Exhibit 10.4
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. 5 TO SUPPLIER PARTNERING AGREEMENT
BETWEEN GREATBATCH, INC.
AND PACESETTER, INC. (d/b/a ST. JUDE MEDICAL CRMD)
This Amendment (the "Amendment No. 5") to the Supplier Partnering Agreement is
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 is entered into effective as of 1 March 2007 (the "Effective
Date").
BACKGROUND
A. Buyer and Seller entered into a Supplier Partnering Agreement (the
"Agreement") effective 01 January 2004.
B. Buyer and Seller entered into an Amendment No. 1 to the Agreement
effective 01 January 2005.
C. Buyer and Seller entered into an Amendment No. 2 to the Agreement
effective 27 July 2005. Amendment No. 2 is void.
D. Buyer and Seller entered into an Amendment No. 2 to the Agreement
effective 01 January 2006 which included a revised Exhibit "F"
regarding molded header assemblies, which was amended to properly
reflect that it really is Amendment No. 3 on 01 January 2006.
E. Buyer and Seller entered into an Amendment No. 4 to the Agreement
effective 01 January 2006, which included a replacement to Exhibit "C"
with revised Exhibit "G" for pricing on Filtered Feedthroughs.
F. The Parties agree to continue good faith negotiations towards
expanding the business relationship between the Buyer and Seller.
G. This Amendment No. 5 amends the Agreement as herein provided and,
among other things, shall supersede and replace Amendment No. 1 in its
entirety, all as of the Effective Date.
H. The Parties to the Agreement desire to revise the following:
a. The Initial Term of the Agreement
b. The pricing and terms for certain Batteries
c. The development of Tantalum Capacitors
d. The safety stock requirements for Batteries
e. The definition of new products to include Sensor Assemblies
f. The pricing and terms for Feedthroughs and Filtered Feedthroughs
g. The pricing and terms for Platinum Components
h. The pricing and terms for Machined / Molded Components
i. The pricing for Enclosures
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 meanings set forth in the Agreement.
2. As of the Effective Date, the initial term of the Agreement is hereby
amended so that it will remain in force until 31 December 2013
("Initial Term"). Section 9 to Exhibit A of the Agreement (Option to
Extend the Agreement) is hereby deleted in its entirety.
3. The Buyer shall have the option to extend the term of this Agreement
beyond the Initial Term for a period of two (2) years ("Option
Extension Period") by delivering written notice to Seller not less
than ninety (90) days prior to the extension date. The parties further
agree that:
3.1 The prices for Products, including but not limited to Batteries,
Feedthroughs, Components and Enclosures during the Option Extension
Period of the Agreement (if any) shall be, at the option of Seller
either: (a) the last prices charged by Seller to Buyer for each such
Product prior to the Option Extension Period, or (b) prices for each
such Product determined by Seller which gives Seller an average
gross margin for each Product type then covered by this Agreement as
amended: [for example for all Batteries (in the aggregate), for all
Feedthroughs (in the aggregate), for all Components (in the
aggregate) and for all Enclosures (in the aggregate)] sold to Buyer
in each year of the Option Extension Period, which is equal to the
average gross margin obtained by Seller for all Products in that
Product category sold by Seller to Buyer in Seller's 2012 and 2013
fiscal years averaged.
3.2 If Seller elects pricing under Paragraph 3.1(b) above, Seller
will notify Buyer as soon as is reasonably possible, as to the
pricing applicable for the Option Extension Period. At the election
of Buyer, Seller's pricing shall be subject to audit by
PricewaterhouseCoopers (or its successor), who will issue a binding
opinion as to the amount of the price increase that Seller is
entitled to impose with respect to each Product type: [for example,
Batteries (in the aggregate), Feedthroughs (in the aggregate),
Components (in the aggregate) and Enclosures (in the aggregate)].
Seller will cooperate with the audit and make its books and records
available to the accounting firm so that the accounting firm can
issue its opinion within thirty (30) days of its appointment by
Buyer. If the audit price is within ten percent (10%) of the price
quoted by Seller, then Buyer will be solely responsible for the cost
of the accounting firm. If the price quoted by Seller is more than
ten percent (10%) above the audit price, then Seller will be solely
responsible for the cost of the accounting firm.
