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K <br />Attachment 1 <br />STATE OF NORTH CAROLINA <br />ORANGE COUNTY <br />PERFORMANCE AGREEMENT BETWEEN ORANGE COUNTY, NC AND MORINAGA <br />AMERICA FOODS, INCORPORATED <br />This Agreement made and entered into this the day of October, 2013 by and between Orange <br />County, a body politic existing under the laws of the State of North Carolina ( "County ") and Morinaga <br />America Foods, Inc., a North Carolina corporation, with facilities to be located in Mebane, North <br />Carolina ( "Company "), for the purpose of incentivizing Company's investment in Orange County and <br />Mebane. <br />Company is a North Carolina corporation and a wholly -owned subsidiary of Morinaga & Co., Ltd., a <br />confectionary company situated and doing business in Tokyo, Japan. Company's Mebane Facility shall <br />manufacture confectionaries for distribution throughout the United States. Company represents it is <br />duly authorized to conduct business in North Carolina. It is understood that the levels of performance <br />required by this Agreement are to be met by this group (Company and Morinaga & Co, Ltd.) as a whole <br />at its Facility in Orange County (Mebane). Accordingly, the term "Company" as used in this Agreement <br />refers to the entire group at such Facility. <br />WITNESSETH <br />THAT WHEREAS, the County has offered to the Company an inducement package as hereinafter set <br />forth; and <br />WHEREAS, the State of North Carolina and the Town of Mebane, North Carolina have offered separate <br />inducement packages to the Company; and <br />WHEREAS, but for the offer of an inducement package the Company would not be locating its <br />manufacturing Facility within Orange County; and <br />WHEREAS, the Company has agreed to meet and continue meeting the minimum investment and <br />employment requirements as hereinafter set forth; <br />NOW, THEREFORE, the parties hereto in consideration of these mutual covenants and agreements <br />passing from each to the other do hereby agree as follows: <br />1. DEFINITIONS. As used in this Agreement the terms below will have the following meanings: <br />A. "Affiliate." A company that the Company controls, controls the Company, or is under <br />common control with the Company. <br />B. "Commencement Date. The date in which the Company begins actual production <br />operations at the Subject Property, after having obtained applicable governmental <br />approvals, certificates of zoning compliance, and certificates of occupancy. Unless <br />delayed by causes beyond the control of the Company, the Commencement Date is <br />anticipated to be no later than December 1, 2015. <br />