1
EXHIBIT 10.2(h)
AMENDMENT NO. 3 TO THE
REBATE AND MARKETING FUND ADDENDUM TO THE
MICROSOFT CHANNEL AGREEMENT
This Amendment No. 3 ("Amendment") amends that certain Rebate and Marketing
Fund 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 on
June 30, 1997."
Section 7, Failure To Execute, is replaced in its entirety with the following:
"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 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 K, REBATE PROGRAM GUIDELINES.
The Schedule is replaced in its entirety with the attached Schedule M.
SCHEDULE L, OPEN LICENSE REBATE PROGRAMS.
The Schedule is replaced in its entirety with the attached Schedule N.
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
----------------------------- ------------------------------
Johan Liedgren Keith R. Coogan
- -------------------------------- ---------------------------------
Name (please print) Name (please print)
Director, Channel Policies Executive Vice President - COO
- -------------------------------- ---------------------------------
Title Title
1/17/97 January 8, 1997
- -------------------------------- ---------------------------------
Date Date
Microsoft Confidential - Disclosure Prohibited
2
SCHEDULE M
JANUARY - JUNE, 1997
REBATE GUIDELINES
PROGRAMS: Microsoft offers five (5) rebate programs for the January - June, 1997
Rebate period. The total available Rebate is divided as follows:
-------------------------------------------------------------
MAXIMUM PERCENTAGE
REBATE PROGRAM AVAILABLE
=============================================================
Achievement Program *
-------------------------------------------------------------
Total Sales-out Program *
-------------------------------------------------------------
32-Bit Office Sales-out Program *
-------------------------------------------------------------
Business Systems Sales-out Program *
-------------------------------------------------------------
Open License 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. May 15th for the January - March, 1997 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 quarter of the
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. 22/2054
REDMOND, WA 98052
ATTN.: ANDRES MONTGOMERY, CHANNEL POLICIES
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 quarter of the Rebate Period.
ANY ISSUES REGARDING 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.
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 3 to The Rebate and Page M1
Marketing Fund Addendum to The
Microsoft Channel Agreement
3
- --------------------------------------------------------------------------------
ACHIEVEMENT REBATE PROGRAM
- --------------------------------------------------------------------------------
PROGRAM OBJECTIVES: The objective of the Achievement Rebate Program is to
provide incentive for CUSTOMER to comply with MS' contractual requirements for
Payment, Street Dates, Reporting and Select Transactions.
ACHIEVEMENT: During any given month, failure to achieve any or all of the
current Achievement Rebate criteria will result in the forfeiture of the entire
Achievement Rebate for the 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 all 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, eighty-five (85%) of the gross invoice value for Select
and one hundred (100%) of the gross invoice value for non-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. MS STREET DATE REQUIREMENTS:
From time to time, MS may announce a new product or new versions of an existing
Product for which MS shall set a Street Date. MS' Street Date Requirements are
as follows:
RETAIL DELIVERY OF PRODUCT, CUSTOMER SHALL NOT:
o Ship or deliver the Product to any End User prior to
the Street Date. Proof of violation is an early-dated
sales slip.
o 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.
MAIL ORDER DELIVERY OF PRODUCT, CUSTOMER SHALL NOT:
o Deliver the Product to any End User customer prior to
the Street Date. If CUSTOMER wishes, CUSTOMER may
ship Product by public carrier up to 2 days early
provided the carrier provides proof of delivery and
guarantees no End User will receive the Product
before street date. Proof of violation is an
early-dated carrier slip.
o Accept any End User payment for the Product prior to
Product shipment. Checks and/or credit card numbers
may be accepted by CUSTOMER, but can only be
processed when Product is shipped to the End User for
arrival on or after the Street Date.
ELECTRONIC SOFTWARE DISTRIBUTION OF PRODUCT, CUSTOMER SHALL NOT:
o Ship or deliver an un-lock key for Product to any
desktop package or End User prior to the Street Date.
(ESD reseller is responsible for making sure
agreements with Clearinghouses are clear on this
point.) Proof of Violation is an early-dated un-lock
key.
o 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 the un-lock key for the Product is
delivered to the End User on or after the Street
Date.
ADDITIONALLY, CUSTOMER SHALL NOT:
o Advertise, merchandise, or promote the Product to End
User customers until MS' officially announced "Coming
Soon" date. (Appearance on a WEB page is considered
an advertisement.) If the Product is advertised,
merchandised and/or promoted beginning with "Coming
Soon" Date and before Street Date, all such
promotions must clearly state that the Product is not
yet available for purchase.
o 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 MS in its sole
discretion has determined to be in violation of the
Street Date Requirements.
Amendment No. 3 to The Rebate and Page M2
Marketing Fund Addendum to The
Microsoft Channel Agreement
4
In the event CUSTOMER violates the Street Date for any special Products
specified in a MS 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, MS 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, MS shall investigate the
violation, and take remedial action as appropriate. Please note, in order to
confirm a suspected violation, MS must receive proof of violation as indicated
above.
