Common use of DUTIES AND RESPONSIBILITIES OF THE COMPANY Clause in Contracts

DUTIES AND RESPONSIBILITIES OF THE COMPANY. A. Pursuant to the provisions of Indiana Code § 6–3.1–13, Indiana Code § 5–28–6–6, and this Agreement, the Company shall submit to the IEDC, not later than the 45th day following the close of each Taxable Year an annual report, the form and medium of which will be provided by the IEDC, for the period beginning with the First Eligible Tax Year and through the end of the Reporting Period. The information submitted to the IEDC in the Annual Report must be certified as true and correct by an officer of the Company. The Annual Report shall contain the information listed below (the “Annual Report”): (1.) The information requested by the IEDC in its annual Incentive Procedure Packet, including information about the anticipated Capital Investment (as defined in Exhibit A) made at the Project Location; (2.) The Company’s federal identification number and taxpayer account number, as assigned by the Indiana Department of Workforce Development for the purpose of unemployment insurance, to assist in the verification of the information provided by the Company; (3.) The total amount, by Taxable Year, of the tax credits claimed by the taxpayer under this Agreement in its tax filings; (4.) The number of Full-Time Employees employed by the Company at the Project Location, listed by employee name, last four (4) digits of Social Security number or other unique identifier, mailing address, hire date, and termination date (if applicable); (5.) The average wage of all Full-Time Employees employed by the Company at the Project Location; (6.) The total payroll amount (excluding non-taxable fringe benefits) paid to Full-Time Employees employed by the Company at the Project Location during the Taxable Year, and the total payroll withholdings; (7.) Any other information required by the IEDC to perform its duties under Indiana Code § 6-3.1-13, so long as the Company is given notice of such requirements and reasonable time to prepare such information. The foregoing information is submitted pursuant to Indiana Code § 6–8.1–7–1, and the IEDC shall further treat the above information as confidential, financial information pursuant to Indiana Code § 5–14–3–4(a) (5), unless the IEDC determines that it is prohibited from doing so by law or judicial order. B. As required under Indiana Code § 6-3.1-13-19(8), the Company shall submit a copy of the certification of verification to be issued by the IEDC pursuant to this Agreement, along with its annual State tax return to the IDOR at the time that the Company’s annual State tax return is filed. C. In entering into this Agreement, the Company has made certain representations to the IEDC regarding the Project. These representations include but are not limited to the amount of the anticipated Capital Investment (as set forth at Exhibit A), the number of anticipated new jobs that were not jobs previously performed by Company employees in Indiana, certain tax information, and the Company’s annual payroll. The Company verifies that these representations are true and accurate. D. The Company shall maintain operations at the Project Location (as defined at Exhibit A) for at least the Term of this Agreement as set forth in Paragraph 2. E. Base Employment Number shall be defined as those persons meeting the requirements of Indiana Code § 6–3.1–13–4 as of the Commencement Date. The Company represents that the number of permanent, full-time employees from whom Indiana withholdings are collected, employed as of the Commencement Date at the Project Location is the Base Employment Number (as set forth at Exhibit A). The Indiana income tax withholding for the Taxable Year containing the Commencement Date, for purposes of calculating the incremental tax withholding, is established as the Base Withholding Amount (as defined at Exhibit A). The Base Withholding Amount will be adjusted each Taxable Year for inflation, using the United States Bureau of Labor Statistics Compensation (Not Seasonally Adjusted): Employment Cost Index for Total Compensation, private industry workers. F. The Company shall use the following specific method for determining the number of new employees (as defined by Indiana Code § 6–3.1–13–6) employed during a Taxable Year: the Company shall subtract the Base Employment Number from the number of permanent, full-time employees from whom Indiana withholdings are collected employed by the Company at the Project Location as of the calendar end of the applicable Taxable Year. For purposes of this paragraph, Full-time Employees shall not include employees excluded from the definition of New Employees pursuant to Indiana Code § 6–3.1–13– 6(b). G. The Company shall provide written notice to the IEDC not more than thirty (30) days after it makes or receives a proposal that would transfer its Indiana state tax liability obligations to a successor taxpayer. The successor taxpayer may only receive the tax credits pursuant to this Agreement upon approval by the IEDC of the transfer of the credit.

