Common use of Incentive Payment Clause in Contracts

Incentive Payment. The Executive 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 PU Award Agreement; provided, however, the Incentive Payment shall also be payable in the event, on or prior to December 31, 2024, 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, 2025. 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, 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, 2024). 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 is 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 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 Performance Unit Award 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 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 between and/or any approved Budget, (B) all amounts paid during such period on account of amortization of the Company 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 Executive dated as of November 1, 2017 date hereof and as amended on shall continue to accrue throughout the Effective Date (the “PU Award Agreement”), having a cash value equal to $10,000,000 (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 PU Award Agreement; providedFund, howeverless the normal and reasonable operating expenses of the Fund incurred in the 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 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"), to 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, 2024, 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, 2025. 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, 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, 2024). 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 is 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 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 Performance Unit Award 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 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 between and/or any approved Budget, (B) all amounts paid during such period on account of amortization of the Company 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 Executive dated as of November 1, 2017 date hereof and as amended on shall continue to accrue throughout the Effective Date (the “PU Award Agreement”), having a cash value equal to $10,000,000 (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 PU Award Agreement; providedFund, howeverless the normal and reasonable operating expenses of the Fund incurred in the 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 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"), to 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, 2024, 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, 2025. 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, 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, 2024). 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 Each fiscal quarter of the Company beginning with the Company’s third fiscal quarter of 2021 through the Company’s second fiscal quarter of 2022, Consultant will be eligible to receive an incentive payment equal to 1% of the Growth of each company included in the Accounts. For this purpose, “Growth” means all Company GAAP-based revenue derived from each company included in the Accounts during a fiscal quarter during the term of the Agreement as compared to Company GAAP-based revenue derived from each company included in the Accounts for the same fiscal quarter twelve months prior. To the extent Growth for any fiscal quarter for a company is negative, the incentive payment for that fiscal quarter will be US$0.00, but any negative incentive payment amount will offset any incentive payments relating to such company in future fiscal quarters until the negative balance is fully offset. To be eligible to receive an Incentive Payment for an applicable fiscal quarter, Consultant must continue providing Services under this Agreement through the completion of that fiscal quarter. Any termination of this Agreement prior to June 30, 2022 may result in Consultant becoming entitled to Termination Benefits, as described below. Existing Equity Awards: Consultant, and Service Provider in her individual capacity, agree that all unvested equity awards granted to Service Provider by the Company prior to the Effective Date will cease vesting and terminate and be cancelled as of the Effective Date. New Equity Awards: Consultant agrees and acknowledges that the Company is not able under its 2020 Equity Incentive Plan (the “Plan”) to grant Consultant an additional equity award. Consultant agrees, acknowledges and consents to the Company granting equity awards for Services directly to Service Provider and agrees and acknowledges that the Company will have no obligations to Consultant as a result of any equity awards granted to Service Provider with respect to Services to be provided hereunder. Performance Award: Subject to the approval of the Company’s Board of Directors (the “Performance Unit” Board”) or its Compensation Committee (the “Committee”), the Company will grant to Service Provider an award of performance shares under the Plan (“PSUs”) with a target number of shares of Company common stock equal to 24,282, which will vest based on achievement of performance goals relating to Company revenue and contribution margins on the same terms and conditions as granted to Company executives earlier in fiscal 2021, except as noted below with respect to Termination Benefits. In all other respects the PSUs will be subject to the terms and conditions of the Plan and PSU award agreement approved by the Performance Unit Award Agreement between Board or Committee, as applicable. COBRA Reimbursements If Service Provider elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Service Provider and Service Provider’s eligible dependents, the Company will reimburse Service Provider for the premiums necessary to continue group health insurance benefits for Service Provider and Service Provider’s eligible dependents until the Executive dated as earlier of November 1(A) June 30, 2017 and as amended on 2022, (B) the Effective Date expiration of the Term, (C) the date upon which Service Provider and/or Service Provider’s eligible dependents becomes covered under similar plans or (d) the date upon which Service Provider ceases to be eligible for coverage under COBRA (such reimbursements, the “PU Award Agreement”), having a cash value equal to $10,000,000 (the “Incentive PaymentCOBRA Premiums”). The Incentive Payment shall be However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Service Provider a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in accordance with and subject an amount equal to the terms monthly COBRA premium that Service Provider would be required to pay to continue Service Provider’s group health coverage in effect on the date of Service Provider’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Service Provider elects COBRA continuation coverage and conditions will commence on the month following Service Provider’s termination of employment and will end on the PU Award Agreement; provided, however, earlier of (x) the Incentive Payment shall also be payable in the event, on or prior to December 31, 2024, either (1) a transaction is consummated date upon which constitutes a Change in Control, Service Provider obtains other employment or (2y) 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, 2025. The date of occurrence, if any, of such Change in Control event is referred to hereafter as the “Incentive Achievement Date”. Notwithstanding anything Company has paid an amount equal to the contrary herein, the payment of the Incentive Payment COBRA Premiums that would have otherwise been provided to the Executive is conditioned upon the Executive remaining employed with the Company from the date hereof through December 30, 2024 (unless the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive Service Provider for Good Reason on or after the Incentive Achievement Date and prior to December 30, 2024). 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 policiesperiod set forth above. For the avoidance of doubt, the Executive shall taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under any circumstance COBRA, and will be entitled subject 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 Agreementall applicable tax withholdings. Notwithstanding anything to the contrary hereinunder this Agreement, no Incentive Payment shall be payable if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Service Provider will not receive such payment or any further reimbursements for COBRA premiums. Consultant agrees, acknowledges and consents to the Executive pursuant Company providing Service Provider COBRA Premiums and agrees and acknowledges that the Company will have no obligations to either clause Consultant as a result of providing COBRA Premiums to Service Provider with respect to Services to be provided hereunder Termination Benefits: If the Company terminates the Agreement for any reason other than as a result of Consultant’s continued failure to perform Services after Consultant, or Service Provider, has received a written demand of performance from the Company and Consultant has failed to cure such non-performance to the Company’s satisfaction within 10 business days after receiving such notice, then subject to Consultant, and Service Provider in her personal capacity, signing and not revoking signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (1) or (2) of this Section 2.7 or Section 3.2(b) unless the “Change in Control” constitutes a Release”) and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “change in control event” within Release Deadline”), then Consultant will become entitled to the meaning of Code Section 409A.following termination benefits:

Incentive Payment. The Executive is will become 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, 20242021, 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, 20252022. 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, 2024 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, 20242021). 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.