exv10w1






Exhibit 10.1




AMENDMENT TO TRANSITION SERVICES AGREEMENT

BETWEEN

HARRIS STRATEX NETWORKS, INC.

AND

HARRIS CORPORATION



This Amendment to Transition Services Agreement (this “Amendment”) is made as of Dec. 12,
2008 (the “Amendment Effective Date”) between Harris Stratex Networks, Inc., a company
incorporated under the laws of the State of Delaware, having a place of business at 637 Davis
Drive, Morrisville, NC 27560 (hereinafter referred to as the “Company”) and Harris
Corporation, a company incorporated under the laws of the State of Delaware, having a place of
business at 1025 W. NASA Blvd., Melbourne, FL 32919 (hereinafter referred to as “Harris”
and collectively with the Company referred to herein as the “Parties”).




RECITALS





	A.	 	The Parties entered into a Transition Services Agreement, dated January 26, 2007, (the
“Transition Services Agreement”), which Transition Services Agreement was amended by
that certain Number 1 Amendment to Transition Services Agreement executed October 29, 2007
(such Number 1 Amendment to Transition Services Agreement is referred to herein as
“Amendment No. 1”). All capitalized terms used herein but not defined herein shall
have the respective meanings specified in the Transition Services Agreement.
	 
	B.	 	In accordance with Section 6.03 of the Transition Services Agreement, the Parties now desire
to further amend the Transition Services Agreement as hereinafter provided. The Parties also
now desire to terminate in all respects Amendment No. 1, such termination to be effective from
and after the Amendment Effective Date.
	 
	C.	 	NOW, THEREFORE, in consideration of the mutual promises and covenants included herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:





AGREEMENT





	1.	 	Amendment to Section 1.07(b) Section 1.07(b) of the Transition Services Agreement is
hereby replaced and amended to read in its entirety as follows:






“(b) In the event any cost is incurred by Harris or any of its Affiliates in
connection with obtaining or soliciting the consent of any third party in
accordance with Section 1.07(a), such cost shall be paid by the
Company and the Company shall reimburse Harris or any of its Affiliates, as
the case may be, upon receipt of an invoice from Harris or its Affiliates,
as applicable, with respect to such costs. If this Agreement is terminated
solely by reason of Harris ceasing to be the majority owner of the Company’s
voting interest, Harris and the Company agree to engage



1









 







commercially reasonable efforts to transfer the software licenses
exclusively used by the Company, such transfer being wholly dependent on the
software licensor’s consent to such transfer.”




	2.	 	Amendment to Section 2.01. Section 2.01 of the Transition Services Agreement is
hereby replaced and amended to read in its entirety as follows:






“Section 2.01 Cost of the Services. In consideration of the
provision of the Services, the Company shall pay to Harris, without set-off,
a service fee for each such Service in the amount equal to the sum of (a)
all internal costs allocated to the maximum extent reasonably practicable to
the provision of such Service on a fully allocated basis, consistent with
the allocation methodology used to determine charges for internal
allocations to the other operating segments of Harris, as such allocation
methodology or amounts may be changed from time to time at the discretion of
Harris; provided, however, that if a Service is provided on a basis other
than an allocation, the costs to be paid by the Company shall be the costs
to Harris or as set forth on Schedule I (for example, hourly billing rates),
(b) a ten percent (10%) administrative and management fee applied to the
costs outlined in subsection (a) of this Section or any cost or fee as
provided in Schedule I attached hereto, (the “Administrative Service
Cost”), and (c) any additional out-of-pocket costs or expenses incurred
by Harris in connection with the provision of such Service, including
without limitation, payments or costs for an ongoing license, grant or
provision of rights or services (all such fees described in (a), (b) and (c)
with respect to each Service, the “Service
Fee”, and collectively
for all Services, the “Service Fees”, in each case with respect to
the relevant payment period, if any, set forth on Schedule I. The Company
shall not be obligated to pay for any individual Service that was properly
terminated pursuant to Section 4.02 or Section 4.03 unless
the Company knowingly accepts the benefits of such Services following any
such termination. The Company will pay Harris the Service Fee relating to
any terminated Service until the effective date of termination.”