DUTIES AND RESPONSIBILITIES OF THE COMPANY. A. Pursuant The Company agrees to perform the provisions Project as described in Paragraph 3 and shall maintain operations at the Project Location for at least the Term of the Agreement. The Company shall keep at the Project Location the Qualified Investment property that is the basis for the tax credit in Indiana for at least (i) the useful life of the property, as determined for federal income tax purposes; or (ii) ten (10) years, whichever is less. The Company shall pay an average wage to all its employees, excluding Highly Compensated Employees (as defined in Indiana Code § 6–3.1–136-3.1-26-5), in each Taxable Year that the tax credit provided herein is available, that equals at least one hundred fifty percent (150%) of the hourly minimum wage under Indiana Code § 5–28–6–6, and this 22-2-2-4 or its equivalent. During the Term of the Agreement, the Company shall submit maintain, at the Project Location where the Qualified Investment is made, a total payroll that is at least equal to the IEDCBase Payroll Amount. The Company agrees to use reasonable commercial efforts to spend its Qualified Investment with Indiana Businesses (as defined by Indiana Code § 5–22–15– 20.5). The Company made certain representations to the IEDC regarding the Project in the Company’s application and the Agreement. The Company represents and warrants that all representations, statements, and all other matters contained in the application submitted by the Company to the IEDC and the Agreement are true and complete in all materials respects. B. The Company will submit an annual report not later than the 45th day following the close of each Taxable Year an annual reportReporting Year, in the form and medium of which will be provided by the IEDC, for the period beginning with the First Eligible Tax Commencement Date and for each Taxable Year and through the end of the Reporting Period. The information submitted to the IEDC in the Annual Report must annual report, which shall be certified as true and correct by an officer of the Company. The Annual Report authorized Company representative, shall contain the information listed below (in the “Annual Report”):annual report form provided by the IEDC, including but not limited to: (1.) The information requested by the IEDC in its annual Incentive Procedure Packet, including information about the anticipated Capital Investment (as defined in Exhibit A) made at the Project Location; (2.) The Company’s federal identification number and taxpayer account number, as assigned by the Indiana Department of Workforce Development for the purpose of unemployment insurance, to assist in the verification of the information provided by the Company; (3.) The total amount, by Taxable Year, of the tax credits claimed by the taxpayer under this Agreement in its tax filings; (4.) The number of Full-Time Employees employed by the Company at the Project LocationLocation employed as of the end of the Reporting Year; (2.) The average wage of the Full-Time Employees at the Project Location employed at any point during the Reporting Year, listed by employee namereported on an hourly basis (whether paid hourly or not, last four e.g. a salaried employee); (3.) The aggregate actual W-2 payroll (box 1) of the Full-Time Employees at the Project Location employed at any point during the Reporting Year; (4.) digits The amount of Social Security number or other unique identifier, mailing address, hire date, and termination date (if applicable)capital investment made at the Project Location during the Reporting Year; (5.) The average wage amount of all Full-Time Employees employed by the Company Qualified Investment made at the Project LocationLocation during the Reporting Year; (6.) The total payroll amount (excluding nonTo substantiate items 1-taxable fringe benefits) paid to 3, a project employment sheet with the Full-Time Employees employed by the Company at the Project Location during the Taxable Yearlisted by employee name, and the total payroll withholdings; (7.) Any other information required by the IEDC to perform its duties under Indiana Code § 6-3.1-13, so long as the Company is given notice of such requirements and reasonable time to prepare such information. The foregoing information is submitted pursuant to Indiana Code § 6–8.1–7–1, and the IEDC shall further treat the above information as confidential, financial information pursuant to Indiana Code § 5–14–3–4(a) (5), unless the IEDC determines that it is prohibited from doing so by law or judicial order. B. As required under Indiana Code § 6-3.1-13-19(8), the