Base Rent. The first months Base Rent shall be due and payable on delivery of an executed copy of this Lease to Landlord. The Security Deposit shall be due on the date that is 5 days after the mutual execution and delivery of this Lease by the parties. Tenant shall pay to Landlord in advance, without demand, abatement, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month during the Term hereof, in lawful money of the United States of America, at the office of Landlord for payment of Rent set forth above, or to such other person or at such other place as Landlord may from time to time designate in writing. Payments of Base Rent for any fractional calendar month shall be prorated. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any Rent (as defined in Section 5) due hereunder except for any abatement as may be expressly provided in this Lease.
Additional Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (Additional Rent): # commencing on the Commencement Date, Tenants Share of Operating Expenses (as defined in Section 5). and # any and all other amounts Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period.
Base Rent. For the first year of this Lease, Tenant shall pay to Landlord in good funds representing lawful currency of the United States for the payment of debts monthly in advance on the first day of each month unless a different period of time and method of payment is hereinafter provided Base Rent of $51,776 per month. The first twelve-month period in which rent is herein payable and each twelve-month period thereafter is hereinafter referred to as a Lease Year. The first Lease Year shall commence on the first day of the term of this Lease, January 1, 2017, and shall end on December 31, 2017. For the second Lease Year and for each Lease Year thereafter, the monthly Base Rent shall be adjusted so that it is equal to the monthly Base Rent in effect at the end of the immediately preceding Lease Year multiplied by a fraction, the numerator of which shall be the Consumer Price Index (CPI-U) (1982-1984 = 100) for the immediately preceding December, and the denominator of which shall be the Consumer Price Index for the month of December immediately preceding the beginning of the prior Lease Year. As used herein, the Consumer Price Index means the Consumer Price Index All Cities Average Urban Wage Earners as published by the Bureau of Labor Statistics of the Department of Labor of the United States, or if no longer published, that index as determined by Landlord which most closely reflects the components of the Consumer Price Index (CPI-U). The Base Rent, as adjusted, shall remain in effect until the next adjustment period and shall be paid in twelve equal monthly installments. In no event shall the monthly Base Rent, as adjusted, be less than the monthly Base Rent for the period immediately prior to such adjustment period. In the event that the amount of such adjustment cannot be calculated prior to the effective date thereof, the monthly Base Rent for the period prior to the effective date of such adjustment shall continue to be paid by Tenant. As soon as Tenant shall be notified of the amount of the adjustment, Tenant shall, within thirty (30) days, pay to the Landlord the difference between the monthly Base Rent, as adjusted, for all monthly periods occurring in whole or in part after the date such adjustment was to be effective and the monthly Base Rent actually paid. Thereafter the monthly Base Rent, as adjusted, shall be payable by the Tenant as herein provided.
Percentage Rent. For each Lease Year during the term of this Lease, Tenant shall pay to Landlord Percentage Rent equal to the positive difference, if any, between # 50% of Tenants gross receipts derived from all of Tenants activities on the Premises and # the Base Rent paid by Tenant for such Lease Year. Within forty-five (45) days following the end of each Lease Year, Tenant shall provide to Landlord a statement certifying the amount of total gross receipts derived by Tenant from all of its activities on the Premises and the amount, if any, due as Percentage Rent. If such statement shall show that an amount of Percentage Rent is due hereunder, the statement shall be accompanied by Tenants payment of such amount. Landlord shall have the right to examine in Providence, Rhode Island Tenants books and records at Tenants principal place of business on reasonable prior notice during regular business hours to determine the accuracy of any such statement provided by Tenant. In the event of any dispute concerning whether any amount is due hereunder, the matter shall be submitted for determination to a regional or national accounting firm that does no business with either Landlord or Tenant selected by Tenant within fifteen (15) days of the provision of a list prepared by Landlord containing not more than three firms. In the event Tenant fails to make a selection within said fifteen (15) day period, Landlord may select a firm from such list and such selection shall be binding on Tenant. If such accounting firm determines that Tenant understated its gross receipts by 5% or more, then Tenant shall bear the full cost of such accounting firm. Otherwise, Landlord and Tenant shall each pay 50% of the cost thereof.
