Exhibit 10.2
THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND REPLACED
WITH AN ASTERISK, HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE
405 PROMULGATED UNDER THE SECURITIES ACT OF 1933 AND RULE 24b-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
AMENDMENT NO. 2 TO SUPPLIER PARTNERING AGREEMENT
BETWEEN GREATBATCH, INC.
AND PACESETTER, INC. (d/b/a ST. JUDE MEDICAL CRMD)
This Amendment No. 2 (the "Amendment 2") to the Supplier Partnering Agreement
between Greatbatch, Inc., a Delaware corporation ("Seller"), and Pacesetter,
Inc. d/b/a/ "St. Jude Medical CRMD," a California corporation ("Buyer" or "St.
Jude"). SELLER and BUYER are collectively referred to herein as the "Parties."
This Amendment 2 is entered into effective as 01 January 2006 (the "Effective
Date").
BACKGROUND
A. The Parties entered into a Supplier Partnering Agreement (the
"Agreement") effective January 1, 2004.
B. The Parties entered into an Amendment No. 1 to the Supplier Partnering
Agreement effective January 1, 2005.
C. The Parties to the Agreement desire to add the following:
a. The pricing and terms for certain Molded Header Assemblies
AGREEMENT
In consideration of the foregoing Recitals and the Parties' mutual covenants
contained herein, the Parties hereby agree as follows:
1. Any specially capitalized terms used and not otherwise defined in this
Amendment shall have the meaning set forth in the Agreement.
2. As of the Effective Date the Agreement is hereby amended to
incorporate Exhibit "F," which lists pricing and terms for the base
price of Molded Header Assemblies ("MHA").
3. Except as provided herein, all of the terms and conditions of the
Agreement shall remain unchanged and in full force and effect.
The parties have caused this Amendment to be executed by their respective duly
authorized representatives as of the Effective Date.
BUYER: SELLER:
PACESETTER, INC. GREATBATCH, INC.
By: /s/ Jeff Chateau By: /s/ James J. Porcaro
---------------------------------- --------------------------------
Title: V.P. Supply Lines Title: VP, Components Mfg
------------------------------- -----------------------------
Date: 11-17-05 Date: Nov. 9, 2005
-------------------------------- ------------------------------
EXHIBIT F
MOLDED HEADER ASSEMBLIES
PRICING AND INVENTORY LEVELS
A. Molded Header Assembly (MHA) Pricing and Terms
---------------------------------------------
Part #60002009-001 (EPIC 2 VR)
---------------------- ----------------------
Units per Year Price
* *
* *
* *
---------------------- ----------------------
---------------------------------------------
Part #60002008-001 (EPIC 2 DR)
---------------------- ----------------------
Units per Year Price
* *
* *
* *
---------------------- ----------------------
---------------------------------------------
Part #60002010-001 (EPIC 2 HF)
---------------------- ----------------------
Units per Year Price
* *
* *
---------------------- ----------------------
1. Buyer agrees to purchase a minimum of * of its total demand for each
item listed above from Seller.
2. Pricing is established by Buyer's * forecast of *. If forecast drops
below * or increases above *, pricing per above table will apply.
3. Price premiums may apply for changes made to current specifications.
B. Molded Header Assembly Inventory
1. Initial safety stock for each individual part number to be held by
Seller is equivalent to * of Buyer's * forecasted requirements.
2. Upon Seller's completion of * of on-time delivery to Buyer of an
individual part number, safety stock requirement will be equivalent to
* of Buyer's * forecasted requirements.