Exhibit 10.(i)
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 25th day of January,
2000, by and between New Generation Plastic, Inc., a Delaware corporation
("NGP") and Xxxx Hokfelt (the "Executive");
W I T N E S S E T H
WHEREAS, NGP proposes to employ the Executive in the operations of NGP
and NGP is desirous of affording Executive incentives in connection therewith;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, NGP and Executive hereby agree as
follows:
ARTICLE I
EMPLOYMENT
Section 1.1. Employment. NGP hereby employs the Executive as Chief
Executive Officer of NGP to perform such duties and discharge such functions in
and about the business and affairs of NGP and the Affiliated Corporations as the
board of directors of NGP may from time to time determine. Executive agrees,
during the term hereof, to diligently and in good faith perform and discharge
such duties and functions and Executive shall devote all of his working time,
energy and ability exclusively to the performance of his duties hereunder.
During the term hereof, Executive shall not directly or indirectly engage or
participate in the operations or management of, or render any services to, any
other businesses or enterprises.
Section 1.2. Basic Compensation. NGP agrees to pay Executive an initial
base annual salary of 240,000 CHF through the December 31, 1999 and for the
balance of the term of this Agreement an increased amount as may be mutually
agreed to by the parties from time to time. Basic compensation payable under
this Section 1.2 shall be payable monthly in accordance with such practices and
procedures that are generally applicable to other employees of NGP. In
consideration of the Executive giving notice to his current employer, NGP has
prior to the date of such notice caused a bank draft to be delivered to the
Executive in the amount of US$100,000 (the "Security Amount"). The Security
Amount is intended to be a prepayment of the first six (6) months of: (i) the
base annual salary payable under this Section 1.2 and the fringe benefits
afforded under Section 1.4, provided that if the Executive's employment
hereunder does not extend beyond said six (6) month period the Executive is
under no obligation to return any of the Security Amount. In view of the
foregoing, the next monthly payment of base annual salary shall be paid in the
seventh month of the Executive's employment.
Section 1.3. Expense Reimbursement. NGP shall reimburse reasonable and
necessary out-of-pocket business expenses, such as travel, lodging, long
distance telephone calls and the like, consistent with the policies that may
promulgated from time to time for NGP's senior executives upon submission by
Executive of appropriate receipts therefor. Notwithstanding the foregoing, NGP
shall reimburse the Executive for his reasonable moving expenses from his
current principal residence to a new principal residence in Switzerland.
Section 1.4. Fringe Benefits. While Executive is in the employ of NGP,
NGP agrees to provide to Executive those benefits generally provided to all
salaried employees of NGP (with the exception of life insurance benefits), and
in addition NGP shall provide the Executive with private health insurance
coverage for he and his family in Switzerland, long term disability coverage and
at least $1,500,000 coverage under an individual life insurance policy or
policies. NGP acknowledges the Executives desire to continue his private pension
arrangements in the United Kingdom and agrees that the complimentary portion of
his pension benefits may be paid into that plan. Such benefits shall include
payment by NGP on behalf of the Executive of leased car expenses plus payment of
insurance, maintenance, cost of repairs and gas as are mutually agreed by the
parties. Such additional car expense payment will be made on a monthly basis,
unless NGP and the Executive otherwise agree.
NGP intends to adopt a Stock Option Plan (the "Option Plan") for
selected employees, directors and consultants of NGP and the Affiliated
Corporations. An award under the Option Plan, when adopted, will be extended to
the Executive in an amount commensurate with his position as Chief Executive
Officer and shall be in addition to the basic compensation and bonus payable
under Sections 1.2 and 1.6 hereof, respectively. Further, it is the intention of
the Company and the Board of Directors that the Executive be afforded the
opportunity, based on specific performance goals to be determined by the Board
of Directors and the Executive, to be awarded options under the Option Plan to
purchase stock constituting up to 4% of the total equity of the Company on a
fully diluted basis.
