AMENDMENT NO. 1
TO
TRANSITION SERVICES AGREEMENT
AMENDMENT NO. 1 (this “Amendment”) dated as of October 24, 2007, to the Transition Services Agreement (the “Agreement”) among MPC-PRO, LLC, a Delaware limited liability company and GATEWAY, INC., a Delaware corporation.
WHEREAS, the parties to the Agreement desire to amend the Agreement as set forth in this Amendment; and
ACCORDINGLY, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment and the Agreement, as applicable, and for other good and valuable consideration (the receipt and sufficiency are hereby acknowledged and intending to be legally bound hereby), the parties hereto hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended and restated in its entirety as follows:
In consideration for the Services to be provided by Seller hereunder, Buyer shall pay to Seller a total fee of $6,500,000, payable as follows: (i) one payment of $723,530 due on the second Friday after the Closing Date, (ii) one payment of $805,880 due on the fourth Friday after the Closing Date, (iii) six bi-weekly installments of $764,705 due on the sixth, eighth, tenth, twelfth, fourteenth and sixteenth Friday after the Closing Date and (iv) one payment of $382,360 due on the seventeenth Friday after the Closing Date.
2. Section 2(b) of the Agreement is hereby amended and restated in its entirety as follows:
If any Extended Services are provided by Seller pursuant to Section 3(a), Buyer shall pay to Seller $626,592 for each week or part thereof that Seller performs such Extended Services, payable on the Friday of every week during which such Extended Services are being performed.
3. The Schedules to the Transition Services are hereby amended and restated in their entirety as set forth in Attachment A to this Amendment.
4. This Amendment shall constitute an amendment of the Agreement pursuant to Section 15 thereof. Except as expressly set forth in this Amendment, the Agreement is and shall continue to be in full force and effect and, as so amended hereby, is hereby ratified and confirmed in all respects.
5. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
(MP) 08481/006/TSA/TSA.amend1.doc
6. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
[Signature Page Follows]
(MP) 08481/006/TSA/TSA.amend1.doc
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
MPC-PRO, LLC |
By: | /s/ Jeffrey E. Fillmore |
| Name: | Jeffrey E. Fillmore |
| Title: | COO |
GATEWAY, INC. |
By: | /s/ John Goldsberry |
| Name: | John Goldsberry |
| Title: | SVP & CFO |
[Signature Page to Amendment No. 1 to Transition Services Agreement]
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Transition Governance | | | |
Greg Salley | Transition Governance | • Gateway will maintain a single point of contact with authority to manage all Gateway resources in the performance of transition services. • Gateway will maintain project leads within each functional area to monitor and manage progress against the transition project plan • Gateway will maintain an issue escalation and resolution process through senior management to manage disputes and issues according to the terms of the Purchase Agreement. | 17 weeks (120 days) |
A-1
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Operations | | | |
Kyle Price | New Product Introduction (NPI) | • Validate MRD complete • Manage POR development and release • Identify EOL products and develop EOL management plan • Facilitate design readiness review • Conduct Develop Phase Review • Assure all Readiness reviews complete (material, manufacturing, service, etc...) • Conduct MP/Launch Phase Review | 4 weeks (30 days) |
A-2
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Troy Pliska | Supply Planning | • Oversee/monitor PRO new product and feature launch “assumptions” and changes to existing offering/promos to ensure material feasibility • Interface and collaborate with PRO forecasting team to provide intelligence driving the forecast • Develop PRO MPS/supply plan and pass to ODMs/GCC • Manage Clear to Build (CTB) and daily shortage allocation and procurement escalation • Support ODM prioritization and allocation • Services Includes PRO: DT, NB, SVR, MON, and ACCY | 6 weeks (42 days) |
A-3
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Troy Pliska | Configuration/Product Data Management | • PRO Part creation, setup, maintenance • PRO AML creation, setup, maintenance • PRO Sales BOM creation, setup, maintenance • PRO Configuration rules setup and maintenance • GCC Mfg BOM creation, setup, and maintenance • Web Config “technical merchandizing” – presentation/organization of core system and options • “What’s Changing” document creation and management to feed the web and downstream process • Config Sheet development and maintenance for PRO contract compliance • PRO product technical spec creation and management • Includes system setup for Agile, JDE, GPS (OC 1.5, 2.0, 2.4), GCC QSAP | 17 weeks (120 days) |
Kyle Price | Quality | • Filed escalation support • Manufacturing issue support • Product HOLD and Deviation management • Manufacturing improvement support • Vendor 8D management | 10 weeks (70 days) 17 weeks (120 days) for data flow process |
A-4
