Exhibit
10.33


 


AXION
INTERNATIONAL HOLDINGS, INC.


180
South Street, Suite 104

New Providence, NJ 07974


 


January
23, 2014


 


Claude
Brown, Jr.


4243
Carmel Drive


Saginaw,
MI 48603


 


Re:
Offer of Employment


 


Claude,


 


On
behalf of Axion International Holdings, Inc. (the "Company"). I am pleased to offer you full time employment in
lieu of our consulting arrangement as our Chief Operating and Technology Officer reporting to and under the direction of the Company's
Chief Executive Officer. The base salary (the "Base Salary") for this position is $195,000.00 per annum, payable
in accordance with the Company's payroll practices. We are also prepared to offer you the following additional benefits:


 


		•	Participation in health and other benefit programs of the Company consistent with those benefit
programs provided to other senior executives of the Company. If a waiting period for initiation of health care coverage exists
the Company will reimburse you for continuation of your existing insurance coverage (in whole month increments) until Company sponsored
coverage begins.



 


		•	Twenty (20) days paid vacation each year in accordance with the applicable policies of the Company;
and



 


		•	Reimbursement of reasonable, ordinary and necessary business expenses incurred by you in the fulfillment
of your duties upon presentation by you of an itemized account of such expenditures, in accordance with Company practices.



 


You
will be granted options (the "Options") to purchase up to 75,000 shares of the Company's Common Stock. The Options
shall be issued pursuant to and shall remain subject to the Company's stock plans and shall be exercisable for a period of up to
five (5) years from the Start Date. The vesting and the exercise price per share of the Options shall be at the start of employment.


 


In
addition, you will participate in the Executive Management $10.0 million liquidity event bonus pool. Percentage participation will
be determined at a later date and approved by the compensation committee.


 


In
the event, following a Change of Control (as defined below), your employment with the Company is terminated by the Company for
any reason other than (a) for Cause (as defined below), (b) due to your death or (c) due to a Permanent Disability (as defined
below), you shall be entitled to (x) receive severance in the amount of your then current Base Salary, payable in a lump sum payment,
plus, (y) immediate vesting of the initial 75,000 Options.


 




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In
the event that your employment with the Company is terminated as a result of your death or Permanent Disability, your estate or
you shall be entitled to receive an amount equal to 50% of your then current Base Salary.


 


"Cause”
shall mean (a) a good faith finding by the Chief Executive Officer of the Company that (i) you have materially failed to perform
your assigned duties for the Company and have failed to remedy such failure within twenty (20) days following written notice from
the Company to you notifying you of such failure, (ii) you have breached any material term of your employment, any confidentiality,
non-disclosure, assignment of inventions or other similar agreement between you and the Company, or (iii) you have engaged in dishonesty,
gross negligence, willful misconduct or violation of any applicable code of ethics of the Company which could result in any material
loss, damage or injury to the Company, or (b) the conviction of you of, or the entry of a pleading guilty or nolo contendere by
you to, any felony punishable by imprisonment for more than one (1) year. "Change of Control"
shall mean (a) the transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company
to any person or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act”)); (b) the acquisition by any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial
ownership, directly or indirectly, of more than 50% of the aggregate ordinary voting power of the Company; or (c) during any period
of twenty-four (24) months, individuals who at the beginning of such period constituted the Company's Board of Directors (together
with any new directors whose nomination for election was approved by a vote of at least sixty-six and two-thirds (66 2/3%) percent
of the directors then still in office who were either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a majority of the Company's Board of Directors. "Permanent
Disability" shall mean any illness,
physical or mental disability or other incapacity that causes you to fail for a period of three (3) consecutive months, or for
shorter periods aggregating three (3) months during any twelve-month period, to render the services provided for by your employment
with the Company.


 


Should
you accept this offer, your continued at will employment requires both satisfactory job performance and compliance with existing
and future Company policies. Because most of our staff handles a variety of proprietary and private information concerning plans,
products, services, customers, etc., protecting privacy is the responsibility of all employees. Therefore, a further condition
of your employment is that you enter into the Company’s Confidentiality & Inventions Agreement.


 


Any
compensation you receive from the Company or any of its affiliates shall be subject to the Section 409A Addendum attached hereto.


 


You
will be required to complete customary federal and state payroll tax forms, along with an INS Form 1-9 in order to verify your
eligibility to work in the United States. Please bring with you on your first day of employment documents that will establish your
identity and employment eligibility.


 


We
would like for you to start as soon as January 27, 2014. If you have any questions, please feel free to call me at (908)
542-0888.


 




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	 	Sincerely,
	 	 
	 	/s/ Steve Silverman
	 	Steve Silverman 
	 	Chief Executive Officer


 


I hereby
accept employment with the conditions set forth in this letter.


 


	/s/ Claude Brown	 
	Claude Brown, Jr. 	 
	 	 
	27 Jan 14	 
	Date	 


 




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