Exhibit 10.1
PURCHASE AGREEMENT
ALTIUM TECHNOLOGY
JULY 30, 1998
REMEC INC.
0000 XXXXXXXXXX XXXXX
XXX XXXXX, XX. 00000
ATTN.: XX. XXXXX XXXXXXX
PRESIDENT AND CHIEF OPERATING OFFICER
XX. XXX XXXXXXX
PRESIDENT, REMEC WIRELESS
Gentlemen:
This memo serves to document the requirements and agreements between Digital
Microwave Corporation (DMC) and REMEC Inc. (REMEC).
The parties hereby agree that upon execution of this Agreement, the following
terms and conditions shall supersede any previously negotiated terms and
conditions and shall take precedence over any other document during the
period of this agreement. The parties also agree that this Agreement will
apply only to the "Altium" Products as provided in the attached Exhibit D.
This Agreement shall automatically be reviewed each year for the purpose of
marketing and forecast analysis.
1. Upon REMEC's acceptance of this letter by signing and returning one copy
to DMC, REMEC is directed to proceed at once to commence activities per
the Statement of Work described in Exhibit A. DMC is requesting REMEC to
assemble [*] ([*]) protected [*] GHz Beta units and manufacture full
production [*] GHz Out-Door Units per technical documentation provided by
DMC. In addition to the work related to the [*] GHz ODU assembly and
associated sub-assemblies, this agreement also serves to cover design,
development, and production of other frequency bands defined in Exhibit C.
DMC recognizes that this effort will require STE (special test equipment)
cost, as detailed in Exhibit A. STE is defined as application specific
interface fixtures and software. The costs detailed in Exhibit A are for
each frequency band and each module except where a module is a common
subassembly for all bands. The STE costs will be amortized over the
initial [*] units. DMC will retain title of all STE listed in Exhibit A.
If additional STE is required for growth in volume REMEC will make the
appropriate investment. DMC holds the right to purchase the additional
STE. Additional bands will be funded by DMC per the schedule for each band
as outlined in Exhibit C.
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[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
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2. Beta unit delivery is critical to the overall Altium program. All material
for the [*] GHz beta phase has been procured by DMC and provided to REMEC
to build the [*] [*] GHz beta units. REMEC will assemble the beta units
using the supplied material at a cost of $[*] each.
3. Per this agreement DMC is requesting REMEC to begin full design and
development of the additional frequency bands as defined in Exhibit X.
XXXXX is to follow general architecture and topologies as established with
the [*] GHz Altium product on all new product designs as well as design
for performance documentation provided by DMC. REMEC will design and
develop internal sub-assemblies (modules) and will incorporate a common
electronic and mechanical interface to allow a second source to be
qualified on all internal modules. If REMEC is unable or unwilling to
provide the product in the volume required by DMC, REMEC with DMC support,
will provide full documentation and license agreements for each product
developed by REMEC to allow DMC to develop a build to print second source
supplier. Second source suppliers shall be deemed non-competitors of REMEC
to allow protection of REMEC proprietary technology to be used in product
design. DMC is to provide all supporting documentation for the [*] and [*]
GHz designs so that REMEC may implement cost reduction or yield
improvements for each product as required.
4. REMEC shall be responsible for material procurement on all alpha and beta
units beyond the [*] GHz group. DMC shall pay for any excess material in
the event of a DMC requested design change on product implemented after
the start of fabrication or assembly, which render the assemblies scrap
including effected production material. Alpha and Beta ODU's shall be
submitted to DMC per the schedule as outlined in Exhibit X. XXXXX will
provide a compliance matrix document within (60) sixty days of receiving
DMC ODU functional requirement documents (PSD) for those products to be
designed by REMEC. REMEC will conduct a design review meeting at the
completion of the alpha phase. This meeting shall provide full performance
data per the latest revision of the DMC ODU PSD for each alpha unit. If
REMEC can not meet product yield, or forecasted costs with DMC provided
designs or specifications, REMEC shall call for a meeting and present to
DMC a plan and cost to achieve satisfactory yields and costs. If the REMEC
plan is unacceptable to DMC REMEC reserves the right to cancel production
of these products from the purchase order.