3. MICROSOFT REPORTING REQUIREMENTS
ALL EDI REPORTING 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.
MICROSOFT PRODUCT REPORTING RULES
Reporting includes, but is not limited to, reports sent to Microsoft via
Electronic Data Interchange format ("EDI") of weekly Sales, Inventory, and
Internal Market Share. CUSTOMER must make the EDI Sales, Inventory and Market
Share reports available to MS' EDI mailbox each Monday by Noon (Pacific time).
These reports shall cover the seven-day period (Saturday through Friday EOB).
Please refer to the EDI Reporting Guidelines for details on reporting
requirements.
MS reserves the right to modify the EDI Reporting Guidelines. MS shall provide
CUSTOMER with sixty (60) days prior written notice of changes to existing EDI
Guidelines. CUSTOMER's failure to implement changes with sixty (60) days shall
result in forfeiture of CUSTOMER's Achievement Rebate in the month of months in
which changes are not implemented.
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 - report 9356 Word units.
Accounts are required to report units sold (Sales) and units in inventory
(Inventory) for each Microsoft SKU, but are required only to report the
aggregate total license count for competitive products sold for each Market
Share (Internal Market Share) 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. MS reserves the
right to add or delete categories with sixty (60) days prior written notice to
CUSTOMER.
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.
Amendment No. 3 to The Rebate and Page M3
Marketing Fund Addendum to The
Microsoft Channel Agreement
5
Windows-based competitive products summaries:
- ------------------------------------------------------------------------------------------
DATABASE VENDOR DESCRIPTION
=======================================================================
BORLAND DBASE, PARADOX
-----------------------------------------------------------------------
LOTUS APPROACH
-----------------------------------------------------------------------
CLARIS FILEMAKER PRO
-----------------------------------------------------------------------
DATAEASE DATAEASE
-----------------------------------------------------------------------
SAPPHIRE SQL CONNECT
-----------------------------------------------------------------------
SYMANTEC Q&A
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
DEVELOPER VENDOR DESCRIPTION
=======================================================================
BORLAND DELPHI
-----------------------------------------------------------------------
GUPTA SQL WINDOWS
-----------------------------------------------------------------------
ORACLE DEVELOPER 2000, POWEROBJECTS
-----------------------------------------------------------------------
POWERSOFT POWERBUILDER
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
MESSAGING SERVERS VENDOR DESCRIPTION (Servers only. Do not report clients.)
=======================================================================
BANYAN BEYOND MAIL
-----------------------------------------------------------------------
LOTUS CC:MAIL, NOTES, NOTESUITE
-----------------------------------------------------------------------
NETSCAPE MAIL SERVER
-----------------------------------------------------------------------
NOVELL GROUPWISE
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
SUITE VENDOR DESCRIPTION
=======================================================================
COREL OFFICE PRO, WORDPERFECT SUITE
-----------------------------------------------------------------------
LOTUS SMARTSUITE
-----------------------------------------------------------------------
NOVEL PERFECT OFFICE
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
WORDPROCESSOR VENDOR DESCRIPTION
=======================================================================
LOTUS WORD PRO, AMI PRO
-----------------------------------------------------------------------
NOVELL WORDPERFECT
-----------------------------------------------------------------------
SOFTKEY WORDSTAR, PFS:WRITE
-----------------------------------------------------------------------
SOFTWARE PUBLISHER OFFICE WRITER, PROFESSIONAL WRITE PLUS
-----------------------------------------------------------------------
XYQUEST XYWRITE
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
SPREADSHEET VENDOR DESCRIPTION
=======================================================================
COMPUTER ASSOCIATES SUPERCALC
-----------------------------------------------------------------------
COREL QUATTROPRO
-----------------------------------------------------------------------
LOTUS 1-2-3
-----------------------------------------------------------------------
NOVELL QUATTRO PRO
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
NOS SERVERS VENDOR DESCRIPTION (SERVERS ONLY. DO NOT REPORT CLIENTS)
=======================================================================
BANYAN VINES, SERVER
-----------------------------------------------------------------------
IBM OS/2, OS/2 LAN SERVER, OS/2 WARP, OS/2 WARP
CONNECT
-----------------------------------------------------------------------
NOVELL NETWARE, NETWARE FOR SAA:AS400, INTRANETWARE, MPR,
MANAGEWISE W/NETWARE
-----------------------------------------------------------------------
SANTA CRUZ OPEN SERVER, UNIXWARE
OPERATION
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
BROWSERS VENDOR DESCRIPTION
=======================================================================
NETMANAGE CHAMELEON
-----------------------------------------------------------------------
NETSCAPE NETSCAPE BROWSER
-----------------------------------------------------------------------
SPRY SPRY MOSAIC; INTERNET IN-A-BOX
-----------------------------------------------------------------------
IBM WEB EXPLORER
-----------------------------------------------------------------------
QUARTERDECK MOSAIC
-----------------------------------------------------------------------
NCSA MOSAIC
- ------------------------------------------------------------------------------------------
Amendment No. 3 to The Rebate and Page M4
Marketing Fund Addendum to The
Microsoft Channel Agreement
6
COMPETITIVE PRODUCT MARKET SHARE REPORTING RULES
o Each unit of COMPETITIVE single license FULL PACKAGE PRODUCT
should be reported as one (1) unit.
