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EXHIBIT 10.21
▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
February 11, 2000
General Electric Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter will evidence our mutual understanding and agreement with
respect to the strategic alliance (the "Strategic Alliance") between
▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the "Company") and General Electric
Company, a New York corporation, acting by and through its GE Plastics business
unit ("Purchaser").
1. Purchase of Company Common Stock by Purchaser.
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(a) Purchaser hereby agrees to purchase 306,435 shares of the
Company's common stock, par value $0.01 per share (the "Common
Stock"), pursuant to a Stock Purchase Agreement (in the form
attached hereto as Exhibit A) for $3064.35 in cash and the
execution of a promissory note (the "Note") (in the form attached
hereto as Exhibit B) in favor of the Company in aggregate
principal amount of $1,997,956.20. 204,290 of the shares of
Common Stock purchased by Purchaser will be subject to a Security
Agreement (in the form attached hereto as Exhibit C).
2. Other Obligations and Agreements.
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(a) Neither party to this agreement may reference this agreement (or
the transactions contemplated hereby) or the other party to this
agreement in presentations, press releases, advertising,
promotions or other published information or otherwise without
the other party's prior written consent (which consent shall not
be unreasonably withheld); provided, however, that either party
may make such disclosure if in the reasonable opinion of such
party's counsel such disclosure is required by law under the
circumstances. Following the closing, the parties will work
together to produce a mutually acceptable press release.
(b) The parties are entering into this Agreement and the transactions
contemplated hereby on a non-exclusive basis and nothing in this
Agreement or in any other agreement by and between the parties
shall be construed to limit the ability of either party to enter
into any transaction, including a transaction similar to that
described herein, with any other party.
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(c) Each of the parties agrees that, without the other party's prior
written consent in each instance, from the date hereof through
December 31, 2002, it shall not (i) knowingly solicit for
employment in its business or (ii) employ in its business any
employee of the other party who became known, or hereafter
becomes known, to such party in the course of the negotiation or
performance of this Agreement. For purposes of this Paragraph,
Purchaser's "business" shall be deemed to be the activities of
the GE Plastics business unit.
(d) Purchaser shall use the Company trading platform on a good faith,
preferred basis from the date hereof through December 31, 2001
for any bulk commodity petrochemicals that it buys, trades,
auctions, or reverse auctions using e-Commerce to the extent such
products are then traded over the Company's system.
(e) Purchaser will agree to make reasonable business efforts to
assist the Company in developing viable e-Commerce trading
activity in specific contract-dominated markets where Purchaser
is a significant buyer. These markets include, but are not
limited to, cumene, phenol, butadiene, and acrylonitrile.
(f) Purchaser will promote the use of Company's trading platform to
other entities by reasonable means, including, but not limited
to, direct correspondence to a minimum of 20 new potential
trading participants. Purchaser will provide a list of the
companies, and the Company will review and agree to these, as
soon as possible after the closing.
(g) Purchaser will agree to a reciprocal portal arrangement with the
Company between the ▇▇▇▇▇▇▇▇.▇▇▇ and Purchaser's Global Supplier
Network websites with the intent of generating a mutual referral
channel.
(h) One of Purchaser's full time employees will devote at least 50%
of his/her time to assist the Company's personnel in developing
Purchaser's presence on the trading platform.
3. Additional Undertakings
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(a) Unless otherwise restricted by any contract currently in effect,
the Company will negotiate with Purchaser as a potential supplier
of the credit insurance model to be used in future integrated
e-Commerce transactions on the trading platform and shall provide
Purchaser with the right to match any offers (a "third party
offer") received by the Company for comparable services and to
provide to the Company such services on the same terms as the
third party offers.
(b) The Company will assign Purchaser a position on the CheMatch
Industry Council for as long as the Company has such a Council.
This Council will initially be comprised of CheMatch strategic
investors and senior CheMatch management, and will act as an
advisory committee.
(c) Purchaser shall have the right to nominate five (5) additional
products for launching on the trading platform within 180 days of
the closing hereof. If any or
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all of these products are included on the Company trading
platform, Purchaser agrees to commit good faith commercially
reasonable efforts to assist in developing viable e-Commerce
trading activity.
(d) The Company shall have the right to disclose the materials and
volumes involved in transactions made by Purchaser over the
trading platform for purposes of promoting or advertising the
trading platform, provided that no disclosure of price terms,
delivery locations, or Purchaser's identity will be permitted
except with Purchaser's express prior written consent; provided,
however, that the Company may make such disclosure if, in the
reasonable opinion of such party's counsel, such disclosure is
required by law under the circumstances.
4. Miscellaneous.
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(a) The Strategic Alliance, this letter agreement and all
documentation contemplated by this letter shall be governed by
the laws of the State of Delaware, without regard to any conflict
of laws principles.
(b) Each of Purchaser and the Company will bear its own costs and
expenses of the preparation of the documentation and performance
of the obligations set forth in this letter.
(c) With the exception of Section 2(c) which will survive until
December 31, 2002, this Agreement shall continue until December
31, 2001 after which time either party may terminate this
Agreement on sixty (60) days written notice.
If this letter correctly sets forth our understanding, please indicate
your acceptance by executing this letter in the space provided below.
Very truly yours,
▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Chairman, President and
Chief Financial Officer
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ACCEPTED AND AGREED TO
THIS 11th DAY OF FEBRUARY, 2000:
GENERAL ELECTRIC COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President and Chief
Executive Officer, GE Plastics
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