The Parties acknowledge and agree that the cost of Services rendered from and after June 28, 2008
shall be based upon Section 2.01 as amended by this Amendment.





	3.	 	Amendment to Section 2.02 of the Transition Services Agreement, Manner and Timing of
Payment shall be made as follows:






     The first sentence of Section 2.02 shall be deleted in its entirety and replaced with
the following:




All payments shall be made, without set-off, within forty-five (45) days after
receipt of an invoice therefor.



2









 






	4.	 	Amendment to Section 4.01. Section 4.01 of the Transition Services Agreement is
hereby replaced and amended to read in its entirety as follows:






“Section 4.01 Term. The term of this Agreement shall commence on the
Effective Date and shall continue unless otherwise terminated in accordance
with the terms of the Agreement (such period is referred to as the
“Term”). Any termination or expiration of this Agreement with
respect to any particular Service shall not terminate this Agreement with
respect to any other Service provided under this Agreement.”




	5.	 	Amendment to Section 4.03. Section 4.03 of the Transition Services Agreement is
hereby replaced and amended to read in its entirety as follows:





          “Section 4.03 Termination by the Company or Harris.




	 	a.	 	This Agreement may be terminated at any time by either
Party with respect to any particular Service or all Services, without
cause, effective upon ninety (90) days prior written notice to the other
Party. Notwithstanding the foregoing, Harris may not terminate Service
ID Number IT 006, Financial Applications any sooner than October 31,
2009 unless otherwise agreed to in writing by the Parties.
	 
	 	b.	 	In addition to payments of any amounts due upon
termination of a Service or this Agreement as set forth in Articles 2
and 4, upon termination of any Service or this Agreement, the Company
shall also pay to Harris within forty-five (45) calendar days of the
expiration or termination of this Agreement or any Service, as the case
may be, any remaining unamortized portion of any prepaid software
license fees and related assets allocated by Harris to the Company prior
to such termination or expiration.
	 
	 	c.	 	As of the Amendment Effective Date, the Company and Harris
agree and acknowledge that Supply Chain Management and Operations, (“SCOS”),
services are hereby terminated except for those SCOS services expressly
provided in Section I(2) of Schedule I attached hereto. In lieu of any
remaining obligations relating to termination of SCOS services, including
without limitation, payment of the remaining unamortized, allocated portion
of EXPO services and software fees, the Company agrees to pay Harris Five
Hundred and Seventy Two Thousand Dollars ($572,000) for the EXPO
implementation project and Sixty Five Thousand Nine Hundred Dollars
($65,900) for software fees upon receipt of a Harris issued invoice but due
no later than December 30, 2008. The Parties further agree to terminate the
SCOS RTS services effective September 30, 2009.




3









 












	6.	 	Amendment of Schedule I. Schedule I to the Transition Services Agreement is
amended and replaced in its entirety by Schedule I attached to this Amendment.
	 
	7.	 	Termination of Amendment No. 1. The Parties acknowledge and agree that Amendment No.
1 is hereby in all respects terminated and of no further and effect from and after the
Amendment Effective Date.
	 
	8.	 	Effectiveness. This Amendment shall be effective when executed by Harris and the
Company.
	 
	9.	 	Counterparts. This Amendment may be executed in two or more counterparts (including
by means of non-alterable electronic copies of signature pages), all of which shall be
considered one and the same agreement.
	 
	10.	 	No Other Amendments. Except as expressly set forth in this Amendment, no other
amendment or modification is made to any other provisions of the Transition Services
Agreement, and the Transition Services Agreement shall remain in full force and effect, as
amended hereby, and Harris and the Company hereby ratify and reaffirm all of their respective
rights and obligations thereunder.




IN WITNESS WHEREOF, Harris Stratex Networks, Inc. and Harris Corporation have caused this Amendment
to be executed by their duly authorized representatives as of the 12 DEC., 2008.




	 	 	 
	Harris Corporation

	 	Harris Stratex Networks, Inc.
	 
	 	 
	By: /s/ GARY L. McARTHUR
 


	 	By: /s/ SARAH A. DUDASH 

	Name:  GARY
L. McARTHUR

	 	Name:  SARAH A. DUDASH

	Title:    SUP, CFO

	 	Title:    SR. VP, CFO







(Schedule I
is Omitted)





4