Exhibit 10.36.2


 


AMENDMENT TO AGREEMENT FOR DOMESTIC AND GLOBAL

RELOCATION SERVICES


 


This
Amendment is entered into this 15th day of August,
2006 (the “Effective Date”) and modifies a certain Agreement for Domestic and
Global Relocation Services made as of the 14th day of July, 2008
(the “Agreement”), by and between GMAC Global Relocation Services, LLC a
Delaware limited liability company, having an address at 2021 Spring Road, Suite 300,
Oak Brook, IL 60523 (“GMAC GRS”). and Talecris Biotherapeutics, Inc. (“the
Company”), with an office at 79 T.W. Alexander Drive, 4101 research Commons, Research
Triangle Park, NC 27709.


 


WHEREAS,
Company and GMAC GRS agree to amend the Agreement to add a Service Level
Agreement;


 


NOW,
THEREFORE, in consideration of the mutual promises contained in the Agreement
and the good and valuable consideration, the parties agree as follows:


 


·                  Exhibit B (attached hereto) is hereby
added to the Agreement, and the same is hereby incorporated and made part of
the Agreement as of the Effective Date.


 


All
other terms and conditions of the Agreement and its various Exhibits and
Schedules shall remain unmodified and in full force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized respective officers, as of the Effective Date.


 


	
  Talecris
  Biotherapeutics, lnc

  	
  GMAC
  Global Relocation Services, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kari Heerdt

  	
  By:

  	
  /s/
  Richard E. Schwartz

  
	
  Name:

  	
  Kari
  Heerdt

  	
  Name:

  	
  Richard
  E. Schwartz

  
	
  Title:

  	
  SVP,
  Human Resources

  	
  Title:

  	
  President
  & CEO

  
	
  Date:

  	
  10/3/08

  	
  Date:

  	
  10/9/08

  



 


	
  APPROVED AS TO

  	
   

  
	
  LEGAL FORM

  	
   

  
	
  9 - 12 - 08

  	
   

  
	
  TALECRIS BIOTHERAPEUTICS

  	
   

  
	
  LAW DEPT.

  	
   

  



 


GMAC GRS/Talecris


 

















 


EXHIBIT B


 


SERVICE LEVEL AGREEMENT


 


U.S. Domestic


 


Measuring Our
Performance:


 


Defining, meeting and exceeding
Talecris’s needs are primary objectives for GMAC GRS and are built into our
process. The following table includes service categories and key performance
indicators (KPI) that we incorporate in practice with Talecris through a
co-developed service level agreement (SLA). During the implementation process,
and thereafter annually, the specific performance levels to which we will be
held for the delivery of services to your management and employees will be
mutually agreed.


 


Roles and Responsibilities:


 


The owners identified in  this
agreement will serve as the primary subject matter expert responsible for
ensuring targets are met or adjusted as appropriate. If the owner of the task
changes, new contact information must be communicated within 5 business days.


 


GMAC GRS
SLA “Dollars at Risk”:


 


GMAC GRS will guarantee
results backed by financial penalties up to a maximum of $100,000 based on the
KPIs listed below as long as volume/mix assumptions made during the development
of the pricing proposal remain reasonably accurate (less than 10%
deviation).  Should the volume diminish
in the first or subsequent years the SLA amount would be reduced with the
following parameters: 97 GBO/BVOs or more = $100,000 at risk; 75 - 96 GBO/BVOs
= $75,000 at risk; 50 - 74 GBO/BVOs = $50,000 at risk; 25 – 49 GBO/BVOs – $25,000
at risk and Less than 24 GBO/BVO = $0 at risk. The SLA and KPIs will be
reviewed and mutually agreed annually. The total SLA amount will be distributed
across the KPI’s and will be mutually agreed to the apportioned amount per KPI.
All KPIs will be reported on a quarterly basis with aggregate performance
measures and settlement occurring on an annual basis (Annual Review
Settlement). The proposed amount is conditional on GMAC GRS managing services
through our preferred supplier network.


 

















 


	
  Category

  	
   

  	
  KPI

  	
   

  	
  GMAC
  GRS

  Action

  Required

  	
   

  	
  GMAC

  GRS

  Owner

  	
   

  	
  Talecris

  Owner

  	
   

  	
  Due
  Date

  	
   

  	
  GMAC

  GRS

  Dollars at

  Risk

  	
   

  	
  Comments

  
	
  Customer
  (Transferee) Service Satisfaction Consultant

  	
   

  	
  92% Premier
  Service customer satisfaction results. (Based on GMAC GRS Transferee Survey
  regarding GMAC GRS Consultant Satisfaction (Excellent, Very Good or Good)

  	
   

  	
  Customer
  Satisfaction Survey Process

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager - HR & Recruiting

  	
   

  	
  Quarterly Reporting,
  Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
  Negative surveys
  from Talecris directed suppliers are not included in results (i.e. HHG,
  temporary accommodations, etc)

  
	
  Customer (Talecris
  Transferee) Service Satisfaction

  	
   

