exv10w15



 






Exhibit 10.15




Amendment to

Corporate Purchase Agreement

Contract No. 2171 - 080101

(“CPA”)




MARKET DEVELOPMENT FUNDS



This is Amendment Number 2 (“Amendment 2”) to Corporate Purchase Agreement (CPA) Contract
No. 2171 - 080101 between SMART Modular Technologies, Inc
(“Company”) and Hewlett-Packard Company
(“HP”). Amendment 2 is effective on the data set forth in Section 6 below.



WHEREAS,
Company desires to provide HP funding for marketing of Company Products (as defined
herein) included with HP Products (as defined herein), and



WHEREAS,
HP desires to utilize such funding to generate demand for HP Products, that include HP products,


 Therefore Company and HP agree as to amend the CPA as
follows:

Add a new
Section as follows; Market Development Funds


	1.0	 	Purpose
	 
	 	 	The purpose of this Amendment 2 is to set forth the marketing efforts and terms
required to enable the parties to work together to create a framework
and structure for
market development funds related to Company and HP Products.
	 
	2.0	 	Executive Overview
	 
	 	 	 HP and Company anticipate working together in a number of ways with the
objective of working together in a mutually beneficial relationship to increase the revenue
and profitability of each without constraining each
others’ business.
	 
	 	 	HP and Company wish to cooperate to simplify, guide and accelerate customer buying
decisions and improve customer satisfaction and awareness, with tightly integrated and
comprehensive sales and marketing programs leveraging HP’s worldwide sales organizations and
sales infrastructure.
	 
	3.0	 	Definitions
	 
	 	 	The definitions contained herein apply to this Amendment 2
	 
	 	 	“HP Products” shall mean HP servers, desktops, portables, and server storage products
and options, including without limitation HP memory option kits. HP Products may include
products which are developed by or for HP, products which are jointly developed by HP and
Company, and products which are provided to HP for sale as a HP-branded product.
	 
	 	 	“Company Products” shall mean memory modules (SIMMs, DIMMs, SODIMMs, Reg DIMMs) manufactured
by company or sourced by Company for resale as part of Company’s product offering.
	 
	 	 	“MDF” shall mean the funding provided by Company, as further described herein below, to be
managed and allocated by HP’s Storage, Networking and Infrastructure marketing organization
for the purpose of promoting HP Products that contain or include Company Products.
	 
	 	 	“MDF Expenditure” shall mean any expense incurred by HP in connection with HP’s sales and
marketing efforts to promote HP Products that contain or include Company Products. Such sales
and marketing efforts may include, but are not limited to






	 	•	 	Product Awareness
	 
	 	•	 	 Channel Development




Market
Development Funds




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	 	•	 	Advertising
	 
	 	•	 	Trade Shows
	 
	 	•	 	Conference Events
	 
	 	•	 	Announcements/Press Events
	 
	 	•	 	Training
	 
	 	•	 	Product Promotions
	 
	 	•	 	Third-party sales and marketing services






	4.0	 	Responsibilities






	 	4.1	 	HP Responsibilities.






	 	(a)	 	HP will develop and maintain a marketing plan to effectively utilize the MDF to promote
HP Products that contain or include Company Products. HP’s plan
will include reasonable efforts to provide promotion and awareness of
Company’s Products. HP’s plan may include both
stand-alone and solution-oriented awareness as HP deems appropriate for the product and
HP’s overall solution strategy. This plan will be presented to Company on a semi-annual
basis, and Company will be given the opportunity to reasonably contribute to such plan.
	 
	 	(b)	 	HP will manage MDF Expenditures in accordance with this Amendment 2 and will ensure
that monies allocated to the MDF are not applied to expenditures that do not support the
purpose of the MDF set forth in this Amendment 2. Where such MDF Expenditures involve the
use of third parties to produce marketing documents, supplies and materials, HP will
exercise due care in the selection of Such third parties to obtain favorable pricing,
quality, and delivery terms. Subject to the requirements of this Amendment 2, HP will
manage and allocate MDF Expenditures at its sole option and discretion.
	 
	 	(c)	 	HP will review the results of the MDF Expenditures with Company on a semi-annual basis.
HP will determine the format and content of such reviews, and may include information
regarding percentage increases in sales of HP Products that contain or include Company
Products, increases in customer contacts regarding such products, and other information
deemed appropriate by HP.






