CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit 10.17
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
ADDENDUM
THIS ADDENDUM (the “Addendum”) to the Master Distributor Agreement effective as of March 12, 2014 (the “Agreement”) is made by and between Avnet, Inc., a New York corporation, having offices at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxx, XX 00000 (“Distributor”) and Xilinx, Inc., a Delaware corporation, having offices at 0000 Xxxxx Xxxxx, Xxx Xxxx, XX 00000, Xilinx Ireland Unlimited Company (formerly known as Xilinx Ireland), a company incorporated under the laws of Ireland and having its registered office at 2020 Xxxxxxxx Avenue, Citywest Business Campus, Saggart, Co. Dublin and Xilinx Sales International Pte. Ltd., a company organized and existing under the laws of Singapore, having its principal office at 0 Xxxxxx Xxxxxxxx Xxxx Xxxxx, Xxxxxxxxx 000000 (collectively and individually “Xilinx”), to be effective as of March 1, 2017.
The parties agree as follows:
In the event of a conflict between this Addendum and the Agreement, the terms and conditions of this Addendum have precedence over the Agreement with respect to the activities of the PF Participating Companies. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. Except as specifically modified by this Addendum, all terms and conditions of the Agreement remain in full force and effect.
1) | Subject to the terms and conditions of the Agreement, Xilinx hereby adds Premier Farnell UK Limited (“PF”) and its affiliates (collectively with PF, “PF Participating Companies”), all Subsidiaries of Distributor, to Exhibit A of the Agreement, “Schedule of Authorized Electronics Marketing Locations”. The PF Participating Companies that are added as authorized Electronics Marketing selling locations under this Agreement are set out in Appendix 1 of this Addendum. Additional PF Participating Companies may be added to this Agreement by PF. |
2) | Due to the unique business model of PF, the below guidelines serve to augment the business model between Xilinx and Distributor: |
a. | PF Participating Companies will purchase Products (as defined in the Agreement) solely and directly from Xilinx at Distributor Cost (as defined in the Agreement). |
b. | Shipping terms are CPT (XX Xxxxxxxx Warehouse UK) (INCOTERMS 2010). |
c. | PF Participating Companies will store and handle Xilinx product in accordance with the audit material provided by Xilinx, as may be updated from time to time. |
d. | PF Participating Companies will provide a weekly point of sale report (“POS”) to Xilinx. The POS will include the following for each sales transaction to cover all PF Participating Companies: |
i. | Customer Name |
ii. | Ship to Location |
iii. Address line 1
iv. Xilinx Device / Part (To include Development Systems)
v. | Quantity of Devices / Parts (To include Development Systems) |
vi. PF Participating Company Cost (Distribution Book Cost)
vii. PF Participating Company Resale Price to Customer (Prices must be provided in currencies that Xilinx can manage (in its data systems); Xilinx Finance team will provide the list of currencies, upon request)
e. | Xilinx may audit the records of the PF Participating Companies concerning Products, inventory, and storage facilities upon 48 hours’ notice to PF, notice to be addressed to the following: |
Premier Farnell UK Limited
Attn: Vice President / General Counsel
000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Xxxxxx Xxxxxx of America
f. | PF Participating Companies may rotate stock as provided in Section 13 of the Agreement; provided however, that with respect to PF Participating Company stock and any credit issued by Xilinx to PF Participating Company in connection with such PF Participating Company stock: (1) PF Participating Companies may only rotate stock twice per year as agreed between Xilinx and PF, but in the event that Xilinx and PF Participating Companies are unable to mutually agree on a stock rotation schedule, Xilinx will set the schedule in its absolute discretion, and (2) the total dollar value of the credit shall not exceed [***] percent [***] of the dollars invoiced by Xilinx to PF Participating Companies, net of any adjustment, during the subject six-month period. |
To evidence the parties’ agreement to this Addendum, they have signed and delivered it on the date(s) below, but as of the date set forth in the preamble.
Xilinx:
Xilinx, Inc. Xilinx Ireland Unlimited Company
By: | /s/ Xxxxxxxxxxx Xxxx Xxxxx | By: | /s/ Xxxxx Xxxxxx | |
Authorized Signature | Authorized Signature | |||
Name | Xxxxxxxxxxx Xxxx Xxxxx | Name | Xxxxx Xxxxxx | |
Printed or Typed | Printed or Typed | |||
Title | CVP, Channel Sales | Title | Managing Director | |
Date | 3/24/2017 | Date | 3/25/2017 | |
Xilinx Sales International Pte. Ltd.
By: | /s/ Xxxx Xxxxxxx | |
Authorized Signature | ||
Name | Xxxx Xxxxxxx | |
Printed or Typed | ||
Title | Site Director | |
Date | 3/27/2017 | |
Distributor:
Avnet, Inc.
By: | /s/ Xxxxx Xxxxxxxxxx | ||
Authorized Signature | |||
Name | Xxxxx Xxxxxxxxxx | ||
Printed or Typed | |||
Title | Chief Transformation Officer | ||
Date | 22 March 2017 10:33 MST | ||
Exhibit A
Premier Farnell Participating Companies
(current as of March 2017)
Territory – all global locations | ||
Name of Company | Country of Incorporation | |
UK BUSINESSES | ||
Premier Farnell UK Limited | UK | |
(includes Farnell and CPC trading divisions) | ||
OVERSEAS FARNELL COMPANIES | ||
element14 Pty Ltd | Australia | |
element14 Limited | New Zealand | |
Element14 sp. zo.o | Poland | |
Farnell GmbH | Germany | |
Farnell Danmark AS | Denmark | |
Oy Farnell (Finland) Ab | Finland | |
Farnell Components Aktiebolag | Sweden | |
Farnell AG | Switzerland | |
Farnell Components (Ireland) Limited | Ireland | |
Farnell (France) SAS | France | |
Farnell (Netherlands) BV | Netherlands | |
element14 Pte Limited | Singapore | |
element14 Sdn. Bhd. | Malaysia | |
eluomeng Limited | Hong Kong | |
Farnell Components SL | Spain | |
Farnell (Belgium) | Belgium | |
Farnell Italia Srl | Italy | |
eluomeng Electronics (China) Co Ltd | China | |
element14 Asia Pte Limited | Singapore | |
element14 India Private Limited | India | |
Farnell Components (Israel) Limited | Israel | |
Newark Companies | ||
Newark Electronics Corporation | USA | |
Newark Corporation | USA | |
Element14 de Mexico, S. de X.X. de C.V. | Mexico | |
Premier Farnell Canada Limited | Canada | |
Embest Companies | ||
Shenzhen Embest Technology Co Ltd | Shenzhen | |
Element14 Limited | Hong Kong | |
MCM Companies | ||
MCM Electronics, Inc. | USA | |