5. The termination liability schedule ( Exhibit E) applies to this contract.
REMEC may not expend or commit a sum greater than that indicated by the
established review points until approved by DMC.
6. REMEC shall be paid for performance of the work hereunder upon delivery of
product as set forth in Exhibit A, attached hereto, DMC may terminate the
Work for just cause on a ([*]) day written notice and REMEC shall
immediately stop performance of the Work and not incur further charges.
DMC shall make any payment due to REMEC for Work performed and material
expenses REMEC incurred or committed to its vendors for completion of the
Altium program up until the time of termination in an amount commensurate
with the actual Work performed for a particular milestone. REMEC will
initiate a product review meeting if the [*] GHz DMC design fails to meet
standards for product yield, cost, or labor time values.
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[*] Omitted pursuant to a confidential treatment request. The material has been
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7. Digital Microwave Corporation will issue a fixed price purchase order in
the amount of $[*] for approximately [*] ([*]) Out Door Units or
approximately [*] transceiver units assuming a [*]/[*] mix of protected
and unprotected product. Price per unit is given in Exhibit D. This
product is expected to be delivered over a [*] year period. The [*] GHz
beta units shall be delivered per the schedule in Exhibit C. Both parties
acknowledge that such contract must be accepted by both DMC and REMEC. No
such acceptance is implied by this letter of agreement. All sales are
subject to the DMC terms and conditions as noted in Exhibit B. Any further
changes by DMC to the design, specification, or test requirements which
impact material cost or labor time standards shall initiate discussion to
re-negotiate the unit price.
8. Standard Terms and Conditions of Purchase set forth is [*], any reference
in said terms and Conditions of Purchase to adjustment in prices or
delivery schedule shall be inapplicable and no changes to this letter
shall be deemed to increase REMEC's authorization to expend funds and to
make commitments hereunder unless expressly so stated in any such change.
9. The purchase order shall include the Terms and Conditions of Purchase set
forth in Exhibit B, and the delivery schedule, prices and any additional
provisions that the parties agree upon.
10. In the event of termination of this agreement, per paragraphs 4 or 6
above, DMC shall pay REMEC for all Work performed up to the date of notice
of such termination on a time and material basis (including overhead and
G&A at a reasonable and customary rate), REMEC shall submit all financial
data required for DMC to verify charges. REMEC acknowledges that in no
event shall DMC be responsible to REMEC for any payments in excess of the
termination liability amounts set forth in Exhibit E. Upon such payment,
REMEC shall turn over to DMC all Work performed by REMEC up to the date of
termination. All Work prepared under this agreement shall be deemed a
"work made for hire" under the United States copyright laws. In the event
that, notwithstanding the foregoing, title to and ownership of the Work
initially vests in REMEC, REMEC agrees to execute, at DMC's request, all
documents that are necessary to transfer and assign all such title and
ownership of the Work to DMC, except work that is not unique to Altium.
REMEC ownership includes, but is not limited to: filters, modules and
circuits REMEC developed either for Altium application or other
applications, and associated process drawings which are not specified in
DMC's PSD. REMEC is entitled to own all rights and such designs.
11. This Agreement is to be considered confidential. Neither party shall
disclose either the existence, the terms or conditions, or the subject
matter of this Agreement without the prior written consent of the other
party.
12. Neither party shall use the other party's name in any publicity or use the
other party's name in any notice to any third party without the prior
written consent of the other party, such consent not to be unreasonably
withheld.
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[*] Omitted pursuant to a confidential treatment request. The material has been
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13. Both parties warrant that Work to be performed under this agreement letter
shall be performed in a professional manner by qualified personnel. DMC
and REMEC agree that the full cooperation of both companies is necessary
to enable the Work to meet its scheduled timetable.
14. Should market changes not support the conditions of this agreement DMC
reserves the right to terminate this contract for convenience by written
notification whereupon REMEC shall immediately stop all relevant work. In
the event of termination for convenience DMC shall be financially
responsible for materials covering the [*]-day purchase release for
finished product, WIP for the [*] month release, [*] month product
forecast and long lead material. DMC will also pay the difference in unit
price for the lower volume sold based on a [*]% CRC per Exhibit D.