EXAMPLE: Lotus SmartSuite 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.
Unlike MS Products, competitive MLPs are not reported as a
single unit, but instead as the exact number of licenses
included in the MLP. If the MLP is a Network Operating System
or Messaging Server MLP, count only server licenses contained
in the MLP.)
EXAMPLE: WordPerfect V6.0 for Windows 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 for Windows (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 in FPP, MLP, or Volume License
Agreements.
o Report MAINTENANCE only at the time the maintenance SKU is
sold.
o Product Support for any competitive SKU should NOT be
reported.
o Documentation-only SKUs should NOT be reported.
o Only US versions of competitive SKUs should be reported. Do
NOT report non-English, International English, or
International versions of competitive SKUs.
o Promotional competitive SKUs should be reported.
4. SELECT TRANSACTION REQUIREMENTS:
o CUSTOMER must place EDI transaction orders at a minimum of once per
month per Enrollment Site if product is purchased during said
month. Electronic Data Interchange format ("EDI") transactions
include, but are not limited to 850/855 EDI transactions and all
other EDI reporting requirements which may be required by MS and in
the EDI Implementation Guide provided by MS from time to time.
o CUSTOMER must report usage for all Select 3.0 Enterprise
Enrollments executed prior to January 1, 1997 no later than March
31, 1997. Select 3.0 Enterprise Enrollments executed on or after
January 1, 1997 must have usage reported no later than three (3)
calendar months after the effective date of the Enrollment. The
usage date shall reflect the month in which the Select Customer
consumed the Product. MS shall provide CUSTOMER with a monthly list
of all Enrollments with no submitted purchase order.
o CUSTOMER shall limit the number of rejected EDI line items for
Select 3.0 and 4.0 to no greater than the MS percentage standard.
o CUSTOMER shall limit the number of credit lines contained in
CUSTOMER's EDI purchase orders to no greater than four (4%) of the
total lines submitted per month.
- --------------------------------------------------------------------------------
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 ESD) 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
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 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.
Amendment No. 3 to The Rebate and Page M5
Marketing Fund Addendum to The
Microsoft Channel Agreement
7
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, 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
January - March sales or *
- ---------------------------------------------------------------------------------------
Semester * * * eligible rebate = * of
January - June sales less first quarter
payment or * The maximum
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 January -
June, 1997 Semester.
- --------------------------------------------------------------------------------
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
January - June, 1997 Semester.
- --------------------------------------------------------------------------------
BUSINESS SYSTEMS SALES-OUT REBATE PROGRAM
- --------------------------------------------------------------------------------
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 sell a minimum number Microsoft(R) BackOffice and
Microsoft(R) Windows NT(TM) client licenses in order to receive any portion of
the Business Systems rebate. Provided that CUSTOMER sells the minimum number of
BackOffice and Windows NT client licenses, 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 Rebate and Page M6
Marketing Fund Addendum to The
Microsoft Channel Agreement
8
- --------------------------------------------------------------------------------
OPEN LICENSE SALES-OUT REBATE PROGRAM
- --------------------------------------------------------------------------------
REBATE PERCENTAGES: The total possible Rebate percentage achievable for the
Open License Sales-out Rebate Program is * of Qualified Sales for the
January - June, 1997 Semester.
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 3 to The Rebate and Page M7
Marketing Fund Addendum to The
Microsoft Channel Agreement
9
SCHEDULE N
JANUARY - JUNE, 1997
OPEN LICENSE
REBATE PROGRAM
- --------------------------------------------------------------------------------
OPEN LICENSE REBATE PROGRAM
- --------------------------------------------------------------------------------
REBATE PERCENTAGES: The total possible Rebate percentage achievable for the
Open License Rebate Program is * of Qualified Open License Sales for
the January - June, 1997 Semester.
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Amendment No. 3 to The Rebate and Page N1
Marketing Fund Addendum to The
Microsoft Channel Agreement
10
- --------------------------------------------------------------------------------
SALES-OUT REBATE PROGRAM GOALS
- --------------------------------------------------------------------------------
===========================================================================================================================
QUARTER SEMESTER REBATE REBATE
QUARTER SEMESTER CLIENT CLIENT PERCENTAGE PERCENTAGE
REBATE PROGRAM SALES GOAL SALES GOAL GOAL GOAL (FFP) (MOLP)
===========================================================================================================================
Open License Sales-out Rebate Program N/A N/A * *
- ---------------------------------------------------------------------------------------------------------------------------
Total Sales-out Rebate Program * * N/A N/A * N/A
- ---------------------------------------------------------------------------------------------------------------------------
32 Bit Office Sales-out Rebate Program * * N/A N/A * N/A
- ---------------------------------------------------------------------------------------------------------------------------
Business Systems Sales-out Rebate Program * * * * * *
- ---------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
Software Spectrum, Inc.