EXHIBIT 2.03
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT ("Agreement") is entered into as of the
13th day of August, 1999, by and between Intersil Corporation, a Delaware
corporation ("Buyer"), and XXXXXX CORPORATION, a Delaware corporation
("Xxxxxx"). Xxxxxx or Buyer may be referred to herein as a Party or the Parties,
as the case may require.
WITNESSETH:
WHEREAS, Buyer, Intersil Holding Corporation, a Delaware corporation
("Parent"), and Xxxxxx have entered into an Amended and Restated Master
Transaction Agreement dated as of June 2, 1999 (the "Master Agreement"),
pursuant to which Buyer and Parent have purchased and Xxxxxx has sold the
Business, as defined in the Master Agreement; and
WHEREAS, Buyer desires to purchase from Xxxxxx certain management
information and other services for use in connection with the operation of the
Business;
WHEREAS, on the terms and subject to the conditions set forth herein,
Xxxxxx is willing to provide, directly or indirectly, such services to Buyer;
WHEREAS, Xxxxxx desires to purchase from Buyer certain products and
services for use in connection with the operation of its Suppression Products
Business; and
WHEREAS, on the terms and subject to the conditions set forth herein, Buyer
is willing to provide, directly or indirectly, such services to Xxxxxx.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth, the Parties agree as follows:
1. Services.
1.1. Xxxxxx shall use commercially reasonable efforts to provide the
services identified on Exhibit A (the "Services") to Buyer on and after the
Closing Date to the same extent as such Services were provided to the Business
prior to the Closing Date.
1.2. Buyer may choose (a) not to use the Services or (b) to use the
Services for such period of time as Buyer may decide, not to exceed the time
period set forth on Exhibit A. Buyer may terminate the use of any Service at any
time upon thirty (30) days prior written notice to Xxxxxx.
1.3. Xxxxxx shall use commercially reasonable efforts to obtain, with
respect to its software licenses or other contracts, such modifications,
supplements or amendments as are required in order to provide the Services to
Buyer.
1.4. Buyer shall make available to Xxxxxx all such Buyer equipment,
inventory, supplies and information as may be reasonably necessary for Xxxxxx to
perform Services under this Agreement. Xxxxxx agrees to use these Buyer assets
solely for the purposes contemplated hereby.
1.5. All purchases of Services shall be subject only to the terms and
conditions of this Agreement.
1.6. Xxxxxx shall determine, in consultation with the Buyer, both the
staffing required and particular personnel assigned to perform the Services,
including, but not limited to, clerical staff, technicians, professionals,
management persons, or otherwise.
1.7. Xxxxxx shall have no obligation to upgrade or improve the Services
beyond the level of Services provided to the Business immediately prior to the
Closing Date.
1.8. Xxxxxx shall provide such other services ("Other Services") upon such
terms as Xxxxxx and Buyer shall agree in writing.
2. Suppression Services and Products
2.1. Buyer agrees to sell to Xxxxxx for a period of twenty-four (24) months
the products listed on Exhibit B (the "Products"). Buyer also agrees to make
available to Xxxxxx the process technologies necessary to manufacturer the
"diode array" and "surgector" Products. It is understood by Buyer that Xxxxxx
may utilize such process technologies to either establish its own diode array
manufacturing capability or to secure a diode array supply from a third party
producer.
2.2. Buyer agrees to provide to Xxxxxx for a period of eighteen (18) months
the services listed on Exhibit C (the "Suppression Services"), except with
respect to those Suppression Services identified in paragraph 3 of Exhibit C
(the "Assembly Services"), which Buyer agrees to provide to Xxxxxx for a period
of twenty four (24) months.
2.3. Xxxxxx may choose not to utilize the Suppression Services or buy any
Products. Xxxxxx may terminate the use of any Suppression Service at any time
upon thirty (30) days prior written notice to Buyer.
2.4. All purchases of Suppression Services or Products shall be subject
only to the terms and conditions of this Agreement.