Company shall submit a copy of the certification of verification to be issued by the IEDC pursuant to this Agreement, along with its annual State tax return to the IDOR at the time that the Company’s annual State tax return is filed. C. In entering into this Agreement, the Company has made certain representations to the IEDC regarding the Project. These representations include but are not limited to the amount of the anticipated Capital Investment (as set forth at Exhibit A), the number of anticipated new jobs that were not jobs previously performed by Company employees in Indiana, certain tax information, and the Company’s annual payroll. The Company verifies that these representations are true and accurate. D. The Company shall maintain operations at the Project Location (as defined at Exhibit A) for at least the Term of this Agreement as set forth in Paragraph 2. E. Base Employment Number shall be defined as those persons meeting the requirements of Indiana Code § 6–3.1–13–4 as of the Commencement Date. The Company represents that the number of permanent, full-time employees from whom Indiana withholdings are collected, employed as of the Commencement Date at the Project Location is the Base Employment Number (as set forth at Exhibit A). The Indiana income tax withholding for the Taxable Year containing the Commencement Date, for purposes of calculating the incremental tax withholding, is established as the Base Withholding Amount (as defined at Exhibit A). The Base Withholding Amount will be adjusted each Taxable Year for inflation, using the United States Bureau of Labor Statistics Compensation (Not Seasonally Adjusted): Employment Cost Index for Total Compensation, private industry workers. F. The Company shall use the following specific method for determining the number of new employees (as defined by Indiana Code § 6–3.1–13–6) employed during a Taxable Yearincluding: the Company shall subtract the Base Employment Number from the number of permanent, full-time employees from whom Indiana withholdings are collected employed by the Company at the Project Location as of the calendar end of the applicable Taxable Year. For purposes of this paragraph, Full-time Employees shall not include employees excluded from the definition of New Employees pursuant to Indiana Code § 6–3.1–13– 6(b). G. The Company shall provide written notice to the IEDC not more than thirty (30) days after it makes or receives a proposal that would transfer its Indiana state tax liability obligations to a successor taxpayer. The successor taxpayer may only receive the tax credits pursuant to this Agreement upon approval by the IEDC of the transfer of the credit.last four

DUTIES AND RESPONSIBILITIES OF THE COMPANY. A. Pursuant to the provisions of Indiana Code § 6–3.1–13, Indiana Code § 5–28–6–6, and this Agreement, the Company shall submit to the IEDC, not later than the 45th day following the close of each Taxable Year for which this Agreement is in force, an annual report, the form and medium of which will be provided by the IEDC, for the period beginning with the First Eligible Tax Year and through the end of the Reporting Period. The information submitted to the IEDC in the Annual Report must be certified as true and correct by an officer of the Company. The Annual Report shall contain the information listed below (the “Annual Report”): (1.) The information requested by the IEDC in its annual Incentive Procedure Packetreporting form, including information about the anticipated Capital Qualified Investment made pursuant to Indiana Code § 6-3.1-19-2 for the period prior to the Expiration Date (as defined in Exhibit A) made at ), and after the Project LocationExpiration Date, confirmation that the Qualified Investment property is maintained in Indiana; (2.) The Company’s federal identification number and taxpayer account number, as assigned by the Indiana Department of Workforce Development for the purpose of unemployment insurance, to assist in the verification of the information provided by the Company; (3.) The total amount, by Taxable Year, of the tax credits claimed by the taxpayer under this Agreement in its tax filings; (4.) The number of “Full-Time Employees Employees" (as defined by Indiana Code ·§ 6-3.1-13- 4) employed by the Company at the Project LocationLocation at the end of each calendar year, listed by employee name, last four (4) digits of Social Security number or other unique identifier, mailing address, hire date, and termination date (if applicable); (5.) The average wage of all Full-Time Employees employed by the Company at the Project