Please signify your concurrence with this agreement by signing in the space
provided below and returning the signed original to me.
Regards,
/s/ Xxxx X. Xxxxx
Accepted this 30th day of July 1998
DIGITAL MICROWAVE CORPORATION REMEC INC.
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By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
------------------------------- ------------------------
Title: President and Title: President and
Chief Operating Officer Chief Operating Officer
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[*] Omitted pursuant to a confidential treatment request. The material has been
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EXHIBIT A
STATEMENT OF WORK
DMC and REMEC shall participate in a joint effort to design and develop the
Altium ODU assembly for various frequency bands with the intention of REMEC
being an ODU manufacturer. The top level ODU design, as well as several key
modules (IF Module and Synthesizer Module) will be designed by DMC with
REMEC's participation to ensure manufacturabilty to REMEC
design/manufacturing standards. Other modules and frequency bands will be
specified by DMC and wholly designed and developed by REMEC. After
development of the [*] and [*] GHz product, REMEC will assume full
responsibility for design and development of all applicable modules.
DESIGN PHASE
The following are key tasks and responsibilities of this statement of work
for development of ODU's for [*], [*] and [*] GHz bands. [*] and [*] GHz
development will be joint development efforts.
[*]
ALPHA PHASE
DMC and REMEC shall participate in a joint effort to develop the design into
prototype modules and ODU assemblies for various frequency bands. The major
tasks and responsibilities are:
[*]
ALPHA PHASE DELIVERABLES
[*] Alpha ODU units for each frequency band of development per the delivery
schedule defined in Exhibit C. Each unit shall meet the electrical
performance requirements per the frequency appropriate DMC supplied PSD.
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[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
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BETA PHASE
DMC and REMEC shall participate in a joint effort to develop the prototype
design into pre-production ODU assemblies for various frequency bands. The
major tasks and responsibilities are:
[*]
Pricing is as defined in Exhibit D
BETA PHASE DELIVERABLES
QTY Type and description
--------------------------
[*] [*] [*] GHz ODU, Protected, built and tested per DMC PSD
[*] [*] [*] GHz ODU, Protected, built and tested per DMC PSD
[*] [*] [*] GHz ODU, Protected, built and tested per DMC PSD
[*] [*] [*] GHz ODU, Protected, built and tested per DMC PSD
[*] [*] [*] GHz ODU, Protected, built and tested per DMC PSD
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[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
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PRODUCTION DELIVERABLES
-----------------------
Approximately [*] total complete and tested Out Door Units per DMC documentation
and released production order. Product mix will be both protected and
unprotected configurations in the [*], [*], [*], [*], or [*] GHz bands and set
per purchase order releases. Initial volume build is expected to be for [*] GHz
units. STE charges will be amortized over the initial quantity of [*] units as
noted in Exhibit D.
PRODUCT FORECAST
----------------
It is agreed that DMC will provide REMEC, on a monthly basis, [*] ([*]) day firm
purchase release, [*] ([*]) months Product forecasts and [*] ([*]) months
rolling forecasts for long lead time items. This section, as appropriate, may be
modified in an addendum to reflect specific Product requirements. STE COSTS The
anticipated Total STE cost :
BAND COST
-----------------------------------
[*] GHz $[*]
[*] GHz $[*]
[*] GHz $[*]
[*] GHz $[*]
[*] GHz $[*]
------------------------
TOTAL $[*]
MATERIAL PROCUREMENT
--------------------
REMEC is authorized to purchase materials using standard purchasing practices
including, but not limited to, acquisition of material recognizing Economic
Order Quantities, ABC buy policy and long lead time component management in
order to meet the Purchase Order requirements of DMC. DMC recognizes its
financial responsibility and assumes liability for materials covering the
[*]-day purchase release for finished product, WIP for the [*] month
release, [*] month product forecast and long lead material. This production
forecast shall supercede those requirements in Exhibit E. The [*] GHz long lead
time item list (Exhibit F) will be reviewed quarterly. The long lead item list
for [*] GHz will be added as it becomes available. DMC agrees to provide REMEC
releases against the open purchase order with ODU configuration and frequency
requirements a minimum of [*] ([*]) days in advance of Delivery (or as otherwise
provided by an addendum) and shall become effective upon acceptance of the order
by REMEC within [*] ([*]) days of receipt of said release.