	 	4.2	 	Company Responsibilities.






	 	(a)	 	Company shall collect MDF monies on a monthly basis, calculated as a percentage of
the sale price of memory option kits. The MDF percentage is
additional to the material mark-up cost and will be a stand alone percentage for determining MDF monies. The MDF monies
shall be defined by HP business units on a quarterly basis and reviewed by all parties. HP
business units will define the MDF percentage one week before the start of a new quarter.
Each business unit will confirm their MDF contribution percentage in writing for the
upcoming quarter or specify a revised MDF contribution percentage. No response from the
business unit means the business unit does not want to contribute any MDF (0%) for the
upcoming quarter. However, in no event shall the MDF amount exceed 2% of the sale price of
memory options. Company shall report its total sales of Company Products to HP by HP
business unit within thirty (30) days following the end of the month and shall remit
payment of all monies due for the MDF to HP at that time,
along with each such report. Reports and payments shall be sent to:





	 	 	 
	 

	 	Hewlett-Packard Company
	 

	 	20555 S.H. 249
	 

	 	Houston, TX 77070
	 

	 	Attn: Rob Stevenson MS 100801







	 	(b)	 	Company shall not withhold or delay payment of any monies due for the MDF for any
reason other than a breach by HP of this Amendment 2 which remains uncured more that thirty
(30) days after receipt of written notice of such breach. Without limiting the foregoing,
Company shall not withhold or delay payment of any monies due for the MDF based on any
claim or dispute arising out of or related to any other agreement or transaction between
Company and HP.






	5.0	 	Project Management





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Development Funds




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	 	 	Each party agrees to appoint a Project Manager to coordinate its respective
responsibilities hereunder. The Project Managers are:





	 	 	 
	For HP:

	 	Hewlett – Packard Company
	 

	 	20555 SH 249
	 

	 	Houston, TX 77070-2698
	 

	 	Attn: McLeod Glass
	 

	 	Phone: 281-518-8641
	 
	 	 
	For Company:

	 	SMART Technologies, Inc.
	 

	 	Attn: Frank Perezalonso
	 

	 	4211 Starboard Dr.
	 

	 	Fremonl, CA 98538
	 

	 	Phone: 510-624-8133





The Project Managers shall oversee the funding and marketing activities so as to support the
purpose of the MDF.





	6.0	 	Term and Termination
	 
	 	 	This Amendment 2 shall be effective as of the first business day of the month in which it is executed
by the parties (“Effective Date”), and shall remain in effect for a period of (12) months from
the Effective Date, unless earlier terminated as provided herein.
Following the initial term,
this Amendment 2 shall be automatically renewed for up to two (2) additional one (1) year
periods unless either party provides written notice to the other
party of its intent not to
renew at least thirty (30) days prior to the expiration of the
then-current term.
	 
	 	 	Either party shall have the option to terminate this Amendment 2 in the event that the other party
materially breaches any of its obligations hereunder and the breach
remains uncured for thirty
(30) days after receipt of written notice of such breach.
	 
	 	 	This Amendment 2 may be terminated by either party for good cause, which cause does not rise to
the level of material breach as set forth herein above but which materially impairs the
ability of the parties to accomplish the Purpose of this Amendment 2 upon ninety (90) days
advance written notice to the other party. In the event of termination in accordance with this
paragraph, Company shall not be entitled to receive a refund of any moneys remaining in the MDF
at the time of such termination. Further, in the event of such termination, neither party
shall be relieved of its obligations incurred prior to the effective
date of such termination
to provide payments or perform services, even if the due date for such payment or services
falls after the effective date of such termination.
	 
	 	 	This Amendment 2 may be terminated, with or without cause,
upon the mutual agreement of the
parties, which agreement shall be documented in a writing signed by both parties stating the
parties intent to terminate this Amendment 2.





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IN
WITNESS WHEREOF, the persons signing below warrant that they are
duly authorized to sign for, and on behalf of, the respective parties,




	 	 	 	 	 	 	 	 	 	 	 
	EFFECTIVE
DATE: February 1, 2005	 	 	 	 	 	 
	 
	HEWLETT-PACKARD COMPANY	 	 	 	SMART MODULAR TECHNOLOGIES, INC.	 	 
	 
	By:

	 	/s/ Paul Perez
 

	 	 	 	By:
	 	/s/ Jack Pacheco
 

	 	 
	Name:

	 	Paul Perez
	 	 	 	Name:
	 	Jack Pacheco	 	 
	Title:

	 	VP, SNL, ISS
	 	 	 	Title:
	 	CFO/VP	 	 
	Date:

	 	January 20, 2005
	 	 	 	Date:
	 	January 18, 2005	 	 






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Development Funds




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