EXHIBIT 10.25.1
CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT NO. R TO
INTEL CORPORATE EQUIPMENT AND SERVICE PURCHASE AGREEMENT NO. C-05673
BETWEEN
INTEL CORPORATION AND FORMFACTOR, INC.
For valuable consideration, the receipt and sufficiency of which the parties
hereby acknowledge, Intel Corporation ("Buyer") and FormFactor, Inc. ("Seller")
hereby amend the above referenced Intel Corporation Purchase Agreement No.
C-05673 (the "Agreement") as set forth hereafter.
1. EFFECTIVE DATE.
The Effective Date of this amendment ("Amendment") shall be 2-4-02.
2. DEFINITIONS.
Unless provided otherwise in this Amendment, each term appearing in
this Amendment shall have the same meaning as given in the
Agreement.
3. AMENDMENTS.
By executing this Amendment, Buyer and Seller are amending the
Agreement to add the terms and conditions applicable to Flash
Products as set forth in Exhibits A attached hereto and incorporated
herein by this reference.
4. LEGAL EFFECT ON AGREEMENT.
As amended by this Amendment, all provisions of the Agreement shall
remain in full force and effect. In the event of a conflict between
this Amendment and the Agreement, this Amendment shall take
precedence.
INTEL CORPORATION FORMFACTOR, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------ ------------------------------------
(Printed Name) (Printed Name)
Commodity Manager Technical Sales Manager
------------------------------------ ------------------------------------
(Title) (Title)
5-7-02 5/22/02
------------------------------------ ------------------------------------
(Date) (Date)
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
EXHIBIT A
FLASH PRODUCTS
1. The prices in Tables 1 and 2, below, apply to all purchase orders
submitted by Buyer to Seller for * * * and * * * Flash memory probe cards
meeting the following requirements: (i) pitch * * *um; (ii) pad size * *
*um; (iii) maximum of * * * pads per die; (iv) use of * * * (* * * inches)
or * * * (* * * inches) space transformer; and (v) technical
specifications in Buyer Procurement Document * * *, or as otherwise
mutually agreed upon by ▇▇▇▇▇ and Seller ("Flash SIU").
TABLE 1
* * * Pricing
Quantity Base Prices * * * After * * * After * * * After * * * cards or
Per Design Tier * * * Cards Cards as of 1/1/2003
First * * * * * * * * * * * * * * *
* * * Through * * * * * * * * * * * * * * *
* * * Through * * * * * * * * * * * * * * *
* * * Through * * * * * * * * * * * * * * *
>* * * * * * * * * * * * * * *
TABLE 2
* * * Pricing
Quantity For 2002
Per Design Tier
First * * * * * *
* * * Through * * * * * *
* * * Through * * * * * *
* * * Through * * * * * *
>* * * * * *
(a) In addition to the price schedules of Tables 1 and 2, Seller
will provide a * * * on * * *, respectively; provided,
however, that in all events the applicable * * * will not be
implemented prior to * * *, even if * * * exceed the * * *
threshold.
(b) Seller shall provide an * * * on * * * exceed * * *,
respectively.
(c) Seller shall provide a * * * on * * *.
2. The prices for Flash SIU purchase orders submitted by Buyer to Seller that
do not meet all of the following requirements: (i) pitch * * *um; (ii) pad
size * * *um; (iii) maximum of * * * pads per die; (iv) use of * * *; and
(v) FFI design rules, will be quoted on a case-by-case basis.
3. The quantities called out in Table 1 and Table 2, above, are for each
different new Flash SIU design. That is, the quantities of a first article
design and re-orders of the same design may be combined within the
"Quantity Per Design Tier" when calculating whether a particular
identified quantity level is met. By way of example, if a first article
design is placed for * * * cards, and a re-order is subsequently (i.e., on
any day subsequent to the day the first article design order was placed)
placed for * * * cards, the first article design order shall be subject to
the pricing in the "First * * *" quantity level, and then * * * of the
cards in the reorder will be subject to the pricing in the "First * * *"
quantity level, and the remaining * * * cards in the reorder will be
subject to the pricing in the "* * * through * * *" quantity level. In no
event will the pricing of a first article design order, or a subsequent
re-order, be revisited or revised in view of subsequent purchases or
demand,
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
even if a significant volume purchase order is ultimately placed by ▇▇▇▇▇.
The quantity of one design cannot be added to the quantity of another
design to use the prices in each Quantity Per Design Tier.
4. The prices shown in Tables 1 and 2, and paragraphs 1.a) through l.c) will
not be combined with any other pricing modifications that the parties may
negotiate in the future and are valid through * * *.
5. For Flash SIU purchase orders with more than * * * cards, all cards will
be priced against the applicable cumulative quantity price.
6. A minimum order value of * * * is required for each new * * *.
7. The NRE for each new * * * shall comply with Table 3, below.
TABLE 3
NRE for New Flash SIU Designs
Design requirements NRE
Only requires a new PCB or a modification to an existing PCB * * *
Only requires a new MLC * * *
New MLC and PCB * * *
8. If ▇▇▇▇▇▇ is able to reuse previous NRE work, the NRE will be quoted on a
case-by-case bases.
9. Table 4, below, sets forth the * * * that will apply to * * * by Seller as
indicated below, if any, of only the following probe cards: * * *.
TABLE 4
* * *
Days * * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
* * * * * *
(a) The * * * is taken from the then-applied price for the card.
(b) The * * * is taken on the card(s) that are * * *, and not on all cards
within the purchase order.
(c) No * * * will apply:
(i) in the event that Seller's * * * is * * * based upon a * * *.
(ii) if the cause of * * * is due, in whole or in part, to a cause
other than Seller's (or Seller's suppliers or vendors) own
* * *.
(iii) for designs that do not meet the specification requirements
for the established pricing tables.
10. First Article Lead-times for * * * probe cards that meet the requirements
set forth in Paragraph 1, above, shall be:
* * * weeks as of * * *
* * * weeks as of * * *
* * * weeks as of * * *
Lead-time is measured from the time that FFI receives both the complete
data sheet and specifications for the particular * * * probe card being
ordered, and the purchase order that meets the minimum order requirement.
Lead-times exclude scheduled vendors and FFI holidays. Seller's annual
Holiday schedule will be provided to Intel promptly upon Seller finalizing
the same for any given year during the term. The additional Lead-time due
to vendor and FFI holidays will not exceed * * *. Seller is currently
developing its * * * probe cards. In the event that ▇▇▇▇▇ qualifies
Seller's * * * probe cards, Seller will offer a * * * first article lead
time for up to * * * probe cards.
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
11. Reorder Lead-times for * * * probe cards that meet the requirements set
forth in Paragraph 1, above, shall be:
(i) * * * weeks for forecasted orders
(ii) * * * weeks for forecasted orders where FFI has required MLC
inventory in house
(iii) * * * weeks for unforecasted orders without MLC inventory at
FFI
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.