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Randy Johnson | Trading Company ROHS compliance | • Initiate RFI for new components • Validate conformance to ROHS standards • Request material composition and test reports for conformance • Submit composition, test and certification reports to configuration management | 10 weeks (70 days) |
Randy Johnson | Co-marketing, supplier funding, tracking and collection | • Tracking of units purchased by commodity • Coordinate rebate amounts through Finance • Follow up Billing/Collection | 17 weeks (120 days) |
Randy Johnson | Finished goods procurement – monitors, monitor build planning and ODM management. | • Forecasting of monitor requirements for CTO demand • Monitor IML inventory & reconcile against forecasted demand • Forecast material requirements in support of monitors • PO’s to support CTO build requirements | 17 weeks (120 days) |
Randy Johnson | Pro Accessory procurement for IML and EDI accessories | • Forecasting of accessory requirements • Monitor IML inventory against forecasted demand • Release PO’s to support accessories • Manage supplier expedites | 17 weeks (120 days) |
Troy Pliska | Supply Planning | • Extended lead time management for PRO delivery date promising tool (JDE & OC) • Service includes PRO: DT, NB, SVR, MON, and ACCY | 17 weeks (120 days) |
A-5
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Randy Johnson | Trading Company | • Evaluate CTO requirements MPS • Forecast consolidated requirements to suppliers • Monitor CTB for supply issues & reconcile against latest MPS • Release purchase orders for CTO buy/sell components • PO delivery & close out • Monitor COA inventory & aging • Maintain COA Pos to support build requirements | 17 weeks (120 days) |
Randy Johnson | E and O Trading company | • Update E&O report with current market value • ODM interface, collection, assembly of parts liability files across CTO ODMs • E&O reserve database management • Quantity risk assessment • Market recovery % assessment • Reserve setting • E&O disposition management & execution • E&O PO/SO liquidation and management • E&O disposition on-site physical count, PN verification, condition inspection, scrap verification | 17 weeks (120 days) |
A-6
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Troy Pliska | E&O ODM Owned | • ODM interface, collection, and assembly of part liability files across all CTO ODMs • E&O reserve database management • Quantity “risk” assessment • Market recovery % assessment • Reserve setting • E&O disposition management and execution • E&O PO/SO liquidation creation and management • Includes both ODM owned-GTW liable and GTW owned at IML inventory liabilities • E&O disposition on-site physical count, PN verification, condition inspection, scrap verification | 17 weeks (120 days) |
Kyle Price | Product Qualification | • Component Qualification (MB, Opticals, HDD, Chassis, PS, Video, add-on, etc...) • System Qualification • Pilot Golden Sample review • Bug list management • MP release support • Sub part quality support | 17 weeks (120 days) |
A-7
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Kyle Price | Develop Operations | • Process DCR, sign-off in Agile, route • Implement DCR • Create & submit CCO for part & BOM creation • Create & submit AML for parts & BOM • Move to production | 6 weeks (42 days) |
Troy Pliska | Quote management, cost set-up, PO audit | • Interface and development of A part cost roadmap to suppliers • PRO system/feature ODM quote development (GCC) and review/audit (ODM) • PRO system/feature cost setup and control • PRO price / invoice (PPV) variance tracking and analysis • PRO 856/810 EDI workbench monitoring and resolution | 17 weeks (120 days) |
Troy Pliska | Pro CTO ODM management | • Monthly RFQ with Quanta & Arima • Evaluate BOM quotes against VE costs • Evaluate monthly layering • Authorize layering | 17 weeks (120 days) |
Dave Schroeder | Inventory Management | • Inventory systems support • BAX management | 17 weeks (120 days) |
Dave Schroeder | Traffic & Logistics | • Support GCC & ODM relationship through partial transition period | 17 weeks (120 days) |
A-8
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Dave Schroeder | Traffic & Logistics | • Production Support- Testing from Order Entry to Varsity through EDI to external parties • Item Weight Maintenance | 17 weeks (120 days) |
Kyle Price | Quality Database | Use of Qpulse | 17 weeks (120 days) |
Gary Elasser / Phil Osako | Software Licenses | Assistance for securing appropriate licenses to applications required for the continuing function of the GCC for which MPC has no current licensing agreement, including but not limited to: a) SAP (26 weeks) b) Agile c) Softthinks d) PC Doctor e) Eurosoft f) Ghost | 4 weeks (30 days), unless otherwise noted in scope of service |
A-9
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Information Technology Services | | | 17 weeks (120 days) |
Responsible parties: Ger Purcell; Timm Hoffman; Hani Yassin
Information Technology services will only include break/fix, application support and maintenance and data extracts will be performed on a commercially reasonable effort basis.