"Gross margin" under Paragraph 3.1(b) above shall: (a) be calculated
according to Generally Accepted Accounting Principles (GAAP) and in a
manner consistent with Seller's previous practices; and (b) exclude
any unreasonable or extraordinary costs.
Seller, Buyer, and PricewaterhouseCoopers will cooperate in good faith
to establish the relevant categories of costs to be included in the
calculation of gross margin. If Seller and Buyer have not agreed to
composition of the relevant costs within thirty (30) days, then the
relevant costs will be finally determined by PricewaterhouseCoopers.
Seller and Buyer will cooperate and negotiate in good faith in
connection with allocating the aggregate price increases permitted by
Buyer under Paragraph 3.1(b) above among individual Products to be
purchased by Buyer during the "Option Extension Period."
4. As of the Effective Date, Part I.A. of Exhibit B of the Agreement is
hereby amended to incorporate the new scheduled pricing and the new
terms for the base price of Lithium Iodine Bradycardia Batteries as
set forth according to the table below:
---------------------------------------------------------------------------
Lithium Iodine Pricing
Model 2007 2008 2009 2010 2011 2012 2013
----- ---- ---- ---- ---- ---- ---- ----
8077 $ * $ * $ * $ * $ * $ * $ *
8711 $ * $ * $ * $ * $ * $ * $ *
9107 $ * $ * $ * $ * $ * $ * $ *
9438 $ * $ * $ * $ * $ * $ * $ *
9918 $ * $ * $ * $ * $ * $ * $ *
---------------------------------------------------------------------------
Lithium Iodine Bradycardia Battery Terms
a. Purchase Requirements: * of Buyer's total bradycardia device
battery demand to be purchased from Seller
b. Pricing schedules for each calendar year listed in Lithium Iodine
table above are effective only if total lithium iodine battery unit
demand is forecasted by Buyer, per Section 5 of the Supplier
Partnering Agreement, to exceed * units for the subsequent calendar
year. If Buyer's total lithium iodine battery unit demand forecast is
less than * units for the subsequent calendar year, the price will be
set according to the pricing schedule of the most recent calendar year
where at least * units were shipped to Buyer
c. Pricing applies for current models with standard shape and pin
modifications
d. Price premiums based upon shape and/or terminal modification
complexity will apply.
5. As of the Effective Date, Part I.A. of Exhibit B of the Agreement is
hereby amended to incorporate the new scheduled pricing and the new
terms for the base price of SVO Multiplate Defibrillator Batteries as
set forth according to the tables below:
------------------------------------------------
SVO Multiplate Legacy Products
Annual Quantity Base
by Model Unit Price
-------- ----------
* *
* *
* *
------------------------------------------------
- --------------------------------------------------------------------------------
High Temperature Pressed Powder SVO
Base Unit Pricing
Annual Quantity -----------------
by Model 2007 2008 2009 2010 2011 2012 2013
-------- ---- ---- ---- ---- ---- ---- ----
* * * * * * * *
* * * * * * * *
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Nano SVO or USVO Multiplate
Unit Pricing for Basic Cells
Year Y1 Y2 Y3 Y4 Y5 Y6 Y7
---- -- -- -- -- -- -- --
All Volumes * * * * * * *
- --------------------------------------------------------------------------------
SVO Multiplate Defibrillator Battery Terms
a. Purchase Requirements: * of Buyer's total tachycardia device
battery demand to be purchased from Seller
b. Annual aggregate quantity by model table (Quantity) for "SVO
Multiplate Legacy Products" and "Model 2255/High Temperature Pressed
Powder SVO" determined by battery model table based on Buyer's
calendar year forecast updated *, Retroactive price adjustments will
not be permitted. A battery model will be considered the same for
aggregate base model pricing if the same case and internal components
are utilized. The following battery model groupings apply:
1. M2150 (SVO Multiplate Legacy Products)
2. M2156/2356/2556 (SVO Multiplate Legacy Products)
3. M2353 (SVO Multiplate Legacy Products)
4. M2255/2555/2655 (High Temperature Pressed Powder SVO)
For the first year of a product, Quantity will be determined by the
Buyer's forecast for the *. For subsequent periods, the Annual
Quantity will be based on Buyer's * updated on a *. Retroactive price
adjustments will not be permitted. For the "Model 2255/High
Temperature Pressed Powder SVO" table, if Buyer's total aggregate
forecast volume demand for a given battery model grouping is less than
* units for a subsequent calendar year, the price for that model
grouping will be set according to the pricing schedule of the most
recent calendar year where at least * units were shipped to Buyer.
