exv10w124






Exhibit 10.124




Amendment #12 to SOW 4903RL1112




August 21, 2008




Brocade Communications Systems, Inc.

1745 Technology Drive

San Jose, CA 95119




Subject: Amendment #12 to Statement of Work #4903RL1112 (“SOW”) dated December 15, 2003




This Amendment #12 “(Amendment”) to Statement of Work # 4903RL1112 (“SOW”) adopts and incorporates
by reference the terms and conditions of Goods Agreement # 4999RO0015 (“Agreement”) by and between
Brocade Communications Systems, Inc. (“Brocade”) and International Business Machines Corporation
(“IBM”). The parties agree to amend the SOW as follows. All other terms and conditions in the
Base Agreement and SOW shall remain in full force and effect.



This amendment will be effective when signed by both parties.




	1.0	 	Amendment #11 will not be issued due to an administrative error.
	 
	2.0	 	Amend the Preamble in the SOW in its entirety and replace it with the following:
	 
	 	 	This Statement of Work (“SOW”) No. # 4903RL1112 adopts and incorporates by reference the terms
and conditions of Goods Agreement   # ROC-P-68 (“GA”) between International Business Machines
Corporation “Buyer” or “IBM”) and Brocade Communications Systems, Inc with offices at 1745
Technology Drive, San Jose, CA 95110 (“Supplier” or “Brocade”).  This SOW is effective beginning
on December15, 2003 (“Effective Date”) and will remain in effect until December 14, 2011.
 Transactions performed under this SOW will be conducted in accordance with and be subject to
the terms and conditions of this SOW, the GA and any applicable Work Authorizations (“WAs”).
 This SOW is not a WA.  Product Unique Attachments and any changes thereto must be in a writing
signed by both parties, and the terms of a Product Unique Attachment will apply only to the
Products identified in such Product Unique Attachment. The initial Product Unique Attachment is
attached hereto and incorporated herein by reference as “Product Unique Attachment # 1”, and the
additional Attachments 2 through 5 are attached hereto and incorporated herein by reference.
Subsequent Product Unique Attachments or changes to existing Product Unique Attachments will
take effect on the effective date provided therein and will be incorporated herein upon
execution by the parties.
	 
	3.0	 	Replace “Lead Time” in Section 1 with the following:





“Lead Time” means the minimum length of time prior to a specific delivery date that Supplier
must receive a WA from Buyer to ensure delivery by such date. For direct purchase orders that are
within IBM’s forecast, the Lead-time for delivery FCA  Brocade’s dock is [**] business days from
the date that Brocade receives IBM’s purchase order.  For direct purchase orders that are beyond
IBM’s forecast, the Lead-time for delivery FCA Brocade’s dock is [**] business days from the date
that Brocade receives IBM’s purchase order. Refer to Amendment 1/Attachment 5 for terms and
conditions relating to the fulfillment of product by Supplier under hubbing arrangements.





 




			
	[**]	 	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.





 









 




 Amendment #12 to SOW 4903RL1112


4.0 Replace Section 4 of PUA “Product Price List and Description” in its entirety with the
following:



PRODUCT UNIQUE ATTACHMENT




4.0 PART NUMBER UNIQUE TERMS




Section 4.1: PRODUCT PRICE LIST AND DESCRIPTION



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Freight -	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	DDU for	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	hub locs	 	 	 	 
	Buyer	 	 	 	Fulfillment	 	 	 	 	 	 	 	 	 	Ship	 	FCA for	 	 	 	 
	Part	 	Supplier Part	 	locations	 	Product	 	 	 	 	 	Group	 	non-hub	 	**Software	 	 
	Number	 	Number *	 	(if required) *	 	Description	 	Unit Price of Product	 	adder	 	loc	 	Maintenance	 	Total Price
	[**]
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	[**]	 	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.



 









 




Amendment #12 to SOW 4903RL1112



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Freight -	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	DDU for	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	hub locs	 	 	 	 
	Buyer	 	 	 	Fulfillment	 	 	 	 	 	 	 	 	 	Ship	 	FCA for	 	 	 	 
	Part	 	Supplier Part	 	locations	 	Product	 	 	 	 	 	Group	 	non-hub	 	**Software	 	 
	Number	 	Number *	 	(if required) *	 	Description	 	Unit Price of Product	 	adder	 	loc	 	Maintenance	 	Total Price
	[**]
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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Freight -	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	DDU for	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	hub locs	 	 	 	 
	Intel	 	 	 	Fulfillment hub	 	 	 	 	 	 	 	 	 	Ship	 	FCA for	 	 	 	 
	Part	 	Supplier Part	 	locations (if	 	Product	 	 	 	 	 	Group	 	non-hub	 	**Software	 	 
	Number	 	Number *	 	required) *	 	Description	 	Unit Price of Product	 	adder	 	loc	 	Maintenance	 	Total Price
	[**]
	[**]
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	[**]	 	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.




