1
EXHIBIT 10.2(g)
AMENDMENT NO. 2 TO THE
REBATE AND MARKETING FUND ADDENDUM TO THE
MICROSOFT 1995/1996 CHANNEL AGREEMENT
This Amendment No. 2 ("Amendment") amends that certain Rebate and Marketing
Fund Addendum (as amended "Addendum") to The Microsoft 1995/1996 Channel
Agreement (as amended "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 July 1, 1996, and shall expire on
December 31, 1996.
4. REBATES
The section is replaced in its entirety with:
"4.1 PACKAGED PRODUCT REBATE
CUSTOMER is eligible to receive up to a * Rebate on its Qualified Sales,
excluding Open License sales, made during the Rebate and Marketing Fund Period.
The Rebate shall be paid provided CUSTOMER complies with the Rebate Program
Guidelines outlined in Schedule B.
4.2 OPEN LICENSE REBATE
CUSTOMER is eligible to receive up to a * Rebate on its Open License
sales made during the Rebate and Marketing Fund Period. The Rebate shall be
paid provided CUSTOMER complies with the those portions of the Packaged Product
Rebate Guidelines outlined in Schedule J.
4.3 PROVISION FOR EARLY PAYMENT OF REBATES
Notwithstanding such Rebate Program Guidelines, MS may, at its sole discretion,
pay all or any portion of the Rebate prior to the end of the Rebate and
Marketing Fund Period. The Rebate so paid may be adjusted subsequently based
upon compliance with the Rebate Program Guidelines."
5. MARKETING FUNDS
Section 5.4, Marketing Fund Reimbursement Policy, is deleted in its entirety.
The Addendum is amended to include the following as Section 7:
7. 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 July 1,
1996, for each full month after July 1, 1996, in which this Addendum is not
executed, CUSTOMER shall forfeit such month's Achievement Rebate."
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Microsoft Confidential - Disclosure Prohibited
2
SCHEDULE B, REBATE PROGRAM GUIDELINES.
The Schedule as previously amended is replaced in its entirety with the
attached Schedule K.
SCHEDULE G, MARKETING FUND REIMBURSEMENT POLICY.
The Schedule as previously amended is removed in its entirety.
SCHEDULE J, OPEN LICENSE REBATE PROGRAMS.
The Schedule is replaced in its entirety with the attached Schedule L.
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 ("MS"): SOFTWARE SPECTRUM, INC.
("CUSTOMER"):
By By /s/ KEITH R. COOGAN
- ----------------------------- -----------------------------
Johan Hedgren Keith R. Coogan
- ----------------------------- -----------------------------
Name (please print) Name (please print)
Director, Channel Policies Executive Vice President-COO
- ----------------------------- -----------------------------
Title Title
8/2/96 July 1, 1996
- ----------------------------- -----------------------------
Date Date
Amendment No. 2 to The Rebate and Page 2
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
3
SCHEDULE K
JULY - DECEMBER, 1996
REBATE GUIDELINES
PROGRAMS: Microsoft offers four (4) rebate programs for the July - December,
1996 Rebate period. The total available Rebate is divided as follows:
- --------------------------------------------------------------------
MAXIMUM PERCENTAGE
REBATE PROGRAM AVAILABLE
====================================================================
Achievement Program *
- --------------------------------------------------------------------
Total Sales-out Program *
- --------------------------------------------------------------------
Desktop Business Systems Sales-out Program *
- --------------------------------------------------------------------
32-Bit Office Sales-out Program *
- --------------------------------------------------------------------
Total *
- --------------------------------------------------------------------
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. November 15th for the July - September, 1996 quarter).
Rebates are calculated by multiplying the achieved Rebate percentage by the
total Qualified Sales for the Rebate Period. Revenue generated from Microsoft
Select Enrollment Forms executed by MS on or after July 1, 1994, shall be
included in calculating CUSTOMER's achievement toward the Sales-out goal, but
shall not be included in CUSTOMER's final total Qualified Sales for purposes of
Rebate payment. Revenue generated from Microsoft Select Enrollment Forms
executed by MS prior to July 1, 1994 will be included in calculating CUSTOMER's
achievement towards the sales-out goal and will also be eligible for a
Grandfathered rebate. Rebate payment for such Select Enrollment Forms shall be
in the form of a purchase credit forty-five (45) days after the end of each
quarterly Rebate Period.
PURCHASES THROUGH DISTRIBUTION: CUSTOMER's full packaged product and MLP
purchases through distribution will be subtracted from CUSTOMER's Qualified
Sales for purposes of Rebate payment.
