ASSET PURCHASE AGREEMENT
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THIS AGREEMENT, dated as of March 24, 2002, by and among ADAPTEC, INC., a Delaware corporation ("Buyer"), and INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Seller wishes to sell certain assets used in the Seller's ServRAID development operations; and
WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, the Transferred Assets for the purchase price and subject to the terms and conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises set forth above and the respective covenants, agreements, representations and warranties hereinafter set forth, Buyer and Seller hereby agree as follows:
Definitions.
Certain Definitions. As used in this Agreement, the following terms shall have the meanings specified below:
"Affiliate" shall mean, as to any Person, any other Person or entity which is controlling, controlled by or under common control with such Person or entity.
"Allocation Statements" shall have the meaning set forth in Section 3.1.
"Xxxx of Sale" shall mean the Xxxx of Sale in the form set out in Exhibit B to be entered into by the Parties on the Closing Date.
"Burdensome Condition" shall mean any action taken, or credibly threatened, by or before any Governmental Authority or other Person to challenge the legality of the transactions contemplated by the Operative Agreements or that would otherwise deprive a Party of the material benefit of any such transaction, including (i) the pendency of an investigation by a Governmental Authority (formal or informal), (ii) the institution of any litigation, or threat thereof, (iii) an order by a Governmental Authority of competent jurisdiction preventing consummation of the transactions contemplated by the Operative Agreements or placing material conditions or limitations upon such consummation, or (iv) the issuance of any subpoena, civil investigative demand or other request for documents or information relating to such transactions that is unreasonably burdensome in the reasonable judgment of the applicable Person.
"Closing" shall have the meaning set forth in Section 2.1.
"Closing Date" shall have the meaning set forth in Section 2.1.
"Code" shall have the meaning set forth in Section 3.1.
"Confidentiality Agreement" shall mean that Confidentiality Disclosure Agreement 4997RL1263 and any applicable supplements thereto between Seller and Buyer.
"Date of Execution" shall mean the date this Agreement and the other Operative Agreements identified for signature on that date are signed.
"Disclosure Schedule" shall have the meaning set forth in Article VI hereto.
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"Employees" shall have the meaning set forth in Section 4.2.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"Escrow Agreement" shall have the meaning set forth in Section 4.1.
"Governmental Actions" shall mean any authorizations, consents, approvals, waivers, exceptions, variances, franchises, permissions, permits, and licenses of, and filings and declarations with, Governmental Authorities, including the expiration or termination of waiting periods imposed under the HSR Act.
"Governmental Authority" shall mean any applicable federal, state or local court, governmental or administrative agency or commission or other governmental agency, authority, instrumentality or regulatory body, domestic or foreign with jurisdiction over the matter.
"Governmental Rule" shall mean any applicable statute, law, treaty, rule, code, ordinance, regulation or order of any Governmental Authority or any judgment, decree, injunction, writ, order or like action of any federal, state or local court, arbitrator or other judicial tribunal of competent jurisdiction, domestic or foreign.
"HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.
"Intellectual Property Agreement" shall mean the agreement so entitled between the Buyer and Seller, entered into on the Date of Execution.
"Liabilities" shall mean debts, liabilities and obligations (whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown).
"Liens" shall mean pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever.
"Limitation Amount" shall have the meaning set forth in Section 9.2.
"Operative Agreements" shall mean this Agreement, the Xxxx of Sale, the Transition Services Agreement, the Supply Agreement, the Escrow Agreement, the Secondment Agreement, and the Intellectual Property Agreement.
"Parties" shall mean Buyer and Seller.
"Party" shall mean Buyer or Seller.
"Permitted Liens" shall mean: (i) Liens for Taxes, assessments and governmental charges due and being contested in good faith by Seller; (ii) any Liens upon any of the Transferred Assets, provided that the same are not of such a nature that would materially adversely affect the value of the Transferred Assets, taken as a whole; (iii) Liens for Taxes either not due and payable or due but for which notice of assessment has not been given, or which may thereafter be paid without penalty; (iv) undetermined or inchoate Liens, charges and privileges incidental to current operations or the ordinary course of business; any statutory Liens, charges, adverse claims, security interests or encumbrances of any nature whatsoever claimed or held by any Governmental Authority that have not at the time been filed or registered against title to the Transferred Assets or that relate to obligations that are not due or delinquent; (v) security given in the ordinary course of business to any public utility, Governmental Authority or to any statutory or public authority in connection with the Transferred Assets; and (vi) other imperfections of title or encumbrances, if any, which imperfections of title or other encumbrances do not materially impair the use of the assets to which they relate.
"Person" shall mean any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Authority or other entity, and shall include any successor (by merger or otherwise) of such entity.
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"Pre-Closing Tax Period" shall have the meaning set forth in Section 3.2.
"Purchase Price" shall have the meaning specified in Section 1.3.
"Regular Employees" shall have the meaning set forth in Section 4.2.
"Secondment Agreement" shall mean the agreement so entitled between Buyer and Seller, entered into on the Date of Execution.
"Service Credit" shall have the meaning set forth in Section 4.2.
"Subsidiary" of any Person shall mean a corporation, company, or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, limited liability company, joint venture or unincorporated association), but more than 50% of whose ownership interest representing the right to make decisions for such entity is, now or hereafter owned or controlled, directly or indirectly, by such Person, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.
"Supply Agreement" shall mean Base Agreement #4902RL0436 and Statement of Work #4902RL0436 between the Buyer and Seller, entered into on the Date of Execution.
"Tax" or "Taxes" shall have the meaning set forth in Section 3.5.
"Tax Returns" shall have the meaning set forth in Section 3.2
"Transferred Assets" shall mean such items of equipment as are listed on the sub-schedules to Schedule 1.1 to this Agreement.
"Transferred Employee" shall have the meaning set forth in Section 4.2.
"Transition Services Agreement" shall mean the agreement so entitled between Buyer and IBM entered into on the Date of Execution.
"Warrant Agreement" shall mean the agreement so entitled executed by Buyer on the Date of Execution.
Article I. Purchase and Sale of Assets.
1.1 Transferred Assets. Upon the terms and subject to the conditions hereof, as of the Closing Date, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all right, title and interest of Seller in and to the Transferred Assets listed on sub-schedules to Schedule 1.1 hereto free and clear of all Liens other than Permitted Liens. The Transferred Assets will be made available on the Closing Date, where then located.
1.2. Excluded Assets. Notwithstanding anything to the contrary in this Agreement, any assets not set forth on Schedule 1.1 will be retained by Seller and are excluded from the Transferred Assets (the "Excluded Assets"), including any interests of Seller in real property. All intellectual property matters are addressed exclusively in the Intellectual Property Agreement and no intellectual property matters are included in the subject matter of this Agreement, other than the shrink wrap software transferred to Buyer as set forth in Section 4.3.
1.3. Consideration. (a) The Purchase Price to be paid by Buyer to Seller for the Transferred Assets (the "Purchase Price") shall be Two Hundred Seventy Two Thousand Six Hundred Sixty Three Dollars ($272,663.00). In addition to the Purchase Price, the consideration to be paid by Buyer to Seller at Closing for the licenses set forth in the Intellectual Property Agreement shall be Twenty-Five Million Nine Hundred Seventy-Seven Thousand Three Hundred Thirty Seven Dollars ($25,977,337.00).
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Therefore, on the Closing Date and subject to Article VII, Buyer shall pay to Seller the aggregate amount set forth in this Section 1.3. by electronic funds transfer, such sum in immediately available funds in U.S. Dollars. The Purchase Price shall be paid to the following account:
Account Name: |
IBM Corporation Concentration Account |
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Bank: |
The Chase Manhattan Bank |
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Account Number: |
323213499 |
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ABA Routing Number: |
000000000 |
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SWIFT: |
XXXXXX00 |
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Bank Contact: |
Xx. Xxxxx Xxxxx-Xxxxx |
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Telephone Number: |
(000) 000-0000 |
The consideration payable pursuant to the Intellectual Property Agreement shall be paid by Buyer to the account specified in the Intellectual Property Agreement. In addition, to the foregoing, the Buyer shall execute and deliver to Seller the Warrant Agreement.
1.4. No Assumed Liabilities. The Parties acknowledge and agree that Buyer is not assuming any of Seller's Liabilities whether now existing or hereafter arising, including without limitation accounts payable, accrued expenses, and taxes that relate to the period prior to the Closing and all liabilities and obligations of Seller with respect to current or former employees, directors and independent contractors of Seller prior to the Closing Date.
Article II. Closing.
2.1. Closing Date. Subject to and upon satisfaction or waiver of the conditions set forth in Articles VII and VIII below, the closing of the transaction provided for in this Agreement (the "Closing") shall occur on March 25,2002, or in the event all of the conditions set forth in Articles VII and VIII below are not satisfied or waived on such date, the first date following March 25, 2002 on which such conditions have been satisfied or waived (the "Closing Date"). All transactions provided for herein to occur on and as of the Closing Date shall be deemed to have occurred simultaneously and to be effective as soon as the Parties have completed the Closing or as of the close of business on the Closing Date, whichever first occurs.