c. Year 1 (Y1) pricing for Nano SVO or USVO Multiplate applies to the
first consecutive * that the Buyer's forecast volumes for the
technology equals or exceeds * units. A price of * each applies prior
to the Buyer's forecast equaling or exceeding * units in a *.
d. Pricing applies to current technologies referred to as High
Temperature Pressed Powder/High Temperature Sheet (HTPP/HTS) and Nano
SVO or USVO
e. Price premiums based upon shape and/or terminal modification
complexitywill apply.
f. NRE charges for custom designed cells will be * per development
program. A rebate of * per unit will be applied to the * of this model
purchased by the Buyer after completion of qualification. The rebate
will expire upon the earlier of the following:
i) * after completion of the product qualification by the Seller
-or-
ii) Expiration of the Agreement.
g. NRE charge for conversion of an existing model to Nano SVO or
USVO will be * per model conversion.
6. As of the Effective Date, Part I.A. of Exhibit B of the Agreement for
QMR technology (term 2) is hereby amended as follows (Quasar Medium
Rate (MR) Cell Prcing and terms 1, 3, 4 and 5 remain the same and are
provided below for reference):
Quasar Medium Rate (MR) Cell Pricing
-------------------------- --------------------------
Units/Year Price
-------------------------- --------------------------
* *
-------------------------- --------------------------
* *
-------------------------- --------------------------
1. Purchase Requirements: * of Buyer's total bradycardia device
battery demand to be purchased from Seller
2. Quasar MR "Units per Year" include all models and will be
based on Buyer's *. Retroactive price adjustments will not be
permitted. For the first year of a product, Quantity will be
determined by the Buyer's forecast for the *. For subsequent
periods, the Annual Quantity will be based on Buyer's calendar
year forecast updated on *.
3. Minimum annual quantity per model * pieces
4. Quasar MR pricing shown above is for stainless steel encased,
single cathode plate construction cells
5. Price premiums based upon shape and/or terminal modification
complexity apply.
7. As of the Effective Date, Part I.A. of Exhibit B of the Agreement is
hereby amended to incorporate the new scheduled pricing and the new
terms for the base price of carbon monofluoride (CFx) basic cell
pricing as set forth according to the table below:
-----------------------------------------------------
CFx
Annual Quantity by Model Price
------------------------ -----
* *
* *
* *
* *
-----------------------------------------------------
Carbon Monofluoride (CFx) Battery Terms
a. Purchase Requirements: * of Buyer's CFx device battery demand to be
purchased from Seller
b. "Annual Quantity by Model" (Quantity) determined by battery model
and will be based on Buyer's calendar year forecast updated on a *..
Retroactive price adjustments will not be permitted. For the first
year of a product, the Annual Quantity will be determined by the
Buyer's forecast for the *. For subsequent periods, Quantity will be
based on Buyer's calendar year forecast updated on a *.. Retroactive
price adjustments will not be permitted.
c. Minimum annual quantity per model * pcs.
d. CFx pricing shown above is for stainless steel encased, single
cathode plate construction cells
e. Price premiums based upon shape and/or terminal modification
complexity will apply.
f. The above CFx price table is based on the premise that GB proves
the QMR technology functional by *. If GB is not successful in
qualifying the QMR technology, then the CFx pricing from Part I.A. of
Exhibit B of the Agreement applies.