In any case where Landlord exercises its right of termination as provided in Section 2.2 hereof, or temporary repossession as provided in Section 2.3 hereof, as to a portion of the Premises, the Base Rent after the effective date of such termination shall be the product of # the Base Rent immediately prior to the withdrawal or temporary repossession and # a fraction the numerator of which shall be the number of usable parking spaces located on the Premises immediately after the effective date of the partial termination or temporary repossession and the denominator shall be the number of parking spaces located on the Premises immediately before such partial termination or temporary repossession. A usable parking space is a space that continues to be reasonably usable in Tenants ordinary course of business, as opposed to a space that, for example, but without limitation, is functionally cut off and not reasonably usable, whether due to the particular configuration of the space re-taken by Landlord, or otherwise. Further, in the case of the termination of this Lease as to only a portion of a Particular Parking Lot, it shall nonetheless be deemed that no Base Rent is due as to the remainder of such Particular Parking Lot if reasonably comparable (as defined in Section 2.3) access does not continue to exist to the same public streets that existed prior to such partial termination. Such Base Rent as so adjusted to reflect a permanent termination of a portion of the Premises shall remain in effect (but, to be clear, shall still be subject to the annual increases discussed in Section 3.2) until the end of the Term of this Lease. Such Base Rent as so adjusted to reflect a temporary repossession shall remain in effect (but, to be clear, shall still be subject to annual increases discussed in Section 3.2) until the portion of the Premises so repossessed is returned to Tenant, at which time the reduction in Base Rent due to such temporary repossession shall end. For avoidance of doubt, when the temporary repossession ends, the Base Rent shall return to being, on a going forward basis, what it would have been had the temporary repossession never occurred. Landlord and Tenant agree that upon return of the Lot 20 Construction Area, the Base Rent shall be increased by $2,800 per month, adjusted for any increase as required by Section 3.2 hereof
Rent Abatement. Notwithstanding anything to the contrary contained herein and provided that no default by Tenant occurs hereunder beyond any applicable notice and cure period, Landlord hereby agrees that Tenant shall not be required to pay monthly Base Rent for the second (2nd) month of the initial Term through the eighth (8th) month of the initial Term (the “Abatement Period”). The total amount of monthly Base Rent abated during the Abatement Period shall not exceed Five Hundred Twenty-Six Thousand Six Hundred Eighty and 00/100 Dollars ($526,680.00) (the “Abatement Amount”); provided that the Abatement Amount shall not be increased as a result of any increase in Base Rent arising from Landlord’s disbursement of any Additional TI Allowance in accordance with Sections 4.2 and 4.4 of this Lease. During the Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under this Lease, including, all Additional Rent, including Operating Expenses the Property Management Fee and costs of utilities for the Premises. In the event of a default by Tenant under the terms of this Lease that results in termination of this Lease in accordance with the provisions of this Lease, then as a part of the recovery set forth in this Lease and in addition to any other remedies to which Landlord is entitled pursuant to Section 31 hereof, Landlord shall be entitled to the immediate recovery, as of the day prior to such termination, of the unamortized Abatement Amount that was abated under the provisions of this Section 8.
Option Rent. The annual Rent payable by Tenant during the Option Term (the "Option Rent") shall be equal to the "Fair Rental Value," as that term is defined below, for the Premises as of the commencement date of the Option Term. The "Fair Rental Value," as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any "base year" or "expense stop" applicable thereto), including all escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the subject space, with a comparable level of improvements (excluding any property that Tenant would be allowed to remove from the Premises at the termination of the Lease), for a comparable lease term, in an arm's length transaction, which comparable space is located in the "Comparable Buildings," as that term is defined in this Section 2.2.2, below (transactions satisfying the foregoing criteria shall be known as the "Comparable Transactions"), taking into consideration the following concessions (the "Concessions"):
Prepaid Rent. Upon commencement of leasing activities at the Property, shall # separately hold (or track by separate ledger entry) all Prepaid Rent in connection with the Property, # maintain a disbursement schedule for all Prepaid Rent, which disbursement schedule shall list the Tenant(s) and calendar month(s) for which the Prepaid Rent applies (the “Prepaid Rent Schedule”), and # deliver to an Officer’s Certificate attaching the then current Prepaid Rent Schedule and certifying that the same is true, correct and complete in all material respects.
Option Rent. The Rent payable by during an Option Term (the “Option Rent”) shall be equal to one hundred percent (100%) of the “Market Rent,” as that term is defined in, and determined pursuant to, Exhibit G attached hereto.
Grant Determination. The Committee shall have plenary authority, subject to the provisions of this Plan to: # determine the person to whom Grants shall be awarded; # determine the type, size and terms of Grants to be awarded to each Grantee and designate Options as Incentive Options or Non-Qualified Stock Options; # determine the time at which the Grants will be made, the duration of any applicable exercise or restriction period, and any other conditions or restrictions, including, without limitation, (aa) the purchase price of any Common Stock, (bb) the method of payment for Shares purchased pursuant to any Grant, (cc) the method for satisfaction of any tax withholding obligation arising in connection with any Grant, and (dd) the criteria for acceleration of exercisability of Options and Stock Appreciation Rights, provided that no Incentive Stock Option shall be granted which is exercisable after the expiration of ten (10) years from the date it is granted; # accelerate the vesting of all or any portion of Grants; # if applicable, establish and review Grantee’s performance against applicable Performance Goals for the Performance Period; # establish such rules and regulations or take such action as it deems necessary or advisable for the proper administration of this Plan, including the authority to re-grant forfeited Grants; # amend, modify, extend, cancel or renew any Grant or to waive any restrictions or conditions applicable to any Grant or any shares acquired pursuant thereto; # authorize, in conjunction with any applicable Company deferred compensation plan, that the receipt of cash or Common Stock subject to any Grant under this Plan, may be deferred under the terms and conditions of such Company deferred compensation plan; # correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Grant Agreement and to make all other determinations and take such other actions with respect to this Plan or any Grant as the Committee may deem advisable to the extent not inconsistent with the provisions of this Plan or applicable law; # provide for a “clawback” of a Grant pursuant to the provisions of Section 12.9 below; and/or # determine the Fair Market Value of shares of Common Stock or other property. The Company may retain the right in a Grant Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or customers of BWFG or any confidentiality obligation with respect to BWFG to the extent specified in such Grant Agreement applicable to the Grantee. In addition, the Company may annul a Grant if the Grantee is an employee of BWFG and is terminated for Cause. The Committee’s consideration of Grants to be made under this Plan to employees shall be made in consultation with and after considering the recommendations of the Chief Executive Officer of the Company and/or the Bank.
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