Article III. Tax Matters.
3.1. Allocation of Purchase Price. Buyer and Seller agree on a tax allocation of the Purchase Price, which will be set forth in statements (the "Allocation Statements") allocating the total of the Purchase Price (and other payments properly treated as additional Purchase Price for Tax purposes) to the different Transferred Assets pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (hereinafter, the "Code") based on the allocation of value set forth in Section 1.3. Buyer will provide a mutually agreeable Allocation Statement to Seller in accordance with the terms of this Section 3.1 within seven days of the Closing Date.
Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the Allocation Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the preparation and support of such Allocation Statements and form (including, but not limited to,
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appraisals) to the Seller within 30 days after finalizing of the Allocation Statements. The Buyer and the Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or Allocation Statements.
3.2. Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with Governmental Authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient's request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party.
For purposes of this Section 3.2, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.
3.3. Refunds and Credits. Any refunds and credits attributable to the Pre- Closing Tax Period shall be for the account of the Seller and any refunds and credits attributable to the period that is not part of the Pre-Closing Tax Period shall be for the account of the Buyer.
3.4. Transfer Taxes. All transfer, documentary, sales, use, registration, value- added, and any similar taxes and related fees (including interest, penalties and additions to tax) incurred in connection with this Agreement, the other Operative Agreements and the transactions contemplated hereby and thereby shall be borne by Buyer, in addition to the consideration provided for in Section 1.3. To the extent permitted by applicable law, Buyer and Seller shall cooperate with each other to obtain exemptions from such taxes, provided that neither party shall be obligated to seek any exemption that could reasonably be expected to result in any governmental audit of its books and records.
3.5. Tax Definitions. For purposes of this Agreement, "Tax" or "Taxes" shall mean all taxes, imposts, duties, withholdings, charges, fees, levies, or other assessments imposed by any governmental or taxing authority, whether domestic or foreign, (including but not limited to, income, excise, property, sales, use, transfer, conveyance, payroll or other employment related tax, license, registration, ad valorem, value added, withholding, social security, national insurance (or other similar contributions or payments), franchise, estimated severance, stamp taxes, taxes based upon or measured by capital stock, net worth or gross receipts and other taxes) together with all interest, fines, penalties and additions attributable to or imposed with respect to such amounts and any obligations under any agreement or arrangements with any Person with respect to such amounts.
Article IV Additional Agreements.
4.1. Escrow Agreement. The Parties shall enter an escrow agreement (the "Escrow Agreement"; and such arrangement, the "Escrow") in substantially the form of Exhibit A hereto (or another mutually agreeable escrow agreement) with DSI Technology Escrow Services (or another mutually agreeable third-party escrow holder) (the "Escrow Agent"), and shall use reasonable efforts to cause such Escrow Agent to enter into the Escrow Agreement, in each case, on or prior to 15 days following the Date of Execution (or such other mutually agreeable date).
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4.2. Employees and Employee Benefits. (a) Schedule 4.2(a)(1) contains a list of regular employees employed by Seller as of the date hereof in connection with the ServRAID operations (including active employees and employees who are on leave of absence or sick leave) (the "Regular Employees"). Buyer will make employment offers to all of the Regular Employees on or prior to Wednesday, March 27, 2002, and will keep such offers extended for a period of not less than seven days following such date (the "Initial Period"). Notwithstanding anything in subsection 4.2(e) to the contrary, Buyer shall be permitted to contact and interview Regular Employees for a period of one year from Closing for the purpose of making, and may make, offers of employment to such Regular Employees. Regular Employees who begin their employment with Buyer ("Transferred Employees") shall be employed by Buyer in accordance with the terms and conditions set forth in subsections 4.2(b), 4.2(c), and 4.2(d) below.
(b) Buyer agrees to make offers during the Initial Period to employ the Regular Employees in the same positions and at the same or higher salaries and substantially the same terms and conditions, including benefit plans, as those in effect immediately prior to Closing. In determining whether Buyer's offer of employment to Regular Employees includes compensation components that are substantially comparable in the aggregate to those provided by Seller prior to Closing, such determination shall take into consideration all stock options granted to the Regular Employees prior to the Closing and Buyer shall compensate the Regular Employees (in such manner as the Buyer deems appropriate, subject to applicable law) for any such equity grants that will be forfeited as a result of the transactions contemplated by this agreement. Seller has provided Buyer with a summary of all such stock options that are expected to be forfeited by Regular Employees. Prior periods of employment with the Seller (herein "Service Credit") will be considered as employment with the Buyer for employment purposes with the Buyer including the calculation of severance pay and vacation credit. Buyer has summarized its planned employment terms and benefit plans for the Regular Employees in Schedule 4.2.(a)(2). For one year from the Closing Date, Buyer will not change the severance pay practice described in Schedule 4.2.(a)(2) as applied to the Transferred Employees. Buyer agrees to use reasonable efforts to obtain a general release from such severed Transferred Employees that includes Seller and its Subsidiaries and Affiliates, as a condition of such severance pay. Nothing contained in this Agreement shall be construed to in any way limit or prevent Buyer from terminating any Transferred Employee at any time for cause or for reasons related to poor performance or conditions of employment. For purposes of this paragraph, "cause" shall mean the determinations of the applicable courts, under the applicable common law and statute, as "cause' in employment termination cases.
(c) For any Transferred Employees, Buyer shall be responsible as of the date of such Transferred Employee's first day of employment with Buyer ("First Employment Date") for all Liabilities, salaries, benefits and similar employer obligations for the period beginning on and following such First Employment Date. Upon separation from Seller during the Initial Period, Transferred Employees will be paid by Seller for vacation accrued, plus previously deferred vacation, less vacation taken.
(d) Buyer shall be responsible for Liabilities with respect to the termination of any Transferred Employees by Buyer on or after the First Employment Date for such Transferred Employee, including without limitation, health care continuation coverage with respect to plans established or maintained by Buyer after the Closing, and damages or settlements arising out of any claims of wrongful or illegal termination, and for complying with the requirements of all applicable laws with respect to any such termination.
(e) Buyer agrees that, except as set forth in subsection 4.2(a) above, for a period of one year from the Closing Date, it will not employ or solicit for employment, any employee of Seller (or any of its Subsidiaries) employed in Seller's Server Group or with whom Buyer had contact in connection with this transaction (so long as such person is employed by Seller or any of its Subsidiaries and for a period of six months thereafter); provided, however, that solicitation shall not include general employment
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advertising or the use of any independent employment agency or search firm not specifically directed to employees of Seller or any of its Subsidiaries.
(f) Seller shall be responsible for all Liabilities with respect to Seller's employment of the Regular Employees and the termination of employment of any such Regular Employees with Seller (including termination by Seller of any Transferred Employee becoming employed by Buyer as contemplated under this Agreement), including without limitation, health care continuation coverage under plans established or maintained by Seller, any Liabilities for accrued vacation, paid time off, sick leave or similar benefits attributable to periods of employment or service of Regular Employees with Seller, any Liabilities arising out of any claims of wrongful or illegal termination by Seller, and compliance with the requirements of all applicable laws with respect to any such termination, in each case, to the extent such Liabilities accrue prior to the applicable First Employment Date.
4.3. Shrink-Wrap Software. Seller shall transfer at Closing, to the extent it has the legal right to do so and subject to the applicable license agreements with the licensors, its royalty-free usage rights to the shrink-wrap personal computer software (also known as conditions-of-use software) being used in its ordinary course of business as of the Date of Execution on the personal computers that are Transferred Assets. Seller further agrees to transfer at Closing, to the extent it has the legal right to do so and subject to the applicable license agreements with the licensors, its royalty-free usage rights to all upgrades and updates to the shrink-wrap personal computer software that is in Seller's possession and being used on the personal computers that are Transferred Assets as of the Closing Date. If such software copyrights are owned by Seller, Seller's license terms and conditions continue to apply. However, no software rights are being transferred under this Agreement that relate to public domain software or freeware.
4.4. Further Action. Each of the Parties agrees to execute and deliver after the Closing Date such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable, in the opinion of both Parties' counsel, in order to consummate or implement expeditiously the transactions contemplated hereby.
Article V. Representations and Warranties of Buyer
Buyer hereby represents and warrants to Seller as follows:
5.1. Incorporation. Buyer is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business as now being conducted, and is duly qualified in each jurisdiction in which its ownership of property requires such qualification except where the failure to so qualify would not have a material adverse effect on Buyer.
5.2. Authority. (a) Buyer has the requisite corporate power and authority to execute and deliver each of the Operative Agreements and to perform its obligations under each of the foregoing. Each of the Operative Agreements has been duly and validly authorized, executed and delivered by Buyer and constitutes the valid and binding agreement of Buyer enforceable against Buyer in accordance with its respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors. No other corporate proceedings on the part of Buyer are necessary to authorize the Operative Agreements and the transactions contemplated by any of the foregoing.