2.5. Buyer shall determine, in consultation with Xxxxxx, both the staffing
required and particular personnel assigned to perform the Suppression Services,
including, but not limited to, clerical staff, technicians, professionals,
management persons, or otherwise.
2.6. Buyer shall have no obligation to upgrade or improve the Suppression
Services or the Products beyond the level of Suppression Services and Products
provided to the Suppression Products Business immediately prior to the Closing
Date.
2.7. Buyer shall provide such other services ("Other Buyer Services") upon
such terms as Xxxxxx and Buyer shall agree in writing.
3. Price.
3.1. In consideration for the Services, Buyer shall pay Xxxxxx the fully
allocated cost of providing such Services, plus, on all costs other than
third-party costs, five percent (5%). Included in such cost will be any
increased payments that Xxxxxx has to make to any licensor of software to Xxxxxx
in order to obtain the right to use such software to provide the Services to
Buyer.
3.2. In addition to the prices paid by Buyer hereunder, Buyer shall pay any
present or future sales, use, excise, or other similar taxes applicable to the
sale of Services or, if such sale is exempt from tax, Buyer shall furnish Xxxxxx
with a tax exempt certificate acceptable to the taxing authorities. The
foregoing shall not apply to any taxes imposed on Xxxxxx' income generated by
this Agreement. Buyer shall not be responsible for any income taxes for which
Xxxxxx is liable.
3.3. In consideration of the Products, Xxxxxx shall pay Buyer the fully
allocated cost of manufacturing such Products, plus, on all costs other than
third-party costs, five percent (5%).
3.4. In consideration of the Suppression Services, Xxxxxx shall pay Buyer
the fully allocated cost of providing such Suppression Services, plus, on all
costs other than third-party costs, five percent (5%).
3.5. In addition to the prices paid by Xxxxxx hereunder, Xxxxxx shall pay
any present or future sales, use, excise, or other similar taxes applicable to
the sale of Products or Suppression Services or, if such sale is exempt from
tax, Xxxxxx shall furnish Buyer with a tax exempt certificate acceptable to the
taxing authorities. The foregoing shall not apply to any taxes imposed on
Buyer's income generated by this Agreement. Xxxxxx shall not be responsible for
any income taxes for which Buyer is liable.
3.6. Payment for Services or for Suppression Services shall be billed at
the end of each Calendar month and shall be paid within thirty (30) days after
receipt of the invoice. Any payment not made within such thirty (30) day period
shall bear interest at the rate of one percent (1%) per month thereafter.
Payments for Products shall be in accordance with Buyer's ordinary and customary
practices for billing and collecting for the sale of products.
4. Limitation of Liability/Indemnification.
4.1. It is acknowledged by Buyer that Xxxxxx is not in the business of
providing the Services or any Other Services (collectively, the "Agreement
Services") and will not therefore warrant the performance of the Agreement
Services hereunder. In the event of an error or omission in the provision of an
Agreement Service which shall be established to be principally caused by Xxxxxx'
performance hereunder, Xxxxxx shall credit Buyer for any previously invoiced
charges in connection with such Agreement Service. While Xxxxxx shall have no
liability to Buyer for damages, the Parties shall attempt to make such further
adjustment as shall be equitable under the circumstances. Nevertheless, Xxxxxx
shall undertake to perform the Agreement Services hereunder for Buyer
substantially in the same manner as if it were
performing such Agreement Services for a Xxxxxx business unit unless otherwise
agreed in writing. Xxxxxx' obligations to provide any Agreement Service
hereunder is conditioned upon its obtaining prior to the commencement of the
provision of such Agreement Services all necessary governmental licenses,
approvals, and permits required to perform such Agreement Service. Xxxxxx shall
use commercially reasonable efforts to obtain, prior to the Closing Date, all
such licenses, approvals, or permits, if any, as are necessary to render the
Agreement Services provided for herein.
