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a. For the first twelve (12) months of this sgreement and 8r- -0n a monthly <br />basis, Landform shall receive monthly advances on future Incentive <br />Compensation in the amount of $10,000 /each. Such draws shall be <br />reimbursed from the proceeds of the Incentive Compensation when <br />earned, and shall be considered minimum compensation for this contract <br />component. However, in the event this Agreement is terminated prior to <br />March 31, 2011, Landform shall receive the said $10,000 monthly <br />advance only for each full month this Agreement is in effect and a <br />prorated amount for any partial month during which this Agreement is in <br />effect. Monthly draws shall terminate once total compensation under this <br />section reaches $120,000 within the period of this agreement. <br />b. b. During the drafting of any lease or purchase agreement, or option <br />agreement (HRA's Contracts), the HRA and Landform shall work to <br />determine the project costs and phasing schedule which shall be used to <br />determine the Incentive Compensation. The Incentive Compensation, <br />once calculated based on this criteria, shall be final on or before the <br />execution of any HRA Contract. Any substantial or fundamental changes <br />to the proposed project, phasing, or terms prior to closing will necessitate <br />reconsideration of the Incentive Compensation. Minor changes will be <br />considered incidental. <br />c. Upon the execution of an HRA's Contract, Landform shall receive 20% of <br />the total Incentive Compensation, EXCEPT that in no event shall the said <br />20% exceed the earnest money or other down payment received by the <br />HRA from the other party to the HRA Contract, i.e. buyer, lessee, or <br />developer, except upon specific HRA authorization. <br />d. Upon closing of a land sale transaction between the HRA and a parcel <br />developer, or tenant occupancy under a lease, Landform shall receive <br />60% of the total Incentive Compensation. <br />e. Following project design, permitting and construction, and upon issuance <br />of a Certificate of Occupancy by the City of Ramsey, Landform shall <br />receive a final payment of 20% of the total Incentive Compensation, <br />subject to paragraph 9. below. <br />f. Example: An agreement is signed on a parcel of land for an office building <br />valuated at $10m in June, 2010. There were three (3) advances totaling <br />$30,000 previously. <br />i. The Incentive Compensation is calculated at two percent (2 %) of <br />$10m or $200,000. <br />ii. The initial payment would be twenty percent (20 %) of the total or <br />$60,000 minus the previous advances of $30,000 for a net payment <br />of $30,000. <br />iii. Closing occurs and the second payment of sixty percent (60 %) of the <br />total Incentive Compensation becomes due in the amount of $120,000 <br />minus subsequent draws Of any). <br />1 Ramsey -2011 DM Agreement 1 9 2010 8 <br />Formatted: Highlight <br />