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5.3. No Conflict. The execution and delivery by Buyer of each of the Operative Agreements does not, and the performance of its obligations thereunder, will not:
(a) conflict with, or result in a breach of, any of the provisions of its Certification of Incorporation or By-Laws;
(b) breach, violate or contravene any material Governmental Rule, or create any right of termination or acceleration or encumbrance, that, singly or in the aggregate, would have a material adverse effect on its authority or ability to perform any of its obligations under this Agreement or the other Operative Agreements; or
(c) conflict in any respect with, or result in a breach of or default under, any material contract, license, franchise, permit or any other agreement or instrument to which it or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of its or their properties may be affected or bound that, singly or in the aggregate, would have a material adverse effect on its authority or ability to perform its obligations under this Agreement or the other Operative Agreements.
5.4. Governmental Consents. Other than compliance with the HSR Act pre- notification requirements, if required, no material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of Buyer is required in connection with the execution or delivery by Buyer of this Agreement or the other Operative Agreements, or the consummation by Buyer of the transactions contemplated by any of the foregoing.
5.5. No Broker. Neither Buyer nor any of its Subsidiaries has engaged any corporation, firm or other Person who is entitled to any fee or commission as a finder or a broker in connection with the negotiation of this Agreement or the other Operative Agreements or the consummation of the transactions contemplated hereby and thereby, and Buyer shall be responsible for all liabilities and claims (including costs and expenses of defending against same) arising in connection with any claim by a finder or broker that it acted on behalf of Buyer or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby.
Article VI. Representations and Warranties of Seller
Except as set forth on the disclosure schedule delivered by the Seller to Buyer concurrently with the execution of this Agreement (the "Disclosure Schedule"), Seller hereby represents and warrants to Buyer as follows:
6.1. Incorporation. Seller is a duly incorporated and validly existing corporation in good standing under the laws of the State of New York, with all requisite corporate power and authority to own its properties and conduct its business, and is duly qualified in each jurisdiction in which its ownership of property requires such qualification except where the failure to so qualify would not have a material adverse effect upon the Transferred Assets.
6.2. Authority. Seller has the requisite corporate power and authority to execute and deliver the Operative Agreements and to perform its obligations under each of the foregoing. Each of the Operative Agreements has been duly and validly authorized, executed and delivered by Seller enforceable against Seller and constitutes the valid and binding agreement of Seller in accordance with its respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors. No other corporate proceedings on the part of Seller are necessary to authorize the Operative Agreements and the transactions contemplated by any of the foregoing.
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6.3. No Conflict. The execution and delivery by Seller of this Agreement and the other Operative Agreements does not, and the performance by Seller of its obligations thereunder will not:
(a) conflict with, or result in a breach of, any of the provisions of its Articles of Incorporation or By-Laws;
(b) breach, violate or contravene any material Governmental Rule, or any order, writ, judgment, injunction, decree, determination or award, or create any right of termination or acceleration or encumbrance, that, singly or in the aggregate, would have a material adverse effect on (i) its authority or ability to perform its obligations under the Operative Agreements; or (ii) the Transferred Assets; or
(c) conflict in any respect with or result in a breach of or violation of or default under any material contract, license, franchise, permit, mortgage, indenture or any other agreement or instrument applicable to Transferred Assets or that singly or in the aggregate, would have a material adverse effect on (i) its authority or ability to perform its obligations under the Operative Agreements; or (ii) the Transferred Assets (except for agreements and instruments that require the consent, waiver or approval of a third party for the transactions contemplated by this Agreement).
6.4. Governmental Consents. Other than compliance with the HSR pre- notification requirements, no material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of Seller is required in connection with the execution or delivery by Seller of the Operative Agreements or the consummation by Seller of the transactions contemplated by any of the foregoing.
6.5. No Broker. Seller has engaged no corporation, firm or other Person who is entitled to any fee or commission as a finder or a broker in connection with the negotiation of this Agreement or the other Operative Agreements or the consummation of the transactions contemplated hereby and thereby, and Seller shall be responsible for all liabilities and claims (including costs and expenses of defending against same) arising in connection with any claim by a finder or broker that it acted on behalf of Seller in connection with the transactions contemplated hereby.
6.6. Transferred Assets. Seller has good and marketable title to (or valid leasehold interests in) the Transferred Assets, free and clear of any Liens, other than Permitted Liens.
6.7. Litigation. There are no actions, suits, proceedings, arbitrations or investigations pending or, to Seller's knowledge, threatened in a writing to Seller against Seller with respect to or directly affecting the Transferred Assets, at law or in equity, including any administrative proceedings or condemnation actions with any Governmental Authority. The transfer of the Transferred Assets and the ability of Buyer to hire any Regular Employee contemplated hereunder does not violate any judgment, order, writ, injunction or decree of any Governmental Authority applicable to Seller.
6.8. No Rights In Others To Transferred Assets. Neither Seller nor any Subsidiary of Seller is party to any outstanding contracts or other arrangements giving any Person any present or future right to require Seller to transfer to any Person any ownership or possessory interest in, or to grant any lien on, any of the Transferred Assets, other than pursuant to this Agreement.
6.9 Licenses and Permits. Seller has all licenses and permits and other governmental authorizations and approvals which are material to the operation of the Transferred Assets and which are required for Seller's operation of the Transferred Assets, except where the failure to have such licenses and permits would not have a material adverse effect on Seller's ability to operate the Transferred Assets. Buyer must seek a regulatory or other permitted transfer of, or obtain through separate application for itself, any applicable licenses and permits, including environmental licenses and permits, which are required for Buyer's operation or ownership of the Transferred Assets.
6.10. Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE VI, SELLER MAKES NO REPRESENTATION OR
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WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE TRANSFERRED ASSETS, IT BEING SPECIFICALLY UNDERSTOOD BY BUYER THAT, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE VI, THE TRANSFERRED ASSETS AND ASSUMED LIABILITIES ARE BEING SOLD AND TRANSFERRED "AS IS" IN ALL RESPECTS. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF BUYER'S, WHETHER OR NOT SELLER HAS BEEN MADE AWARE OF ANY SUCH PURPOSE.
6.11 Tax Matters. Seller has timely filed within the time period for filing or any extension granted with respect thereto, all Tax returns which it is required to file relating or pertaining to any and all Taxes attributable to or levied upon the Transferred Assets with respect to the Pre-Closing Tax Period and has paid any and all Taxes it is required to pay in connection with the taxable period to which such Tax returns relate. There are (and as of immediately following the Closing there will be) no liens for Taxes on the Transferred Assets, other than Permitted Liens, and no action, proceeding or, to the knowledge of Seller, investigation has been instituted against Seller which would give rise to any such Lien, other than Permitted Liens. Seller has no knowledge of any claims asserted or threatened with respect to any Taxes. None of the Transferred Assets are treated as "tax-exempt use property" within the meaning of Section 168(b) of the Code.
Article VII. Conditions of Buyer's Obligations
The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or waiver by Buyer) of the conditions set forth below in this Article.
7.1. Representations and Warranties. The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as if made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time in which case such representations and warranties shall be true and correct in all material respects as of such earlier time. Seller shall have performed in all material respects its respective covenants and agreements contained in this Agreement and the other Operative Agreements required to be performed at or prior to the Closing.
7.2. Consents, Approvals, and Injunctions. (a) Seller shall have obtained all consents, approvals, orders, licenses, permits and authorizations of, and registrations, declarations and filings with, any Governmental Authority or any other Person required to be obtained or made by or with respect to Seller prior to Closing in connection with the execution and delivery of this Agreement and the other Operative Agreement.
(b) No injunction, order or decree of any Governmental Authority shall be in effect as of the Closing, and no lawsuit, claim, proceeding or investigation shall be pending or threatened by or before any Governmental Authority as of the Closing, which would restrain, prohibit or make unlawful the consummation of the transactions contemplated by the Operative Agreements or invalidate or suspend any provision of the Operative Agreements.
(c) No action or proceeding challenging the transactions or any provision of this Agreement or the other Operative Agreements shall be pending or threatened against any party.
7.3. Consents, etc.; Burdensome Conditions. (a) All Governmental Actions set forth on Schedule 7.3(a), if any, including the issuance or transfer of all permits or other consents of Governmental Authorities necessary for Seller to transfer the Transferred Assets shall (i) have been taken, given or obtained, (ii) be in full force and effect, and (iii) not be subject to any pending proceedings or appeals, administrative, judicial or otherwise (and the time for appeal shall have expired or, if an appeal shall have been taken, it shall have been dismissed).
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(b) All consents of any other Person listed on Schedule 7.3(b) necessary in order for Seller to transfer the Transferred Assets shall have been obtained and shall be in full force and effect.
(c) No Burdensome Condition shall exist with respect to Buyer in connection with the transactions contemplated by the Operative Agreements.
7.4. Governmental Rule. No Governmental Rule shall have been instituted, issued or proposed to restrain, enjoin or prevent the transfer of the Transferred Assets as contemplated hereby or to invalidate, suspend or require modification of any material provision of any Operative Agreement.