4.2. Buyer agrees that none of the Xxxxxx Entities and their respective
directors, officers, agents, and employees (each, a "Xxxxxx Indemnified Person")
shall have any liability, whether direct or indirect, in contract or tort or
otherwise, to Buyer for or in connection with the Agreement Services rendered or
to be rendered by any Xxxxxx Indemnified Person pursuant to this Agreement, the
transactions contemplated hereby, or any Xxxxxx Indemnified Person's actions or
inactions in connection with any such Agreement Services or transactions, except
for damages which have resulted from such Xxxxxx Indemnified Person's gross
negligence or willful misconduct in connection with any such Agreement Services,
actions, or inactions. The sole remedy of Buyer for any claim relating to the
performance or nonperformance of the Agreement Services shall be a refund by
Xxxxxx to Buyer of any charges or fees paid for the applicable Agreement
Services. In addition, in no event shall either party be liable to the other for
special, punitive, incidental, or consequential damages arising out of this
Agreement. XXXXXX MAKES no REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
AND XXXXXX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES WITH RESPECT TO THE
agreement SERVICES TO BE PROVIDED HEREUNDER.
4.3. Buyer agrees to indemnify and hold harmless each Xxxxxx Indemnified
Person from and against any damages in connection with the provision of the
Agreement Services; provided that Buyer will not be responsible for any damages
incurred by any Xxxxxx Indemnified Person that have resulted from such Xxxxxx
Indemnified Person's gross negligence or willful misconduct in connection with
any of the Agreement Services, actions, or inactions referred to above.
4.4. It is acknowledged by Xxxxxx that Buyer is not in the business of
providing the Suppression Services (except the Assembly Services) or any Other
Buyer Services (collectively, the "Buyer Services") and will not therefore
warrant the performance of the Buyer Services hereunder. In the event of an
error or omission in the provision of a Buyer Service which shall be established
to be principally caused by Buyer's performance hereunder, Buyer shall credit
Xxxxxx for any previously invoiced charges in connection with such Buyer
Service. While Buyer shall have no liability to Xxxxxx for damages, the Parties
shall attempt to make such further adjustment as shall be equitable under the
circumstances. Nevertheless, Buyer shall undertake to perform the Buyer Services
hereunder for Xxxxxx substantially in the same manner as if it were performing
such Buyer Services for itself unless otherwise agreed in writing. Buyer's
obligations to provide any Buyer Service hereunder is conditioned upon its
obtaining, prior to the commencement of the provision of such Buyer Services,
all necessary governmental licenses, approvals, and permits required to perform
such Buyer Service. To the extent not obtained prior to the Closing Date, Buyer
shall use commercially reasonable efforts to obtain after the Closing Date all
such licenses, approvals, or permits, if any, as are necessary to render the
Buyer Services.
4.5. Xxxxxx agrees that Buyer and its directors, officers, agents, and
employees (each, a "Buyer Indemnified Person") shall have no liability, whether
direct or indirect, in contract or tort or otherwise, to Xxxxxx for or in
connection with the Buyer Services rendered or to be rendered by any Xxxxxx
Indemnified Person pursuant to this Agreement, the transactions contemplated
hereby, or any Xxxxxx Indemnified Person's actions or inactions in connection
with any such Buyer Services or transactions, except for damages which have
resulted from such Buyer Indemnified Person's gross negligence or willful
misconduct in connection with any such Buyer Services, actions, or inactions.
The sole remedy of Xxxxxx for any claim relating to the performance or
nonperformance of the Buyer Services shall be a refund by Buyer to Xxxxxx of any
charges or fees paid for the applicable Buyer Services. In addition, in no event
shall either party be liable to the other for special, punitive, incidental, or
consequential damages arising out of this Agreement. BUYER MAKES no
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND buyer SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTIES WITH RESPECT TO THE BUYER SERVICES TO BE
PROVIDED HEREUNDER.