PRODUCT AVAILABILITY: If Microsoft is unable to ship a CURRENT VERSION of a
product for any ten (10) consecutive business days, CUSTOMER's purchases
through distribution of those SKUs will count toward CUSTOMER's Qualified Sales
for purchases of Rebate payment.
All copies of eligible purchase orders placed through distribution along with a
copy of the Microsoft Stock Out Report must be sent to Microsoft no later than
fifteen (15) days following the quarter end. Please send purchase order copies
and the Microsoft Stock Out Report to the following address:
MICROSOFT CORPORATION
ONE MICROSOFT WAY
BLDG. 22/4054
REDMOND, WA 98052
ATTN.: KRISTIN WEEBER, MARKETING MANAGER
ACHIEVEMENT REBATE PAYMENT: 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 * of that month's total
Qualified Sales. The Rebate payment will be made forty-five (45) days after the
end of each quarterly Rebate Period.
ANY ISSUES REGARDING REBATES SHOULD BE SENT IN WRITING TO KRISTIN WEEBER,
MARKETING MANAGER, 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.
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 2 to The Rebate and Page K1
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
4
- -------------------------------------------------------------------------------
ACHIEVEMENT REBATE PROGRAM
- -------------------------------------------------------------------------------
PROGRAM OBJECTIVES: The objective of the Achievement Rebate Program is to
provide incentive for CUSTOMER to comply with Microsoft contractual
requirements for payments, Street Dates, reporting, and EDI ordering for Select
3.0.
ACHIEVEMENT: During any given month, failure to achieve any or all of the
current Achievement criteria will result in the forfeiture of the entire
Achievement Rebate for that month. In any month CUSTOMER has already forfeited
its Achievement Rebate, and violates one or more of the Achievement Rebate
criteria, MS reserves the right to withhold any or a portion of CUSTOMER's
other available Rebate.
1. MICROSOFT PAYMENT REQUIREMENTS
Microsoft requires its customers to pay its invoices within terms. In order to
maintain compliance, one hundred percent (100%) of the gross invoice value
for non-Select and eighty-five (85%) of the gross invoice value for Select
must be current as of Microsoft's fiscal month-end. Additionally, no greater
than one percent (1%) of the gross value for Select invoices shall be past net
60 days. Unapplied credits will be excluded from the calculation.
2. MICROSOFT STREET DATE REQUIREMENTS
From time to time, Microsoft may announce a new product or new versions of an
existing product for which Microsoft shall set a Street Date. In order to
comply with the Street Date requirements, CUSTOMER shall not:
- Ship or deliver the product to any end-user customer prior to the Street
Date.
- Accept any end user payment for the product prior to the Street Date.
Checks and/or credit card numbers may be accepted by CUSTOMER, but can
only be processed when product is delivered to the end user on or after
the Street Date.
- Advertise, merchandise, or promote the product to end user customers
until it is officially announced by Microsoft. Usually, the product
announcement is on the Street Date. If the product announcement is
earlier than the Street Date, Microsoft will clearly communicate the
announce date to the channel. If product is announced by Microsoft
before the Street Date, the product can be advertised, merchandised
and/or promoted immediately after such announcement, provided that all
such promotions clearly state that the product is not yet available for
purchase.
- Allow it's distribution centers and/or warehouses to distribute, for a
period of up to twelve months, a Street Date product to any individual
sales office, retail store, or outlet which Microsoft in its sole
discretion has determined to be in violation of the Street Date
Requirements.
In the event CUSTOMER violates the Street Date for any special products
specified in a Microsoft Street Date letter, CUSTOMER shall forfeit up to the
entire Achievement Rebate for the six month Rebate Period in which the
violation occurred.
Should CUSTOMER fail to comply with the Street Date Requirements,
Microsoft may also, for a period of up to twelve (12) months, withhold
shipments to CUSTOMER of future product until the Street Date of such product.
Should CUSTOMER wish to report a Street Date violation, CUSTOMER may fax a copy
of a dated sales receipt to STREET DATE VIOLATIONS AT MICROSOFT AT (206)
936-7329. Once a violation has been reported, Microsoft shall investigate the
violation, and take remedial action as appropriate. Please note, in order to
confirm a suspected violation, Microsoft must receive a dated sales receipt.
3. MICROSOFT SELECT TRANSACTION REQUIREMENTS
Electronic Data Interchange format ("EDI") transactions are defined as 850/855
EDI transactions. CUSTOMER must place EDI transaction orders at a minimum of
once per month per Enrollment Site if product is purchased during said month.