7.5. Operative Agreements. Seller shall have entered into each of the Operative Agreements to be executed by it (other than the Escrow Agreement) and each such Operative Agreement (other than the Escrow Agreement) shall be in full force and effect without breach thereunder by Seller.
7.6. Closing Documents. Seller shall have delivered to Buyer the following documents:
(a) a certificate, dated as of the Closing Date, to the effect that the representations and warranties of Seller in this Agreement are true and correct and that all covenants and agreements required to be performed by Seller prior to the Closing have been duly performed; and
(b) a certificate of the secretary or assistant secretary of Seller, dated the Closing Date, as to the continued existence of Seller, certifying the authorization of the execution, delivery and performance of the Operative Agreements.
Article VIII. Conditions to Seller's Obligations.
The obligations of Seller to consummate the transactions contemplated herein shall be subject to the satisfaction (or waiver by Seller) of the conditions set forth below in this Article.
8.1 Payment of Purchase Price. The payment of the Purchase Price shall have been paid in the manner specified in Section 1.3 and the payment of the consideration under the Intellectual Property Agreement shall have been paid in the manner specified in the Intellectual Property Agreement, in each case on March 25, 2002 (or such later date agreed to by Seller).
8.2. Representations and Warranties. The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as if made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time in which case such representations and warranties shall be true and correct in all material respects as of such earlier time. Buyer shall have performed in all material respects its respective covenants and agreements contained in this Agreement and the other Operative Agreements required to be performed at or prior to the Closing.
8.3. Consents, Approvals and Injunctions. (a) Buyer shall have obtained all consents, approvals, licenses, permits and authorizations of, and registrations, declarations and filings with, any Governmental Authority or any other Person required to be obtained or made by or with respect to Buyer prior to Closing in connection with the execution and delivery of this Agreement and the other Operative Agreements.
(b) No injunction, order or decree of any Governmental Authority shall be in effect as of the Closing, and no lawsuit, claim, proceeding or investigation shall be pending or threatened by or before any Governmental Authority as of the Closing, which would restrain, prohibit or make unlawful the transfer of the Transferred Assets or invalidate or suspend any provision of the Operative Agreements.
(c) No Burdensome Condition shall exist with respect to Seller in connection with the transactions contemplated by the Operative Agreements.
11
8.4. Operative Agreements. Buyer shall have entered into the Warrant Agreement and each of the Operative Agreements (other than the Escrow Agreement) to be executed by it and the Warrant Agreement and each such Operative Agreement shall be in full force and effect without breach thereunder by Buyer.
8.5. Injunctions, Orders. No injunction, order or decree of any Governmental Authority shall be in effect as of the Closing, and no lawsuit, claim, proceeding or investigation shall be pending by or before any Governmental Authority as of the Closing, which would restrain, prohibit or make unlawful the transfer of the Transferred Assets or invalidate or suspend any provision of any Operative Agreement.
8.6. Closing Documents. Buyer shall have delivered to Seller the following documents:
(a) a certificate of an authorized officer of Buyer, dated the Closing Date, to the effect that Buyer's representations and warranties in this Agreement are true and correct and that all covenants and agreements required to be performed by Buyer have been duly performed; and
(b) a certificate of the secretary or assistant secretary of Buyer, dated the Closing Date, as to the continued existence of Buyer, certifying the authorization of the execution, delivery and performance of the Operative Agreements and the corporate approvals of Buyer authorizing the actions to be taken by Buyer under the Operative Agreements.
Article IX. General Matters.
9.1. Survival of Representations and Warranties. All representations and warranties made by the Parties in this Agreement or in any schedule, document, certificate or other instrument delivered by or on behalf of the Parties pursuant to this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date; regardless of any investigation or disclosure made by or on behalf of the Parties. All covenants made by the Parties shall survive according to their respective terms.
9.2. Limitation of Liability. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall not be liable for any amounts with respect to the breach of a representation and warranty in this Agreement unless and until such amounts shall exceed in the aggregate $100,000 (the "Limitation Amount") (in which case Seller shall be liable with respect to the excess over the Limitation Amount). There shall be no Seller liability with respect to any such matter for individual amounts of less than $25,000 and such amounts shall not be taken into account in determining whether the Limitation Amount has been exceeded. In no event shall Seller's liability with respect to the breach of representations and warranties in this Agreement exceed the Purchase Price. Notwithstanding the foregoing, no such limitations shall be applicable with respect to Seller's obligation of ownership of the Transferred Assets. Neither Seller nor Buyer shall be responsible for any indirect, incidental, punitive, special or consequential damages whatsoever, including loss of profits or goodwill.
9.3. Public Announcements. The Confidentiality Agreement continues to apply, and the Operative Agreements and the proposed transaction is subject to and confidential under that Confidentiality Agreement. For six (6) months after the Closing Date, all public announcements relating to this Agreement or the transactions contemplated hereby shall be made only after consultation between the Parties, except for disclosures by either Party are required by law, rule or regulation. Any disclosures to customers in connection with commercial relationships shall not reveal the Purchase Price of this Agreement. Notwithstanding the foregoing, either Party shall have the right, in its sole discretion, to make such disclosures as it may deem necessary or advisable to any Governmental Authority. In the event of a breach or anticipatory breach of this Section 9.3. by either Party, the other Party shall be entitled, in addition to any and all other remedies available at law or in equity, to preliminary and permanent injunctive relief and specific performance without proving damages.
12
9.4. Costs. Each Party shall be responsible for the costs and expenses incurred by it in the negotiation, execution and delivery of the Operative Agreements and, except as otherwise provided elsewhere in such agreements, the consummation of the transactions contemplated hereby and thereby.
9.6 Due Diligence. Buyer has engaged in due diligence efforts prior to executing this Agreement. The sale of the Transferred Assets is based solely upon the results of that due diligence and there has been no reliance upon the representations or statements of Seller, other than as set forth in Article VI.
9.7 Bulk Sales. Compliance with bulk sales laws shall not be applicable to this Agreement.
9.8. Modification and Waiver. No modification or waiver of any provision of this Agreement and no consent by either Party to any departure therefrom shall be effective unless in a writing referencing the particular section of this Agreement to be modified or waived and signed by a duly authorized signatory of each Party, and the same will only then be effective for the period and on the conditions and for the specific instances and purposes specified in such writing.
9.9. Governing Law. This Agreement has been delivered at and shall be deemed to have been made in Westchester County, New York, and all matters arising from or relating in any manner to the subject matter of this Agreement shall be interpreted, and the rights and liabilities of the Parties determined, in accordance with the laws of the State of New York applicable to agreements executed, delivered and performed within such State, without regard to the principles of conflicts of laws thereof. As part of the consideration for value received, each of the Parties hereby consents to the exclusive jurisdiction of any state or federal court located within the county of Westchester in the State of New York with respect to all matters arising from or relating in any manner to the subject matter of this Agreement. With respect to all matters arising from or relating in any manner to the subject matter of this Agreement each of the Parties hereby: (i) waives trial by jury, (ii) waives any objection to New York venue of any action instituted hereunder, and (iii) consents to the granting of such legal or equitable relief as is deemed appropriate by any aforementioned court.
9.10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given and shall be effective (a) when delivered by messenger or courier, or
13
(b) five days after deposit for mailing by registered or certified mail, postage prepaid, return receipt requested, when also transmitted by telecopy as follows:
| (a) | if to Seller, to: | |||||
International Business Machines Corporation Xxx Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx 00000 |
||||||
Attention: |
Xxxxx Xxxxxxx Vice President, Corporate Development |
|||||
| Telecopy: | (000) 000-0000 | |||||
with a copy at the same address to: |
||||||
Attention: |
Xxxx X. Xxxxxx |
|||||
| Telecopy: | 000-000-0000 | |||||
(b) |
if to Buyer, to: |
|||||
Adaptec, Inc. 000 Xxxxx Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
||||||
Attention: Chief Financial Officer |
||||||
with a copy to: |
||||||
Adaptec, Inc. 000 Xxxxx Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
||||||
Attention: General Counsel |
||||||
or to such Person or address as either of the Parties shall hereafter designate to the other from time to time by similar written notice.
9.11. Assignment. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the successors and assigns of the Parties; provided, that a Party may not assign its rights hereunder without the written consent of the other Parties.
9.12. Counterparts. This Agreement may be executed by the Parties hereto in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
9.13. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such permitted successors and assigns, any legal or equitable rights hereunder.
9.13. Entire Agreement. This Agreement, together with the other Operative Agreements comprise the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and representations, oral or written, between Buyer and Seller relating hereto or thereto.
[SIGNATURE PAGE FOLLOWS]
14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized signatories as of the date and year first above written.
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By:
Name: Xxxxx X. Xxxxxxx
Title: Vice President, Corporate Development
ADAPTEC, INC.