4.6. Xxxxxx agrees to indemnify and hold harmless each Buyer Indemnified
Person from and against any damages in connection with the provision of the
Buyer Services; provided that Xxxxxx will not be responsible for any damages
incurred by any Buyer Indemnified Person that have resulted from such Buyer
Indemnified Person's gross negligence or willful misconduct in connection with
any of the Buyer Services, actions, or inactions referred to above.
5. Confidential Information.
Buyer and Xxxxxx acknowledge that, in connection with the provision of the
Agreement Services, the Buyer Services and the Products, they each have access
to, have received or will receive from each other tangible and intangible
property which is confidential and or proprietary to Xxxxxx or Buyer. Both
Parties agree that, as a material provision of this Agreement, they will
exercise all reasonable care to safeguard such property and prevent disclosure
or misuse of same. At any time requested by Buyer, Xxxxxx shall promptly return
all tangible property of Buyer and shall continue to treat as confidential for a
period of three (3) years after termination of this Agreement all intangibles
received from Buyer. At any time requested by Xxxxxx, Buyer shall promptly
return all tangible property of Xxxxxx and shall continue to treat as
confidential for a period of three (3) years after termination of this Agreement
all intangibles received from Xxxxxx. No Party shall knowingly publish or
disseminate to any third party any of any other Party's confidential
information. Each document in printed or electronic form or other media which
contains confidential information shall be stamped with a confidential legend.
Notwithstanding the other provisions of this Section of this Agreement,
nothing received by any of the Parties hereunder shall be construed as
confidential information which:
5.1. is published or otherwise made available to the public other than by
breach of this Agreement by a Party hereto; or
5.2. is rightfully received by one Party hereunder from a third Party not
obligated under this Agreement, and without confidential limitation; or
5.3. is approved for release by the Party designating the information as
confidential information; or
5.4. is known to the Party receiving the confidential information prior to
its first receipt of the same from the other Party; or
5.5. is independently developed by the Party receiving the confidential
information; or
5.6. the receiving party reasonably believes (based upon legal opinion)
that it is required to be disclosed to comply with applicable law, rule or
regulation or court order or other compulsory process of a court or other
governmental body.
In the event that Section 5.6 is applicable, the receiving Party shall make
commercially reasonable efforts to notify the disclosing party, in writing, of
its intention to disclose allowing a reasonable period prior to such intended
disclosure, where the receiving Party reasonably believes that such notice can
be provided without violating applicable law, rule or regulation or court order
or other compulsory process of a court or other governmental body, so that the
disclosing Party may take such action as it deems appropriate to protect its
confidential information.
6. Use of Space.
6.1 For a period not to exceed 180 days from the Closing Date, any
Employees of the Business that are located in facilities of Xxxxxx that are not
being transferred to Buyer may remain in such locations. For the use of such
space, Buyer shall pay to Xxxxxx rent at the same rate as rent is being charged,
in accordance with Xxxxxx' internal accounting conventions, to the Xxxxxx
Semiconductor Sector for the use of such space immediately prior to the Closing
Date.
6.2 For a period not to extend beyond the earlier of (i) December 31, 1999
or (ii) the closing date of the sale of the Suppression Business, any employees
of Xxxxxx that work primarily in the Suppression Business and that are located
in the Transferred Facility in Palm Bay, Florida or the Transferred Facility in
Branchburg, NJ may remain in such locations (the "Suppression Space") at no
cost. If the sale of the Suppression Business occurs on or before December 31,
1999, the buyer of the Suppression Business may have its employees continue to
use the Suppression Space for a period not to exceed twelve (12) months from the
date of the closing of the sale of the Suppression Business. Such buyer shall
pay rent to Buyer for the use of such Suppression Space equal to Buyer's fully
allocated costs for such Suppression Space plus, on all costs other than third
party costs, five percent (5%).