8. As of Effective Date, Part I B of Exhibit B of the Agreement is hereby
amended to read in its entirety as follows:
"Battery Inventory
1. Seller's obligation under the Agreement to maintain
inventory is limited to the level reflected in "Inventory
Requirement" column of the table set forth below (subject to
Item 5 below)
2. The "Inventory Requirement" is that Seller maintain
inventory that can be processed by Seller to completion and
shipped to Buyer within *
3. Seller inventories will be replenished within a period of *
4. All inventory levels adjusted quarterly per Buyer's updated
forecast
5. Safety Stock requirement for Buyer's location is Sweden (AB)
is limited to Consignment Inventory only
6. Buyer and Seller agree to work together to minimize
inventory obsolescence costs. Buyer is responsible for
finished inventory and work in process necessary to sustain
safety stock levels.
- --------------------------------------------------------------------------------
Battery Required Inventory*
- --------------------------------------------------------------------------------
Lithium Iodine * of annual forecast
- --------------------------------------------------------------------------------
SVO * of annual forecast
- --------------------------------------------------------------------------------
CFx * of annual forecast
- --------------------------------------------------------------------------------
QMR * of annual forecast
- --------------------------------------------------------------------------------
* will be held off-site for Disaster Recovery purposes.
* is the target date to achieve above inventory requirements."
9. Within * of the Effective Date of this Amendment, Buyer and Seller
agree to entertain exploratory discussions aimed at developing a high
rate battery targeted for emerging markets. This program will be a
high priority strategic initiative for both Buyer and Seller. This
battery will at minimum maintain current safety requirements and will
target a step function improvement in cost. Performance tradeoffs
around longevity, charge times, size and other key attributes will
need to be made to achieve the above goals. The Parties acknowledge
that this Product is not available today and agree to jointly explore
the options for developing such a Product. Upon the annual anniversary
date of this Amendment No. 5, if the Buyer does not see satisfactory
progress on this initiative by the Seller, a meeting will be called by
the Buyer and the Seller will have * to rectify the Buyer's concerns.
If lack of progress for issues identified in the meeting continues the
Buyer retains the right to reduce the minimum purchase requirements in
Sub-section 5a of this Amendment No. 5 to *.
10. As of Effective Date, Part II of Exhibit B of the Agreement is hereby
amended to add a new subpart "D" which reads in its entirety as
follows:
"D. The Seller agrees at the Buyer's request to complete a custom
designed Capacitor Development Program for an NRE charge of *. The
Seller will then rebate the Buyer * per unit of Capacitors purchased
for the * of this model purchased by the Buyer after completion of
the qualification. The rebate will expire upon the earlier of the
following:
i) * after completion of the product qualification by the
Seller
-or-
ii) Expiration of the Agreement."
11. As of Effective Date, Section 7 of Exhibit A of the Agreement is
hereby amended to include Sensor Assemblies as a New Product subject
to the terms of the Agreement. Buyer and Seller shall negotiate in
good faith a Sensor Collaborative Development Agreement to be executed
no later than * from execution of this Amendment No.5. Upon successful
qualification of Sensor Assembly Product by Seller, Seller shall have
the right of first refusal to manufacture the Product according to the
terms set forth in such agreement.
12. As of the Effective Date of this Amendment No. 5, Section 7 of Exhibit
A of the Agreement is hereby amended to include a new Sub-section 7.3
which reads in its entirety as follows:
"*"
13. As of Effective Date, Section 1 of Exhibit A of the Agreement is
hereby amended to add a new subpart which will read in its entirety as
follows:
1.9 "Sensor Assemblies" means implantable optical biological
detection technologies including but not limited to the sensor
programs currently known as Photophlethysmography "PPG" and "SVO2."
14. As of Effective Date, Amendment No. 4 Exhibit G of the Agreement is
hereby amended to read in its entirety as follows:
- -------------------------------------------------------------------------------------------------------------
Filtered Feedthrough*
Unit Pricing
Component SJM Part # 2007 2008 2009 2010 2011 2012 2013
- --------- ---------- ---- ---- ---- ---- ---- ---- ----
LV Quad Square Flange 60002780-002 * * * * * * *
LV Quad Angled Flange 60002780-004 * * * * * * *
Microny 6327659 * * * * * * *
Regency 2054583 * * * * * * *
ATLAS 2 6-pin Shortlead 10009229-002 * * * * * * *
Quadpolar 8001713 * * * * * * *
Quadpoloar 3001206 * * * * * * *
ATLAS 2 4-pin 10009230-001 * * * * * * *
ATLAS 2 6-pin 10009229-001 * * * * * * *
Photon Micro H 1080492-004 * * * * * * *
Photon Micro II 10007259 * * * * * * *
Dual Quadpolar 60004415-001 * * * * * * *
Dual Quadpolar 60004415-002 * * * * * * *
- -------------------------------------------------------------------------------------------------------------
*The price of platinum metal used for calculations is the London spot market
closing price as of *. It is * per Troy ounce.
