Exhibit
10.18

    


    AXION
INTERNATIONAL HOLDINGS, INC.

    180 South
Street, Suite 104

    New
Providence, NJ 07974

    


    
      
        
          	 
      	
                  September
      [**], 2010

                	 
	 
      	
                  23             
      

                	 
	 
      	 
      	 
	
                  Steven
      Silverman

                	 
      	 
	
                  100
      Old Palisades Road, Apt 4006

                	 
      	 
	
                  Ft.
      Lee, NJ 07024

                	 
      	 
	 	 	 
	
                  Re:
      Offer of Employment Dear

                	 
      	 


        

      

    

     

    Steven,

     

    On behalf
of Axion International Holdings, Inc. (the "Company"), I am
pleased to offer you the position of President and Chief Operating Officer,
reporting to and under the direction of the Company's Board of Directors and
Chief Executive Officer. In addition, you also will serve, if elected, at no
additional compensation, in any other position of officer or director of the
Company or any of its subsidiaries. This offer is contingent upon your
successful completion of background screening. Subject to the increases set
forth below, the base salary (the "Base Salary") for this
position is $175,000.00 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;

            


    

     

    
      	
               
      

            	
              ·

            	
              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.

            


    

     

    In
addition, you will be granted options (the "Options") to
purchase up to 1,000,000 shares of the Company's Common Stock. The Options shall
be issued pursuant to and shall remain subject to the Company's proposed 2010
Stock Plan and shall be exercisable for a period of up to seven (7) years from
the Start Date. In the event that the 2010 Stock Plan is not adopted, the
Options shall be on terms substantially similar to those set forth in the
proposed 2010 Stock Plan. The vesting and the exercise price per share of the
Options shall be as follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Vesting

                              	 	
                                No. of Options

                              	 	 	
                                Exercise Price

                              	 
	
                                Immediately
      on Start Date

                              	 	 	150,000	 	 	
                                FMV
      (as defined below)

                              	 
	 
      	 	 	 	 	 	 	 
	
                                1st
      anniversary date of Start Date

                              	 	 	100,000	 	 	$	1.25	 
	 	 	 	 	 	 	 	 	 
	
                                Upon
      the Company achieving $10 million in sales during any fiscal year ("1st
      Milestone")

                              	 	 	250,000	 	 	$	1.50	 
	 
      	 	 	 	 	 	 	 	 
	
                                Upon
      the Company achieving $15 million in sales during any fiscal year ("2nd
      Milestone")

                              	 	 	250,000	 	 	$	1.75	 
	 	 	 	 	 	 	 	 	 
	
                                Upon
      the Company achieving $25 million in sales during any fiscal year ("3rd
      Milestone")

                              	 	 	250,000	 	 	$	2.50	 


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    "FMV" shall mean
"Fair Market Value of a Share of Common Stock" as such term is defined in the
2010 Stock Plan. Except as set forth below, all unvested Options shall be
forfeited upon the termination of your employment with the Company.

     

    Upon the
Company achieving the applicable Milestones, your Base Salary shall be increased
to the amounts set forth below:

    


    
      
        
          
            
              
                
                  	
                          Milestone

                        	 	
                          Base Salary

                        	 
	 	 	 	 	 
	
                          1st
      Milestone

                        	 	$	250,000	 
	 	 	 	 	 
	
                          2nd
      Milestone

                        	 	$	300.000	 
	 	 	 	 	 
	
                          3rd
      Milestone

                        	 	$	375,000	 


                

              

            

          

        

      

    

     

    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 $300,000, payable in a lump sum payment, plus, (y) if such
termination occurs prior to the first anniversary date of Start Date, immediate
vesting of the 100,000 Options which would have otherwise vested on such first
anniversary date.

     

    In the
event that your employment with the Company is terminated as a result of your
death, your estate 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 Board of Directors 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.


    
      
         


      

      
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    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 [**], 2010. If you have any questions, please
feel free to call me at (908) 542-0888.

    


    
      
        
          
            
              
                
                  	 	
                          Sincerely,

                        
	 	
                            
      

                        
	 	/s/
      James Kerstein
	 	
                          James Kerstein

                        
	 	
                          Chief
      Executive Officer

                        


                

                 

              

            

          

        

      

    

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

    


    
      
        
          
            	
                    /s/ Steven Silverman

                  
	
                    Steven
      Silverman

                  
	 
      
	

                    9/23/2010

                  	
                      
      

                  
	
                    Date

                  


          

        

      

    

     

    
      
         


      

      
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    SECTION 409A
ADDENDUM

     

    General. To the
extent applicable, the terms of your employment shall be interpreted in
accordance with, and incorporate the terms and conditions required by, Section
409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the
Department of Treasury Regulations and other interpretive guidance promulgated
thereunder, including without limitation any such regulations or other guidance
that may be issued after the date hereof (collectively, "Section 409A").
Notwithstanding any provision of any agreement between you and the Company to
the contrary, in the event that the Company determines that any compensation or
benefits payable or provided under such agreement may be subject to Section
409A, the Company may adopt (without any obligation to do so or to indemnify you
for failure to do so) such limited amendments to such agreement and appropriate
policies and procedures, including amendments and policies with retroactive
effect, that the Company reasonably determines are necessary or appropriate to
(i) exempt the compensation and benefits payable under such agreement from
Section 409A and/or preserve the intended tax treatment of the compensation and
benefits provided with respect to such agreement or (ii) comply with the
requirements of Section 409A.

     

    Separation from Service
under 409A. Notwithstanding any provision to the contrary in this
Agreement:

     

    No
compensation shall be due upon termination of your employment with the Company
unless the termination of your employment constitutes a "separation from
service" within the meaning of Section 1.409A-1(h) of the Department of Treasury
Regulations; and

     

    If you
are deemed at the time of your separation from service to be a "specified
employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent
delayed commencement of any portion of the termination benefits to which you are
entitled (after taking into account all exclusions applicable to such
termination benefits under Section 409A), is required in order to avoid a
prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion
of your termination benefits shall not be provided to you prior to the earlier
of (i) the expiration of the six-month period measured from the date of your
"separation from service" with the Company (as such term is defined in the
Department of Treasury Regulations issued under Section 409A of the Code) or
(ii) the date of your death. Upon the earlier of such dates, all payments
deferred pursuant to this subparagraph shall be paid in a lump sum to you, and
any remaining payments due shall be paid as otherwise provided in the relevant
agreement; and

     

    The
determination of whether you are a "specified employee" for purposes of Section
409A(a)(2)(B)(i) of the Code as of the time of your separation from service
shall be made by the Company in accordance with the terms of Section 409A of the
Code and applicable guidance thereunder (including, without limitation, Section
1.409A-1(i) of the Department of Treasury Regulations (and any successor
provision thereto); and

     

    For
purposes of Section 409A, your right to receive any installment payments upon
termination of your employment shall be treated as a right to receive a series
of separate and distinct payments; and

     

    The
reimbursement of any expense you are entitled to receive shall be made no later
than December 31 of the year following the year in which the expense was
incurred. The amount of expenses reimbursed in one year shall not affect the
amount eligible for reimbursement in any subsequent year.

     

    
      
         


      

      
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