Amendment No. 2 to The Rebate and Page K2
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
5
4. MICROSOFT REPORTING REQUIREMENTS
ALL REPORTS OUTLINED BELOW MUST BE TIMELY, ACCURATE, AND COMPLETE. FOR PURPOSES
OF THIS AGREEMENT, "TIMELY" IS DEFINED AS MS RECEIPT OF REPORTING BY THE DUE
DATE AND TIME INDICATED, "ACCURATE" IS DEFINED AS THE CORRECT POPULATION OF ALL
REPORTING FIELDS, AND "COMPLETE" IS DEFINED AS THE POPULATION OF ALL REQUIRED
REPORTING FIELDS.
Reporting is defined as a weekly report sent to, Microsoft via Electronic Data
Interchange format ("EDI") of weekly Sales, Inventory, and Internal Market
Share. CUSTOMER must make the EDI reports available to MS' EDI mailbox each
Monday by noon (Pacific time). These reports shall cover the seven-day period
(Saturday through Friday EOB) ending the previous Friday night. Please refer to
the EDI Reporting Guidelines for details on reporting requirements.
MICROSOFT PRODUCT REPORTING RULES
o Each unit of Microsoft single license Full Package Product should be
reported as one (1) unit.
EXAMPLE-Microsoft(R) Word for Windows(R) FPP-report as one (1) unit
o Any single Microsoft Multiple License Pack(MLP) should be reported as
one (1) unit.
EXAMPLE. Microsoft(R) Windows NT(TM) Workstation License Pack 20 User -
report as one (1) unit.
o All Microsoft Volume Licensing Agreements (such as Open Licenses, Select
Variable Licenses and Enterprise Licenses) should be reported as one
unit for each license sold.
EXAMPLE. Microsoft Select MVLP Level B (min 8000 licenses) Agreement -
Customer buys 9356 Word
o All Microsoft Mail Servers and Network Operating Systems must be
reported as one (1) unit for each server license sold. Do not report
client licenses.
Accounts are required to report units sold and inventory units for each
Microsoft SKU, but are required only to report the total license count for
competitive products sold for each category. All SKUs for these titles should
be counted, including full packaged product, upgrades, license packs, initial
sale of new maintenance and education and government SKUs of the foregoing.
Please refer to the EDI Reporting Guidelines for details on reporting
requirements.
MARKET SHARE REPORTING
The following table outlines the Market Share product categories for EDI
reporting. The table also specifies the top competitive products that must be
included in the aggregated market share reporting. All competitive products
within a given category must be reported. The products listed below are just
examples, not a comprehensive list. For a comprehensive competitive SKU list
please contact your Microsoft Channel Measurement Specialist.
A comprehensive competitive SKU list shall be provided to CUSTOMER at the
beginning of each quarter. CUSTOMER must implement use of the list no later
than thirty (30) days after receiving the list. To the extent that CUSTOMER
sells any of the products contained on the list, CUSTOMER's Internal Market
Share reporting will include those SKUs. If between quarters there are any new
major releases of competitive products that fall under the competitive product
categories or upgrades to products already listed on the competitive SKU list,
CUSTOMER shall include those SKUs in CUSTOMER's Internal Market Share reporting
immediately upon release of new products.
