exv10w3



 







Exhibit 10.3







3039 Cornwallis Road

RTP, NC 27709



December 15, 2005



Mr. Michael Harrison

Brocade Communications Systems, Inc.

1745 Technology Drive

San Jose, CA 95110




Subject: Amendment 23 to SOW#1 of the IBM/Brocade Goods Agreement ROC-P-68




This letter (the “Amendment”) serves as Amendment Number 23 to SOW#1, including all amendments
thereto (“SOW#1”) of the Goods Agreement ROC-P-68 (the “Agreement”). All defined terms contained in
the Agreement and SOW #1 shall have the same meaning in this Amendment unless otherwise stipulated
below. The parties hereby mutually agree to amend the Agreement as follows:



1. Add the following specification to Section 1.1, “Specifications”, of the SOW:




	 	•	 	“IBM Environmental Engineering Specifications 46G3772 and 53P6233 (“Environmental
Specifications”), found in the Environmental Requirements section of IBM’s Information for
Suppliers website:

[**] to be effective July 1, 2006. The foregoing does not apply to Products that will end
of life as of June 30, 2006 or their associated FRUs. Any Product that does not comply
with the above specifications shall be deemed end of life as of June 30, 2006.”





2. Amend SOW by adding a new section 12.0 entitled “Compliance with Environmental Laws”




“12.0 Compliance with Environmental Laws




[**] “Environmental Laws” means those laws, rules and regulations of (and as enacted by) the
United States (local, state and federal), Canada, or any member of the European Union and other
country that relate to environmental matters, including material restrictions, material bans,
product labeling, availability of product environmental information, energy efficiency, end-of-life
product take back, packaging, batteries and other similar requirements, based on Buyer’s
Specifications, with the exceptions noted in 12.1, below. For example, Environmental Laws include
those laws of the European Union member states that implement Directive 2002/96/EC on waste
electrical and electronic equipment and Directive 2002/95/EC regarding restriction of the use of
certain hazardous substances in electrical and electronic equipment. [**]



12.1 Based on evaluation of the Spec\fications, Supplier takes except to the following provisions.

[**]




	12.1.2	 	Specification 53P6233

[**]





	 	 	 
	Accepted and Agreed To:

	 	Accepted and Agreed To:
	International Business Machines Corporation

	 	Brocade Communications Systems, Inc.








 




			
	[**]	 	Certain information on this page has been omitted
and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.




1









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert J. Tice 	 	1/11/06 	 	 	 	By:	 	/s/ Ian Whiting 	 	1/3/06 
	 	 	 	 	 	 	 	 	 
	Authorized Signature	 	Date	 	 	 	Authorized Signature	 	Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Robert J.
Tice 
	 	 	 	 	 	Ian Whiting 	 	 	 	 	 	 
	 	 	 	 	 
	Type or Print Name	 	 	 	Type or Print Name
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OEM
Procurement GCM 
	 	 	 	 	 	 VP, Worldwide Sales 	 	 	 	 	 	 
	 	 	 	 	 
	Title & Organization	 	 	 	Title & Organization







2