• | This agreement will exclude all enhancements or new project efforts on behalf of Mozart |
• | Table below outline help desk severity levels and response times: | |
After Transition period begins; Gateway will set up Help Desk Services to provide Mozart with issue management, coordination, and resolution. Gateway will provide appropriate personnel for a Help Desk that provides Mozart 24-hour centralized technical assistance seven days a week.
Help Desk Service Levels are as follows: |
Severity Levels
One | The outage terminates the operations of any installation and any workstations comprised therein or the outage corrupts any database used in conjunction with the Software or major function of normal operation and use of the Software has become unusable and there is no workaround available. |
Two | A major function in normal operation and use of the Software has become unstable and there is an awkward work-around or any other function has become unworkable and there is no known work-around |
Three | A major function has become unworkable and there is an effective workaround |
Four | No functional impact on software |
A-10
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
a) | The Gateway Help Desk will log all calls taken, be responsible for problem resolution and call escalation reporting. |
b) The Gateway Help Desk will monitor un-escalated/unresolved calls and communicate to Gateway immediately. Status information on all calls will be maintained by and can be obtained from the Gateway Help Desk.
c) The Gateway Help Desk will initiate escalation of unresolved calls to the appropriate responsibility level as designated by Gateway for resolution.
Time to Start and Target to Fix Times for each Severity Levels
One | Time to Respond: 15 minutes Time to Start: 0 to 2 hours Target to Fix: 6 hours First update will be provided within 1 hour of initial call Further updates will be made every 2 hours Resolutions will be documented and provided back within 24 hours of resolution |
Two | Time to Respond: 15 minutes Time to Start: 0 to 4 hours Target to Fix: Less 24 hours First update will be provided within 1 hour of initial call Further updates will be made every 2 hours Resolutions will be documented and provided back within 24 hours of resolution |
Three | Time to Respond: 15 minutes Time to Start: Less than two days Target to Fix: Less than seven days First update will be provided within 1 hour of initial call Further updates will be made every 4 hours Resolutions will be documented and provided back within 24 hours of resolution |
A-11
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Four | Time to Start: Next Update/Patch Target to Fix: Next Update/Patch |
a) | Mozart will provide appropriate security rules for validating user access to Help Desk Services. |
b) Mozart will provide to Gateway appropriate access to any data reasonably necessary to assist in the security validation process.
c) | Mozart will provide escalation points and contacts at Gateway for the Help Desk. |
Gateway will provide application access to those resources transitioned as of the effective date of the Purchase Agreement. Additional requests for access must be approved by a central point of contact within Mozart and are subject to approval by the Gateway business application owner and IT security management.
There will be a scheduled maintenance window for applications and servers of approximately four hours per month. Generally, one week’s notice will be provided. However, Gateway reserves the right to perform maintenance as required to ensure proper function of the systems.
Gateway will continue to provide the current level of disaster recovery support to all in-scope applications.
Gateway will create data extracts to support the transition of services. Requests for data must be submitted by a central point of contact within Mozart and is subject to the approval of the appropriate Gateway business owner.