6.3 For a period not to exceed beyond the earlier of (i) December 31, 1999
or (ii) the Closing Date of the sale of the Suppression Business, any equipment
owned by the Suppression Business and located in the Transferred Facility in
Kuala Lumpur, Malaysia may remain in such location (the "Suppression Equipment
Space") at no cost. If the sale of the Suppression Business occurs on or before
December 31, 1999, the Buyer of the Suppression Business may continue to
maintain such Suppression Equipment in the Suppression Equipment Space for a
period not to exceed twenty four (24) months from the date hereof. Such Buyer
shall pay rent to Buyer for the
use of such Suppression Equipment Space equal to Buyer's fully allocated costs
for such Suppression Equipment Space plus, on all costs other than third party
costs, five percent (5%).
6.4 For a period not to exceed 180 days from the Closing Date, the
employees of Xxxxxx Corporation that are located in the Kuala Lumpur Transferred
Facility may remain in such location. For the use of such space, Xxxxxx shall
pay to Buyer rent at the same rate as rent is being charged, in accordance with
Xxxxxx' internal accounting conventions, to the Xxxxxx Semiconductor Sector for
the use of such space immediately prior to the Closing Date.
7. Term and Termination.
7.1. Except as otherwise herein provided or as otherwise agreed in writing
by the Parties, this Agreement shall have an initial term of twenty-four (24)
months from the date hereof, and shall continue thereafter unless and until
either Buyer or Xxxxxx elects in writing to terminate this Agreement by giving
the other party not less than thirty (30) days written notice prior to the
expiration of such initial term.
7.2. Either Party shall have the right to terminate this Agreement if the
other Party shall at any time default in performing any of its material
obligations hereunder and shall fail to remedy such default within the 30-day
period following receipt of written notice thereof from the other Party. Either
Party shall also have the right to terminate this Agreement immediately in the
event the other Party shall be adjudged bankrupt, become insolvent, make a
general assignment for the benefit of creditors, have receiver or trustee
appointed for the benefit of creditors generally, file a voluntary petition in
bankruptcy or initiate reorganization proceedings or take any step toward
liquidation. In the event of termination pursuant to this provision, the
non-defaulting Party will have all rights and remedies available to it under
applicable law, including, but not limited to, equitable relief.
7.3. After the initial term hereof, either Party may terminate this
Agreement by giving the other Party not less than thirty (30) days prior written
notice.
7.4. Other than as required by applicable law, upon termination of any
Service pursuant to Section 1.2, or upon expiration of or termination of this
Agreement in accordance with this Section 7, Xxxxxx will have no further
obligation to provide the terminated Service (or any Agreement Service, in the
case of termination of this Agreement), and Buyer will have no obligation to pay
any fees relating to such Service or make any other payments hereunder (if all
Agreement Services hereunder have been terminated); provided that,
notwithstanding such termination, (i) Buyer shall remain liable to Xxxxxx for
fees owed and payable in respect of Services provided prior to the effective
date of the termination and rent owed pursuant to Section 6 for utilization of
space prior to the effective date of termination, and (ii) the provisions of
Sections 4 and 5 shall survive any such termination.
7.5. Other than as required by applicable law, upon termination of any
Suppression Service pursuant to Section 2.3, or upon expiration of or
termination of this Agreement in accordance with this Section 7, Buyer will have
no further obligation to provide the terminated Suppression Service (or any
Product or Buyer Service, in the case of termination of this Agreement), and
Xxxxxx will have no obligation to pay any fees relating to such Suppression
Service or make any other payments hereunder (if all Buyer Services and right to
acquire Products hereunder have been terminated); provided that, notwithstanding
such termination, (i) Xxxxxx shall remain liable to Buyer for fees owed and
payable in respect of Products or Suppression Services provided prior to the
effective date of the termination, and (ii) the provisions of Sections 4 and 5
shall survive any such termination.
7.6. With respect to termination of any Service or Suppression Service
under this Agreement, Xxxxxx and Buyer agree to cooperate in providing for an
orderly transition of such Service to Buyer, or Suppression Service to Xxxxxx,
or to a successor service provider. Buyer shall be entitled to purchase, at fair
market value at the time of such purchase, any asset that (i) is owned by
Xxxxxx, (ii) is identified on Exhibit D, and (iii) is used exclusively to
provide to Buyer one or more of the Services. Following the transfer of any such
asset to Buyer, Xxxxxx shall no longer have any obligation hereunder with
respect to the Service connected with such asset to the extent Xxxxxx used such
asset to provide such Service.
