EXHIBIT 10.23.1
CONFIDENTIAL TREATMENT REQUESTED
AUTHORIZED INTERNATIONAL DISTRIBUTOR AGREEMENT
AMENDMENT NO. 1
This Amendment to the Authorized International Distributor Agreement (the
"Agreement," effective as of June 1, 2000, between the parties), is entered into
effect on July 1, 2003 by and between FormFactor, Inc, (hereinafter "Company")
and Spirox Corporation (hereinafter "Distributor").
The purpose of this Amendment is to incorporate a detailed Distributor
Compensation Matrix, agreed by Company and Distributor, as an integral part of
the Agreement. All capitalized terms used but not defined in this Amendment
shall have the meaning as specified in the Agreement. The Distributor
Compensation Matrix and its terms and conditions as stated in the form of
explanatory notes are attached as follows:
DISTRIBUTOR COMPENSATION MATRIX(1)
Service, New
End Sales & Design Support & Customer
Customer(2) Partner Logistics(3) Win(4) Applications(5) Incentive(6) COMMENTS(7,8,9,10)
- ----------- ------- ------------ ------ --------------- ------------ ------------------
* * * * * * * * *% * * *% * * *%
* * * no partner * * *% * * *% * * *%
* * * * * * * * *% * * *%
* * * * * * * * *% * * *% May increase by mutual
agreement of the parties
if design win is in * * *
* * * * * * * * *% * * *%
* * * * * * * * *% * * *% * * *%
* * * no partner * * *% * * *% * * *%
* * * no partner * * *% * * *% * * *%
* * * * * * * * *% * * *%
* * * * * * * * *%
* * * * * * * * *%
* * * * * * * * *% * * *% * * *%
* * * * * * * * *% * * *% * * *%
* * * * * * * * *%
* * * * * * * * *% * * *%
* * * no partner * * *% * * *% * * *%
* * * no partner * * *% * * *% * * *% * * *%
* * * no partner * * *% * * *% * * *%
* * * * * * * * *% * * *%
* * * * * * * * *% * * *% * * *% May increase by mutual
agreement of the parties
if design win is in * * *
* * * no partner * * *% * * *% * * *% * * *%
* * * * * * * * *%
* * * * * * * * *%
FormFactor Confidential Page 1 of 2
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
Note 1 Compensation calculation is as described in the Agreement.
Note 2 Should new customer engagements not covered by this matrix occur,
Distributor shall promptly notify Company and Company and
Distributor shall agree in good faith as to the appropriate
discount/commission, and update the matrix accordingly. Regarding
customers in the Territory that have Company Products consigned by
parties outside of the Territory, e.g., * * *, etc., Distributor
shall be eligibly for the "Sales & Logistics" portion of the
compensation in addition to the Service, Support & Applications
portion, as soon as these customers change their procurement model
from their current method into buying Company Products locally from
the Distributor.
Note 3 Sales & Logistics include PO and billing/collections transactions.
Note 4 Design Win Compensation is paid only if Distributor engages in
significant activities contributing towards having FFI selected as
the supplier. For example, Design Win activities may include Issuing
of * * *, supplier selection engagement, or technology development.
Note 5 Service, Support & Applications includes the technical support of
the Products that includes installation, on-going technical service
and trouble-shooting and SAR processes.
Note 6 New Customer Incentive shall be an incentive offered for a term of
* * * after the date of the first article PO.
Note 7 According to the Agreement, Distributor is responsible for
determining, negotiating, and finalizing the final price to be paid
by end customers of Company Products in the Territory.
Note 8 In the cases where products are sold in other regions and
transferred into Distributor's Territory for Service, Support &
Applications, Company shall pay * * * to Distributor according to
the terms of the Agreement.
Note 9 Company shall purchase * * * - * * *, for Company's ASC.
Note 10 The term of this Distributor Compensation Matrix shall follow the
term of the Agreement with periods of one-year automatic renewal
unless the Agreement is terminated according to the terms of the
Agreement.
COMPANY DISTRIBUTOR
/s/ Peter B. Mathews July 1, 2003 /s/ Tony Lee July 1, 2003
- ------------------------------------ ------------------------------------
July 1, 2003 July 1, 2003
Peter B. Mathews Tony Lee
Vice President of Sales Vice President, T2 Division
FormFactor, Inc. Spirox Corporation
FormFactor Confidential Page 2 of 2
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.