 









 




Amendment #12 to SOW 4903RL1112



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Freight -	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	DDU for	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	hub locs	 	 	 	 
	Buyer	 	 	 	Fulfillment hub	 	 	 	 	 	 	 	 	 	Ship	 	FCA for	 	 	 	 
	Part	 	Supplier Part	 	locations	 	Product	 	 	 	 	 	group	 	non-hub	 	**Software	 	 
	Number	 	Number *	 	(if required) *	 	Description	 	Unit Price of Product	 	adder	 	loc	 	Maintenance	 	Total Price
	[**]
	[**]
	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
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	[**]	 	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.




 









 




Amendment #12 to SOW 4903RL1112



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Freight -	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	DDU for	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	hub locs	 	 	 	 
	Buyer	 	 	 	Fulfillment hub	 	 	 	 	 	 	 	 	 	Ship	 	FCA for	 	 	 	 
	Part	 	Supplier Part	 	locations	 	Product	 	 	 	 	 	group	 	non-hub	 	**Software	 	 
	Number	 	Number *	 	(if required) *	 	Description	 	Unit Price of Product	 	adder	 	loc	 	Maintenance	 	Total Price
	[**]
	[**]	 	[**]	 	 	[**]	 	 	 	[**]	 	 	[**]

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	[**]	 	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.




 









 




Amendment #12 to SOW 4903RL1112


Section 4.2: PRODUCT UNIT TERMS & REPAIR PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fulfillment	 	 	 	 	 	Warranty	 	Repair
	Buyer P/N	 	Supplier P/N	 	locations	 	Description	 	Period	 	Price(USD)*
	[**]
	[**]
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	*	 	Repair Price applies only to Products sent to Supplier for Repair, which are not covered by the warranties in the Agreement.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fulfillment	 	 	 	 	 	Warranty	 	Repair
	Intel P/N	 	Supplier P/N	 	locations	 	Description	 	Period	 	Price(USD)*
	[**]
	[**]
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	*	 	Repair Price applies only to Products sent to Supplier for Repair, which are not covered by the warranties in the Agreement.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fulfillment	 	 	 	 	 	Warranty	 	Repair
	Buyer P/N	 	Supplier P/N	 	locations	 	Description	 	Period	 	Price(USD)*
	[**]
	[**]
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	[**]
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	[**]	 	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.




 









 




Amendment #12 to SOW 4903RL1112



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fulfillment	 	 	 	 	 	Warranty	 	Repair
	Buyer P/N	 	Supplier P/N	 	locations	 	Description	 	Period	 	Price(USD)*
	[**]
	[**]
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	*	 	Repair Price applies only to Products sent to Supplier for Repair, which are not covered by the warranties in the Agreement.





 




			
	[**]	 	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.




 









 




Amendment #12 to SOW 4903RL1112


The parties acknowledge that they have read this Amendment, understand it, and agree to be bound by
its terms and conditions. Further, they agree that this Amendment and the subject Agreement are
the complete and exclusive statement of the agreement between the parties, superseding all
proposals or other prior agreements, oral or written, and all other communications between the
parties relating to this subject.



Except as specifically provided for in the foregoing provisions of this Amendment, the SOW shall
continue in full force and effect. All capitalized terms defined in the Agreement which are used
in this Amendment without further definition shall have the meanings ascribed to them in the
Agreement.



Please have your authorized representative indicate acceptance thereof by signing both copies of
the Amendment and returning one copy to the attention of Bryn Smith.



	 	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	ACCEPTED AND AGREED TO:	 	 
	International Business Machines Corporation	 	 	 	Brocade Communications	 	 
	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	IBM Signature

	 	Date
	 	 	 	Brocade Signature
	 	Date	 	 
	 
	[**]
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Printed Name

	 	 	 	 	 	Printed Name	 	 	 	 
	 
	GCM
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Title & Organization

	 	 	 	 	 	Title & Organization	 	 	 	 
	 
	Communications Council
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address	 	 	 	 
	   3039 Cornwallis Rd

	 	 	 	 	 	1745 Technology Drive	 	 	 	 
	   RTP, NC 27709

	 	 	 	 	 	San Jose, CA 95110	 	 	 	 
	   USA
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ACCEPTED AND AGREED TO:	 	 
	 	 	 	 	 	 	Brocade Communications Switzerland, SarL	 	 
	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Brocade Signature
	 	Date	 	 
	 
	 

	 	 	 	 	 	Ulrich Plechschmid	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Printed Name	 	 	 	 
	 
	 

	 	 	 	 	 	Vice President, EMEA	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title & Organization	 	 	 	 








R. Borders   

Legal Approved on: 08/24/08





 




			
	[**]	 	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.