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[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
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EXHIBIT B:
TERMS AND CONDITIONS OF PURCHASE
Alpha, payment will be [*] per set price.
Beta, payment will be [*] per set price.
Production, payment will be [*] per set price.
1. INVOICES. Payment of invoices shall not constitute acceptance of the
product and shall be subject to adjustment for errors, shortages, defects
in the product or other failure of Seller to meet the requirements of the
order. Buyer may at any time set off any amount owed by Buyer to Seller
against any amount owed by Seller.
2. TAXES. Unless otherwise specified, the prices set forth in this order
include all applicable federal, state, and local taxes. All such taxes
shall be stated separately on Seller's invoice.
3. OVERSHIPMENTS. Buyer will pay only for maximum quantities ordered.
Overshipments will be held at Seller's risk and expense for a reasonable
time awaiting shipping instructions. Return shipping charges for excess
quantities will be at Seller's expense.
4. PACKING AND SHIPPING. Unless otherwise specified, all products shall
be packed, packaged, marked and otherwise prepared for shipment in a manner
which is: (i) in accordance with good commercial practice, (ii) acceptable
to common carriers for shipment at the lowest rate for the particular
product and in accordance with all governmental regulations and (iii)
adequate to insure safe arrival of the product at the named destination and
for storage and protection against weather. An itemized packing sheet must
accompany each shipment unless otherwise specified.
5. F.O.B. POINT. Unless otherwise specifically provided on the face of
the purchase order, the product called for hereunder shall be delivered on
Ex Works (Incoterms 1990) Sellers facility freight collect.
6. RESPONSIBILITY FOR SUPPLIES. Title passes to Buyer and Buyer assumes
risk of loss upon delivery to the carrier at the Sellers facility.
7. WARRANTY. Seller warrants that all supplies delivered hereunder shall
be free from defects in workmanship, material other than material furnished
by Buyer, and manufacture; shall comply with the requirements of this
contract, including any drawings or specifications incorporated herein or
samples furnished by Seller; and, where design is Seller's responsibility,
be free from defects in design. The foregoing warranties shall constitute
conditions and are in lieu of all other warranties, whether expressed or
implied, and shall survive delivery, inspection, acceptance and payment.
If any products delivered hereunder do not meet the warranties specified
herein or otherwise applicable, Buyer may at its election require the
Seller to promptly correct, at no cost to Buyer, any defective or
nonconforming products by repair or replacement, at Seller's facility for a
period of [*] ([*]) months from delivery. The foregoing remedies shall be
deemed to be exclusive,
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and in no event shall Seller be liable to Buyer for incidental or
consequential damages. The provisions of this clause shall not limit or
effect the rights of Buyer under the clause hereof entitled Inspection.
8. INSPECTION. All products purchased hereunder shall be subject to
inspection and test by Buyer to the extent practicable at all times and
places during and after the period of manufacture and in any event prior to
final acceptance. In case any product is defective in material or
workmanship, or otherwise not in conformity with the requirements of this
order, Buyer shall have the right to reject it, and require its correction
or replacement. Any product which has been rejected or required to be
corrected shall be replaced or corrected by and at the expense of the
Seller promptly after notice. If, after being requested by Buyer, the
Seller fails to replace or correct any defective product within a
reasonable time of the delivery schedule Buyer may with appropriate notice
terminate this order for default in accordance with the clause herein
entitled "Termination for Default". Notwithstanding any prior inspection or
payment hereunder, all products shall also be subject to final inspection
and acceptance at Buyer's plant within a reasonable time after delivery.