8. Relationship of the Parties.
Nothing contained herein shall constitute either Party the agent or legal
representative of the other. Neither Party shall have any right or authority to
assume or create any obligation or responsibility, express or implied, on behalf
of or in the name of the other, or to bind the other in any other manner.
9. Force Majeure and Work Stoppages.
No Party shall be liable in any manner for failure or delay upon
fulfillment of all or part of this Agreement, directly or indirectly owing to
any cause beyond its control, including, but not limited to, acts of God,
governmental orders or restriction, war, threat of war, warlike conditions,
fire, hostilities, sanctions, revolution, riot, looting, strike, lockout,
accident, interruption of transportation or inability to obtain necessary labor,
materials, or facilities.
10. No License.
Nothing contained in this Agreement shall be construed as granting, by
implication, estoppel or otherwise, any licenses or rights under any patents,
copyrights, works or other legally protectable proprietary rights (present or
future) of either Party hereto to the other Party.
11. Waivers.
The failure of a Party to exercise any of its rights under this agreement
on one occasion shall not waive such Party's right to exercise its rights on
another occasion.
12. Agreements and Conventions.
Except as otherwise specifically provided herein, the Agreement Conventions
set forth in Exhibit B to the Master Agreement are incorporated herein by
reference.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives as of the date and year first above
written.
XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
BUYER
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
EXHIBIT A
TO
TRANSITION SERVICES AGREEMENT
Xxxxxx will provide the following Services to Buyer for a period not to
exceed the number of months from the Closing Date as specified next to the
indicated Service.
Months from
Services Closing Date
-------- ------------
1. NT operations and services, including database, layered services (e.g., Eight
WTS, file and print and Web service).
2. Messaging services (all services provided under Microsoft Exchange). Eight
3. Vax service for MES (Manufacturing Execution Systems) on VAX equipment. Ten
4. Mainframe - MVS operations and layered services, including WAN connections Eight
to PKS. In the event of a penalty resulting from discontinuation of
mainframe services, the penalty will be shared proportionately in
accordance with usage, e.g., presently Semiconductor's usage is 90% of the
total, therefore if terminated they would be responsible for 90% of the
termination costs. Such usage would be based upon the average monthly usage
during the six months preceding notice of such termination. As noted in the
PKS/Xxxxxx Agreement, a six-month prior notification for termination is
required. During this six-month period, the Buyer will continue to pay a
proportion of the minimum base monthly fee based upon the preceding six
month usage.
5. Computer job scheduling services. Eight
6. Computer help desk support. Eight
7. Account management, security. Eight
8. Disaster recovery facilities. Eighteen
9. Co-located UNIX computer services. Eight
Months from
Services Closing Date
-------- ------------
10. Telecommunications network, equipment and services monitoring. Eight
11. Voice Telecommunications services including PBX operations and metered Eight
voice service.
12. Other telecommunications services including dial-in computer access and Eight
remote authentication.
13. Treasury and cash management services. Twelve
14. Benefits interface to HSS payroll and human resources. Eight
15. Check and advice printing. Eight
16. Payroll services, e.g., W2 preparation and printing. Eight
17. DHCP/DNS/WINS services. Eight
18. Internet on/ramp. Eight
19. Internet firewall services. Eight
20. Offsite backup storage of computer files. Eight
21. Microsoft and PeopleSoft License Usage:
Microsoft: Xxxxxx will transfer the Microsoft software covered under the
Xxxxxx/Microsoft Select Enterprise Enrollment Agreement at cost in accordance
with the "Divestiture" clause.
