EXHIBIT 10.24*
AMENDMENT TO THE
ONLINE STORE OUTSOURCING AGREEMENT
This Amendment, dated January ____, 2002 ("Amendment") to the Online Store
Outsourcing Agreement dated June 9, 2000 ("Agreement") by and between
Stamps.com, Inc. ("Stamps.com") and Office Depot, Inc. ("Store Operator").
WHEREAS, Stamps.com and Store Operator desire to amend certain portions of
the Agreement as described herein.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants hereinafter set forth, Stamps.com and Store Operator agree as follows:
1. Section 6.1(1) is deleted in its entirety and Store Operator has no
further monetary obligation nor liability to Stamps.com pursuant to
this section, except as may be set forth in this Amendment.
2. Section 6.1(2) is deleted in its entirety and replaced with the
following: "Bounty. Effective January 1, 2002 and during the remainder
of the Term, Store Operator shall pay Stamps.com a _____________
("Store Operator Bounty") of _______ for each Qualified Referral who
has not bought from the Store Operator Online Store in the twelve (12)
months immediately preceding the date of this Amendment."
3. Section 6.1(3) is deleted and replaced in its entirety with the
following: "Royalty. During the Term, Store Operator shall pay
Stamps.com a royalty ("Store Operator Royalty") equal to _______
percent (__%) of Gross Store Revenue from Qualified Referrals existing
as of December 31, 2001, whether such Gross Store Revenue is received
by Store Operator prior or subsequent to December 31, 2001."
4. Section 6.2 (1) is deleted and replaced in its entirety with the
following: "Bounty. Effective January 1, 2002 and during the remainder
------
of the Term, Stamps.com shall pay Store Operator: (i) ________________
for each New Customer who registers for Stamps.com's Simple Plan
pricing plan through a direct traceable hypertext link from a
promotion on the Store Operator's website located at
http://www.OfficeDepot.com ("Store Operator Site") or electronic mail
--------------------------
sent by Store Operator; (ii) __________________ for each New Customer
who registers for Stamps.com's Power Plan pricing through a direct
traceable hypertext link from a promotion on the Store Operator Site;
(iii) __________________ for each New Customer who registers for
Stamps.com's Simple Plan pricing plan as a direct traceable result of
a promotion in the Store Operator's retail stores; and (iv)
__________________ for each New Customer who registers for
Stamps.com's Power Plan pricing plan as a direct traceable result of a
promotion in the Store Operator's retail stores ("Stamps.com Bounty").
Stamps.com reserves the right to redesign or modify its pricing plans
at any time. In the event such modifications
* Portions of this exhibit have been redacted for confidential information.
materially affect the Stamps.com Bounty, Stamps.com and Store Operator
agree to work together in good faith to create a mutually acceptable
alternative bounty structure."
5. Section 6.2 (3) and the first sentence of section 6.5 of the Agreement
are deleted in their entirety and Stamps.com has no further monetary
obligation nor liability to Store Operator pursuant to those sections,
except as may be set forth in this Amendment.
6. The second, third, fourth and fifth sentences of section 6.5 of the
Agreement are deleted in their entirety and replaced with the
following: "All Vouchers, except Vouchers for free promotional postal
scales, purchased by Stamps.com after January 1, 2002 and during the
Term shall be purchased at _____________. All Vouchers purchased by
Stamps.com after January 1, 2002 shall be used by Stamps.com for
promotional or other purposes, as shall be determined by mutual
written agreement of the Parties."
7. The following provision shall be added to the Agreement: "Stamps.com
shall supply, or cause third parties to supply, to Store Operator such
quantities of promotional Stamps.com postal scales as may be
reasonably requested by Store Operator in order to fulfill orders from
Stamps.com customers who redeem Stamps.com coupons for such Stamps.com
postal scales ("Postal Scale Coupon(s)"). Store Operator's purchase
price for such Stamps.com promotional postal scales shall be _______
per promotional postal scale, which amounts shall be payable to
Stamps.com or the third party supplying the postal scale. Stamps.com
shall pay to Store Operator _______ in Vouchers for each such
promotional Stamps.com postal scale delivered to a person who redeems
a Postal Scale Coupon. In the event of failure by Store Operator to
process Postal Scale Coupons, any person who redeems a Postal Scale
Coupon by telephone or any means other than online shall be deemed a
Qualified Referral and shall be accounted for as such for purposes of
payment by Store Operator pursuant to Section 6.2(1) as amended
hereunder."
8. Section 8.1 shall be deleted and replaced in its entirety with the
following: "Term. This Agreement shall commence on the ----Effective
Date and shall continue in full force and effect until June 9, 2004
(the "Term"), unless earlier terminated pursuant to the terms hereof."
9. Section 8.2 shall be amended to add the following: "Either Party may
terminate this Agreement without cause after June 9, 2002 by providing
the other Party with ninety (90) days' prior written notice."
10. The last two sentences of Exhibit E. 1. are deleted and replaced with
the following; "Store Operator shall use commercially reasonable
efforts to comply with the distribution commitments set forth herein."
* Portions of this exhibit have been redacted for confidential information.
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11. The second paragraph of section 7 in Exhibit E shall be deleted and
replaced with the following: "Store Operator agrees to use
commercially reasonable efforts to update, or correct any inaccuracies
in, information provided by Stamps.com to Store Operator for use on
the Online Store, including without limitation pricing and product or
service descriptions, within one week of notification by Stamps.com."
12. In full satisfaction of its respective payment obligations arising
under the Agreement prior to the date of this Amendment, each Party
shall, no later than the close of business on January __, 2002, pay to
the other Party all of its outstanding accounts payable under the
Agreement as of December 31, 2001. For purposes of this section 9, the
Parties agree that the outstanding accounts payable as of December 31,
2001 are as follows: Stamps.com shall pay Store Operator _______; and
Store Operator shall pay Stamps.com _______, which amount includes
compensation to Stamps.com for _______ Qualified Referrals lost due to
various technical difficulties at the Store Operator Online Store
between the Effective Date and the date of this Amendment.
13. The following provision shall be added to the Agreement: "Store
Operator shall carry existing and future Stamps.com proprietary label,
envelope, postal scale and printer products so long as sales volumes
of such proprietary products exceed such minimum volumes as the
Parties shall negotiate in good faith."
14. Section 3.2 shall be amended to add the following: "Notwithstanding
the foregoing, Stamps.com may establish its own online store solely
for the sale of Stamps.com proprietary label, envelope, postal scale
and printer products."
Any capitalized terms used herein and not otherwise defined will have the
meanings given to them in the Agreement. Except as provided in this Amendment,
all of the terms and conditions of the Agreement, as previously amended, will
remain in full force and effect. In the event of any conflict between the terms
of the Agreement and the terms and conditions of this Amendment, this Amendment
will govern.
* Portions of this exhibit have been redacted for confidential information.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment.
OFFICE DEPOT, INC. STAMPS.COM, INC.
By:__________________________ By:_________________________
Name:________________________ Name:_______________________
Title:_______________________ Title:______________________
Date:________________________ Date:_______________________
* Portions of this exhibit have been redacted for confidential information.
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