A-12
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
A-13
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Web | Gateway Select | | |
Bart Brown Gregg Goodman | New Account Setup | Manage the setup and deployment of new Gateway Select sites based on requests from the Sales Team | 0 weeks |
Bart Brown Gregg Goodman | Issue Resolution | Manage and work with IT/Marketing Ops on Gateway Select issues identified by the Sales Team | 17 weeks (120 days) |
Bart Brown Gregg Goodman | Gateway Select Admin Training | Provide 5 day intensive training to Mozart on Gateway Select administration | 1 weeks (7 days) |
Bart Brown Gregg Goodman | Gateway Select Rep Training | Provide monthly training classes on Gateway Select to Sales Team | 0 weeks |
Bart Brown Gregg Goodman | Gateway Select Roadmap | Provide Mozart with Gateway Select Roadmap documentation. Conduct a 2 day Roadmap review with Mozart team | 0 weeks |
| eMarketplace | | |
Bart Brown Gregg Goodman | New Account Setup | Manage the setup and deployment of new eMarketplace sites based on requests from the Sales Team | 0 weeks |
Bart Brown Gregg Goodman | Issue Resolution | Manage and work with IT/Marketing Ops on eMarketplace issues identified by the Sales Team | 17 weeks (120 days) |
Greg Goodman | ISM | Transition ISM & provide Docs. | 1 weeks, (7 days) |
A-14
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Web | Gateway .com | | |
Bart Brown Gregg Goodman | New Product Introductions | Support the launch of new products for Professional Direct (Government, Education, Medium/Large Businesses) on Gateway.com through Gateway’s existing NPI process. | 0 weeks |
Bart Brown Gregg Goodman | Microsite development | Support the launch of product/services microsites on Gateway.com. | 0 weeks |
Bart Brown Gregg Goodman | Promotions | Manage the on-going merchandizing (coupons, banner ads within Gateway.com) for Small Business | 0 weeks |
A-15
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Financial Services | | | |
Neal West | New customer Set up | This Service will be done Mozart resources effective Day 1 | None |
Neal West | Customer Record Maintenance | This Service will be done Mozart resources effective Day 1 | None |
Neal West | Customer Credits Maintenance | This Service will be done Mozart resources effective Day 1 | None |
Neal West | Sales order holds management | This Service will be done Mozart resources effective Day 1 | None |
Neal West | Customer invoice services | This Service will be done Mozart resources effective Day 1 Gateway will provide Invoice data Output file to Mozart for their processing, printing and distribution. See Assumptions! | None |
Neal West | Invoice to Mozart for products shipped and other Bill through items | Bill will be accumulated and produced to Mozart products sold to Mozart and service provided to Mozart as a bill through process | 17 weeks (120 Days) |
Neal West | Accounts receivable services (Trade sales) | Gateway resources moving to Mozart will be responsible for this task. | None |
A-16
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Neal West | Accounts receivable services (Buy /Sell) and Mfg goods | Adjustments required for Buy/sell and Manufactured goods activity | 17 weeks (120 Days) |
Neal West | Accounts receivable services Collections | Gateway resources moving to Mozart will be responsible for this task. (See SOX security assumption) | None |
Neal West | New Inventory Vendor Set Up | Mozart transition resources will provide this function .This is anticipated to have very limited activity because inventory tracking and management will be the only Mozart vendor activity to continue on JDE. (See SOX Security assumption) | None |
Neal West | Non Inventory new vendor set up or vendor records Maint. | Not anticipated to be processed on JDE. | None |
Neal West | Inventory Vendor Maint. | Mozart transition resources will provide this function .This is anticipated to have very limited activity because inventory tracking and management will be the only Mozart vendor activity to continue on JDE. (See SOX Security assumption) | None |
A-17
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Neal West | Service Inventory Accounts payable Invoice logging/vouchering | It is anticipated that other than service parts inventory there should be no need to process invoices for Mozart on JDE. Invoices for Inventory will be processed on JDE as they match to related receipts, this will be done via employees moving to Mozart staff on Day1. | None |
Neal West | Non-inventory Accounts payable Invoice logging/vouchering | It is anticipated that other than service parts inventory there should be no need to process invoices for Mozart on JDE. All invoice that are Mozart’s responsibility that are not for service inventory are to be forward to resources that will voucher these bills their existing ERP or payment processing system. | None |
Neal West | Accounts payable Payment processing | Gateway will process invoices for ODM purchases. Buy/sell products, Freight and other services. As such gated will process payments and route disputed pricing to the appropriate resources to resolution. Limited to ACH or Wires. | 17 weeks (120 Days) |