Products Tracked:
- ------------------------------------------------------------------------------
Category Competitive DOS & Windows products
- ------------------------------------------------------------------------------
Word Processors Adobe Legacy
Lotus AmiPro
Lotus WordPro
Novell WordPerfect
Softkey Wordstar
Software Publisher Office Writer & WritePlus &
ProfessionalWrite
XyQuest XYWrite
- ------------------------------------------------------------------------------
Amendment No. 2 to The Rebate and Page K3
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
6
- ------------------------------------------------------------------------------
Category Competitive DOS & Windows products
- ------------------------------------------------------------------------------
Spreadsheets Computer Associates SuperCalc
Corel(R) Quattro Pro(R)
Lotus 1-2-3
Novell(R) Quattro Pro(R)
- ------------------------------------------------------------------------------
Suites Corel(R) Office Professional
Corel(R) WordPerfect(R) Suite
Lotus Smartsuite
Novell(R) Perfect Office
- ------------------------------------------------------------------------------
Databases Alpha 4 & 5
Borland dbase
Borland Paradox
Claris Filemaker Pro
Computer Associates Clipper
Computer Associates Superbase
Dataease
Lotus Approach
Symantec Q&A
- ------------------------------------------------------------------------------
Mail Servers Banyon Beyond Mail
Servers only Lotus cc:Mail
Do not report client licenses Lotus Notes
Lotus NoteSuite
Novell Groupwise
- ------------------------------------------------------------------------------
Network Operating Systems Banyan
Servers only Novell(R) Netware(R) 4.x, 3.x, 2.x 4(R)
Do not report client licenses Novell(R) UnixWare
OS/Lan Server
SCO Global Access
SCO Open Server/Open Server Enterprise/Open
Server Network Systems
SCO Unixware Operating System
SCO(R) Unix
- ------------------------------------------------------------------------------
Developer Products Borland C++
Borland C++ Dbase Tools
Borland Delphi
Delphi Client/Svr Dev & Kit
Delphi Developer 2
Gupta Developer Tools
Gupta SQL Windows
IBM Visual Age Basic
IBM Visual Age C++
IBM Visual Age Small Talk
Metrowerks Codewarrior
Natural Intelligence Roaster
Oracle Developer/2000
Oracle Power Objects
Powersoft Powerbuilder
Sun Java WorkShop
Sunsoft Devpak
Symantec C++
Symantec Cafe
Symantec Enterprise Developer
Watcom C++
- ------------------------------------------------------------------------------
Amendment No. 2 to The Rebate and Page K4
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
7
COMPETITIVE PRODUCT MARKET SHARE REPORTING RULES
o Each unit of COMPETITIVE single license FULL PACKAGE PRODUCT should be
reported as one (1) unit.
EXAMPLE: Novell PerfectOffice Pro 3.0 for Windows FPP-report as 1 unit
o Any single COMPETITIVE product that is a MULTIPLE LICENSE PACK (MLP) should
be reported as the exact number of licenses contained in the MLP.
Examples of these products include competitive 10 User Packs, 20 User Packs,
and 100 User Packs.
EXAMPLE: WordPerfect V6.0 DOS 20-user License Pack - report as 20 units
o All SKUs (with the exception of Mail clients and Network Operating System
clients) contained in COMPETITIVE VOLUME LICENSING AGREEMENTS should be
reported as one (1) unit for each license sold within the volume license
agreement.
EXAMPLE: Lotus VPO-Level E 1-2-3 DOS (customer buys 7421 units) - report as
7421 units
o COMPETITIVE MAIL SERVERS and NETWORK OPERATING SYSTEMS must be reported as
one (1) unit for each server license sold. Do not report client licenses.
o Report MAINTENANCE only at the time the maintenance SKU is sold.
In addition to CUSTOMER's EDI Market Share reporting, CUSTOMER may be required
to submit a separate report summarizing Market Share reporting for Non Partners
only.
- ------------------------------------------------------------------------------
SALES-OUT REBATE PROGRAMS
- ------------------------------------------------------------------------------
PROGRAM OBJECTIVE: The objective of all Sales-out Rebate Programs is to
increase the sales of Microsoft products. All license types (Select, Microsoft
Open License, Full Package Product, MLPs) are included in measuring performance
against this goal, however, the Rebate is paid on full packaged product sales
only.
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 July
- - December, 1996, 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
one hundred percent (100%) of the first quarter goals, CUSTOMER can still
achieve one hundred percent (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 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.
Any Microsoft Select 2.x and 1.x and Microsoft Maintenance revenue credit is
granted as MS recognizes the revenue. This occurs when MS has received the
customer's license reporting. Following receipt of reporting, MS bills the
customer/reseller and simultaneously recognizes the revenue.
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.
Amendment No. 2 to The Rebate and Page K5
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
8
Although MS pays the Sales-out Rebate ultimately based on performance against
the Semester Sales-out goal, Microsoft also pays a Sales-out Rebate at the end
of the first quarter based on performance against the first quarter goal.
Microsoft 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 total Sales out goal of $1,000,000 and a
Semester total Sales out 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:
- ------------------------------------------------------------------------------
PERIOD GOAL SELL-THROUGH PAYMENT
ACHIEVED
- ------------------------------------------------------------------------------
First Quarter * * * eligible Rebate of July -
September sales.
- ------------------------------------------------------------------------------
Semester * * * eligible rebate of July -
December sales less first
quarter payment. The minimum
allowable total sales out
Rebate is *
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
TOTAL SALES-OUT REBATE PROGRAM
- ------------------------------------------------------------------------------
REBATE PERCENTAGES: The total possible Rebate percentage achievable for the
Total Sales-out Rebate Program is * of Qualified Sales for the July -
December, 1996 Semester.