By:
Name: Xxxxx Xxxxx
Title: Chief Financial Officer
(Signature Page to Asset Purchase Agreement)
15
Exhibits to Asset Purchase Agreement
| Exhibit A: | Escrow Agreement | |
Exhibit B: |
Xxxx of Sale |
16
Exhibit A
[ATTACH ESCROW AGREEMENT]
17
Exhibit B
Xxxx of Sale
| Xxxx of Sale and Assignment (this "Xxxx of Sale") dated as of March , 2002, made by and between International Business Machines Corporation, a New York corporation ("Seller"), and Adaptec, Inc., a Delaware corporation, ("Buyer"). |
Buyer and Seller have entered into an Asset Purchase Agreement dated as of March [ ], 2002 (the "Asset Purchase Agreement"), for the sale and assignment by Seller to Buyer of certain assets as described in the Asset Purchase Agreement. All capitalized terms not otherwise defined herein shall have the respective meanings provided in the Asset Purchase Agreement.
NOW THEREFORE, for good and valuable consideration (including the payment by Buyer of the Purchase Price for the Transferred Assets), the adequacy and receipt of which is hereby acknowledged:
1. Pursuant to the terms and conditions of the Asset Purchase Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, Seller does hereby sell, assign, transfer, convey and deliver (collectively, "sell") to Buyer the Transferred Assets (as defined in the Asset Purchase Agreement), free and clear of all Liens except as expressly provided herein or in the Asset Purchase Agreement.
2. This Xxxx of Sale shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State and nothing herein shall be deemed to modify the Asset Purchase Agreement or affect the rights of the Parties thereto. In the event of a conflict between this Xxxx of Sale and the Asset Purchase Agreement, the Asset Purchase Agreement shall control. This Xxxx of Sale may be executed in counterparts.
3. In the event any one or more of the provisions contained in this Xxxx of Sale should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
4. This Xxxx of Sale is executed pursuant to the Asset Purchase Agreement and is entitled to the benefits and subject to the provisions thereof and shall bind and inure to the benefit of the parties and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Xxxx of Sale to be duly executed as of the day and year first above written.
| ADAPTEC, INC. | INTERNATIONAL BUSINESS MACHINES CORPORATION |
|||||
By: |
By |
|||||
Name: |
Xxxxx Xxxxx |
Name: |
Xxxxx X. Xxxxxxx |
|||
Title: |
Chief Financial Officer |
Title: |
Vice President, Corporate Development |
|||
18
Schedule of Disclosure and Exceptions
to the Asset Purchase Agreement
by and among Adaptec, Inc. and
International Business Machines Corporation
This is the Schedule of Disclosure and Exceptions (including the Schedules, Sub- schedules, and Exhibits hereto, the "Disclosure Schedule") being provided in conjunction with the Asset Purchase Agreement dated as of March [ ], 2002 by and among Buyer and Seller (the "Agreement"), to which this Disclosure Schedule is attached. Unless otherwise indicated, all capitalized terms used in this Disclosure Schedule shall have the meaning provided in the above referenced Agreement.
Any disclosures made under the headings of one section of this Disclosure Schedule shall be deemed to be disclosed in any other section of the Disclosure Schedule to which such information is relevant to the information intended to be disclosed in such other section. Nothing in this Disclosure Schedule shall constitute an admission of any liability or obligation of the Seller to any third party nor an admission against the Seller's interest.
[Detailed disclosures, exceptions, schedules, sub-schedules and any associated exhibits to this Schedule to be attached here prior to signing.]
19
Schedules to the Purchase Agreement
Disclosure Schedule
Schedule 1.1. Transferred Assets Listing
| |
|
|
|---|---|---|
Schedule 4.2.a.l. |
Listing of Regular Employees |
|
Schedule 4.2.a.2. |
Buyer Summary of Employee Terms and Benefits |
|
Schedule 7.3(a) |
Governmental Consents |
|
Schedule 7.3(b) |
Consents |
20
| Adaptec Asset Purchase Agreement Schedule 1.1 |
||||||||||||
| Transferred Assets | ||||||||||||
6G3A |
251571 |
MESL |
Equip |
576859B |
27939.00 |
1.00 |
||||||
| 6G3A | 251571 | MESL | Equip | 576989B | 7633.94 | 1591.00 | ||||||
| 6G3A | 251571 | MESL | Equip | 576990B | 7633.94 | 1591.00 | ||||||
| 6G3A | 251571 | MGSE | Equip | 424289B | 39512.50 | 1.00 | ||||||
| 6G3A | 251571 | MGSE | Equip | 656849B | 20382.95 | 1.00 | ||||||
| 6G3A | 251571 | MGSE | Equip | 657234B | 24699.27 | 1.00 | ||||||
| 6G3A | 251571 | MGSE | Equip | 657428B | 26819.27 | 1.00 | ||||||
| 6G3A | 251571 | MGSE | Equip | 658042B | 55981.93 | 1.00 | ||||||
| 6G3A | 251571 | OEM1 | Equip | 576652B | 8074.95 | 2019.00 | ||||||
| 6G3A | 251571 | OEM1 | Equip | 576823B | 7019.50 | 1755.00 | ||||||
| 6G3A | 251571 | OEM1 | Equip | 576824B | 7019.50 | 1755.00 | ||||||
| 6G3A | 251571 | OEM1 | Equip | 576825B | 7019.50 | 1755.00 | ||||||
| 6G3A | 251571 | OEM1 | Equip | 658040B | 6925.75 | 1.00 | ||||||
| 6G3A | 251571 | OEM1 | Equip | 768999B | 3815.94 | 1.00 | ||||||
| 6G3A | 251571 | OEM3 | Equip | 573943B | 8084.62 | 1.00 | ||||||
| 6G3A | 251571 | OEM3 | Equip | 576217B | 12720.00 | 2544.00 | ||||||
| 6G3A | 251571 | OEM3 | Equip | 576321B | 14134.95 | 5182.00 | ||||||
| 6G3A | 251571 | OEM3 | Equip | 576322B | 17750.75 | 6804.00 | ||||||
| 6G3A | 251571 | 2620 | TP 360 | 78DCW46 | 2190.13 | 1.00 | ||||||
| 6G3A | 251571 | 2626 | TP 390X | AADWXML | 1932.02 | 377.00 | ||||||
| 6G3A | 251571 | 2626 | TP 390X | AADWXM1 | 1932.02 | 377.00 | ||||||
| 6G3A | 251571 | 2626 | TP 390X | AF102YF | 2088.16 | 1.00 | ||||||
| 6G3A | 251571 | 2645 | TP 600X | 78XRBH6 | 1908.66 | 583.00 | ||||||
| 6G3A | 251571 | 2645 | TP 600X | 78XRCY5 | 1908.66 | 583.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23A2818 | 1448.98 | 386.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23A2820 | 1448.98 | 386.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23A2944 | 1448.98 | 386.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0213 | 1289.15 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0223 | 1289.15 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0224 | 1289.15 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0225 | 1289.14 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0228 | 1289.14 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0232 | 1289.14 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0233 | 1289.14 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0266 | 1289.14 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0268 | 1289.14 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B0271 | 1289.14 | 322.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B4699 | 1441.41 | 625.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B5008 | 1441.41 | 625.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B5075 | 1441.41 | 625.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B5575 | 1441.41 | 625.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B6119 | 1441.41 | 625.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8635 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8636 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8637 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8673 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8676 | 1660.57 | 779.00 | ||||||
21
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8680 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8693 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8697 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8700 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8702 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8704 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8706 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8735 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8740 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23B8752 | 1660.57 | 779.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23C1973 | 1441.76 | 722.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23C5298 | 1285.62 | 750.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23C5309 | 1285.62 | 750.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23C5426 | 1285.62 | 750.00 | ||||||
| 6G3A | 251571 | 3520 | HDD Enclosure | 23C5611 | 1249.68 | 750.00 | ||||||