  	
  25% response rate
  to customer satisfaction survey

  	
   

  	
  Survey customer
  using the GMAC GRS Premier Service Survey Response Rate

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager - HR & Recruiting

  	
   

  	
  Quarterly
  Reporting, Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
  Based on GMAC GRS
  Customer Satisfaction Survey & Talecris
  must support the process and advise Transferee the survey submission is
  required

  
	
  Initial contact
  with Customer (Talecris Transferee)

  	
   

  	
  Telephone or
  email contact to Transferee. 95% satisfaction results for “Communication
  Response times” to be deemed “good, very good or excellent” based on GMAC GRS
  Transferee Survey results

  	
   

  	
  Measurement via
  Talecris transferee satisfaction feedback on communication

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager - HR & Recruiting

  	
   

  	
  Measurement via
  Customer survey satisfaction feedback on communication.

  	
   

  	
  $

  	
  10,000

  	
   

  	
  If transferee is
  not satisfied with response times, Talecris Management Team to escalate to
  GMAC Account Manager. Rankings of marginal and below deemed unsatisfactory

  
	
  Client (Talecris)
  Service Satisfaction

  	
   

  	
  95% Client
  service satisfaction results. (Based on GMAC GRS Survey results from
  Talecris’s

  	
   

  	
  Based on GMAC GRS
  annual Client (Talecris) Satisfaction
  Survey organized by Third party and

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager - HR & Recruiting

  	
   

  	
  Annual

  	
   

  	
  $

  	
  10,000

  	
   

  	
  Rankings of
  marginal and below deemed unsatisfactory

  



 

















 


	
  Category

  	
   

  	
  KPI

  	
   

  	
  GMAC GRS

  Action

  Required

  	
   

  	
  GMAC

  GRS

  Owner

  	
   

  	
  Talecris

  Owner

  	
   

  	
  Due Date

  	
   

  	
  GMAC

  GRS

  Dollars at

  Risk

  	
   

  	
  Comments

  
	
   

  	
   

  	
  Management Team –
  Excellent, Very Good or Good)

  	
   

  	
  initiated and
  paid by GMAC GRS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Management
  Reporting

  	
   

  	
  Submission of
  agreed (byTalecris) management reports are to be provided on time (mutually
  agreed dates / time of the month).

  	
   

  	
  Reports include Initiation
  activity, cost reports, statistical analysis of customer satisfaction reports,
  etc.

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager – HR & Recruiting

  	
   

  	
  Quarterly
  Reporting, Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
   

  
	
  Financial
  Management Service

  	
   

  	
  Expense reimbursement
  processed in 5 business days

  	
   

  	
  The format and required
  fields must be defined before the first initiation is taken.

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager – HR & Recruiting

  	
   

  	
  Quarterly
  Reporting, Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
  For self funded
  clients, assumes timely receipt of client funds prior to disbursement

  
	
  Financial
  Management Service

  	
   

  	
  Timeliness of Invoicing
  95% to be determined based on program

  	
   

  	
  The format and required
  fields must be defined before the first initiation is taken.

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager – HR & Recruiting

  	
   

  	
  Quarterly
  Reporting, Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
   

  
	
  Home Sale
  Performance

  	
   

  	
  Performance
  statistics for 100% identification of Special Properties

  	
   

  	
  Run report with Homesale
  Data from GMAC GRS System

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager – HR & Recruiting

  	
   

  	
  Quarterly
  Reporting, Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
   

  
	
  Home Sale
  Performance

  	
   

  	
  Performance statistics for GBO/Inventory & BVO Transactions:

   

  GBO Direct Home

  Selling Expense
  to be maintained below or equal to 25%

   

  and

  	
   

  	
  Rum report with
  Homesale Data from GMAC GRS System

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager – HR & Recruiting

  	
   

  	
  Quarterly
  Reporting, Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
   

  



 

















 


	
  Category

  	
   

  	
  KPI

  	
   

  	
  GMAC GRS

  Action

  Required

  	
   

  	
  GMAC

  GRS

  Owner

  	
   

  	
  Talecris

  Owner

  	
   

  	
  Due Date

  	
   

  	
  GMAC

  GRS

  Dollars at

  Risk

  	
   

  	
  Comments

  
	
   

  	
   

  	
  BVO Direct/Home
  Selling Expenses below or equal to 10%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Online tools
  MyGMACRelo.com

  	
   

  	
  Availability of
  99% of our online services, except in the instance of scheduled maintenance
  and/or major system upgrades or enhancements.

  	
   

  	
  GMAC GRS
  Technology Tracking Report

  	
   

  	
  Fred Melone, VP
  Global Operations

  	
   

  	
  Kathleen Fleming,
  Senior Manager — HR & Recruiting

  	
   

  	
  Quarterly
  Reporting, Annual Review and Annual Settlement

  	
   

  	
  $

  	
  10,000

  	
   

  	
  There must be an
  allowance for “down time” for any upgrades. This would be clearly
  communicated to Talecris within 5 business days.