PeopleSoft: As a result of a divestiture, the Divested Organization can continue
to use the software for a period of twelve months from notice of divestiture,
subject to the terms and conditions of the contract. Upon expiration of the
twelve months, the Divested Organization may (a) return/destroy the software, or
(b) acquire the software for 50% of then current list price, and negotiate the
annual maintenance fee going forward.
22. Assistance regarding the importation of goods in Europe Eight
23. Migration assistance from Xxxxxx to Buyer with respect to the foregoing Eight
services.
EXHIBIT B
TO
TRANSITION SERVICES AGREEMENT
SUPPRESSION PRODUCTS
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SURGECTORS
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Xxxxxx Part Type Description
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
SGT03U13 PWR SURGECTOR 30V 130MA TO-202
--------------------------------------------------------------------------------------
SGT06U13 PWR SURGECTOR 60V 120MA TO-202
--------------------------------------------------------------------------------------
SGT10S10R3872 CUSTOM TYPE LUCENT TECH
--------------------------------------------------------------------------------------
SGT21B13 PWR BIDIRECTIONAL SURGECTOR 230V 130MA TO-
--------------------------------------------------------------------------------------
SGT23B13 PWR BIDIRECTIONAL SURGECTOR 230V 130MA TO-
--------------------------------------------------------------------------------------
SGT23B13A PWR BIDRIECTIONAL SURGECTOR 230V 130MA TO-
--------------------------------------------------------------------------------------
SGT23B13S2463 CUSTOM TYPE NOKIA
--------------------------------------------------------------------------------------
SGT23B13121 CUSTOM TYPE LUCENT TECH
--------------------------------------------------------------------------------------
SGT23U13 PWR SURGECTOR 230V 130MA TO-202
--------------------------------------------------------------------------------------
SGT27B13 PWR BIDIRECTIONAL SURGECTOR 270V 130MA TO-
--------------------------------------------------------------------------------------
SGT27B13A PWR BIDIRECTIONAL SURGECTOR 270V 130MA TO-
--------------------------------------------------------------------------------------
SGT27B27 PWR BIDIRECTIONAL SURGECTOR 270V 270MA TO-
--------------------------------------------------------------------------------------
SGT27B27A PWR BIDIRECTIONAL SURGECTOR 270V 270MA TO-
--------------------------------------------------------------------------------------
SGT27S10 PWR SURGECTOR 270V 100MA TO-202
--------------------------------------------------------------------------------------
SGT27S23 PWR SURGECTOR 270V 230MA TO 202
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DIODE ARRAYS
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Xxxxxx Part Type Description
--------------------------------------------------------------------------------------
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SP720AB ELECTRONIC PROTECTION ARRAY, 16 SOIC
--------------------------------------------------------------------------------------
SP720ABS2527 SPECIAL PART NUMBER FOR INTEL
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SP720ABT ELECTRONIC PROTECTION ARRAY, 16 SOIC, TAPE
--------------------------------------------------------------------------------------
SP720ABTR4249 ELECTRONIC PROTECTION ARRAY, 00 XXXX, XXXX
--------------------------------------------------------------------------------------
XX000XXX00000 SPECIAL PART NUMBER FOR INTEL
--------------------------------------------------------------------------------------
SP720ABTS5001 SELECTION OF SP720ABT FOR IBM
--------------------------------------------------------------------------------------
SP720AP ELECTRONIC PROTECTION ARRAY, 16 PDIP
--------------------------------------------------------------------------------------
SP720APS2501 CUSTOM TYPE TECO
--------------------------------------------------------------------------------------
SP720AW ELECTRONIC PROTECTION ARRAY FOR ESD & OVER
--------------------------------------------------------------------------------------
SP720AY PROTECTION ARRAY - DIE FORM
--------------------------------------------------------------------------------------
SP720MD ESD PROTECTION, MIL NON-COMPLIANT, 16 LEAD