a. Purchase Requirements: Minimum * of Buyer's overall Feedthrough
(including filtered) requirements to be purchased from Seller.
15. As of the Effective Date, Part B of Exhibit D of the Agreement is
hereby amended to incorporate the new scheduled pricing for Platinum
Components, which will now be referred to as Coated Components, and
additional terms for Coated Components:
----------------------------------------------------------------------
Coated Component
Unit Pricing
Component SJM Part # GB Part # Unit Price
--------- ---------- --------- ----------
Ring 2106342 / 6042379-001 1005701 *
Tip 2106334 / 6042378-001 1005801 *
Eluting Tip 6041783-097 0959201 *
Helix 6041706-002 0957001 *
----------------------------------------------------------------------
3. GB will be offered the opportunity to quote on new part
numbers, and, assuming GB's pricing, responsiveness to
requests for quotes and leadtimes are acceptable, additional
part numbers will be added to the pricing tables as new
programs are introduced.
4. A minimum of * of Buyer's demand for part numbers 2106342 /
6042379-001 and 2106334 / 6042378-001 to be purchased from
the Seller.
16. As of the Effective Date, Part C of Exhibit D of the Agreement is
hereby amended to incorporate the new scheduled pricing for Other
Machined/Molded Components and additional terms for Other
Machined/Molded Components:
Machined / Molded Component
Unit Pricing
Machined Part Part # Unit Price
- ------------- ------ ----------
SET SCREW ALL 6041534-001 *
WASHER/1388 LEADS (2 PER) 6041701-001 *
SPACER 6041696-002 *
SET SCREW 6041504-001 *
RING 6041697-001 *
CONNECTOR PIN 6041555-001 *
PROXIMAL RING 6041266-002 *
CRIMP CORE 6041693-001 *
SEPTUM RING 3001236 *
HEADER COUPLING 6041994-001 *
CONNECTOR BLOCK 6041809-001 *
ICD CONNECTOR BLOCK 10001534 *
ICD CONNECTOR BLOCK 10001535 *
ICD CONNECTOR BLOCK 10001536 *
ICD CONNECTOR BLOCK 40000332-001 *
ICD CONNECTOR BLOCK 40000331-001 *
CONNECTOR ASSEMBLY (IS-1) 7001441-012 *
CONNECTOR ASSEMBLY 7001630-001 *
A-CONNECTOR ASSEMBLY 7002236-001 *
V-CONNECTOR ASSEMBLY 7002237-001 *
L-CONNECTOR SUB-ASSEMBLY, A-CHAMBER 7002323-001 *
L-CONNECTOR SUB-ASSEMBLY, V-CHAMBER 7002323-002 *
T CONNECTOR W/WIRE (LV) 7002443-004 *
T CONNECTOR W/WIRE (RV) 7002443-005 *
T CONNECTOR W/WIRE (A) 7002443-006 *
1. GB will be offered the opportunity to quote on new part
numbers, and, assuming GB's pricing, responsiveness to
requests for quotes and leadtimes are acceptable, additional
part numbers will be added to the pricing tables as new
programs are introduced.