| 6G3A | 251571 | 3531 | HDD Enclosure | 6816538 | 1621.57 | 1460.00 | ||||||
| 6G3A | 251571 | 3531 | HDD Enclosure | 6816547 | 1621.57 | 1460.00 | ||||||
| 6G3A | 251571 | 3531 | HDD Enclosure | 6816661 | 1621.57 | 1460.00 | ||||||
| 6G3A | 251571 | 3531 | HDD Enclosure | 6818568 | 1846.75 | 1693.00 | ||||||
| 6G3A | 251571 | 3531 | HDD Enclosure | 6818570 | 1846.75 | 1693.00 | ||||||
| 6G3A | 251571 | 3531 | HDD Enclosure | 6818572 | 1846.75 | 1693.00 | ||||||
| 6G3A | 251571 | 3552 | FC RAID | 23A0042 | 20215.15 | 11118.00 | ||||||
| 6G3A | 251571 | 3560 | FC RAID | 23A0189 | 2700.49 | 1485.00 | ||||||
| 6G3A | 251571 | 3560 | FC RAID | 23A0195 | 2700.49 | 1485.00 | ||||||
| 6G3A | 251571 | 3560 | FC RAID | 23A0218 | 2583.08 | 1421.00 | ||||||
| 6G3A | 251571 | 6561 | PC 300GL | 78AXFRW | 787.27 | 1.00 | ||||||
| 6G3A | 251571 | 6591 | PC 300GL | 23AF357 | 798.60 | 1.00 | ||||||
| 6G3A | 251571 | 6591 | PC 300GL | 23AF474 | 798.60 | 1.00 | ||||||
| 6G3A | 251571 | 6591 | PC 300GL | 23AF669 | 798.60 | 1.00 | ||||||
| 6G3A | 251571 | 6591 | PC 300GL | 23AG059 | 798.60 | 1.00 | ||||||
| 6G3A | 251571 | 6591 | PC 300GL | 23AG075 | 798.60 | 1.00 | ||||||
| 6G3A | 251571 | 6836 | IS EPro | 23B5000 | 1195.08 | 568.00 | ||||||
| 6G3A | 251571 | 6846 | IS EPro | 23C5001 | 1194.15 | 568.00 | ||||||
| 6G3A | 251571 | 6846 | IS EPro | 23D5019 | 1804.76 | 858.00 | ||||||
| 6G3A | 251571 | 6850 | IS MPro | 23B5074 | 2149.71 | 1553.00 | ||||||
| 6G3A | 251571 | 6865 | IS ZPro | 23WW168 | 5094.19 | 1.00 | ||||||
| 6G3A | 251571 | 6868 | IS Mpro | 23W2211 | 2169.38 | 925.00 | ||||||
| 6G3A | 251571 | 6868 | IS Mpro | 23W2212 | 2169.38 | 925.00 | ||||||
| 6G3A | 251571 | 6877 | PC 730 | 78R5122 | 1274.18 | 1.00 | ||||||
| 6G3A | 251571 | 6877 | PC 730 | 78R5138 | 1274.18 | 1.00 | ||||||
| 6G3A | 251571 | 6877 | PC 730 | 78R5785 | 1274.18 | 1.00 | ||||||
| 6G3A | 251571 | 6877 | PC 730 | 78R5888 | 1274.18 | 1.00 | ||||||
| 6G3A | 251571 | 6877 | PC 730 | 78R6283 | 1274.18 | 1.00 | ||||||
| 6G3A | 251571 | 6877 | PC 730 | 78R6318 | 1274.18 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 23AADFG | 1345.16 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 23AADKV | 1345.16 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 23AAFAA | 1345.16 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 23AAFHD | 1345.16 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 230A554 | 1246.24 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 230A663 | 1246.24 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 230A756 | 1246.24 | 1.00 |
22
| 6G3A | 251571 | 6887 | PC 750 | 230A808 | 1246.24 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 230B517 | 1246.24 | 1.00 | ||||||
| 6G3A | 251571 | 6887 | PC 750 | 23843HA | 64.85 | 1.00 | ||||||
| 6G3A | 251571 | 6888 | IS Mpro | 23VA892 | 2394.33 | 1.00 | ||||||
| 6G3A | 251571 | 6888 | IS Mpro | 23VC059 | 2289.50 | 1.00 | ||||||
| 6G3A | 251571 | 6889 | IS Mpro | 23A0501 | 1463.00 | 1.00 | ||||||
| 6G3A | 251571 | 6889 | IS Mpro | 23A1677 | 2056.52 | 1.00 | ||||||
| 6G3A | 251571 | 6889 | IS Mpro | 23H1642 | 3428.94 | 1.00 | ||||||
| 6G3A | 251571 | 6893 | IS Epro | 23FPMFH | 1906.80 | 1.00 | ||||||
| 6G3A | 251571 | 6893 | IS Epro | 23GG035 | 1613.79 | 1.00 | ||||||
| 6G3A | 251571 | 6893 | IS Epro | 23GG042 | 1925.74 | 1.00 | ||||||
| 6G3A | 251571 | 6893 | IS Epro | 23GG096 | 1925.75 | 1.00 | ||||||
| 6G3A | 251571 | 6893 | IS Epro | 23TXD44 | 1339.37 | 1.00 | ||||||
| 6G3A | 251571 | 6898 | IS Mpro | 23W0070 | 2958.45 | 1.00 | ||||||
| 6G3A | 251571 | 6898 | IS Mpro | 23W0135 | 1979.81 | 1.00 | ||||||
| 6G3A | 251571 | 7013 | RS6K | 2629649 | 17042.36 | 1.00 | ||||||
| 6G3A | 251571 | 7013 | RS6K | 2650792 | 23516.05 | 1.00 | ||||||
| 6G3A | 251571 | 7249 | RS6K | DVT0008 | 11215.81 | 1.00 | ||||||
| 6G3A | 251571 | 7249 | RS6K | DVT0010 | 11215.81 | 1.00 | ||||||
| 6G3A | 251571 | 7249 | RS6K | DVT0041 | 11215.82 | 1.00 | ||||||
| 6G3A | 251571 | 7249 | RS6K | DVT0071 | 11215.82 | 1.00 | ||||||
| 6G3A | 251571 | 8476 | NF 3000 | 23BLG47 | 984.07 | 590.00 | ||||||
| 6G3A | 251571 | 8476 | NF 3000 | 23BLN43 | 1079.02 | 666.00 | ||||||
| 6G3A | 251571 | 8476 | NF 3000 | 23M1219 | 1452.99 | 266.00 | ||||||
| 6G3A | 251571 | 8478 | xS 200 | 23C5012 | 817.84 | 545.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23AB628 | 2047.93 | 205.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23GY024 | 2330.07 | 583.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23HG308 | 1952.75 | 488.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23HG644 | 1952.75 | 488.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23HH874 | 1952.75 | 488.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23TR632 | 1974.25 | 394.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23TX901 | 1974.25 | 394.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23TX914 | 1974.25 | 394.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23TY026 | 1974.25 | 394.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23VD503 | 2046.79 | 717.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23VF530 | 2046.79 | 717.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23Z0791 | 2863.51 | 1.00 | ||||||
| 6G3A | 251571 | 8639 | Server 325 | 23Z0881 | 2863.52 | 1.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23AAK93 | 2507.51 | 627.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23AAK96 | 2507.51 | 627.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23AAL26 | 2507.51 | 627.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23AAL67 | 2507.51 | 627.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23C0016 | 3724.62 | 1.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23F2795 | 5504.12 | 1.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23NV430 | 2708.78 | 90.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23NV474 | 2708.78 | 90.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23NV499 | 2708.78 | 90.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23NV514 | 2708.79 | 90.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23ZC749 | 2496.63 | 457.00 | ||||||
| 6G3A | 251571 | 8640 | Server 330 | 23ZR575 | 2495.61 | 498.00 | ||||||
| 6G3A | 251571 | 8644 | NF 3500 | 23DD180 | 2683.14 | 447.00 |
23
| 6G3A | 251571 | 8651 | NF 7000 | 23A1384 | 8046.16 | 1610.00 | ||||||
| 6G3A | 251571 | 8651 | NF 7000 | 23A1412 | 8046.16 | 1610.00 | ||||||
| 6G3A | 251571 | 8654 | Internet Appliance | 23C0062 | 4472.66 | 2995.00 | ||||||
| 6G3A | 251571 | 8654 | Internet Appliance | 23C0078 | 4472.66 | 2995.00 | ||||||
| 6G3A | 251571 | 8655 | NF 3500 M10 | 23D0811 | 1682.99 | 982.00 | ||||||
| 6G3A | 251571 | 8656 | Internet Appliance | 23A0056 | 6128.20 | 3473.00 | ||||||
| 6G3A | 251571 | 8656 | Internet Appliance | 23A0069 | 4251.48 | 2409.00 | ||||||
| 6G3A | 251571 | 8656 | Internet Appliance | 23B0191 | 3382.65 | 2650.00 | ||||||
| 6G3A | 251571 | 8656 | Internet Appliance | 23B0219 | 3382.65 | 2650.00 | ||||||
| 6G3A | 251571 | 8657 | NF3500 M20 | 23W4018 | 4472.24 | 2683.00 | ||||||
| 6G3A | 251571 | 8657 | NF3500 M20 | 23W4092 | 4038.14 | 2423.00 | ||||||
| 6G3A | 251571 | 8658 | xS 230 | 23C0054 | 3182.82 | 1857.00 | ||||||
| 6G3A | 251571 | 8658 | xS 230 | 23F5049 | 4735.76 | 2683.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23A1860 | 1517.79 | 531.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23A1954 | 1517.79 | 531.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23A5322 | 1322.56 | 662.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23A5333 | 1322.56 | 662.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23B6431 | 1340.39 | 648.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23B6443 | 1340.39 | 648.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23B6469 | 1340.39 | 648.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23B6490 | 1543.83 | 721.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23B6604 | 1485.17 | 694.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23K1650 | 1836.48 | 643.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23K3829 | 1761.67 | 705.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23K3909 | 1831.74 | 733.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23L7370 | 1887.29 | 723.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23L8005 | 1881.48 | 753.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23L8025 | 1881.48 | 753.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23L8026 | 1881.48 | 753.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23Z8771 | 1448.73 | 700.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23Z8775 | 1604.60 | 752.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23Z8777 | 1448.73 | 700.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23Z8781 | 1448.73 | 700.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23Z8782 | 1448.73 | 700.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 23Z8784 | 1604.60 | 752.00 | ||||||
