exv10w01



 






Exhibit 10.01









AMENDMENT ELEVEN

TO THE AMENDED AND RESTATED

AUTHORIZED SYMANTEC ELECTRONIC RESELLER

FOR SHOP SYMANTEC AGREEMENT



This Eleventh Amendment to The Amended and Restated Authorized Symantec Electronic Reseller
for Shop Symantec Agreement (the “Amendment Eleven”) is made as of the Amendment Eleven Effective
Date, as defined below, and shall serve to amend the Amended and Authorized Symantec Electronic
Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec
Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).




RECITALS



A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for
Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance
with the terms and conditions set forth in the Agreement.



B. Symantec and Digital River desire to make several adjustments to the terms and conditions of the
Agreement.




NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements
hereinafter set forth, Symantec and Digital River agree as follows:




	1.	 	Capitalized terms used herein and not otherwise defined below shall have the meanings set
forth in the Agreement.
	 
	2.	 	Selling Veritas Product on the Storefront. Section 3 “Obligations of Digital River”
is hereby amended to include the following at the end of the section:
	 
	 	 	Selling Veritas Products on the Storefront Post Closing.






	 	a.	 	Background. While Symantec currently anticipates completing its
acquisition of all the assets of Veritas Software Corporation (“Veritas”),
which will result in Veritas becoming a wholly owned subsidiary of Symantec
(the “Closing”), by June 30, 2005, this date is subject to change. As a
result, the effective date of the Closing for purposes of this Amendment
Eleven is the date upon which Digital River receives written notice that the
Closing has occurred (the “Closing Date”) from *, Director, Global Online
Sales. Symantec, immediately following the Closing, desires to sell the
Veritas computer software products, as listed in Exhibit Y hereto, as it may
be amended from time to time (“Veritas Products”), on the Storefront in North
America (the “VP Territory”). Symantec will not offer downloadable versions
of the Veritas Products on the Storefront.
	 
	 	b.	 	Pre-Closing Work. Symantec, and Digital River at Symantec’s
reasonable request, will perform, prior to the Closing, the work Symantec
deems reasonably necessary in order be prepared to sell the Veritas Products
on the Storefront immediately following the Closing. Such work includes, but
is not limited to: creating SKUs, developing and creating web pages and online
links, providing Veritas Products to Digital River to fulfill post-Closing







 




			
	*	 	Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.





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	 	 	 	sales, and creating internal processes and procedures to address the selling
and fulfilling of Veritas Product on the Storefront (the “Pre-Closing Work”).
	 
	 	c.	 	Purchase Orders for, and Stocking of, Veritas Product. Symantec
personnel will coordinate with Digital River, and Digital River will
reasonably cooperate with Symantec, regarding Digital River obtaining Veritas
Products from Symantec, prior to the Closing, in order that Digital River will
be prepared to fulfill the initial post-Closing sales of Veritas Products on
the Storefront.
	 
	 	d.	 	Limitations. Prior to the Closing Date, under no circumstances:
(a) will the Storefront display or refer to the Veritas Product; (b) will the
Storefront enable a user to purchase the Veritas Product; (c) will orders for
Veritas Product be accepted or fulfilled on the Storefront. Under no
circumstances will the Veritas Products be sold on the Storefront outside the
VP Territory.
	 
	 	e.	 	Pricing. The Veritas Products will be treated as Consumer
Symantec Products, as that term is used in the Agreement, for purposes of
selling the Veritas Products on the Storefront, and for purposes of
calculating the actual final price Digital River pays Symantec for the Veritas
Products, which is based upon the Partner Efficiency Sharing Model.






	3.	 	Partner Efficiency Model. Section 11(c)(i), as amended by Amendment Four, is hereby
deleted in its entirety and replaced with the following.






	 	c.	 	Payments by Digital River to Symantec.






	 	i.	 	Symantec Pricing to Digital River. From time to time,
Symantec shall provide Digital River with price lists setting forth the *
prices from Symantec to Digital River for the Symantec Products (“List
Price(s)”). The current price lists for the Symantec Products as of the
Amended Date is set forth as Exhibit A to this Agreement. Symantec’s Revenue
Accounting department and E-commerce Marketing team will maintain and update
the Symantec Products in terms of both product lines offered, their SKUs
listing and any pricing changes, and forward this updated list to Digital
River for the purpose of calculating the price adjustment for the actual final
price that Digital River pays to Symantec, in accordance with the Partner
Efficiency Sharing Model, as indicated below. Unless otherwise noted and
provided as separate lists in Exhibit A, the List Price and the ERPs are the
same.
	 
	 	 	 	The actual final price that Digital River pays Symantec for each Symantec
Product shall be based upon the Partner Efficiency Model, as defined and set
forth below, which is determined based upon the volume of sales of Symantec
Products made by Digital River. The calculation for the first two monthly
remittances from Digital River to Symantec of each quarter will be based upon
the previous established rate of * percent (*%). At the end of each quarter,
the Parties will agree on an estimated “Revenue @ ERP” for the upcoming
quarter, which shall be no less than the prior quarter’s actual “Revenue @
ERP.” After the conclusion of each quarter, a true up against the actual
“Revenue @ ERP” shall be performed per the schedule set forth below. The
amount due for consumer Symantec Products will be determined as follows: (i)
the actual total dollar value of the consumer Symantec Products sold for the
quarter (which amount shall be derived from the “penetration report” generated
by Digital River) (the *) will be multiplied by four (4) to annualize the
amount, then (ii) locate that total amount in the column “Revenue @ ERP” on the
Partner Efficiency Sharing Model below and (iii) find the applicable *
indicated at such







 




			
	*	 	Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.





