2003-102-RES APPROVE INCENTIVE AGREEMENT BETWEEN PEDC AND C-TECH

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described in paragraph A3 above. 3. The term of this Agreement (the "Term") shall be for seventeen (17) years, commencing on the effective date hereof. 4. The Company agrees with PEDC that during the Term of this Agreement, it will not reduce the employment which has been created under these provisions below the minimum employment criteria established in paragraph B2 above, and that it will not relocate its Business outside of Paris, Texas. In addition, the Company agrees that it will provide PEDC with a copy of its Texas Workforce Commission Employer's Quarterly Report within thirty (30) days of the Company's filing of the same with the Texas Workforce Commission to evidence to PEDC the creation and continued existence of the new jobs hereby contemplated. In addition to the report just required during the term of the Loan, the Company agrees to provide to PEDC on or before the fifteenth (15th) day of each month, for the previous month just passed, the certificate of an authorized executive officer of the Company certifying the number of employees of the Company in Paris, Texas, the number of new employees hired for the preceding month, and the respective salaries for those employees. The first such officer's certificate shall be provided to PEDC by the Company on September 15,2003 reporting this data for the month of August, 2003. Finally, within thirty (30) days after request from PEDC during the Term of this Agreement, the Company agrees to prepare and deliver to PEDC a financial statement for the Company duly certified to by an officer of the Company as being true and correct, showing the financial condition of the Company and employee salaries paid for the period of time specified by PEDC. If the Company prepares audited or unaudited annual fmancial statements, it will provide to PEDC upon request, a copy of such annual financial statements. 5. Within thi rty (30) days following the date that PEDC conveys to the Company the lot within the industrial development park, the Company agrees to commence construction of a new building on that land containing a minimum of 25,000 square feet in size. All such construction shall be performed in accordance with the applicable building and zoning laws of the City of Paris, Texas, and in conformity with Development Standards of the Industrial Park. The construction of the new building or buildings shall be completed by the end of the second anniversary date of this Agreement, subject to delays caused by Acts of God or the failure ofPEDC to convey the Land to the Company. "Acts of God," as used above, shall mean the acts of a public enemy, any natural disaster, war, riot, civil insurrection or governmental or de facto governmental action which delays or prevents the Company from performing this obligation within the time limits provided 6