Section 1.5. Severance. If NGP terminates the employment of the
Executive without Cause at any time during the Initial Term (as defined herein)
or any Renewal Term, NGP shall continue to pay to the Executive: (1) basic
compensation as set forth in Section 1.2 hereof for the remainder of the Initial
Term or Renewal Term as the case may be or until the Executive's earlier death
or Disability (as defined herein), (2) notwithstanding any contrary provision
contained in any formal written bonus plan which may be adopted by the Board of
Directors, any bonus thereunder shall be pro-rated to the date of termination,
and (3) the Fringe Benefits described in 1.4 above for the remainder of the term
of this Agreement or until the Executive's earlier death. Items 1, 2 and 3 above
are collectively referred to as "Severance". Also, should the Executive become
Disabled during a period when he is entitled to receive the Severance described
in paragraph (1) above (basic compensation) and he is covered by a long-term
disability plan of NGP or an Affiliated Corporation and determined to be
entitled to coverage under such plan, then and in that event he will receive
disability payments under that plan in lieu of any further payments under
paragraph (1) above. It is agreed that any termination of employment by NGP is
without prejudice to any other remedy to which NGP may be entitled, either by
law, in equity or under this Agreement. The Severance described above shall
represent liquidated damages and shall mitigate damages (if any), which may
otherwise be payable to the Executive.
NGP has the absolute right to terminate this Agreement, and the
employment of the Executive hereunder, for Cause without any further obligation
to the Executive in respect of the Severance to the Executive hereunder. For
purposes of this Agreement, for Cause includes, but is not limited to any of the
following:
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(i) Executive's material breach of the terms of this Agreement or
any other material legal obligation to NGP or an Affiliated
Corporation;
(ii) Executive's fraud, dishonesty, gross negligence, willful
misconduct or other deliberate action which causes injury to
NGP or any of its Affiliated Corporations or to their
respective reputations or which results in a material loss to
NGP or an Affiliated Corporation; or an act of the Executive
involving moral turpitude or a serious crime resulting in a
conviction by a court or tribunal of competent jurisdiction or
a plea of "nolo contendere"; or
(iii) willful breach in the performance by Executive of his material
duties hereunder resulting in demonstrable economic harm to
NGP or an Affiliated Corporation and which Executive shall not
have taken steps in good faith to cure within ninety (90) days
after notice from the Board of Directors; provided, however,
that it is understood and agreed that failure to meet the
business plan of NGP alone or errors in judgment made by
Executive in good faith shall not constitute Cause hereunder.
The Executive shall not be entitled to Severance under this Section 1.5
if the employment of the Executive is terminated for any of the following
reasons:
(i) the Executive terminates this Agreement at any time;
(ii) death of the Executive; provided, however, that in the
event of his death being the cause of his termination, the
Executive's estate will receive the payments described in
paragraph (2) (target bonus) of Section 1.5 above;
(iii) the Disability of the Executive; provided, however, that
in the event of his Disability being the cause of his
termination, Executive will receive the items described in
paragraphs (2)(target bonus) and (3)(Fringe Benefits) of
Section 1.5 above; or
(iv) the Executive is terminated for Cause as described above.
Section 1.6. Bonus. NGP intends to adopt a formal written bonus program
for certain of its executives including the Executive. Any awards under such
written bonus program will be in addition to the basic compensation payable
under Section 1.2 hereof. NGP reserves the absolute right to adopt, amend,
replace or terminate, from time to time, any such written bonus program and to
determine the extent of its application, all without any liability to the
Executive. The bonus, if any, payable under this Section 1.6 shall be paid in
accordance with the terms of the formal written bonus program, if any, adopted
by NGP.
Section 1.7. Term. It is the intention of the parties that the
Executive's employment under this Agreement commence as soon as practicable
after the execution hereof, however the parties have agreed that the Executive
may begin employment within one hundred eighty (180) days after the date hereof.
The term of this Agreement shall be deemed to commence on the date that the
Executive is actually available to begin his employment (herein called the
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"Effective Date") and continue through the third anniversary of the Effective
Date (the "Initial Term"), provided, however, that Executive shall have the
continuing option to immediately terminate the employment provided by this
Agreement by giving one hundred eighty (180) days written notice thereof to NGP
and NGP shall have the continuing option to immediately terminate the employment
provided by Section 1.1 hereof by giving written notice thereof to Executive
which notice may be effective immediately. Upon any such termination, all of the
rights and obligations set forth in this Article I shall terminate provided,
only, that NGP shall pay to Executive the Severance, if any, payable under
Section 1.5 hereof.