9. CHANGES IN PROCESS OR METHOD OF MANUFACTURING. Seller will notify
buyer of any significant changes in the process or method of manufacture
during the term of this purchase order that affect form, fit or function
when such changes are implemented by seller, allowing buyer to evaluate
them in a parallel process. Comments to such changes must be returned to
seller within [*] working days. If buyer determines within [*] working
days the proposed changes may have a significant impact to the performance
required by DMC's specifications, Buyer may request for an additional [*]
working days for further evaluation. Seller agrees that should the change
prove to compromise performance, quality or reliability as defined in the
specification, Seller will be financially responsible for product
manufactured during this [*] day period.
10. CHANGES. The Buyer may at any time by written order, and without
notice to sureties or assignees, suspend performance hereunder, increase or
decrease the ordered quantity or make changes in the applicable drawings,
designs or specification, the method of shipment or packing, and/or place
of delivery. If any such change causes an increase or decrease in the cost
of or the time required for performance of this order, an equitable
adjustment shall be made in the order price or delivery schedule or both,
and the order shall be modified in writing accordingly. However, nothing
in this clause shall excuse Seller from proceeding with the order as
changed or amended.
11. TERMINATION FOR DEFAULT. It is understood and agreed that time is of
the essence under this order or any extension thereof effected by any
change order. Buyer may by written notice terminate this order in whole or
in part if the Seller fails (i) to make delivery of the product or to
perform the service within a reasonable time of the time specified herein,
or (ii) to replace or correct defective products in accordance with the
provision of those clauses hereof entitled "Warranty" and "Inspection" or,
(iii) to perform any of the provisions of this order or to so fail to make
progress as to endanger performance in accordance with the terms hereof,
including delivery schedules, or (iv) if Seller becomes insolvent, admits
in writing its inability to pay its debts as they mature, files a voluntary
petition to bankruptcy, makes an assignment for the benefit of creditors or
if a petition under bankruptcy is filed against it.
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[*] Omitted pursuant to a confidential treatment request. The material has been
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12. PATENT INDEMNITY. Seller represents and warrants that (i) it has the
right to disclose or use, without liability to others, all subject matter,
including ideas, inventions, creations, works, processes, designs and
methods that Seller will disclose or use in its performance of this order;
(ii) the products, and Buyer's use thereof, do not and will not infringe
any patent, copyright, trade secret, mask work right, or other proprietary
right of others; and (iii) in connection with its performance under this
order, Seller will not infringe any patent, copyright, trade secret, mask
work right, or any other proprietary right of any third party. Seller will
indemnify, hold harmless, and at Buyer's request defend Buyer from and
against any loss, cost, liability or expense (including court costs and
reasonable fees of attorneys and other professionals) arising out of or
resulting from any breach or claimed breach of the above representations
and warranties. In the event of any such claim, Buyer agrees (i) to notify
Seller of the claim, (ii) if Buyer has not requested that Seller defend the
claim, to permit Seller, at Seller's expense, to participate in the defense
thereof with counsel of Seller's choosing, subject to Buyer's supervision
and control, and (iii) if Buyer has requested that Seller defend the claim,
to provide Seller with all needed information, assistance and authority
necessary for Seller to do so. If the use by Buyer of any of the products
purchased under this Agreement is enjoined, or in Buyer's opinion is likely
to be enjoined, at Buyer's request and option, and without prejudice to
Buyer's rights and remedies, Seller at its expense will procure from the
person or persons claiming or likely to claim infringement, a license for
Buyer and its customers to continue to use such products, or modify the
allegedly infringing order to avoid the infringement, without materially
impairing performance or compliance with Buyer's specifications or this
order. Buyer represents and warrants that (i) it has the right to disclose
or use, without liability to others, all subject matter, including ideas,
inventions, creations, works, processes, designs and methods that Buyer
will disclose or use in its performance of this order; (ii) the products,
and Seller's use thereof, do not and will not infringe any patent,
copyright, trade secret, mask work right, or other proprietary right of
others; and (iii) in connection with its performance under this order,
Buyer will not infringe any patent, copyright, trade secret, mask work
right, or any other proprietary right of any third party. Buyer will
indemnify, hold harmless, and at Seller's request defend Seller from and
against any loss, cost, liability or expense (including court costs and
reasonable fees of attorneys and other professionals) arising out of or
resulting from any breach or claimed breach of the above representations
and warranties. In the event of any such claim, Seller agrees (i) to
notify buyer of the claim, (ii) if Seller has not requested that Buyer
defend the claim, to permit Buyer , at Seller's expense, to participate in
the defense thereof with counsel of Buyer's choosing, subject to Seller's
supervision and control, and (iii) if Seller has requested that Buyer
defend the claim, to provide Buyer with all needed information, assistance
and authority necessary for Seller to do so.