A-18
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Neal West | Commission tracking data extract and delivery service | Gateway will provide to Mozart data that is currently extracted from sale activity to calculate Sales commissions. It is assumed that all employees will stay in the same groupings that currently exist that support the current Commission Calculation. | 17 weeks (120 Days) |
Neal West | Contract compliance reporting | This is assumed to a transitions service from Gateway utilizing Gateway resources while the sales are processed on JDE. | 17 weeks (120 Days) |
Neal West | Accounting to royalties | This will move to Mozart along with the resources assigned to this function after the GCC inventory is moved. Estimated time is 4 weeks after Day 1. | 4 weeks (30 days) |
Neal West | Inventory accounting services | Gateway will be responsible for establishing, maintaining and monitoring inventory including physical inventory, inventory reconciliation and adherence to SOX controls during the transitions period. For inventory accounted for on the JDE inventory system. | 17 weeks (120Days) |
Neal West | Inventory Costing services | Gateway will be responsible for establishing and maintaining standard cost for all parts process on JDE. For parts source solely in support of products transitioned to Mozart these cost will be provided by Mozart. For common parts Gateway will use the current process for establishing Standard cost. See Assumption about Cost differences. | 17 weeks (120 Days) |
A-19
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Neal West | Inventory finance product data management service | Gateway will be responsible for establishing and maintaining Product data management information related to proper accounting to products being sold by or supported by Mozart (includes Finance agile approval and set up). | 17 weeks (120 Days) |
Neal West | Sales and use tax services | Mozart will file and report Sales tax associated all orders fulfilled on Mozart behalf | 17 weeks (120 Days) |
Neal West | Credit card transaction support | Assuming Gateway can process payment from credit card companies for companies other than Gateway related companies, Gateway will act as a Collection agent on this revenue associated with both Gateway and Mozart orders. The following day any collection of credit card payment made to Gateway on behalf of Mozart will be transfer via a wire payment to Mozart’s bank account. | 17 weeks (120 days) |
Neal West | Lockbox services | Since the order are to be processed under the existing Gateway company the Collection of funds related to these orders will be made by Mozart resources and on a daily basis ( the previous day’s applications of cash to Mozart order (order fulfilled after Day 0) will be process over to Mozart | 17 weeks (120 days) |
A-20
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Neal West | Vendor returns services | New and Used - where possible Gateway will drive Mozart to serve as the Return to Vendor. However if Mozart does not have a relation ship with a given OEM Gateway we receive the Goods from Mozart and process these RTV submit the result of the RTV process to Mozart. | 17 weeks (120 days) |
Neal West | Service Billing reconciliation and Bill forward | Resources responsible for this function will transition to Mozart as a result this will not be a transition service from Gateway | None |
Neal West | Internal audit | Mozart to provide their our resources to support any Internal or external Audit requirements | None |
Neal West | Contract /Customer compliance | Mozart will be getting resources that Address these requirements and as a result Gateway will not be providing this as a Transition Service | None |
Neal West | Office service | Gateway assumes that resources on the ground on Day 1 will continue to utilize Gateway office services for the period of time identified here. | 17 weeks (120 days) |
A-21
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Neal West | Data Retention (Day 1 and Forward) | Gateway assumes that resources on the ground on Day 1 will utilize Gateway data retention resources for the period of time identified here. | 17 weeks (120 days) |
Neal West | Data Retention (History) | We will provide historical required Doc over the next several months | None |
Neal West | General Ledger | Gateway will provide resources to produce monthly Financial transactions Information on a monthly basis. | 17 weeks (120 Days) |
Neal West | Transportation billing | Gateway will continue to receive all billing for transportation. Subsequently allocate will be based on the shipment in associated with Mozart defined in the billing detail | 17 weeks (120 days) |
A-22
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
CC & S | | | |
Ken Kearns | Warranty obligation transfer | Provide list of install base customers, service entitlements for in warranty and lifetime support obligations | 2 weeks (14 days) |