--------------------------------------------------------------------------------------
SP720MD 8 ESP PROTECTION, MIL 883 NON-COMPLIANT, 16
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
SP720MM ESD PROTECTION, MIL NON COMPLIANT, 20 CLCC
--------------------------------------------------------------------------------------
SP720MM-8 ESD PROTECTION, MIL 883 NON-COMPLIANT, 20
--------------------------------------------------------------------------------------
SP721AR ELECTRONIC PROTECTION ARRAY, 8 SOIC
--------------------------------------------------------------------------------------
SP721ABS2527 SPECIAL PART NUMBER FOR INTEL
--------------------------------------------------------------------------------------
SP721ABT ELECTRONIC PROTECTION ARRAY, 8 SOIC, TAPE
--------------------------------------------------------------------------------------
SP721ABTS2527 SPECIAL PART NUMBER FOR INTEL
--------------------------------------------------------------------------------------
SP721AP ELECTRONIC PROTECTION ARRAY, 8 PDIP
--------------------------------------------------------------------------------------
SP723AB ELECTRONIC PROTECTION ARRAY, 8 SOIC
--------------------------------------------------------------------------------------
SP723ABT ELECTRONIC PROTECTION ARRAY, 8 SOIC, TAPE
--------------------------------------------------------------------------------------
SP723ABTS2497 CUSTOM TYPE TELRAD DOCK TO STOCK
--------------------------------------------------------------------------------------
SP723AP ELECTRONIC PROPTECTION ARRAY, 8 PDIP
--------------------------------------------------------------------------------------
SP724AHT ESD/OVERVOLTAGE PROTECTION ARRAY SOT-23 TA
--------------------------------------------------------------------------------------
EXHIBIT C
TO
TRANSITION SERVICES AGREEMENT
SUPPRESSION SERVICES
Buyer shall provide Xxxxxx with the following services provided in the
ordinary course of business by Xxxxxx Semiconductor Sector to the Suppression
Business as of the Closing Date:
1. Management information services including order entry, impress,
workstream, hub, and other management information services provided in the
ordinary course of business by the Xxxxxx Semiconductor Sector to the
Suppression Products Business of Xxxxxx as of the Closing Date.
2. Sales services by Transferred Employees who, prior to the Closing Date,
were involved in sales of Suppression Products.
3. Any assembly and testing services provided by the Transferred Facility
in Kuala Lumpur, Malaysia in addition to those services required in order to
manufacture the Products.
EXHIBIT D
TO
TRANSITION SERVICES AGREEMENT
1. All NT computing servers, associated hardware and equipment racks located on
any of the properties of Xxxxxx or in any of the Transferred Facilities,
currently supporting services to the Business including, but not limited to,
the following:
o NT Business Application Server
o NT Database
o Internet/Web Services
o Winframe
o Email/Exchange and Om Tool Fax
o Domain Control
o File and Print
o DHCP
2. All "Collocated UNIX" computing servers, associated hardware and equipment
racks located on any of the properties of Xxxxxx or in any of the
Transferred Facilities currently supporting services to the Business
including, but not limited to, the following:
o Impress Planning
o Midas
o Hub
3. All VMS computing servers, associated hardware and equipment racks located
in any of the properties of Xxxxxx or in any of the Transferred Facilities,
currently supporting services to the Business including, but not limited to,
the following:
o Workstream
o Development
4. All Telecommunications Network hardware located in any of the properties of
Xxxxxx or in any of the Transferred Facilities, currently supporting
services to the Business including, but not limited to, the following:
o Internet Server Connectivity Hardware - Foundry Server Iron - (Load
Balance between Web Servers)
o VMS Connectivity Hardware - Capricorn CISCO 7206 Router (Interface to
remote VMS Clusters and Findlay/Mountaintop WAN Connectivity); Foundry Net
Iron - Bid D NI - (Interface to Dundalk and DEV VMS Cluster)
o MVS Connectivity Hardware - CNT Box (IP to SNA/T1 Channel Extender), Front
End Processor
o FDDI Connectivity Hardware - 3COM LANPlex 100 Mb IP/FDDI Hub
o XXXX XXX Connectivity Hardware
o Network General Sniffer Analyzer and associated Datacom switch