13. COMPLIANCE WITH LAWS. The Seller warrants that no law, rule or
ordinance of the United States, a State or any other governmental agency
has been violated in the manufacture or sale of the products or in the
performance of services covered by this order, and will defend and hold
Buyer harmless from loss, cost or damage as a result of any such actual or
alleged violation. Upon written request by Buyer, Seller agrees to execute
and furnish a certification of compliance, which may be on Buyer's form and
which shall certify compliance with any applicable Federal, State and or
Local Laws or Regulations, including but not limited to FLSA, EEOC, and
XXXX.
00
00. ASSIGNMENT AND SUBCONTRACTORS. No right or obligation under this
purchase order including the right to receive monies due hereunder) shall
be assigned by Seller, and Seller shall not enter into any substantial
subcontracts without the prior written consent of Buyer. Any purported
assignment without such consent shall be null and void and Buyer shall not
be obligated to recognize any claim from Seller resulting from a
subcontract, not previously consented to by Buyer.
15 SPECIAL TOOLING. If special tooling used in the performance of this
purchase order has been charged to this order, or to this order and other
orders placed by the Buyer, title to such special tooling shall vest in the
Buyer, at the option of the Buyer. Such tooling is to be used only in the
performance of such Purchase Orders unless otherwise approved by Buyer.
The Seller agrees that it will follow normal industrial practice in the
identification and maintenance of property control records on all such
tooling, and will make such records available for inspection by the Buyer
at all reasonable times. After the termination or completion of such
Order(s) and upon the request of the Buyer, the Seller shall furnish a list
of such tooling in the form requested and shall make such tooling available
for disposition by the Buyer.
16 APPLICABLE LAW. This purchase order shall be governed by and enforced
in accordance with California law as applied to contracts entered into in
California by California residents to be performed entirely within the
State of California.
17. EXCUSABLE DELAYS. The Seller shall be liable for default unless
nonperformance is caused by an occurrence beyond the reasonable control of
the Seller and without its fault or negligence such as, acts of God or the
public enemy, acts of the Government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes,
unusually severe weather, and delays of common carriers. The Seller shall
notify the Buyer in writing as soon as it is reasonably possible after the
commencement of any excusable delay, setting forth the full particulars in
connection therewith, shall remedy such occurrence with all reasonable
dispatch, and shall promptly give written notice to the Buyer of the
cessation of such occurrence.
18. DISPUTES. The parties shall attempt to resolve all disputes and
disagreements arising under or relating to this Agreement through
negotiation. If the parties are not able to reach a resolution after
reasonable, good faith efforts, the matter (excluding claims under Article
13, Patent Indemnity) shall be referred to mediation, before and as a
condition precedent to the initiation of any adjudicative action or
proceeding. In the event that such dispute or disagreement is not resolved
through mediation, then it shall be submitted to arbitration upon the
request of one party after the service of that request on the other party.
Pending resolution of any such dispute, Seller shall diligently perform all
work called for by this Agreement.