Ken Kearns | Buy Sell of inventory from Mozart to/from Gateway warehouse | Buy & sell services of inventory to/from Mozart warehouse during inventory planning & forecasting development, to help build inventory accuracy from first phase of inventory transfer | 14 weeks (92 days) |
Ken Kearns | Service Depot Customer & invoice | Manage service depot transactions during phase I until integration to separate Mozart from Gateway dispatches is complete | 17 weeks (120 days) |
Ken Kearns | COA management | COA management | 4 weeks (30 day) |
Ken Kearns | Call Routing Services (call management) | Tuvox call routing, telecom management services, TNT transfer of live calls that mis-route, serial # logic management | 10 weeks (70 days) |
Ken Kearns | Onsite Dispatch | Onsite dispatch service – dispatch onsite services | 0 weeks |
A-23
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Ken Kearns | Order Entry | Manage order exceptions that fail to integrate from Siebel to JDE, manage order kickbacks from JDE/Siebel due to order entry mistakes from tech agent | 0 weeks |
Ken Kearns | Service Dispatch | Manage service depot repair exception issues, out of warranty billing, WIP management | 0 weeks |
Ken Kearns | Manual Order flip of orders to Mozart Warehouse (for rpl fulfillment) | Manually flip orders to be filled out of Mozart Warehouse until all assets transitioned | 17 weeks (120 days) |
Ken Kearns | NEW Claims processing | • Reconcile claims weekly for NEW processing • Include cross training MPC team member in function | 8 weeks |
Ken Kearns | Invoice reconciliation | A. Vendors where Mozart establishes direct bill relationship B. Vendors where Mozart will not establish a relationship but provide service, GTW will bill through | A. 8 weeks (60 days) B. 17 weeks (120 days) |
Ken Kearns | Contact forecasting | Forecasting estimated number of voice & support events to meet contract requirements with partners for staffing requirements | 6 weeks (42 days) |
Ken Kearns | Inventory Forecasting | Forecasting inventory requirements for warranty support | 8 weeks (56 days) |
Ken Kearns | Procurement of inventory | Procurement of inventory & knowledge transfer | 10 weeks (70 days) |
Ken Kearns | IBM Parts forecasting & Parts management | Parts forecasting for central and forward stock locations to support 2 & 4 hour | 0 weeks |
A-24
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Ken Kearns | Service Readiness for products in pipeline to be launched | Service planning, SBOM setup, other readiness functions | 17 weeks |
Ken Kearns | Training & content management | Ongoing weekly training development and management | 4 weeks (30 day) |
James Vick | Customer Satisfaction Surveys | Ongoing surveys conducted by 3rd party on customer satisfaction | 0 weeks |
James Vick | GRIT Management | Receiving exceptions processing of orders – issues where orders cant be received due to partial orders, incorrect items, system issues, etc | 17 weeks |
Ken Kearns | Substitution Tables | Management parts substitution for parts issues/out of stock subs | 17 weeks |
Ken Kearns | Gateway.com eSupport routing development | Development to route email & chats to Mozart | 0 weeks |
Ken Kearns | Email & chat support | Continue email & chat support via outsourcing bill back | 0 weeks |
Ken Kearns | Reporting & data analysis | Provide PRO reporting | 17 weeks |
Ken Kearns | Physical Inventory Audit/management | Physical inventory of inventory transition | 8 weeks (60 days) |
Ken Kearns | ERT | Provide Executive Routing Team escalation services | 2 weeks (14 days) |
James Vick | RTV | Provide RTV management services | 4 weeks (30 days) |
A-25
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
James Vick | IML Monitor Fulfillment | Process Order Entry functions for Monitor RPL | 17 weeks |
A-26
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Products | | | |
Gary Elsasser Dennis Stone | Product roadmap support | Supply current product planning roadmaps and product PORs | 4 weeks (30 days) |
Gary Elsasser Dennis Stone | Microsoft waiver requirements (reporting, etc.) | Outline of existing S/W agreements. | 2 weeks (14 days) |
Gary Elsasser Dennis Stone | Software imaging knowledge transfer | Outline of S/W Imaging tools and deployment method. | 17 weeks (120 days) |
Gary Elsasser Dennis Stone | Software imaging support | Assist in issue resolution with respect to Image deployment. | 17 weeks (120 days) |
Gary Elsasser Dennis Stone | Maintain the list of products being licensed | Outline of licensed products | 2 weeks (14 days) |
Gary Elsasser Dennis Stone | Sustaining engineering services | Access to existing knowledge base and ongoing issue resolution | 17 weeks (120 days) |
Gary Elsasser Dennis Stone | Documentation | Needed documentation | 17 weeks (120 days) |
Gary Elsasser Dennis Stone | Display and Mobile | Engineering Knowledge transfer and continued support of the qualification process (specific to displays and mobiles) | 17 weeks (120 days) |
