1. The Company agrees to invest approximately $29M in real and personal property to be located at the Facility.

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1 STATE OF NORTH CAROLINA AGREEMENT COUNTY OF DURHAM THIS AGREEMENT (the Agreement ) is Effective as of the day of November, 2013 ( Effective Date ) by and between GENERAL ELECTRIC COMPANY, through its Aviation operating unit, hereinafter referred to as the Company, and the COUNTY OF DURHAM, hereinafter referred to as County. W I T N E S S E T H WHEREAS, the Company is a world-leading provider of commercial and military jet engines and components as well as avionics, electric power, and mechanical systems for aircraft with an extensive global service network to support these products; and WHEREAS, the County finds that in order to aid and encourage the Company to increase its presence in Durham County by investing in new manufacturing machinery and equipment and hiring new employees at its facility located at 3701 S. Miami Blvd. Durham, North Carolina ( Facility ), it is necessary and desirable to provide inducements for the Company to expand in Durham County; and WHEREAS, pursuant to North Carolina General Statutes ( N.C.G.S. ) 153A-449 and , the County and the Company may enter into an agreement in connection therewith; and WHEREAS, the County finds that the investment at the Facility will increase the employment population, increase taxable property, and increase business prospects in the County, as well as, result in at least 50 new jobs in the County that pay at or above the median average wage in the County; and WHEREAS, the Durham County Board of Commissioners has determined, following a public hearing on May 13, 2013, that the proposed activity by the Company will tend to increase the population, taxable property base and business prospects of the County, and will encourage the Company to expand in the area, and that it is in the public interest to provide assistance, as authorized by N.C.G.S NOW, THEREFORE, for valuable consideration and mutual covenants exchanged between the parties hereto, it is agreed as follows: 1. The Company agrees to invest approximately $29M in real and personal property to be located at the Facility. 2. The Company intends to hire at least 50 New Employees at the Facility. For purposes of this Agreement, New Full-time Employees is defined as a net increase in the Company s number of employees at the Facility, whose wages are subject to withholding tax. For purposes of determining net increase, the base number of existing employees at the facility shall be 347 ( Existing Employees ). New Employees shall not include temporary, part-time, contract, or construction workers. A full-time employee is an employee whose standard work week is at least 35 hours. The average wage for all Employees at the Facility (including Existing Employees and New Employees) will be the greater of $60,000, on an annualized basis, or equal at least the average wage as to each category of employee, as defined by the Employment Security Commission, which is currently listed at: Page 1 of 5

2 0063&AreaType=04&AreaName=Durham+County The Company agrees to post job openings at the Facility with the local Employment Security Commission and with the Durham County Department of Social Services throughout the term of this Agreement; provided that the foregoing requirement does not limit the Company s ability to advertise and/or otherwise post job openings for its new jobs with other organizations or media outlets, nor does this require Company to alter or change its global hiring policies or processes which may include inter-company job transfers into the Facility or rotational assignments at the Facility, where such jobs may not be posted locally. Formatted: Font color: Auto 3. The County agrees to pay to the Company an amount not to exceed Two Hundred Thousand Dollars ($200,000.00) over five years as an incentive to invest in the Facility and create New Jobs at the Facility in the manner set forth below. (a) Incentive Payment 1. Forty thousand dollars ($40,000.00) on or after July 1, 2014, provided that a minimum of least $9 million dollars of capital has been invested by the Company for machinery and equipment or other capitalized tangible personal property at the Facility by December 31, 2013; (b) Incentive Payment 2. Forty thousand dollars ($40,000.00) on or after July 1, 2015, provided that a minimum of least $3.5 million dollars of additional capital has been personal property at the Facility and at least 30 New Employees have been hired by the Company by December 31, 2014; (c) Incentive Payment 3. Forty thousand dollars ($40,000.00) on or after July 1, 2016, provided that a minimum of least $4 million dollars of additional capital has been personal property at the Facility and delivery of proof of continuous employment of the at least 30 New Employees, except for reasonable vacancies that may occur from time to time, by December 31, 2015; (d) Incentive Payment 4. Forty thousand dollars ($40,000.00) on or after July 1, 2017, provided that a minimum of least $7 million dollars of additional capital has been personal property at the Facility and at least 20 additional New Employees have been hired by the Company and are working at the Facility for a total of at least 50 New Employees continuously employed except for reasonable vacancies that may occur from time to time, by December 31, 2016; and (e) Incentive Payment 5. Forty thousand dollars ($40,000.00) on or after July 1, 2018, provided that a minimum of least $5 million dollars of additional capital has been personal property at the Facility and delivery of proof of continuous employment of the at least 50 New Employees, except for reasonable vacancies that may occur from time to time, by December 31, Investment shall be verified by the tax values of the new and improved property listed on the County s property tax rolls as of January 1, 2014 through January 1, The net increase of Page 2 of 5

