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EXHIBIT 99.12
SEVENTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
GENENTECH, INC.
THIS SEVENTH AMENDMENT, effective as of the first day of October, 1999,
by and between Fidelity Management Trust Company (the "Trustee") and Genentech,
Inc. (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust
Agreement dated July 1, 1991, and amended May 1, 1994, December 1, 1995, May 8,
1996, April 1, 1997, November 9, 1997 and October 1, 1998 (as amended, the
"Trust Agreement"), with regard to the Genentech, Inc. Tax Reduction Investment
Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 15 thereof;
NOW THEREFORE, in consideration of the above premises, the Trustee and
the Sponsor hereby amend the Trust Agreement, effective as of October 1, 1999,
by:
(1) Adding a new Section 16, Electronic Services, as follows, and
renumbering all subsequent subsections accordingly:
SECTION 16. ELECTRONIC SERVICES.
(a) The Trustee may provide communications and services via
electronic medium ("Electronic Services"), including, but not
limited to, Fidelity Plan Sponsor WebStation, Client Intranet,
Client e-mail, interactive software products or any other
information provided in an electronic format. The Sponsor, its
agents and employees agree to keep confidential and not publish,
copy, broadcast, retransmit, reproduce, commercially exploit or
otherwise redisseminate the data, information, software or
services without the Trustee's written consent.
(b) The Sponsor shall be responsible for installing and
maintaining all Electronic Services on its computer network and/or
Intranet upon receipt in a manner so that the information provided
via the
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Electronic Service will appear in the same form and content as it
appears on the form of delivery, and for any programming required
to accomplish the installation. Materials provided for Plan
Sponsor's intranet web sites shall be installed by the Sponsor and
shall be clearly identified as originating from Fidelity. The
Sponsor shall promptly remove Electronic Services from its
computer network and/or Intranet, or replace the Electronic
Service with an updated service provided by the Trustee, upon
written notification (including written notification via
facsimile) by the Trustee.
(c) Subject to the other terms of the Agreement, all
Electronic Services shall be provided to the Sponsor without any
express or implied legal warranties or acceptance of legal
liability by the Trustee relative to the use of material or
Electronic Services by the Sponsor. No rights are conveyed to any
property, intellectual or tangible, associated with the contents
of the Electronic Services and related material.
(d) To the extent that any Electronic Services utilize
Internet services to transport data or communications, the Trustee
will take, and Plan Sponsor agrees to follow, reasonable security
precautions; however, the Trustee disclaims any liability for
interception of any such data or communications. The Trustee shall
not be responsible for, and makes no warranties regarding access,
speed or availability of Internet or network services. The Trustee
shall not be responsible for any loss or damage related to or
resulting from any changes or modifications to the electronic
material after delivering it to the Plan Sponsor.
(2) Amending the "Other" Section of Schedule "A" to add the following:
- Rollover Processing. The Trustee shall process the
qualification of rollover contributions to the Trust. The
procedures for qualifying a rollover are directed by the
Sponsor and the Trustee shall accept or deny each rollover
based upon the Plan's written criteria and any written
guidelines provided by the Administrator and documented in the
Plan
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Administrative Manual, or, if none, as set forth below:
To process a rollover request the participant must obtain the
signature from the distributing plan, trustee or custodian, on
the designated form, certifying that the monies distributed
originally came from a qualified plan and have not been
commingled with any non-eligible money. If a signature cannot
be obtained a signed letter from the distributing plan,
trustee or custodian on its Company letterhead will also be
acceptable.
Requests that do not meet the specified criteria will be
returned to the participant with further an explanation as to
why the request cannot be processed. If the Sponsor or the
Trustee determine that a request is not a valid rollover, the
full amount of the requested rollover will be distributed to
the participant.
(3) Amending Schedule "B" by adding a new "Rollover Processing" item
as follows:
Rollover Processing: There shall be no fee charged
for this service.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this
Seventh Amendment to be executed by their duly authorized officers effective as
of the day and year first above written.
GENENTECH, INC. FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ XXXXXX X. XXXXXXX 8/13/99 By: /s/ XXXXXXX XXXXXX 8/27/99
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Date Vice President Date
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