| 6G3A | 251571 | 8659 | NF 5000 | 553747V | 1682.12 | 505.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23A0153 | 3325.69 | 666.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23A0154 | 3325.69 | 666.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23A0160 | 3325.69 | 666.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23A0165 | 3325.70 | 666.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23C5507 | 3306.54 | 883.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23C5568 | 3306.54 | 883.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23D6032 | 3216.83 | 1125.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23D6191 | 3216.83 | 1125.00 | ||||||
| 6G3A | 251571 | 8660 | NF 5500 | 23K8345 | 2772.08 | 878.00 |
24
| 6G3A | 251571 | 8660 | NF 5500 | 23L4439 | 3832.01 | 1404.00 | ||||||
| 6G3A | 251571 | 8661 | NF 5500 M10 | 550584T | 7617.36 | 2158.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 23A5333 | 2010.48 | 1206.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 23A5336 | 2010.48 | 1206.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 23A5400 | 2010.48 | 1206.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 23B0567 | 2301.63 | 1324.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 23B0568 | 2301.63 | 1324.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 23B0581 | 2301.63 | 1324.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 550013H | 2258.67 | 1091.00 | ||||||
| 6G3A | 251571 | 8664 | xS 240 | 550013L | 2258.67 | 1091.00 | ||||||
| 6G3A | 251571 | 8666 | NF 7100 | 23A0018 | 7086.63 | 4135.00 | ||||||
| 6G3A | 251571 | 8666 | NF 7100 | 23A0079 | 6711.71 | 3915.00 | ||||||
| 6G3A | 251571 | 8668 | xS 232 | 23C0055 | 1179.54 | 983.00 | ||||||
| 6G3A | 251571 | 8669 | xS 342 | 23A1044 | 1330.31 | 1086.00 | ||||||
| 6G3A | 251571 | 8669 | xS 342 | 23B1525 | 1396.87 | 1141.00 | ||||||
| 6G3A | 251571 | 8674 | xS 330 | 23A0030 | 1550.73 | 1266.00 | ||||||
| 6G3A | 251571 | 8675 | xS 330 | 23A0028 | 1789.67 | 1641.00 | ||||||
| 6G3A | 251571 | 8675 | xS 330 | 23A0545 | 914.85 | 838.00 | ||||||
| 6G3A | 251571 | 8680 | NF 7000 M10 | 23D5317 | 5709.47 | 2189.00 | ||||||
| 6G3A | 251571 | 8680 | NF 7000 M10 | 23T3526 | 4808.79 | 2164.00 | ||||||
| 6G3A | 251571 | 8680 | NF 7000 M10 | 23T4841 | 5926.25 | 3163.00 | ||||||
| 6G3A | 251571 | 8680 | NF 7000 M10 | 23T4850 | 5926.25 | 3163.00 | ||||||
| 6G3A | 251571 | 8680 | NF 7000 M10 | 23T9344 | 6446.47 | 3760.00 | ||||||
| 6G3A | 251571 | 8681 | xS 370 | 23A5133 | 11927.01 | 5964.00 | ||||||
| 6G3A | 251571 | 8681 | xS 370 | 23A5156 | 11927.02 | 5964.00 | ||||||
| 6G3A | 251571 | 8681 | xS 370 | 23A5570 | 13022.22 | 7597.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5087 | 7070.71 | 4124.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5166 | 2599.15 | 1689.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5169 | 2703.54 | 1816.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5481 | 2288.88 | 1793.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5486 | 2599.15 | 1689.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5497 | 2599.15 | 1689.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5498 | 2208.05 | 1767.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23B5509 | 7114.84 | 4150.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23F7546 | 4622.98 | 4161.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23F7613 | 4622.98 | 4161.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23F7616 | 4622.98 | 4161.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23F7617 | 4622.98 | 4161.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23F7631 | 4622.98 | 4161.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 23F7699 | 4622.98 | 4161.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 78M3670 | 3647.20 | 3407.00 | ||||||
| 6G3A | 251571 | 8682 | xS 350 | 78M3678 | 3647.20 | 3407.00 | ||||||
| 6G3A | 251571 | 8684 | HDD Enclosure | 23A0039 | 294.49 | 285.00 | ||||||
| 6G3A | 251571 | 8684 | HDD Enclosure | 23A0056 | 294.49 | 285.00 | ||||||
| 6G3A | 251571 | 8686 | xS 360 | 23D1111 | 3001.85 | 2701.00 | ||||||
| 6G3A | 251571 | 8686 | xS 360 | 23D1118 | 2877.73 | 2589.00 | ||||||
| 6G3A | 251571 | 9308 | HDD Enclosure | 23A0386 | 1162.94 | 678.00 | ||||||
| 6G3A | 251571 | 9308 | HDD Enclosure | 23A0669 | 2526.10 | 1558.00 | ||||||
| 6G3A | 251571 | 9308 | HDD Enclosure | 23A0673 | 2526.10 | 1558.00 | ||||||
| 6G3A | 251571 | 9308 | HDD Enclosure | 23A0674 | 2303.58 | 1459.00 | ||||||
| 6G3A | 251571 | 9308 | HDD Enclosure | 23B6283 | 1496.97 | 1347.00 |
25
| 6G3A | 251571 | 9308 | HDD Enclosure | 23B6285 | 1496.97 | 1347.00 | ||||||
| 6G3A | 251571 | 9545 | TP 750 | 2328Y6C | 3578.73 | 1.00 | ||||||
| 6G3A | 251571 | 9545 | TP 750 | 97AH3HG | 3950.35 | 1.00 | ||||||
| 6G3A | 251571 | 9546 | TP 765D | 78BFRY7 | 2962.37 | 1.00 | ||||||
| 6G3A | 251571 | 9546 | TP 765D | 78BFTD7 | 2962.37 | 1.00 | ||||||
| 6G3A | 251571 | 9546 | TP 765D | 78BFVN1 | 2962.37 | 1.00 | ||||||
| 6G3A | 251571 | 9546 | TP 765D | 78XBC25 | 3023.62 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CCGL4 | 2013.44 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CDAF0 | 2893.17 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CDAT2 | 2893.17 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CDAX8 | 2893.17 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CDCY7 | 2893.17 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CDDC5 | 2893.17 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CDDR0 | 2893.17 | 1.00 | ||||||
| 6G3A | 251571 | 9547 | TP 765L | 78CFXZ8 | 2893.17 | 1.00 | ||||||
| 6G3A | 251571 | 9549 | TP 770Z | 78X7416 | 2696.26 | 1.00 |
KEY
IS = Intellistation
TP = Thinkpad
Server = PC Server Brand
NF = Netfinity Brand
xS = xSeries Brand
PC = PCCO desktop
26
Schedule 4.2. (a)(1) Listing of Regular Employees
Raleigh, NC
| Number |
Name |
Dept |
Div |
|||
|---|---|---|---|---|---|---|
| 1 | XXXXX, XXXXXX | 6G3A | 7T | |||
| 2 | XXXXXX, XXXXXX | 6G3A | 7T | |||
| 3 | XXXX, XXXXXXX | 6G3A | 7T | |||
| 4 | XXXXXXXX, XXXXXXX | 6G3A | 7T | |||
| 5 | XXXXXX, XXXXXX B | 6G3A | 7T | |||
| 6 | XXXXXXXXXXXXX, XXXXXX | 6G3A | 7T | |||
| 7 | XXX, XXXXXXX | 6G3A | 7T | |||
| 8 | XXX, XXXXXX | 6G3A | 7T | |||
| 9 | PELATTlNI, XXXXXX | 6G3A | 7T | |||
| 10 | XXXXXXXX, XXXX | 6G3A | 7T | |||
| 11 | XXXXXXXXXX, XXXXXX | 6G3A | 7T | |||
| 12 | XXXXXXX, XXXXXXX G | 6G3A | 7T | |||
| 13 | XXXXXX, XXXXXX | 6G3A | 7T | |||
| 14 | XXXXXX, XXXXXXX | E8ZA | 7T | |||
| 15 | XXXXXX, XXXXXX L | E8ZA | 7T | |||
| 16 | XXXXXXX, XXXXX | E8ZA | 7T | |||
| 17 | XXXXXX, XXXX A | E8ZA | 7T | |||
| 18 | XXXXXX, XXXXXXX | X0XX | 0X | |||
| 00 | XXXXXXXXXX,XXXXXXX | X0XX | 7T | |||
| 00 | XXXXXXXX, XXXXXX | X0XX | 0X | |||
| 21 | XXXXXX, XXXXXXX | E8ZA | 7T | |||
| 22 | XXXXXX, XXXXXX X | X0XX | 0X | |||
| 00 | XXXXX, XXXXXX P | E8ZA | 7T | |||
| 24 | XX, XXXXXXX X | X0XX | 0X | |||
| 00 | XXXXXX, XXXX | X0XX | 7T | |||
| 26 | XXXXXX, XXXXX | E8ZA | 7T | |||
| 27 | XXXXXXX, JR XXXX F | PGCA | 7T | |||
| 28 | XXXXX, XXXXXXX K | PGCA | 7T | |||
| 28 | Total Regular IBM Employees | |||||
27
Schedule 4.2. (a) (2)
SUMMARY OF 2002 BENEFITS—IBM and Adaptec
This is a comparison of the benefit programs currently in place at IBM and Adaptec. It is not intended to be an exhaustive list, but rather a summary of most of the benefits available at both companies. If there is any difference between the information contained in this comparison and the official plan documents and policies, the official documents/policies will govern. (February 11, 2002)
| PLAN TYPES |
IBM |
Adaptec |
Comments |
|||
|---|---|---|---|---|---|---|
| INSURANCE BENEFITS |
||||||
PPO MEDICAL COVERAGE |
United Healthcare IBM select Office visits PPO—$15 copay Non-PPO—$300 deductible, then Plan pays 70% In network hospitalization 90% covered Out of pocket maximum $2,500/$5,000 Prescriptions: Generic 20% up to $25 Brand 20% up to $50 Home delivery Generic 20% up to $25 Brand 45% up to $100 Lifetime max in network unlimited, out of network 1 mil |