3 the number of New Employees from 347, shall be calculated based on the highest number of New Employees on the payroll of the Company in any week of each calendar year as reported to the State of North Carolina on NCUI Form The County shall pay the Company the amounts stated above in Section 3, within 60 days of the submission of a Request for Payment sent to the County on or after the respective Incentive Payment date listed in Section 3. A proper request for payment must include the following: (a) name and address of the Company, (b) the Company s Federal Tax Identification Number, (c) payment amount due, and (d) proof of compliance with the applicable conditions listed in Section 3, required for payment and any such other information deemed necessary by the County to ensure compliance with the terms of this Agreement and specifically requested in a written notice to the Company. 5. In order to assist the County, the Company agrees to use commercially reasonable efforts to hire Durham County residents when appropriate and feasible, provided Company shall adhere to its own hiring policies and applicable laws. 6. The Company shall not discriminate against any person on the grounds of race, color, national origin, sex, age, or disability in the administration of this Agreement. Nor shall any person be excluded from participation in, or be denied the benefits of any project constructed under this Agreement on the grounds of race, color, national origin, sex, age, or disability. 7. The laws of the State of North Carolina shall control and govern this Agreement. Any controversy or claim arising out of this Agreement shall be settled by an action initiated in the appropriate division of the General Court of Justice in Durham County, North Carolina. 8. The County and the Company respectively bind themselves, their partners, successors, assigns, and legal representatives to the other party hereto and to partners, successors, assigns, and legal representatives of such other party in respect to covenants, agreements, and obligations contained herein. Neither party to the Agreement shall assign the Agreement as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Agreement. 9. This Agreement may be modified only by a written agreement executed by both parties hereto. 10. (a) Default in Years 1-5. The Company shall be required to repay to the County upon written demand by the County, any Incentive Payments actually paid to the Company under this Agreement if on or before December 31, 2017the fifth anniversary of the Effective Date of this agreement (i) the Company fails to make the requisite capital investment, stated in Section 1 or (ii) the Company has failed to employ at least 45 New Employees. (b) Default in years If the Company closes its Facility or reduces the number of New Employees by more than 10% below 50, at any time after January 1, 2018the fifth andanniversary and before January 1, 2023the sixth anniversary, the Company shall repay to the County an amount equal to 50% of the total Incentive Payments paid to the Company. Iif the reduction or closing occurs during calendar year 2018, and an amount for years seven (7) through ten (10) Company shall repay to the County which shall bean amount equal to a declining amount of 20% per year of the total Incentive Payments paid to the Company with the amount being 0% of the amount of the Incentive Payments in year ten (10) and thereafter. Page 3 of 5

4 11. The Effective Date of this Agreement shall be July 91, 2013, and shall expire January 1June 30, All notices and requests for payment which may be required by this agreement or any rule of law shall be effective when received by first class mail sent to the following addresses: if to the County, Attn: County Manager 200 E. Main Street, 2 nd Floor, Durham NC 27701; and if to the Company, Attn: Plant Leader, GE Aviation, 3701 S. Miami Blvd. Durham, North Carolina, CC: General Counsel Supply Chain Division, GE Aviation, 1 Neumann Way, Cincinnati, OH By execution hereof, the person signing below for the Company and the County, respectively, represents and certifies that he/she has read this Agreement and that he/she is duly authorized to execute this Agreement on behalf of the Company or the County, as applicable. 14. This Agreement sets forth the entire agreement between the County and the Company and supersedes any and all other agreements on this subject between the parties. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The exchange of signature pages to this Agreement (in counterparts or otherwise) by facsimile transmission or other electronic transmission shall be sufficient to bind the parties to the terms and conditions of this Agreement. 15. Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of the following: labor dispute, including strike and lockout; unavailability of essential materials, riot; epidemic; war, acts of God, fire; explosion; accident; delays or default of the other party, then performance of such act shall be excused for the period of the delay, and thereafter the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. However, a party may take advantage of the preceding sentence only to the extent that the event is not substantially caused by the party to this Agreement who seeks to use said event as an excuse for failure to perform. A party must use its best efforts to perform despite said events and its best efforts to prevent or cure the effects of said event insofar as it prevents performance. 16. E-Verify. As a condition of payment for services rendered under this agreement, Company shall comply with the requirements of Article 2 of Chapter 64 of the General Statutes. Company shall verify, by affidavit, compliance of the terms of this section upon request by the County. Remainder of Page Intentionally Left Blank Page 4 of 5

5 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the last day and year written below. COUNTY OF DURHAM By: Chairman By: Name: Title: Date: Date: Attest: Attest: V. Michelle Parker-Evans, Clerk to the Board Name: (SEAL) Title: This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Budget and Fiscal Control Act. George K. Quick, Durham County Finance Officer Page 5 of 5