exv10w41



 





Exhibit 10.41




Amendment No. 6 to

Manufacturing Services and Supply Agreement

DeliveryChain PROGRAM



This Amendment No. 6 to the Manufacturing Services and Supply Agreement (“Amendment”) is entered
into between Solectron Corporation, a Delaware corporation, and its subsidiaries and affiliates,
which includes Solectron Technology Singapore Ltd., Solectron Technology Sdn Bhd, Solectron
Netherlands BV and any other Offshore Business Headquarters (together or individually,
“Solectron”), and Asyst Technologies, Inc., and its subsidiaries and affiliates (together or
individually, “Asyst”), effective June 23, 2006 (the “Amendment Effective Date”) and amends to the
extent expressly provided below the Manufacturing Services and Supply Agreement dated September 5,
2002 between Asyst and Solectron (and as previously amended on September 22, 2003, February 17,
2005, June 10, 2005, August 1, 2005 and March 20, 2006, the “Agreement”).




          WHEREAS, the parties are entering into this Amendment for the purpose of implementing a safety
stock, statistical inventory buffering, and reorder point program (collectively, “DeliveryChain”)
for the components necessary to manufacture Asyst’s IsoPort and Spartan products, and any other
products which Asyst agrees in writing should become part of the DeliveryChain program (the
“Authorized Products”). Components necessary to manufacture the Authorized Products are referred
to herein as “Authorized Components”.




          All terms not expressly defined in this Amendment shall be given the same meaning and intent
as defined or provided in the Agreement.




          NOW, THEREFORE, for good and valuable consideration, the receipt and consideration of which is
hereby acknowledged, Solectron and Asyst agree to amend, and do amend, the Agreement to the extent
and as expressly provided below, to add the following additional terms and conditions with respect
to implementing DeliveryChain.





	 	1.	 	Solectron agrees to purchase an additional supply of Authorized Components necessary
to build a number of Authorized Products that is in addition to what is required under
Section 3.7 of the Agreement (such components being referred to as, the “Safety Stock”).
	 
	 	2.	 	In addition, Solectron will be required to reorder Authorized Components whenever the
inventory of Authorized Components drops below a mutually agreed upon reorder point (the
“Reorder Point”).
	 
	 	3.	 	The Safety Stock amount and the Reorder Point shall be determined by a refresh
analysis performed by Solectron at the written request of Asyst, as further described
below.




 









 






	 	4.	 	Asyst agrees to pay Solectron $[*] per hour for each requested refresh analysis, up
to a maximum not to exceed of [*] hrs and $[*] for each refresh analysis. Exhibit
1 sets forth the standard refresh analysis process. Solectron will attempt, where
possible, to combine the data of the refresh analysis in order to minimize the refresh
analysis charges and will combine Authorized Products in the refresh analysis when
possible.
	 
	 	5.	 	Data resulting from the refresh analysis will be submitted to Asyst for written
approval. Such data, once approved by Asyst will be used by the parties to mutually
determine the Safety Stock and the Reorder Point, and will be used to calculate Asyst’s
carrying charge liability for the Safety Stock as set forth in Section 6 below.
Exhibit 2 is an example of the Asyst Reorder Point refresh analysis workbook.
	 
	 	6.	 	Asyst agrees to pay Solectron the following carrying charges on the Safety Stock,
which amounts are in lieu of any amounts Asyst would otherwise be liable for under Section
4.5 of the Agreement:






	 	a.	 	For Safety Stock inventory which is on hand at Solectron for [*]
days, Asyst will be charged carrying costs at a monthly rate of [*] percent
([*]%).
	 
	 	b.	 	For Safety Stock inventory which is on hand at Solectron for [*]
days, Asyst will be charged carrying costs at a monthly rate of [*] percent
([*]%).
	 
	 	c.	 	For Safety Stock inventory which is on hand at Solectron for greater
than [*] days, prior to Asyst’s repurchase of such Safety Stock inventory as
required by Section 4.5.2 of the Agreement, Asyst will be charged carrying costs
at a monthly rate of [*] percent ([*]%).






	 	 	 	Solectron agrees that Asyst will not be liable for, and it will waive any carrying charges
for Authorized Components for the first [*] ([*]) days from the date that a component is
first deemed an Authorized Component. In addition, Asyst will not be liable for any
carrying charges on Authorized Components relating to the Spartan products until December
1, 2006.
	 
	 	7.	 	Solectron will submit to Asyst a monthly report showing the calculations and the
Safety Stock inventory that applies to the calculation of such carrying charges, as noted
in Section 6 above. This report will be submitted to Asyst no later than 3 days after
Asyst’s calendar month-end.
	 
	 	8.	 	Solectron will also submit to Asyst a monthly metrics package detailing key critical
areas that will be monitored for the DeliveryChain program, and assign quarterly goals
that will be tracked. These metrics and goals will be finalized in good faith.
Exhibit 3 is an example of the metrics package.




 









 






	 	9.	 	Solectron will make every attempt to continue to minimize the Safety Stock, such
attempt to include, but are not be limited to, the following:






	 	a.	 	Lead time reduction; and
	 
	 	b.	 	Requesting suppliers to become part of the Vendor Managed Inventory
programs




All other Sections of the Agreement, to the extent not expressly amended in this Amendment, shall
remain unchanged and in full force and effect. Nothing herein shall otherwise amend, modify or
extend any right, obligation or liability of the parties under the Agreement.



Executed and agreed on the dates shown below.




	 	 	 	 	 	 	 	 	 	 	 
	Agreed:	 	 	 	Agreed:	 	 
	Solectron Corporation	 	 	 	Asyst Technologies, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Perry A. Hayes
	 	 	 	By:
	 	/s/ Steve Debenham	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Authorized Signature
	 	 	 	 	 	Authorized Signature	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	SVP, Treasurer & Investor Relations
	 	 	 	Title:
	 	VP, GC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 02-23-07
	 	 	 	Date:
	 	3/5/07	 	 






 









 





EXHIBIT 1

STANDARD REORDER POINT REFRESH ANALYSIS PROCESS









 









 





EXHIBIT 2

ROP WORKWOOK EXAMPLE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total Dollars	 	Safety Stock	 	[*]	
             
             
             
             
     ROP Liability    
       [*]	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Safety Stock	 	 	 	 	 	 	 	 	 	 	 	 	Flexichain	 	 	 	 	 	 	 
	 	Program 	 	 	 	 	 	 	 	[*]	 	[*]	 	 	Program	 	 	 	 	[*]	[*]	 
	 	 	 	 	 	 
	 	 

Part Number

	 	 

Std Cost
	 	 

Safety stock Qty
	 	 

ROP Qty
	 	 

ROP $
	 	 

Safety Stock$
	 	 	 

Part Number
	 	PCBA

buffer
	 	Component

buffer
	 	PCBA

buffer ($)
	 	Component

buffer ($)	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	[*]

	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	 	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 





 









 








EXHIBIT 3

ROP METRICS EXAMPLE


Spartan OTD CRD Chart 1










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