Gary Elsasser | Product Management | Ongoing Product Management | 17 weeks (120 days) |
A-27
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Segment Mkt. | | | |
John Costello | Forecasting | • Develop PRO ongoing demand plan (weekly basis) and pass to supply planning • Train Mozart representatives on processes and tools used in demand planning | 12 weeks (90 days) |
John Costello | Pricing and Configuration | • Manage PRO new product and feature launch “assumptions” and changes to existing offerings • Interface with forecasting team to provide intelligence driving the forecast • Maintain pricing models and configuration / promotion roadmaps. | 12 weeks (90 days) |
John Costello | Segment Marketing | • Transition specific segment marketing initiatives and activities to Mozart’s marketing team. • Small Business • CCP • 1-to-1 Computing | 2 weeks (14 days) |
A-28
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
John Costello | Analytics | • Continue driving daily / weekly mgt. reporting / metrics • Support forecasting team in big deal pipeline mgt. and forecasting • Transition BI relationships to Mozart | 12 weeks (90 days) |
John Costello | MDF Program Mgt. | • Ongoing MDF Program Management & Knowledge Transfer • Ongoing Sales Incentive Program Management & Knowledge Transfer | 12 weeks (84 days) |
A-29
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Facilities Support Services | | | |
Garry Jaquess Lazane Smith | Facilities Build-out Project Management | Gateway will plan and manage the initial facilities build-out. | 17 weeks (120 days) |
Garry Jaquess Lazane Smith | Facilities access | Gateway will maintain the physical security system for the Argentina building location. Additional requests for access will be approved by on-site Mozart management and submitted to the Gateway security manager for approval and implementation. | 17 weeks (120 days) |
Garry Jaquess Lazane Smith | Maintenance services | Gateway will continue to provide the current level of maintenance services to the physical plant until MPC relocates to the Argentina building. At that point, MPC will handle this service directly. | 12 weeks (90 days) |
Garry Jaquess Lazane Smith | Custodial services | Gateway will continue to provide the current level of custodial services to the physical plant | 8 weeks (60 days) |
A-30
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Garry Jaquess Lazane Smith | Initial move of transitioned employees, furniture and equipment | Gateway will move the transitioned employees to the designated locations in the Argentina facility. For the purpose of clarity, any third party cost incurred by Gateway will be passed through to MPC. Gateway will not contract with third parties without MPC’s written consent. | 17 weeks (120 days) |
Garry Jaquess Lazane Smith | Employee physical moves | On an on-going basis Gateway will perform physical moves & changes for the Argentina employees’ furniture & equip until MPC has completely relocated to the Argentina building. At that point, MPC will handle this service directly. For the purpose of clarity, any third party cost incurred by Gateway will be passed through to MPC. Gateway will not contract with third parties without MPC’s written consent. | 12 weeks (90 days) |
A-31
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Human Resource Services | | | |
Anitta Spenner Lazane Smith | HR | Requests for research, reporting, issues resolution and/or other HR Services that may be required to support MPC in a successful transition | 6 weeks (42 days) Covering 2 payroll cycles |
Lazane Smith / Anitta Spenner | Compensation | • Assistance calculating final Q3 commission payments • Transition calculation methodologies to MPC Comp team | 6 weeks (45 days) |
A-32
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
Marketing Communications & Training | | | |
John Carson | Advertising & Media | Program training & knowledge transfer Assumption: No Advertising & Media personnel will transfer to Mozart We will train on all key facets of Pro demand generation: - Variable Demand Generation (operations) - Budgeting, Planning - Sales/Campaign Synchronization - ROI expectations - Variable Demand Generation (vehicles) - e-Mail, Direct Mail, Search, Banner, Affiliates, Print, Catalogs - Fixed Demand Generation (not including CRM) - Vendors (expectations & contract status) - CRM (transition of CMDB) - Required Resources & Processes - Database Management (Do Not Email process, CAN/Spam) | 2 weeks (14 days) |
A-33
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
John Carson | Sales Communications | Program training & knowledge transfer Assumption: the NSC Sales Communications person (Jonathan Jansen) will become part of Mozart We will train on the goals and process of managing all sales communications to both the inside and field sales people: - Monthly Calendar - Types and Content - Schedule and approval process | 0 weeks |
John Carson | CRM | Program training & knowledge transfer Assumption: No CRM personnel will transfer to Mozart We will train on the CRM Partners and Processes - Transition of Pro Customers from CMDB - Required Resources (internal and 3rd party) - Database Management (Do Not Email process, CAN/Spam) | 0 weeks |
