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EXHIBIT 10.2(d)
AMENDMENT NO. 3 TO THE
LARGE ACCOUNT RESELLER REBATE ADDENDUM TO THE
MICROSOFT CHANNEL AGREEMENT
This Amendment No. 3 ("Amendment") amends that certain Large Account Reseller
Rebate Addendum (as previously amended the "Addendum") to The Microsoft Channel
Agreement (as previously amended the "Agreement") dated July 1, 1995, between
MICROSOFT CORPORATION ("MS") having its principal place of business at One
Microsoft Way, Redmond, WA 98052 and SOFTWARE SPECTRUM, INC. ("CUSTOMER")
having its principal place of business at 2140 Merritt Drive, Garland, TX
75041. The Addendum is hereby amended as follows:
2. TERM AND TERMINATION
The first sentence of the section is replaced with the following:
"This Addendum shall be effective as of January 1, 1997, and shall expire June
30, 1997."
Section 6, Failure to Execute, is replaced in its entirety with the following:
"6. FAILURE TO EXECUTE
CUSTOMER shall not be eligible to receive Rebates or Opportunity Marketing
Funds until both CUSTOMER and MS have executed this Addendum. Should CUSTOMER
fail to execute, or should MS be unable to execute this Addendum by January 1,
1997, for each full month after January 1, 1997, in which this Addendum is not
executed, CUSTOMER shall forfeit such month's Achievement Rebate."
SCHEDULE D, REBATE PROGRAM GUIDELINES.
Schedule D is replaced in its entirety with the attached Schedule E.
IN WITNESS WHEREOF, the parties have signed this Amendment on the date
indicated below. This Amendment is hereby made part of the Addendum. All terms
and conditions of the Addendum not amended herein shall remain in full force
and effect. This Amendment is not binding until executed by MS.
AGREED AND ACCEPTED TO BY AGREED AND ACCEPTED TO BY
MICROSOFT CORPORATION SOFTWARE SPECTRUM, INC.
("MS") ("CUSTOMER")
By: /s/JOHAN LIEDGREN By:/s/KEITH R. COOGAN
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Johan Liedgren Keith R. Coogan
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Name (please print) Name (please print)
Director, Channel Policies Executive Vice President - COO
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Title Title
1/17/97 January 8, 1997
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Date Date
Microsoft Confidential - Disclosure Prohibited
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SCHEDULE E
JANUARY - JUNE,1997
LARGE ACCOUNT RESELLER
REBATE GUIDELINES
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SELECT REBATE PROGRAM OVERVIEW
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PROGRAMS: Microsoft offers four (4) Select rebate programs for the January -
June, 1997 Rebate period:
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REBATE PROGRAM MAXIMUM PERCENTAGE AVAILABLE
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Achievement Program *
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Total Sales-out Program *
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32-Bit Office Sales-out Program *
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Business Systems Sales-out Program *
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Total *
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REBATE CALCULATIONS AND PAYMENTS: Rebates will be paid in the form of a
Microsoft Purchase Credit forty-five (45) days after the end of each quarterly
Rebate Period (i.e. May 15' for the January - March, 1997 quarter). Rebates are
calculated by multiplying the achieved rebate percentage by the total Qualified
Select Sales for the Rebate Period. All Microsoft Select revenue will be
included in calculating CUSTOMER's performance against the Select Rebate goals.
Revenue generated from Microsoft Select Enrollment Forms executed by MS prior
to July 1, 1994, shall be included in calculating CUSTOMER's achievement toward
the Select Rebate goals, but shall not be included in CUSTOMER's final total
Qualified Select Sales for purposes of the Rebate payment. Only revenue
generated from Microsoft Select Enrollment Forms executed by MS on or after
July 1, 1994 (excluding any Microsoft Select Maintenance) will be included in
CUSTOMER's final total Qualified Select Sales for purposes of the Rebate
payment,
ACHIEVEMENT REBATE CALCULATION: The Microsoft Achievement Rebate will be
calculated on a monthly basis. If CUSTOMER has met all of the Achievement
Rebate criteria in a given month, CUSTOMER will be entitled to a Rebate payment
equal to, * of that month's total Qualified Select Sales. The
Rebate payment will be made forty-five (45) days after the end of each
quarterly Rebate Period.
ANY ISSUES SURROUNDING REBATES SHOULD BE SENT IN WRITING TO ANDRES MONTGOMERY,
CHANNEL POLICIES, NO LATER THAN THIRTY (30) DAYS FOLLOWING RECEIPT OF REBATE
PAYMENT. If such written notice is not provided within thirty (30) days,
CUSTOMER shall have no further right to dispute Rebate payment.
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ACHIEVEMENT REBATE PROGRAM
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CUSTOMER shall comply with all Achievement Rebate Guidelines as outlined in
CUSTOMER's Amendment No. 3 to The Rebate and Marketing, Fund Addendum to The
Microsoft Channel Agreement.