17. As of the Effective Date, Part A of Exhibit E of the Agreement is
hereby amended to incorporate the new scheduled pricing for
Enclosures:
Enclosures
Unit Pricing
Part # Unit Price Part # Unit Price
------ ---------- ------ ----------
02065589 * 6012054-001 *
02074441 * 6012054-002 *
02101582 * 6042356-001 *
02101590 * 6042356-002 *
6201847 * 6042372-001 *
6201854 * 6042372-005 *
6231463 * 6042372-006 *
6231471 * 10006573 *
10007741 * 40002540-001 *
10007742 * 40002540-002 *
10008938 * 40002544-001 *
10008939 * 40002544-002 *
10008940 * 60008403-001 *
10008941 * 60008403-002 *
10009060-001 * 60008403-003 *
10009061-001 * 60008403-004 *
6011200-001 *
6011200-002 *
6011200-005 *
6011200-006 *
18. As of the Effective Date, Section 3 of the Agreement is hereby amended
to incorporate:
"3.1 Price Adjustments for Significant Cost Impact. The price for
any Product may be adjusted up or down during the term of this
agreement, by mutual consent, if there is significant impact to the
final cost of the Product:
(a) In the case of Platinum, the price of any Product is subject to
upward or downward modification from time to time due to an
increase or decrease, as the case may be, in the cost of
Platinum to Seller. Any price modifications will be indexed and
based upon the "one year" Futures Contract Price as reported by
Johnson Matthey on any day between *, at Buyers selection, of
each contract year. Buyer is required to have provided a
forecast for all Products for the following calendar year and
the Seller is required to have accepted that forecast a minimum
of * before the day in * selected by the Buyer. On the day
selected by the Buyer, the Buyer is required to communicate its
selection to the Seller's Global Account Manager and Customer
Service Representative. The Seller will then have * to lock-in
price of Pt for the Buyer for the following calendar year. Any
price modification shall be determined and agreed upon by * of
each year and will be effective with shipments delivered
beginning on * of the following year. The cost of Platinum used
as the basis is per the pricing table under paragraph 13.
(b) In the case of Titanium, the price of any Product is subject to
upward or downward modification from time to time due to an
increase or decrease, as the case may be, in the cost of
Titanium to Seller, to the extent Seller's price change is based
on an increase or decrease in the cost of Titanium in an amount
greater than * of the current cost of Titanium contained in any
Product. The reference price of Titanium will be based upon the
*. Any price modification shall be determined and agreed upon in
* of each year and will be effective with shipments delivered
beginning 01 January of the following year.
If Seller determines that a price increase or decrease under this
Article is required or permissible, Seller shall deliver written
notice to Buyer setting forth the basis for such determination.
In the event that purchase volumes deviate from forecasted volumes
by more than * annually, Seller reserves the right to appropriately
re-price product as a result of these varying impacts. Specifically,
product pricing, impacted (increased or decreased) by raw material
costs for purchased volumes exceeding * of the forecasted annual
volume, will be re-priced to accommodate these relevant raw material
changes. Further, should purchased volumes not meet the * level of
the forecasted annual volume, Buyer agrees to pay the actual
carrying costs associated with the inventoried products, WIP, and
raw materials that remain un-purchased."
3.2 Prior to * of each contract year, Buyer shall provide Seller
with written certification of Buyer's compliance with the minimum
purchase requirements set forth in Section 6 of the Agreement."
19. Buyer and Seller agree, within * of the effective date of this
Amendment, to issue a joint press release stating that Greatbatch is
the exclusive supplier of battery technology and the critical supplier
of filtered feedthrough technology to St. Jude Medical. The press
release will also state that the Parties have entered into an amended
Supply Agreement through 2013, which provides for year over year price
reductions on both technologies through collaboration on manufacturing
and supply chain efficiencies. Additionally, the parties are committed
to jointly develop new technologies, including the introduction of a
new low cost power solution, for future market requirements with an
implementation date of no later than 2009.
20. 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 No. 5 to be executed by their respective
duly authorized representatives as of the Effective Date.
BUYER: SELLER: SELLER:
PACESETTER, INC. GREATBATCH, INC. GREATBATCH, INC.
By: /s/ Jeff Chateau By: /s/ Susan Campbell By: /s/ Mauricio Arellano
-------------------- --------------------- ---------------------
Vice President Vice President
Title: VP Supply Lines Title: Medical Power Title: Medical Solutions
----------------- ------------------ ------------------
Date: 2-26-07 Date: 2-28-07 Date: 2-28-07
------------------ ------------------ -------------------