United Healthcare Gold PPO Office visits: PPO—$5 copay Non-PPO—$100 deductible, then Plan pays 80% In network hospitalization 100% covered Out of pocket maximum $1,100/$2,300 Prescriptions: Generic $10, Brand $20 Home delivery, 90 day supply Generic $20, Brand $40 Lifetime max 2 mil United Healthcare Silver PPO Office visits: PPO—$10 copay Non-PPO—$200 deductible, then 70% Prescriptions: Generic $10 copay, Brand $20 copay |
Adaptec provides company credits (dollars) to use toward cost of benefits. Employee cost for Gold Plan ranges from about $15 per paycheck ($32.50 mo.) for employee only coverage to $59.21 per paycheck ($128.29 per month) for family coverage. This includes the cost of vision coverage. Employee contributions are taken on a pretax basis for both employers IBM monthly contribution for medical only is $32 for employee only and $103 for family Adding vision, monthly is $40 for employee only and $129 for family |
|||
VISION |
Vision Service Plan Exam: no cost Materials: $25 copay Optional items cost more. |
Coverage is included if enrolled in an Adaptec medical plan. IBM charges $8, $17 and $26 |
28
DENTAL COVERAGE |
IBM Dental Plus Deductible applies to Basic, Major, Ortho: $50/person $150/family Preventive 100% Basic 80% (90%PPO) Major 50% (60%PPO) Ortho 50% (60%PPO) (Children only) |
Delta Dental Gold Plan (PPO) Deductible applies to Basic, Major, Ortho: $50/person $150/family Preventive 100% Basic 80% (90%PPO) Major 50% (60%PPO) Ortho 50% (60%PPO) (Children only) Delta Dental Bronze Plan Preventive 100% No other coverage $1500 max./yr.—both plans |
Adaptec provides company credits to use toward cost of benefits. Employee cost for Gold Plan ranges from zero cost per paycheck for employee only coverage to $6.05 per paycheck ($13.11 per month) for family coverage. IBM Dental Basic is similar to the Adaptec Bronze plan IBM Dental Plus rates per month are $8 for employee only and $26 for family |
|||
TERM LIFE INSURANCE |
2x annual salary company paid |
2x annual salary (credits provided to pay the cost) Additional coverage available up to 5x salary or $750K (paid by employee). |
||||
ACCIDENTAL DEATH & DISMEMBERMENT |
2x annual salary company paid |
2x annual salary (credits provided to pay the cost) Additional coverage available up to 5x annual earnings or $750K (paid by employee) |
||||
DEPENDENT TERM LIFE INSURANCE |
Employees may purchase from $2.5K to $50K for children and/or $5K to $100K for the spouse |
|||||
SHORT TERM DISABILITY |
Company pays 100% of salary for up to 52 weeks in a rolling 24 month period |
7 day waiting period Optional Adaptec STD Plan: 1.1% of first $46,327 of calendar yr. wages. Tax-free benefit equals 60% of weekly pay up to $1,442 |
Adaptec pays 100% of pay during waiting period; and 10% of pay while on disability leave. |
|||
LONG TERM DISABILITY |
662/3% of earnings, company paid, commences after sick and accident program runs out |
26 wk. waiting period Credits provided for coverage equal to 662/3% of earnings, maximum benefit is 12k per month |
Adaptec employees can opt for a benefit equal to 50% of monthly pay |
|||
VOLUNTARY BENEFITS |
Employees may purchase Universal Life up to 7x salary Employees may purchase three levels of Long Term Care |
Adaptec will roll out a full supplemental benefit offering by Fall 2002 Supplemental life and dependent life are currently available |
29
OTHER INCOME PROTECTION |
||||||
TRAVEL ACCIDENT INSURANCE |
Company paid benefit 5x annual salary |
Company paid $350,000 benefit |
||||
RETIREMENT |
Cash balance Plan In addition, IBM matches .50 per dollar on the first 6% of earnings on 401(k) plan. IBM contributes 5% of pensionable earnings each year to the cash balance plan. The company credits interest on a monthly basis at 1 year T bills plus 1%. Five years of service required. |
401(k) Plan Employee can contribute up to 25% of salary on a pre-tax basis up to $11 K. Company match = $2 to every $1 employee contributes each pay period up to max annual match of $2,000. Possible additional match of $1500 at yr.-end based on company profitability. |
Adaptec does not have a Retiree Medical Plan or Future Healthcare Account. Adaptec does not have a Defined benefit or cash balance account Both companies have immediate vesting of 401(k)-company match. |
|||
EMPLOYEE STOCK PURCHASE PROGRAM |
Employees can contribute up to 10% of salary. Purchases are made twice per yr. Employees pay 85% of the lower of the enrollment date price or end of purchase period price. |
Employees can contribute 3%-10% of salary. Purchases are made twice per yr. Employees pay 85% of the lower of a 2-year enrollment date price or end of purchase period price. |
Stock plans look similar. Adaptec has a 2 year price lock feature that is more attractive. |
|||
PAID TIME OFF |
||||||
VACATION |
0-4 yrs. 10 days 5-9 15 days 10-19 20 days 20+ 25 days No carry over available |
0-2 yrs 12 days 3 13 days 4 14 days 5 15 days 6 16 days 7 17 days 8 18 days 9 19 days 10+ 20 days Max. accrual = 320 hours. Cash-out available (2x/yr.) for hours in excess of 120 |
Adaptec recognizes the employees original IBM hiredate for vacation accrual purposes. Age does not factor into Adaptec's vacation schedule Carry over and cash out options are available with Adaptec |
|||
HOLIDAYS |
12, 6 designate & 6 choice |
13 designate by company |
Employees will have an additional day but less choice. (Shut down over winter break.) |
|||
SABBATICAL |
5 weeks paid time off after 5 years of service. May defer to 7th year and take 8 weeks. |
Credit for sabbatical starts when hired by Adaptec. |
||||
PERSONAL ILLNESS |
Wages continue for incidental illness/disability. For extended illness/ disability, wages continue for up to one wk., then STD begins after 7th day |
Adaptec continues 10% of pay while on disability leave. |
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LEAVE OF ABSENCE |
Adaptec allows up to 6 months of Medical Leave, see STD & Personal Illness FMLA—first 2 weeks paid at 60% of salary Personal Leave—up to 3 months, unpaid Military Leave—pay supplemented to full salary for reserve training and 6 months active duty |
IBM allows up to three years of personal leave |
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BEREAVEMENT (paid) |
5 days max./event |
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JURY DUTY |
Salary is continued to end of service |
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OTHER BENEFITS |
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FLEXIBLE SPENDING ACCOUNTS |
Health Care max. = $4.8K Dependent Care max.=$5K |
Health Care max. = $5K Dependent Care max.=$5K |
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EMPLOYEE ASSISTANCE PROGRAM |
8 free counseling sessions/yr./family member, then $15 co-pay per session with PPO provider |
8 free counseling sessions/yr./family member, then $10 co-pay per session with PPO provider |
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EDUCATIONAL ASSISTANCE |
100% of tuition & fees |
100% of tuition, books and lab fees up to $5K/yr. |
We believe IBM does not have a maximum. |
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DEPENDENT CARE PROGRAMS |
Adaptec provides a childcare, elder care and pet care referral service. Back up childcare available at subsidized rates. |
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SERVICE RECOGNITION |
IBM recognizes 10 and 25 years |
Adaptec recognizes each five year increment |
Adaptec recognition is based on Adaptec hire date. |
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OTHER |
Life planning account of $250 per year |
No such account at Adaptec |
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PAYCHECKS |
2x per month |
Bi-weekly (Fridays) |
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SEVERANCE PAY (for reduction in force actions) |
Upon signing a Separation Agreement/General Release Non-exempts and exempts through management level • 2 months pay, plus 1 additional week of pay for each year of service > 3 years, maximum additional weeks of pay = 8 weeks Directors • 4 months pay, plus service credit noted above Vice President • 6 months pay, plus service credit noted above Similar months of COBRA premium payments Outplacement Services |
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