exv10w03



 






EXHIBIT 10.03




CONFIDENTIAL TREATMENT REQUESTED




AUTHORIZED INTERNATIONAL DISTRIBUTOR AGREEMENT

Amendment No. 2



This Amendment to the Authorized International Distributor Agreement (the “Agreement”, effective as
of June 1, 2000, between the parties), is entered into effect on May 1, 2005 by and between
Formfactor, Inc. (hereinafter “Company”) and Spirox Corporation (hereinafter “Distributor”).



The purpose of this Amendment is to update the Distributor Compensation Matrix, agreed by Company
and Distributor, which will supercede Amendment No. 1. All capitalized terms used but not defined
in this Amendment shall have the meaning as specified in the Agreement. The Distributor’s
Compensation Matrix and its terms and conditions as stated in the form of explanatory notes are
attached as follows:




Distributor Compensation Matrix1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End Customer2	 	Partner	 	Sales &	 	Design Win4	 	Service, Support &	 	New Customer	 	COMMENTS7,8,9,10
	 	 	 	 	Logistics3	 	 	 	Applications5	 	Incentive6	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	no partner	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	May increase if design win is in * * *
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	no partner	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	no partner	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 






Page 1 of 3







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.












 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End Customer2	 	Partner	 	Sales &	 	Design Win4	 	Service, Support &	 	New Customer	 	COMMENTS7,8,9,10
	 	 	 	 	Logistics3	 	 	 	Applications5	 	Incentive6	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	no partner	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	no partner	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	***%	 	 
	* * *
	 	no partner	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	Consignment
	* * *
	 	***, ***, ***	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	***%	 	May increase if design win is in * * *
	* * *
	 	no partner	 	 	** 	*%	 	 	** 	*%	 	 	** 	*%	 	***%	 	 
	* * *
	 	* * */* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	Consignment Only
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	Customer PO happen in FFI or through * * *
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	PO from * * *
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	PO from* * * to FFI
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	Consignment - (ML0955A)
	* * *
	 	* * *	 	 	** 	*%	 	 	 	 	 	 	** 	*%	 	 	 	PO from * * *
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	Consignment – (ML0750B)
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	Consignment
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 
	* * *
	 	* * *	 	 	 	 	 	 	 	 	 	 	** 	*%	 	 	 	 






Note: Any consignments into any Spirox region are at * * *%




	 	 	 
	Note 1

	 	Compensation calculation is as described in the Agreement
	 
	 	 
	Note 2

	 	Should new customer engagements not covered by this matrix occur, Distributor shall promptly notify Company and
Company and Distributor shall agree in good faith as to the appropriate discount/commission, and update the
matrix accordingly. Regarding customers in the Territory that have Company Products consigned by parties
outside of the Territory, e.g. * * *, * * *, * * *, etc., Distributor shall be eligible for the “Sales &
Logistics” portion of the compensation in addition to the Service, Support & Applications portions, as soon as
these customers change their procurement model from their current method into buying Company Products locally
from the Distributor.
	 
	 	 
	Note 3

	 	Sales & Logistics include PO and billing/collections transactions.






Page 2 of 3






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.












 






	 	 	 
	Note 4

	 	Design Win Compensation is paid only if Distributor engages in significant activities contributing towards
having FFI selected as the supplier. For example, Design Win activities may include issuing of * * *, supplier
selection engagement, or technology development.
	 
	 	 
	Note
5

	 	Service, Support & Applications includes the technical support of the Products that includes installation,
on-going technical service and trouble-shooting and SAR processes.
	 
	 	 
	Note 6

	 	New Customer Incentive shall be an incentive offered for a term of * * * after the date of the first article PO.
	 
	 	 
	Note 7

	 	According to the Agreement, Distributor is responsible for determining, negotiating, and finalizing the final
price to be paid by end customers of Company Products in the Territory.
	 
	 	 
	Note 8

	 	In the cases where products are sold in other regions and transferred into Distributor’s Territory for Service,
Support & Applications, Company shall pay a * * * to Distributor according to the terms of the Agreement.
	 
	 	 
	Note 9

	 	Company shall purchase (* * *) * * * – * * * and * * *, for Company’s ASC.
	 
	 	 
	Note 10

	 	The term of this Distributor Compensation Matrix shall follow the term of the Agreement with periods of
one-year automatic renewal unless the Agreement is terminated according to the terms of the Agreement.






	 	 	 	 	 	 	 	 	 
	Company

	 	 	 	 	 	Distributor	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
Peter B. Mathews

	 	6/8/05
	 	 	 	/s/
David Staats
	 	6/25/05
	 	 	 	 	 
	Signature

	 	Date
	 	 	 	Signature
	 	Date
	 
	 	 	 	 	 	 	 	 
	Peter
B. Mathews

	 	 	 	 	 	David Staats	 	 
	Vice President of Sales

	 	 	 	 	 	Vice President,	 	 
	Formfactor, Inc.

	 	 	 	 	 	Spirox Corporation	 	 






Page 3 of 3





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.