Section 1.8. Renewal Term. Unless NGP shall notify the Executive in a
writing received at least one hundred eighty (180) days prior to the end of the
Initial Term indicating that NGP has elected not to extend the term of this
Agreement, the term of this Agreement shall be automatically extended for one
(1) year. Thereafter, a successive Renewal Term shall automatically commence
immediately after the expiration of each Renewal Term, unless NGP shall notify
the Executive in a writing received at least one hundred eighty (180) days prior
to the end of the then existing Renewal Term indicating that NGP has elected not
to extend the term of this Agreement.
Section 1.9 Change of Control.
a. Change in Control or Ownership. Change in Control or Ownership
means:
i. An acquisition by any "person" or "group" (as those
terms are defined or used in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") of "beneficial ownership" (within the
meaning of Rule 13d-3 under the Exchange Act, as
enacted and in force on the date hereof) of
securities of NGP representing more than 50% of the
combined voting power of NGP's securities then
outstanding;
ii. A merger, consolidation or other reorganization of
NGP, except where the resulting entity is controlled,
direct or indirectly, by NGP;
iii. A merger, consolidation or other reorganization of
NGP, except where shareholders of NGP immediately
prior to consummation of any such transaction
continue to hold at least a majority of the voting
power of the outstanding voting securities of the
legal entity resulting from or existing after any
transaction and a majority of the members of the
Board of Directors of the legal entity resulting from
or existing after a transaction are former members of
NGP's Board of Directors;
iv. A sale, exchange, transfer or other disposition of
substantially all of the assets of NGP to another
entity, except to an entity controlled, directly or
indirectly, by NGP;
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v. A sale, exchange, transfer or other disposition of
substantially all of the assets of NGP to another
entity, or a corporate division involving NGP; or
vi. A contested proxy solicitation of NGP's shareholders
that results in the contesting party obtaining the
ability to cast 50% or more of the votes entitled to
be cast in an election of directors of NGP.
b. Resignation of Executive. If a Change in Control or Ownership
shall occur and if thereafter, at any time, there shall be:
i. Any involuntary termination of the Executive's
employment (other than for Cause, death or
Disability);
ii. Any reduction in the Executive's title,
responsibilities, including reporting
responsibilities, or authority, including title,
responsibilities or authority as it may be increased
from time to time;
iii. The assignment to the Executive of duties
inconsistent with the Executive's office immediately
prior to a Change in Control or Ownership or as the
same may be increased from time to time after a
change in Control or Ownership;
iv. Any reassignment of the Executive to a location
farther than a one hour commute by automobile from
his primary workplace immediately prior to the Change
in Control or Ownership;
v. Any reduction in the Executive's annual base salary
in effect immediately prior to a Change in Control or
Ownership or as the same may be increased from time
to time after a Change in Control or Ownership;
vi. Any failure to continue the Executive's
participation, on substantially similar terms, in any
of the incentive compensation or bonus plans of NGP
or an affiliate in which the Executive participated
at the time of the Change in Control or Ownership or
any change or amendment to any of the substantive
provisions of any of such plans which would
materially decrease the potential benefits to the
Executive under any of these plans;
vii. Any failure to provide the Executive with benefits at
least as favorable as those enjoyed by the Executive
under any of the pension, life insurance, medical,
health and accident, disability or other employee
plans of NGP or an affiliate in which the Executive
participated immediately prior to a Change in Control
or Ownership, or the taking of any action that would
materially reduce any of such benefits in effect at
the time of the Change in Control or Ownership,
unless this reduction relates to a reduction in
benefits applicable to all employees generally;
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viii. Any requirement that the Executive travel in
performance of his duties on behalf of NGP or an
affiliate for a greater period of time during any
year than was required of the Executive during the
year preceding the year in which the Change in
Control or Ownership occurred;
ix. Any failure of NGP's Board of Directors to nominate
the Executive for election as a member of NGP's Board
of Directors, as the case may be, at the expiration
of the Executive's then existing term;
x. Any sustained pattern of interruption or disruption
of the Executive for matters substantially unrelated
to the Executive's performance of the Executive's
duties on behalf of NGP or an affiliate; or
xi. Any breach of this Agreement of any nature whatsoever
on the part of NGP;
then, at the option of the Executive, exercisable by the Executive within one
hundred eighty (180) days of the occurrence of each and every of the foregoing
events, the Executive may resign from employment (or, if involuntarily
terminated, give notice of intention to collect benefits hereunder) by
delivering a notice in writing (the "Notice of Termination") to NGP, and the
Continuing Compensation and Benefits' provisions of this Agreement shall apply.
