Exhibit 10.24
AGREEMENT RELATING TO PAYMENTS
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This AGREEMENT RELATING TO PAYMENTS is made and entered into this 1st day
of August, 1995, by and between XXXXXXXX, INC., a corporation established and
existing under the laws of the State of Minnesota having its principal place of
business at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000-0000, U.S.A. ("SHELDAHL"),
JIANGXI CHANGJIANG CHEMICAL PLANT, a corporation established and existing under
the laws of China, having its principal place of business at 0 Xxxxxxx Xxxx (X),
Xxxxxxxx Xxxxxxx Xxxxx 000000 ("JCCP"), HONG XXXX XXX HING (CHINA) DEVELOPMENT
CO., LTD., a corporation established and existing under the laws of Hong Kong
having its principal place of business at 00 Xxxxxxxxx Xxxx, 0/X X, Xxx San
Factory Building, Quarry Bay, Hong Kong ("WAH HING"), and JIUJIANG FLEX CO.,
LTD., a corporation established and existing under the laws of China having its
principal place of business at 0 Xxxxxxx Xxxx (X), Xxxxxxxx, Xxxxxxx Xxxxx
000000 ("SNW").
BACKGROUND:
A. JCCP, WAH HING and XXXXXXXX wish to establish a limited liability
company in Jiujiang, Jiangxi China. Its name is Jiujiang Flex Co., Ltd. The
purpose of the company is to manufacture and sell flexible copperclad laminates
and associated coverfilm tapes.
B. The following additional agreements ("Additional Agreements") are being
entered into this date: (i) Manufacturing Agreement; (ii) Marketing and License
Agreement; and (iii) Agreement Relating to Joint Venture.
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, the parties agree as follows:
1. SNW agrees to pay, and JCCP and WAH HING agree to cause SNW to pay,
XXXXXXXX the following amounts upon completion of each of the following
milestones:
Milestone Payment
--------- -------
Approval by the Chinese $270,000
Government Agency of Joint
Venture Contract and Related
Agreements
Within 45 days of approval $180,000
by the Chinese Government
Agency of Joint Venture Contract
and Related Agreements
Completion of Phase 2 $ 90,000
(Equipment Performance
Specifications)
Completion of Phase 4 $ 90,000
(Personnel Training)
Completion of Phase 5 $180,000
(Equipment verification)
Completion of Phase 7 $ 90,000
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(Start-up of production)
TOTAL $900,000
========
Each phase is more fully described in Schedule B to the Marketing and License
Agreement. All payments shall be made in United States dollars.
2. XXXXXXXX has agreed to assist SNW in establishing a manufacturing line
using technology licensed by XXXXXXXX to SNW. XXXXXXXX will receive a total of
$900,000 for such assistance which shall be paid upon completion of certain
milestones listed in Section 1 above. The $900,000 will be loaned to SNW by
JCCP and WAH HING and will be repaid within 3-1/2 years after SNW begins
production and the products meet the technical specifications by using dividends
retained by SNW under Section 3 below and otherwise by SNW.
3. Dividends which are otherwise distributable to XXXXXXXX by SNW shall be
retained by SNW until the earlier of (a) the date SNW has retained an amount
equal to the payments described in Section 1 above; or (b) 3 1/2 years after SNW
begins production, provided XXXXXXXX has satisfied all contractual commitments
then due to SNW under the Marketing and License Agreement and Manufacturing
Agreement; or (c) the date XXXXXXXX fulfills the commitments described in clause
(b) above which have not been satisfied prior to the end of the period set forth
in clause (b) above. XXXXXXXX shall fully participate in all distributions
after the earliest of the periods described in this Section 3.
4. This Agreement shall be effective only upon approval by the Chinese
Government Agency of the terms of this Agreement and the Additional Agreements,
to the extent such approval is required. This Agreement shall terminate in the
event the Agreement Relating to Joint Venture terminates under Section 15.2(e)
or the Closing under that agreement does not occur.
5. This Agreement will be executed in Chinese and English. Each party
shall have one copy in Chinese and one in English.
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6. This Agreement shall be attached to the Joint Venture Contract and
Articles of Association.
IN WITNESS WHEREOF, the parties have caused their respective
representatives to sign and execute this Agreement in counterpart and each party
holds one copy.
JIANGXI CHANGJIANG CHEMICAL HONG XXXX XXX HING (CHINA)
PLANT OF CHINA DEVELOPMENT CO., LTD.
By /s/ Xxxx-Xxxxx Xxx By /s/ Xxxxxxx C.H. Ma
-------------------------- ---------------------------
Its President Its Managing Director
---------------------- --------------------
XXXXXXXX, INC. JIUJIANG FLEX CO., LTD.
By /s/ Xxxxxx Xxxxxxxxx By /s/ Xxxxxx Xxxxxxxxx
-------------------------- ---------------------------
Its V.P./Sales & Marketing Its Vice Chairman
---------------------- -----------------------
By /s/ Xxxx-Xxxxx Xxx
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By /s/ Xxxxxxx C.H. Ma
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