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EXHIBIT C:
SCHEDULE FOR DEVELOPMENT
------- ------------ ------------ ---------------- ---------------- ---------------- -------------- ----------------- -------------
TYPE SPEC'S* ALPHA ALPHA ALPHA ALPHA BETA BETA BETA
(GHZ) (SCD'S) XCVR SYNTH FILTER ODU MODULE TEST ODU SYSTEM
MODULE MODULE MODULE TEST TEST TEST
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
[*] [*] [*] [*] [*] [*] [*] [*] [*]
RESPONSIBLE: [*] [*] [*] [*] [*] [*] [*] [*]
BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
[*] [*] [*] [*] [*] [*] [*] [*] [*]
RESPONSIBLE: [*] [*] [*] [*] [*] [*] [*] [*]
BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
[*] [*] [*] [*] [*] [*] [*] [*] [*]
RESPONSIBLE: [*] [*] [*] [*] [*] [*] [*] [*]
BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
[*] [*] [*] [*] [*] [*] [*] [*] [*]
RESPONSIBLE: [*] [*] [*] [*] [*] [*] [*] [*]
BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
[*] [*] [*] [*] [*] [*] [*] [*] [*]
RESPONSIBLE: [*] [*] [*] [*] [*] [*] [*] [*]
BY (DATE):
------- ------------ ------------ ------------- ------------ ------------- ------------- ----------------- ----------- ------------
* THE DATES IN THE SPEC'S COLUMN MEANS COMPLETION OF ALL REQUIRED
SPECIFICATIONS FOR THE RESPECTIVE FREQUENCY BAND BY THE DATE GIVEN.
NOTE: ALL DATES SHOWN ABOVE ARE COMPLETION DATES FOR EACH OF THE RESPECTIVE
PHASES
1) [*] GHz schedule is contingent upon receipt of al beta material and
documentation.
2) [*] GHz alpha synthesizers contingent upon delivery of DMC design
documentation, MSD and demonstration of a [*] GHz beta unit.
3) All REMEC dates indicated on the above schedule are contingent upon
receipt of DMC documentation on the dates indicated.
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[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
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EXHIBIT D:
[*] GHZ BETA PRICING:
QTY ODU UNIT PRICE
--- --------------
[*] $[*]
TOTAL $[*]
-------
ALPHA, BETA AND PRODUCTION UNIT PRICING
---------------------------------------
For [*], [*], [*], [*], and [*] GHz ODU product
TYPE ODU QUANTITY PRICE
-------------------------------------------------------------------
Protected ODU < [*] $[*] )
) Total =[*] transceivers
Unprotected ODU < [*] $[*] )
Protected ODU > [*] < [*] $[*] )
- - ) Total =[*]transceivers
Unprotected ODU > [*] < [*] $[*] )
- -
A reduction in quantities will result in a price increase based on a [*]%
cost reduction curve (CRC). Increased quantities above those listed in either
category will result in a reduction in price based on a [*]% CRC.
All prices are based on a product mix of [*]% [*]/[*]/[*] GHz and [*]% [*]/[*]
/[*]/[*] GHz. A mix of greater than [*]% in the [*]/[*]/[*]/[*] GHz. will
result in a price increase based a [*]% higher cost for the [*]/[*]/[*]/[*]
GHz product. An increase greater than the [*]% product mix for the [*]/[*]/[*]
GHz product will result in a price reduction using the same [*]% ratio.
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[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
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EXHIBIT E
TERMINATION LIABILITY SCHEDULE
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[*] [*] [*] [*] [*]
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[*] Days after $[*] $[*] $[*] $[*] $[*]
receipt of SCD
(PDR)
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Completion of $[*] $[*] $[*] $[*] $[*]
Alpha Phase (CDR)
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Notes:
1. The above figures are additive at the Completion of the Alpha/Beta Phase 2.
The above figures represent termination liability per frequency band
3. [*] Days after receipt of SCD means from turn-on of the respective frequency
band with the first modular or ODU Level SCD
4. Coverage includes [*] months of Long Lead material based upon a [*]%
[*]/[*]/[*] GHz frequency band and [*]% [*]/[*]/[*] & [*] GHz frequency band
split
--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617 14
EXHIBIT F
Long Lead Material [*] GHz
----------------------------------------------------------------------------------------------------------------------
ASSY # COMPONENT DESCRIPTION QTY LEAD
----------------------------------------------------------------------------------------------------------------------
PER TIME
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 8 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 5 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 4 NC/NR- [*]-WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 2 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 8 NC/NR-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 3 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 8 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 3 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 4 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617 15
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 4 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 4 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 2 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
[*] [*] 1 [*]-[*] WEEKS
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[*] Omitted pursuant to a confidential treatment request. The material has been
filed separately with the Securities and Exchange Commission.
sf-602617 16