c. Continuing Compensation and Benefits.
i. (a) If, at the time of termination of the Executive's
employment in accordance with Section 1.9(b) hereof,
a Tax Change has also occurred, NGP shall make a
lump-sum cash payment to the Executive no later than
thirty (30) days following the date of such
termination in an amount ("X") determined pursuant to
the following formula: X=(2.99A - B) x (1+C). For the
purpose of the foregoing formula,
A = The Executive's base amount (determined
pursuant to Internal Revenue Code Section
280G(b)(3)(A)) on the date of the Tax Change;
B = The present value of all other amounts which
qualify as parachute payments under Internal
Revenue Code Section 280G(b)(2)(A) or (B)
(without regard to the provisions of Code
Section 280G(b)(2)(A)(ii)), such present value
to be determined pursuant to the provisions of
Internal Revenue Code Section 280G; and
C = 120% times 0.5 times the lowest of the
semiannual applicable federal rates (determined
pursuant to Internal Revenue Code Section
1274(d)) in effect on the date of the Tax
Change.
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Notwithstanding the foregoing or any other provision
of this Agreement to the contrary, if the amount
determined under "B" above equals or exceeds 2.99
times the amount determined under "A" above, no
payment shall be made to the Executive under this
Section.
(b) If, at the time of termination of the Executive's
employment in accordance with Section 1.9(b) hereof,
a Tax Change has not occurred, NGP shall make a
lump-sum cash payment to the Executive no later than
thirty (30) days following the date of such
termination in an amount equal to (A) 2.99 times the
lesser of (I) the Executive's base amount determined
pursuant to the principles set forth in the
regulations promulgated under Code Section
280G(b)(3)(A) and as though a Tax Change has occurred
on the date of the Executive's termination of
employment and (II) the Executive's base amount so
determined but as though a Tax Change will occur in
the calendar year following the date of the
Executive's termination of employment, minus (B) any
other amount paid or payable within thirty (30) days
following the Executive's termination of employment
which would constitute (or be presumed to constitute)
parachute payments under Code Section 280G(b)(2)(A)
or (B) (without regard to the provisions of Code
Section 280G(b)(2)(A)(ii)) if a Tax Change had
occurred on the date of such termination of
employment.
ii. The Executive shall not be required to mitigate the
amount of any payment provided for in Section
1.9(c)(i) by seeking other employment or otherwise,
nor shall the amount of any payment or benefit
provided for in Section 1.9(c)(i) be reduced by any
compensation earned by the Executive as the result of
employment by another employer or by reason of the
Executive's receipt of or right to receive any
retirement or other benefits after the date of
termination of employment or otherwise, except as
otherwise provided therein.
iii. Upon written request of the Executive, NGP's
obligation to make the payment under this Section
shall be secured in total (i) by a standby letter of
credit obtained by NGP from a recognized financial
institution the long-term obligations of which are
rated, on the date of the request, investment grade
or better by Standard & Poor's Corporation or Xxxxx'x
Investors Service, Inc. or (ii) by other security as
the Executive shall approve, obtained within ten (10)
days of the Executive's written request following a
Change in Control or Ownership.
iv. NGP shall pay all reasonable legal fees and related
expenses (including the costs of experts, evidence
and counsel and expenses included in connection with
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an arbitration or in other litigation or appeal)
incurred by the Executive as a result of (i)(a) his
delivery of a Notice of Termination or (i)(b) his
seeking to obtain or enforce any right or benefit
provided by this Agreement.
Section 1.10 Place of Employment. The performance of Executive's duties
hereunder will require travel and will include involvement with businesses and
projects away from home.
ARTICLE II
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
AND NON-COMPETITION.
Section 2.1 Non-Disclosure of Confidential Information. (a) The
Executive acknowledges that it is the policy of NGP to maintain as secret and
confidential all information heretofore or hereafter acquired, developed or used
by NGP or any Affiliated Corporation relating to its business, operations,
employees and customers (all such information is hereinafter referred to as
"Confidential Information"). The parties hereto recognize that the Executive's
services are special and unique, and that by reason of the employment the
Executive has acquired and will acquire Confidential Information. Confidential
Information shall not include any information which (1) is or becomes generally
available to the public other than as a result of a disclosure by Executive, (2)
is in the possession of Executive prior to the date of rendering any services to
NGP and was not received directly or indirectly from NGP, or (3) is
independently developed by Executive without the use of information received
directly or indirectly from NGP or revealed pursuant to this Agreement.