John Carson | Trade Shows | Program training & knowledge transfer Assumption: Our NSC Trade Show personnel will transfer to Mozart The Senior Manager, Trade Shows will train on all aspects of budgeting, planning, execution, lead tracking and ROI. | 0 weeks |
A-34
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
John Carson | Public Relations | Program training & knowledge transfer Assumption: No PR personnel will transfer to Mozart We will train on all key facets of our Pro PR program: - PC Technology Enthusiasts, business press, major newspapers, second-tier newspapers, wire services, online & columnists, TV (via tours), radio, freelancers and contributors. | 1 weeks (7 days) |
John Carson | Branding | Program training & knowledge transfer Assumption: No Branding personnel will transfer to Mozart No training required. | 0 weeks |
John Carson | Messaging | Program training & knowledge transfer Assumption: No Messaging personnel will transfer to Mozart We will provide training on the creation and usage of our “Whys” messaging, including product/solutions message guides, the Whys PowerPoint presentations (for NDA prior to announcements, and training), and the connection with marketing, PR and all customer and sales communications. | 0 weeks |
John Carson | Product Training | Program training & knowledge transfer Assumption: our NSC Training team will take primary responsibility for Product Training (no Irvine Product Training personnel will transfer to Mozart) We will provide training on the process and components of product training (see sales tools below). We will describe our product and solutions training processes and timing. | 0 weeks |
A-35
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
John Carson | 3rd Party Training | Program training & knowledge transfer Assumption: our NSC Training team will take primary responsibility for 3rd Party Training & Coordination We will provide an overview of our coordination and management of Intel, Microsoft, Hitachi, Epson and other vendor training. | 0 weeks |
John Carson | Sales Tools | Program training & knowledge transfer Assumption: our Irvine Sales Tools & Training team will not transfer to Mozart We will provide training on all tools, starting with the Symphony Sales tool (how it’s organized, update process and schedule, etc.) and including collateral, and ROI calculators. | 1 week (7 days) |
John Carson | Skills & Solutions training | Tools training & knowledge transfer Assumption: our NSC Training team will transfer to Mozart and manage this training We will train on the Skills Training (prospect qualification, presenting skills, objection handling, negotiating, etc), and on our process of Solutions Training. | 0 weeks |
A-36
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
John Carson | Market readiness | Program training & knowledge transfer Assumption: No Market Readiness personnel will transfer to Mozart We will train on the Market Readiness process we’ve adopted to track all activities that need to occur during the product development process (master process steps, red/yellow/green spec process, tracking and reporting, engagement with development and OEM partners for all dependent components, etc.). | 0 weeks |
John Carson | Event Marketing | Program training & knowledge transfer We will train on the customer advisory board and EBC processes and programs. | 2 weeks (14 days) |
John Carson | MDF | Third Party Funding | 2 weeks (14 days) |
A-37
(MP) 08481/006/TSA/TSA.amend1.doc
Attachment A
Project Symphony Transition Services Schedules
All Time Periods begin at Closing Date
Organization | Function | Scope of Service | Time Period |
SW&P | | | |
Randy Farwell / Steve Groetken | Software & Peripherals | Product Management •Transition Software and Peripheral product management to MPC staff: •Maintain current product offering, introducing only those components pertaining to our critical product launches. | 12 weeks (90 days) |
Randy Farwell / Jeff Hammerstrom | Services Product Management | Transition certain Services product management to MPC team: • Maintain current Custom & Professional Product Portfolio • Maintain current Warranty & Support Product Portfolio • Introduce only those new services offerings pertaining to critical product launches or strategic accounts | 12 weeks (90 days) |
Organization | Function | Scope of Service | Time Period |
Procurement | | | |
Randy Farwell / Steve Groetken | 3rd Party Procurement/Digital River Catalog Process | Gateway to maintain current 3rd party/Digital River catalog offering
Process to include: -product offering definition, -pricing updates -procurement of product and order fulfillment -end of life management -TAG up sell order fulfillment | 12 Weeks (90 days) |
Dave Schroeder | Open License Program Management | Gateway to maintain the existing MS Open License Program | 17 Weeks (120 days) |
A-38
(MP) 08481/006/TSA/TSA.amend1.doc
