining life thereof to completion of development and sale and conveyance of all lots and other Project assets in the ordinary course of business (hereinafter referred to as the "Project Life"). "Net Cash Flow" shall mean the excess, if any, of (i) the Gross Cash Receipts of the Project over the Project Life, over (ii) the sum of (A) all cash value equal expenses incurred during the Project Life for the Project, including, but not by way of limitation, the Reimbursements, taxes, interest, insurance premiums, utilities, supplies and fees, as contemplated by this Agreement and/or any approved Budget, (B) all amounts paid during such period on account of amortization of the principal of any debts and/or liabilities of the Project contemplated by this Agreement and/or by any approved Budget, and (C) all capital expenditures made during such period as contemplated by this Agreement and/or any approved Budget. The Incentive Payment shall accrue from and after the date hereof and shall continue to $10,000,000 (accrue throughout the “Incentive Payment”)Project Life. The Incentive Payment shall be due and payable after such time as the sum of (i) the Net Cash Flow of the Project (the "Lake Forest Cash Flow"), (ii) the "Net Cash Flow" (the "Fawn Lake Cash Flow") of the Fawn Lake Subdivision project in accordance with Spotsylvania County, Virginia (the "Fawn Lake Project") under and subject as defined in that certain Property Management Agreement of even date herewith (the "Fawn Lake Management Agreement"), by and among Manager, the Fund and NTS/Virginia Development Company, a Virginia corporation ("NTS/Virginia"), and (iii) the Fund's interest in the "Net Cash Flow" of the Orlando Lake Forest Joint Venture, a Florida joint venture ("OLFJV"), under and as defined in that certain Amended and Restated Joint Venture Agreement of Orlando Lake Forest Joint Venture dated August 16, 1997 (the "Orlando Lake Forest Cash Flow"), would have been sufficient, if distributed to the terms Fund as the sole shareholder of Owner and conditions NTS/Virginia, and as a partner of OLFJV, together with all other funds generated by the operations and investments of the Performance Unit Award Agreement Fund, less the normal and reasonable operating expenses of the Fund incurred in substantially the form attached hereto as Appendix B ordinary course of business (e.g. expenses for accounting and auditing services, taxes and insurance) (collectively, the "Ordinary Expenses"), but excluding from the computation of Ordinary Expenses any and all expenses related to (A) interest on, and fees and expenses related to, monies borrowed by the Fund for any purpose except for (1) the payment of the Fund's otherwise Ordinary Expenses, or (2) direct investment by the Fund in the Owner for purposes of the Project, in NTS/Virginia for purposes of the Fawn Lake Project and/or in OLFJV, unless such borrowings have received the express prior written approval of Manager, and (B) expenses incurred by the Fund with respect to any project or investment other than the Project, the Fawn Lake Project or OLFJV (the “PU Award Agreement”Lake Forest Cash Flow, the Fawn Lake Cash Flow and the Orlando Lake Forest Cash Flow, together with all such other funds of the Fund, less the Ordinary Expenses, are hereinafter collectively referred to as the "Fund Net Cash Flow"); provided, howeverto enable the Fund (not considering any other investments or other use of the Fund Net Cash Flow actually made by the Fund) to return to the then existing shareholders of the Fund an amount which, after adding thereto all other payments actually made and monies actually remitted or distributed to such shareholders of the Fund over the life of the Fund, regardless of the source thereof, is at least equal to the original investment per share of the Fund made by each such shareholder (the "Fund Capital Return"). For example, if as of the date of this Agreement the shareholders of the Fund have received an aggregate amount equal to the sum of $10.00 per share from the Fund, regardless of the source of such payment, then the Fund Net Cash Flow from all sources must generate sufficient funds which would have enabled the Fund to return to its then shareholders an additional $10.00 per share as described above, to bring the total amount so received by the shareholders of the Fund to the $20.00 per share purchase price originally paid before the Manager shall be entitled to begin receiving the accrued Incentive Payment. Notwithstanding the foregoing, the Incentive Payment shall also be payable in the event, on or prior to December 31, 2021, either (1) a transaction is consummated which constitutes a Change in Control, or (2) the Board approves a transaction which, if consummated, would constitute a Change in Control due and such transaction is consummated on or prior to December 31, 2022. The date of occurrence, if any, of such Change in Control event is referred to hereafter as the “Incentive Achievement Date”. Notwithstanding anything to the contrary herein, the payment of the Incentive Payment to the Executive is conditioned upon the Executive remaining employed with the Company from the date hereof through December 30, 2021 (unless the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the Incentive Achievement Date and prior to December 30, 2021). Subject to the foregoing conditions, the Incentive Payment will, if it becomes payable pursuant to the terms hereunder, be paid within 30 days following the consummation of the transaction constituting a Change in Control. The Incentive Payment, if paid to Executive pursuant to this Section 2.7 or Section 3.2(b) below, shall be in lieu of any and all other Severance Payments that may become due hereunder (other than any Accrued Amounts) and any other severance payments that may become due pursuant to this Employment Agreement or any Company policies. For the avoidance of doubt, the Executive shall not under any circumstance be entitled to receive more than one Incentive Payment and if the Executive becomes entitled to the Incentive Payment on or after the Incentive Achievement Date, the Executive shall immediately forfeit any right to payments under the PU Award Agreement. Notwithstanding anything to the contrary herein, no Incentive Payment shall be payable to the Executive pursuant to either clause (1) or (2) of this Manager as provided in Section 2.7 or Section 3.2(b) unless the “Change in Control” constitutes a “change in control event” within the meaning of Code Section 409A.7.2 hereof.