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/0 -/5- 13 <br /> �"7 a <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 o2 7'ay 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 /> 2054461.2 <br /> 21896-200 Page 1 of 12 <br />