Subordinated Performance Fee Clause Samples

Subordinated Performance Fee. The Company shall pay the Advisor a Subordinated Performance Fee in connection with any one of the following events: Upon Listing, the Advisor shall be entitled to the Subordinated Performance Fee in an amount equal to 15.0% of the amount by which (i) the Market Value of the Company’s outstanding Shares plus distributions paid by the Company prior to Listing, exceeds (ii) the sum of (A) 100% of Invested Capital and (B) the total Distributions required to be paid to the Stockholders in order to pay the Stockholders’ 8.0% Return from inception through the date that Market Value is determined. The Company shall have the option to pay such fee in the form of cash, Shares, a non-interest bearing promissory note, or any combination of the foregoing. If the Company pays such fee with a non-interest bearing promissory note, payment in full shall be made from the Net Sales Proceeds of the first Sale completed by the Company after Listing. If the Net Sales Proceeds from the first Sale after Listing are insufficient to pay the promissory note in full, then the promissory note shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the amount owing pursuant to such promissory note is paid in full. If the promissory note has not been paid in full within five years from the date of Listing, then the Advisor, or its successors or assigns, may elect to convert the unpaid balance into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election. If the Shares are no longer Listed at such time as the promissory note becomes convertible into Shares as provided by this paragraph, then the price per Share, for purposes of conversion, shall equal the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets as of the date of election. Upon a Sale, the Advisor shall be entitled to the Subordinated Performance Fee in an amount equal to 15.0% of Net Sale Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 8.0% Return and 100% of Invested Capital. The Company shall have the option to pay such fee in the form of cash, Shares, a non-interest bearing promissory note, or any combination of the foregoing. Upon termination, unless such termination is by the Company because of a material breach of this Agreement by the Advisor ...

Subordinated Performance Fee. The fee payable to the Advisor under certain circumstances as described in Section 3.01(c).

Subordinated Performance Fee. 85% of all Subordinated Performance Fees paid to the Advisor, in whatever form payable by the Company (i.e., cash, securities or a promissory note).

Subordinated Performance Fee. Subject to the terms set forth herein, upon Termination for any reason other than a Breach Event by the Advisor, the Company shall pay to the Advisor a Subordinated Termination Fee, and the Company and the Advisor hereby agree that the Subordinated Performance Fee payable by the Company to the Advisor pursuant to Section 3.01(c) of the Advisory Agreement upon the Termination shall be an amount equal to $26,688,591 (the “SPF Payment”), which amount was arrived at pursuant to the calculations set forth on Exhibit A attached hereto. The Company represents and warrants that the SPF Payment has been determined and approved by a majority of the Independent Directors. Upon delivery of the SPF Payment by the Company to the Advisor, the Advisor shall be deemed to have accepted the SPF Payment, including for purposes of Section 2 hereof.

Subordinated Performance Fee. After the Stockholders have received the Return Requirement, the Company shall pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to the following percentages of the Cumulative Return which is greater than the Return Requirement (the "Subordinated Performance Fee": Annualized Returns to Stockholders on Invested Capital Percentage to Advisor ------------------------------------------------------ --------------------- 6% or more but less than 8% 5% of net sales proceeds 8% or more but less than 10% 10% of net sales proceeds 10% or more 20% of net sales proceeds The Subordinated Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Acquired Properties. The Subordinated Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. To the extent that the Subordinated Performance Fee is not paid by the Company on a current basis because the Return Requirement was not satisfied, the unpaid fees will be accrued and paid at such time as the Return Requirement has been satisfied.

Subordinated Performance Fee. An annual subordinated performance fee (the “Performance Fee”) equal to 20% of the distributions after the Partners (including the General Partner but not the Series B Limited Partner) have received a 6.0% cumulative, but not compounded, return per annum. The Performance Fee amount will depend on the Company’s performance as well as the number of REIT Shares sold in the Offering and the period of time the investors continue to hold the Shares. The Performance Fee shall be paid annually in arrears no later than 90 days after the end of the Fiscal Year, and may be made in any form and from any source, including Offering proceeds, dividend reinvestment program proceeds, financing proceeds and/or cash flows.