Executive recognizes that all such Confidential Information is the property of
NGP.
(b) In consideration of the Executive's employment by NGP pursuant to
this Agreement, the Executive agrees that:
(1) except as required by the duties of his employment,
without the prior written consent of NGP, the Executive shall
never, directly or indirectly, either during or after the term
of this Agreement, use, publish, disseminate or otherwise
disclose in any manner any Confidential Information obtained
during his employment with NGP or any Affiliated Corporation;
and
(2) both during and after the term of this Agreement , the
Executive shall exercise all due and diligent precautions to
protect the integrity of the business plans, customer lists,
statistical data and compilations, agreements, contracts,
memoranda, manuals, trade secrets or other documents and
materials of NGP and any Affiliated Corporation which embody
any Confidential Information, and upon either the termination
of the Executive's employment or expiration of the term of
this Agreement, the Executive shall return to NGP all such
documents or materials, including any computer encoded
material (and copies thereof) which are in the possession or
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under the control of the Executive. The Executive agrees that
the provisions of this Section 2.1 are reasonably necessary to
protect the proprietary rights of NGP in the Confidential
Information and its trade secrets, good will and reputation;
provided, however, the foregoing shall not prevent Executive from responding to
a valid subpoena of a governmental agency or to a valid court order or as
otherwise required by law.
2.2 Non-Competition. Executive hereby covenants that, for a period of
twelve months next following the date of termination of his employment (except
if such termination occurs as a result of the expiration of the Initial Term or
a renewal term thereof), Executive shall not be engaged or interested (whether
as a proprietor, partner with another, shareholder, agent or consultant of,
employee of or lender to, another) in any business which competes, directly or
indirectly, with the businesses of NGP or any business of an Affiliated
Corporation; provided that if the employment of Executive is terminated by NGP
without Cause, the foregoing covenant shall not apply (without affecting the
obligations hereinafter contained in this Section 2.1 in respect of disclosures
or solicitations by Executive) unless the Executive shall have been paid
Severance pursuant to Section 1.5 hereof, in which event the covenant period
shall continue for the period that Severance is paid.
For a period of one year following the date of termination of his
employment, Executive agrees not to offer employment to, not to initiate
discussions of the nature of any prospective employment opportunities with, and
not to otherwise solicit any director, officer or employee of NGP or any
Affiliated Corporation (or any person who was an employee of NGP or any
Affiliated Corporation within 180 days of the date of Executive's termination of
employment) on his own behalf, on behalf of any employer of the Executive, on
behalf of any entity with which the Executive is acting as a consultant or with
which the Executive is then otherwise affiliated.
The provisions of this Article II shall survive the termination of the
employment hereunder or expiration of the term of this Agreement.
2.3 NGP's Right to Injunctive Relief. The Executive acknowledges that
his services are of a unique character which gives them a special value to NGP.
The Executive further acknowledges that any breach or threatened breach by the
Executive of any of the provisions of this Article II will result in irreparable
and continued harm to NGP and its Affiliated Corporations for which NGP and its
Affiliated Corporations would have no adequate remedy at law. Therefore, in
addition to any other remedy which NGP may have at law or in equity, NGP shall
be entitled to injunctive relief or other equitable remedies in the event of any
such breach or threatened breach. The provisions of this Article II shall
survive the termination of the Employment or the expiration of the term of this
Agreement.
2.4 Invalidity of Covenants. The parties acknowledge that the laws and
public policies of the State of Delaware and various other states of the United
States may differ as to the validity and enforceability of the covenants
contained in this Article II. It is the intention of the parties that activities
of the Executive be restricted only to the extent necessary for the protection
of legitimate business interests of NGP, that the provisions of this Agreement
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shall, to the fullest extent permissible under law and public policy, be
enforced by the courts and construed under the laws of the State of Delaware,
and that any part of Article II adjudicated to be invalid or unenforceable shall
not affect the validity or enforceability of any other part of Article II or
this Agreement. Accordingly, if any part of Article II shall be adjudicated to
be invalid or unenforceable in any action or proceeding in which the Executive,
or the Executive's heirs, executors or administrators and NGP, its successors or
assigns, are parties, either in its entirety or as modified as to duration,
territory or otherwise, then such part shall be deemed to be amended so as to be
enforceable or, if required, deleted from this Agreement, as the case may be, in
order to render the remainder of Article II valid and enforceable.