CUSTOMER's Total Sales-out Rebate Program goals are as follows:
o Quarter 1 Goal (July - September, 1996): *
o Semester Goal (July - December, 1996): *
- ------------------------------------------------------------------------------
32-BIT OFFICE SALES-OUT REBATE PROGRAM
- ------------------------------------------------------------------------------
REBATE PERCENTAGES: The total possible Rebate percentage achievable for the
32-Bit Office Sales-out Rebate Program is * of Qualified Sales for the July -
December, 1996 Semester.
CUSTOMER's 32-Bit Office Sales-out Rebate Program goals are as follows:
o Quarter 1 Goal (July - September, 1996): *
o Semester Goal (July - December, 1996): *
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 2 to The Rebate and Page K6
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
9
- ------------------------------------------------------------------------------
DESKTOP BUSINESS SYSTEMS SALES-OUT REBATE PROGRAM
- ------------------------------------------------------------------------------
REBATE PERCENTAGES: The total possible Rebate percentage achievable for the
Desktop Business Systems Sales-out Rebate Program is * of Qualified Sales for
the July - December, 1996 Semester.
REBATE GOALS: CUSTOMER must sell a minimum number Microsoft(R) BackOffice and
Microsoft(R) Windows NT(TM) client licenses in order to receive any portion of
the Desktop Business Systems rebate. Provided that CUSTOMER sells the minimum
number of BackOffice and Windows NT client licenses, CUSTOMER's achievement
against the Desktop Business Systems goal will be based on CUSTOMER's
performance against the Desktop Business Systems revenue goal.
CUSTOMER's BackOffice and Windows NT client license unit goals are as follows:
o Quarter I Goal (July - September, 1996) *
o Semester Goal (July - December, 1996) *
CUSTOMER's Desktop Business Systems Sales-out Rebate Program goals are as
follows:
o Quarter I Goal (July - September, 1996): *
o Semester Goal (July - December, 1996): *
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 2 to The Rebate and Page K7
Marketing Fund Addendum to The
Microsoft 1995/1996 Channel Agreement
10
SCHEDULE L
JULY - DECEMBER, 1996
OPEN LICENSE
REBATE PROGRAMS
PROGRAMS. Microsoft offers four (4) Open License Rebate programs for the
July - December, 1996 Rebate Period.
The total available Rebate Program goals are as follows:
------------------------------------------------------------------------
MAXIMUM PERCENTAGE
REBATE PROGRAM AVAILABLE
========================================================================
Achievement Program *
------------------------------------------------------------------------
Total Sales-Out Program *
------------------------------------------------------------------------
Desktop Business Systems Program *
------------------------------------------------------------------------
Microsoft Open License Sales-Out Program *
------------------------------------------------------------------------
Total *
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ACHIEVEMENT REBATE
- --------------------------------------------------------------------------------
All Achievement Rebate goals and guidelines are as outlined in the Achievement
Rebate portion of Schedule K, July - December, 1996, Rebate Program Guidelines.
- --------------------------------------------------------------------------------
SALES-OUT REBATE PROGRAMS
- --------------------------------------------------------------------------------
Program guidelines for all Sales-Out Rebate programs as outlined in the
Sales-Out Rebate Programs portion of Schedule K. July - December, 1996, Rebate
Program Guidelines.
- --------------------------------------------------------------------------------
TOTAL SALES-OUT REBATE PROGRAM
- --------------------------------------------------------------------------------
CUSTOMER's Total Sales-out Rebate Program goals are as is follows:
o Quarter 1 Goal (July - September, 1996): *
o Semester Goal (July - December, 1996): *
- --------------------------------------------------------------------------------
DESKTOP BUSINESS SYSTEMS DIVISION SALES-OUT PROGRAM
- --------------------------------------------------------------------------------
CUSTOMER'S BackOffice and Windows NT client license unit goal goals are as
follows:
o Quarter 1 Goal (July - September, 1996) *
o Semester Goal (July - December, 1996) *
CUSTOMER'S Desktop Business Systems Sales-out Rebate Program goals are as
follows:
o Quarter 1 Goal (July - September, 1996): *
o Semester Goal (July - December, 1996): *
- ------------------------------------------------------------------------------
MICROSOFT OPEN LICENSE SALES-OUT PROGRAM
- ------------------------------------------------------------------------------
CUSTOMER's Open License Sales-out Rebate Program are as follows
o Quarter 1 Goal (July - September, 1996): *
o Semester Goal (July - December, 1996): *
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 2 to The Rebate and Page L1
Marketing Fund Addendum to The
Microsoft of 1995/1996 Channel Agreement