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 3 to The Large Account
Reseller Rebate Addendum to The Microsoft Page E1
Channel Agreement
3
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SALES-OUT REBATE PROGRAMS
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REBATE GOALS: CUSTOMER has first quarter Sales-out goals and total Semester
Sales-out goals. CUSTOMER's performance for the first three months of the
January - June, 1997 Semester will be measured against the first quarter Sales-
out goals. At the end of the first quarter, CUSTOMER will receive the
percentage of the eligible Rebates earned based on performance against the
first quarter goals. At the end of the Semester, CUSTOMER will be measured on
their six-month performance against the total Semester goals. Even if CUSTOMER
does not meet 100% of the first quarter goals, CUSTOMER can still achieve 100%
of the Semester goals provided that the Semester goals are met at the end of
the Rebate Period.
SALES-OUT DEFINITIONS/MEASUREMENT: MS Product Sales-out is defined as those MS
net (sales less returns) Product units sold through CUSTOMER's outlet
locations. CUSTOMER's full packaged product, Microsoft Open License, and
upgrade sales-out units will be measured from the sales-out reported by
CUSTOMER to MS. Licensing sales (Select, Microsoft Maintenance) are captured
and generated by MS' financial systems and included in total sales-out used to
measure product sales-out rebate performance.
PAYMENT: At the end of the Semester, CUSTOMER will be paid Sales-out Rebates
based on performance against the Semester goals. If CUSTOMER achieves greater
than sixty percent (60%) of each Semester sales-out goal, CUSTOMER will receive
the exact achieved percentage of the eligible Sales-out Rebate up to one
hundred percent (100%). If CUSTOMER achieves less than sixty percent (60%) of
any Sales-out Rebate goal, CUSTOMER will not receive any portion of that Sales-
out Rebate.
Although MS pays the Sales-out Rebate ultimately based on performance against
the Semester sales-out goal, MS also pays a sales-out Rebate at the end of the
first quarter based on performance against the first quarter goal. MS pays a
portion of the Rebate after the first quarter to provide incentive for CUSTOMER
to focus on sales-out throughout the entire Semester. The scale for the first
quarter payment is the same as the scale for the Semester payment. The first
quarter payment amount will be subtracted from the final Semester payment for
the Sales-out Rebate.
Example: If CUSTOMER has a quarterly Business Systems sales out goal of
$1,000,000 and a total Semester Business Systems goal $2,500,000, and CUSTOMER
sells $800,000 over the first quarter period and $2,600,000 over the entire
Semester period, CUSTOMER will receive the following Rebate payments:
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PERIOD GOAL SELL-THROUGH PAYMENT
ACHIEVED
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First Quarter * * * eligible Rebate of January -
March sales or *
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Semester * * * eligible Rebate of January -
June sales less first quarter payment
or *
The maximum allowable Rebate is *
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*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 3 to The Large Account
Reseller Rebate Addendum to The Microsoft Page E2
Channel Agreement
4
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TOTAL SALES-OUT REBATE PROGRAM
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REBATE PERCENTAGES: The total possible Rebate percentage achievable for the
Total Sales-out Rebate Program is * of Qualified Sales for the January - June,
1997 Semester.
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32 BIT OFFICE SALES-OUT REBATE PROGRAM
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REBATE PERCENTAGES: The total possible Rebate percentage achievable for the 32
Bit Office Sales-out Rebate Program is * of Qualified Sales for the January -
June, 1997 Semester.
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BUSINESS SYSTEMS SALES-OUT REBATE PROGRAM
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REBATE PERCENTAGES: The total possible Rebate percentage achievable for the
Business Systems Sales-out Rebate Program is * of Qualified Sales for the
January - June, 1997 Semester.
REBATE GOALS: CUSTOMER must meet a minimum Microsoft(R) BackOffice client
license unit sales goal in order to receive any portion of the Business Systems
Rebate. Provided that CUSTOMER meets the client license unit sales goal,
CUSTOMER's achievement against the Business Systems goal will be based on
CUSTOMER's performance against the Business Systems revenue goal.
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 3 to The Large Account
Reseller Rebate Addendum to The Microsoft Page E3
Channel Agreement
5
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SALES-OUT REBATE PROGRAM GOALS
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REBATE PROGRAM QUARTER SEMESTER QUARTER SEMESTER REBATE
SALES GOAL SALES GOAL CLIENT CLIENT PERCENTAGE
GOAL GOAL (SELECT)
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Open License Sales-out
Rebate Program * * N/A N/A N/A
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Total Sales-out Rebate
Program * * N/A N/A *
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32 Bit Office Sales-out
Rebate Program * * N/A N/A *
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Business Systems Sales-out
Rebate Program * * * * *
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*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Software Spectrum, Inc.