ARTICLE III
DEFINITIONS AND GENERAL PROVISIONS
Section 3.1. Definitions. As used in this Agreement, the following
terms shall have the respective meanings set forth below:
Affiliated Corporation: "Affiliate Corporation" or "Affiliate" shall
mean any corporation or other entity, that directly or indirectly,
through one or more intermediaries, is controlled by NGP.
Disability: Disability shall mean Total Disability as defined in the
NGP long-term disability plan which currently provides that "Total
Disability" means "the inability of the Participant to perform the
normal duties of his or her regular occupation, except that if benefits
have been paid for twenty-four (24) months of any continuous
disability, then for the balance of the period of disability after such
twenty-four (24) months, the inability of the Participant to perform
any and every duty of any gainful occupation for which he or she is
reasonably fitted by training, education, or experience", or as defined
by any substitute plan which provides long-term disability coverage for
the Executive, or in the event that the executive is not covered by
such a plan, Disability shall mean: the physical or mental incapacity
of Executive for a period of more than one hundred twenty (120)
consecutive days, the determination of which by the board of directors
of NGP shall be conclusive on the parties hereto.
Parent: Any person, corporation or other entity which holds in excess
of 50% of the issued and outstanding equity securities of NGP.
Section 3.2. Withholding Taxes. NGP may withhold from any payment to be
made under this Agreement (and transmit to the proper taxing authority) such
amount as it may be required to withhold under any applicable law.
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Section 3.3. Administration. The Board of Directors and NGP's executive
officers, except the Executive, shall have full power to interpret, construe and
administer this Agreement, including authority to determine any dispute or claim
with respect thereto. The determination of NGP in any matter, made in good
faith, shall be binding and conclusive upon Executive and all other persons
having any right or benefit hereunder.
Section 3.4. Notices. All notices, requests and other communications
from any of the parties hereto to the other shall be in writing and shall be
considered to have been duly given or served when personally delivered to any
individual party, an executive officer of any corporate party, or on the first
day after the date of deposit with Federal Express or other overnight courier
for next day delivery, postage prepaid, or on the third day after deposit in the
United States mail, certified or registered, return receipt requested, postage
prepaid, or on the date of telecopy, fax or similar telephonic transmission
during normal business hours, provided that the recipient has specifically
acknowledged by telephone receipt of such telecopy, fax or telephonic
transmission; addressed, in all cases, to the party at his or its address set
forth below, such other address as such party may hereafter designate by written
notice to the other party:
(i) If to NGP to:
Xx. Xxxxxxx Mot
New Generation Plastic, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
FACSIMILE 000 000-0000
(ii) If to Executive to:
Xxxx Hokfelt
[Address]
Section 3.5. Binding Effect. Except as provided herein, the provisions
of this Agreement shall not give Executive any rights to continue to be employed
or otherwise retained by NGP or any Affiliated Corporation. Except as so
provided, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, the respective successors and assigns of NGP and the
beneficiaries, personal representatives and heirs of Executive. NGP may assign
this Agreement to any subsidiary or Affiliate of NGP so long as the Executive's
duties and principal business location shall not differ substantially from those
set forth in this Agreement.
Section 3.6. Controlling Law. This Agreement shall be construed, and
the legal relations between the parties determined, in accordance with the laws
of the State of Delaware.
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Section 3.7. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original without the
production of the others, but all of which together shall constitute one and the
same instrument.
Section 3.8. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and may
not be varied, modified or amended except by a writing signed by the parties to
be charged. The making, execution and delivery of this Agreement by the parties
hereto have been induced by no representations, statements, warranties or
agreements of the other except those herein expressed.
Section 3.9. Heading. The division of this Agreement into sections and
paragraphs and the titles assigned thereto is only a matter of convenience for
reference and shall not define or limit any of the terms or provisions thereof.
IN WITNESS WHEREOF, the individual party has hereunto set his hand and
the corporate party has caused these presents to be executed by a proper officer
thereunto duly authorized all as of the day and year first above written.
New Generation Plastic, Inc.
By: /s/ Jacques Mot
---------------------------------------
Jacques Mot
(Chairman)
/s/ Xxxx Hokfelt
---------------------------------------
Xxxx Hokfelt
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