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	 	 	 	level of “Revenue @ ERP” in the Partner Efficiency Sharing Model. The
applicable * will be applied to the * for such consumer Symantec Products to
determine * that Digital River shall pay Symantec for the Symantec Products.
The Parties agree to communicate the actual amount due to Symantec on the
fourth day of the next quarter.
	 
	 	 	 	A finalized activity report will be sent to Symantec on the tenth (10th)
of each month. Digital River shall pay Symantec the amount due by no later than the
twentieth (20th) of each month. There are no other annual catch up
adjustments or rebates based upon other quarterly activity that will be applied in
determining the final price that Digital River shall pay Symantec for the Symantec
Products. Subject to the foregoing requirement, Symantec reserves the right, from
time to time, increase or decrease its List Prices to Digital River and the ERPs for
the Symantec Products, which changes shall be effected by Symantec’s delivery to
Digital River of an updated price list. The Partner Efficiency Sharing Model will be
revisited by the Parties and may be adjusted by a mutually signed amendment.
	 
	 	 	 	The Partner Efficiency Model will not apply to any sales from the “Call Center,” and
“iStore,” which are governed by a * of * and *.





Partner Efficiency Model:

(All Revenue @ ERP in Millions)




 * 





	4.	 	Term. The Term of the Agreement is hereby mutually extended for an additional two
years. As a result, the new expiration date of the Agreement is July 1, 2008.
	 
	5.	 	Dedicated Team. Section 3(m) of the Agreement is deleted in its entirety, and the
term “Dedicated Team” in 3(b)(xii)(a)(iv) is hereby amended to mean no less than the following
Digital River personnel: * software development engineers; * web developer(s) (Creative
and site design); * project manager(s); * business analyst(s); and * Q&A engineer(s). In
addition, the following is hereby added to the end of Section 3(b)(xii)(a)(iv) and all
language in such Section contrary to the below is hereby deleted:






	 	 	 	The Dedicated Team will: (a) work solely on Symantec projects and requests at a one
hundred percent (100%) utilization rate; (b) work only * per person, per week, or
*, per person, per quarter (less any holidays) (“Dedicated Team Hours”); (c) not
work overtime on Symantec projects and requests. Digital River will be responsible
for all costs and fees related to the Dedicated Team. For the avoidance of doubt,
the special discounted Consulting Rate for each member of the Dedicated Team will
remain * per hour. To the extent Symantec requires work by the Dedicated Team in
excess of the Dedicated Team Hours, Symantec will request such work in writing, and
will pay the Consulting Rate, which is defined as * per hour in the Agreement, for
all such work. Digital River will provide a weekly written report to Symantec in
substantially the form it has used to report on the team’s utilization throughout
2005.






	6.	 	Exhibits. The Agreement is hereby amended to include a new Exhibit Y, “Veritas
Products,” as attached hereto.
	 
	7.	 	All other provisions of the Agreement, except as modified by this Amendment Eleven, shall
remain in full force and effect and are hereby reaffirmed.







 




			
	*	 	Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.





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	8.	 	This Amendment Eleven is considered effective on the last date for the Symantec signature
lines set forth below on this page (the “Amendment Eleven Effective Date”) provided that it
has been signed by Digital River and has been accepted by Symantec at its principal place of
business. Notwithstanding the foregoing, the effective date of paragraphs three (3) and five
(5) above will be April 1, 2005.




IN WITNESS WHEREOF, the parties hereto have executed this Eleventh Amendment on the date specified
below.




	 	 	 	 	 	 	 
	SYMANTEC CORPORATION	 	DIGITAL RIVER
	 
	 	 	 	 	 	 
	Signature:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Printed Name:

	 	 	 	Printed Name:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	SYMANTEC LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Printed Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 







 




			
	*	 	Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.





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Exhibit Y 





	1.	 	Replication Exec v3.1
	 
	2.	 	VERITAS Backup ExecTM 10 for Windows Servers
	 
	3.	 	VERITAS Backup ExecTM 10 for Windows Small Business Server
	 
	4.	 	VERITAS Backup ExecTM 10.0 for Windows Small Business Servers Remote Agent for Windows
Servers (CAL) 1-pack
	 
	5.	 	Veritas Backup ExecTM 10.0 for Windows Servers Agent for Microsoft Exchange Servers

	 
	6.	 	VERITAS Backup ExecTM 10.0 Agent for Microsoft SQL Server (CAL)
	 
	7.	 	VERITAS Backup ExecTM 10.0 for Windows Servers Remote Agent (CAL) for Windows or NetWare
Servers







 




			
	*	 	Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.






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