Location; (6.) The total payroll amount (excluding non-taxable fringe benefits) paid to Full-Time Employees employed by the Company at the Project Location during the Taxable Year, and the total payroll withholdings; (7.) Any other information required by the IEDC to perform its duties under Indiana Code § 6-3.1-136–3.1–19 and this Agreement, so long as the Company is given notice of such requirements and reasonable time to prepare such information. The foregoing information is submitted pursuant to Indiana Code § 6–8.1–7–1, and the IEDC shall further treat the above information as confidential, financial information pursuant to Indiana Code § 5–14–3–4(a) (55–14–3–4(a)(5), unless the IEDC determines that it is prohibited from doing so by law or judicial order. B. As required under Indiana Code § 66–3.1–19-3.1-13-19(8), 6 the Company shall submit a copy of the certification certificate of verification to be issued by the IEDC pursuant to this Agreement, along with its annual State tax return return, to the IDOR at the time that the Company’s annual State tax return is filed. C. In entering into this Agreement, the Company has made certain representations to the IEDC regarding the Project. These representations include but are not limited to the estimated amount of the anticipated Capital Investment (as set forth at Exhibit A), ) and the number of anticipated new jobs that were not jobs previously performed by Company employees project plans in Indiana, certain tax information, and the Company’s annual payrollapplication. The Company verifies that these representations are true and accurate. D. The Company shall maintain operations at the Project Location (as defined at Exhibit A) for at least the Term of this Agreement as set forth in Paragraph 2. E. Base Employment Number shall be defined as those persons meeting the requirements of Indiana Code § 6–3.1–13–4 as of the Commencement Date. The Company represents that the number of permanent, full-time employees from whom Indiana withholdings are collected, employed as of the Commencement Date shall keep at the Project Location the Qualified Investment property that is the Base Employment Number basis for the tax credit in Indiana for at least (i) the useful life of the property, as set forth at Exhibit A). The Indiana determined for federal income tax withholding for the Taxable Year containing the Commencement Datepurposes; or (ii) ten (10) years, for purposes of calculating the incremental tax withholding, whichever is established as the Base Withholding Amount (as defined at Exhibit A). The Base Withholding Amount will be adjusted each Taxable Year for inflation, using the United States Bureau of Labor Statistics Compensation (Not Seasonally Adjusted): Employment Cost Index for Total Compensation, private industry workersless. F. The Company shall use pay an average wage to all its employees, excluding Highly Compensated Employees, in each Taxable Year that the following specific method for determining tax credit provided herein is available, that equals at least one hundred fifty percent (150%) of the number of new employees (as defined by hourly minimum wage under Indiana Code § 6–3.1–13–6) employed during a Taxable Year: the Company shall subtract the Base Employment Number from the number of permanent, full22-time employees from whom Indiana withholdings are collected employed by the Company at the Project Location as of the calendar end of the applicable Taxable Year. For purposes of this paragraph, Full2-time Employees shall not include employees excluded from the definition of New Employees pursuant to Indiana Code § 6–3.1–13– 6(b)2-4 or its equivalent. G. The Company shall provide written notice to the IEDC not more than thirty (30) days after it makes or receives a proposal that would transfer its Indiana state tax liability State Tax Liability obligations to a successor taxpayer. The successor taxpayer may only receive the tax credits pursuant to this Agreement upon approval with the advance written consent of the IEDC, which consent shall not be arbitrarily withheld. H. The Company agrees that at least the Minimum State Investment Percentage (as defined at Exhibit A) of its Qualified Investment will be spent with Indiana Businesses (as defined by Indiana Code § 5–22–15–20.5). The Company shall determine and report the percentage of Qualified Investment spent with Indiana Businesses at the request of the IEDC. Furthermore, the Company shall permit the IEDC to conduct an on-site audit, or other means of assessment, to determine the transfer of the creditCompany’s compliance with this provision.