2011-250 ED - AKG North America, Inc. - One NC Grant - Performance Agreement

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NOW, THEREFORE, in consideration of the representations set forth above and the mutual covenants and promises set forth below, the Company, the Related Member Partyies, and the Local Government hereby agree as follows: 1.0 PERFORMANCE CRITERIA 1.1 The Company and Related Member Parties shall make good faith efforts to undertake and operate in a timely manner the following project at the following location(the"Project"): A manufacturing plant(the"Facility")at which the company will manufacture heat exchanger and cooling solutions in or around the town of Mebane in Orange County,North Carolina. All references herein to "Company" shall include the Related Member Parties, and required Performance Criteria such as job creation and investment may be performed by either or both of the Company and Related Member Parties, which both agree to be bound by the obligations set forth herein, in respect thereof, provided however, that all Grant payments shall be made to the Company,as the grantee and sole entity eligible to receive Grant payments. 1.2 The Company shall make good faith efforts to maintain its current operations at its facilities in North Carolina and to maintain a base level of three hundred eleven(311)Retained Jobs in North Carolina in addition to any New Jobs to be created as part of this CPA. 1.3 The Company, together with the Related Member Parties, if applicable, shall make good faith efforts to create and maintain the Target New Jobs as part of the Project, as described in the Company's application to DOC (the"Company Application"). The New Jobs must be filled by employees hired for the project on or after the Effective Date who work for at least thirty-five(35) hours per week, and whose wages are subject to withholding under Article 4A of Chapter 105 of the General Statute. Independent contractors,consultants, seasonal and temporary employees are not to be included as New Jobs. In order to be eligible for the full Grant, the Company must create sixty-eight (68) New Jobs (the "Required New Jobs") (90% of the Target New Jobs), by June 15, 2014 (the "Grant End Date"), which shall be three years from the date on which the Grant was formally awarded) (the period between June 15, 2011 and June 15, 2014, the "Grant Period"). The New Jobs will be new jobs and cannot be existing North Carolina positions or employees of the Company or the Related Member Parties or any of their related members or affiliates that are transferred or shifted such that a previously existing North Carolina job, or a North Carolina job that was not previously part of the Project,is counted towards performance under this CPA. 1.4 The average weekly wage of the group of all permanent full-time jobs at the Facility, including the New Jobs, will equal or exceed Seven Hundred Thirty-Nine Dollars ($739.00) per week (the "Wage Standard"). 1.5 The Company and Related Member Parties shall provide health insurance for all permanent full- time employees at the Facility, including the New Jobs, in at least the minimum amount required for eligibility for tax credits under Article 3J in N.C.Gen. Stat. § 105-129.83(d). 1.6 The Company, together with the Related Member Parties, if applicable, shall make good faith efforts to make the Target Investment in the form of privately funded investment in real property One NC Company Performance Agreement AKG North America,Inc. Orange County -2-