FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTIONAGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES

EX-10.2 3 d356833dex102.htm CHANGE OF CONTROL AND SEVERANCE AGREEMENT Change of Control and Severance Agreement

Exhibit 10.2

FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL

DISTRIBUTION AGREEMENT

AMENDMENT SUMMARY AND SIGNATURE PAGES

 

 

This Fourth Omnibus Amendment (“Amendment”) to the Microsoft Operations Digital Distribution Agreement is entered into between:

 

Microsoft Corporation

A corporation organized under the laws of the State of Washington, U.S.A. (“Microsoft”)

 

 

AND

 

Digital River, Inc.

A corporation organized under the laws of the State of Delaware, U.S.A. (“Company”)

 

   

Amendment Effective
Date:

 

   This Amendment shall become effective as of June 30, 2012.
   

Purpose and Scope:

  

Company and Microsoft are parties to a Microsoft Operations Digital Distribution Agreement dated September 1, 2006 (as the same may have been amended, supplemented or otherwise modified from time to time, the “Agreement”), pursuant to which Company has provided E-Commerce Activities to Microsoft in accordance with the terms of the applicable SOWs.

 

Company has agreed, as part of the E-Commerce Activities, to host “Microsoft Store” branded websites (“Store Websites”) and to make Product available for purchase by end-user customers from Microsoft in certain locales through those websites.

 

[*]

 

 

 

This Amendment consists of the following:

 

•    This Amendment Summary and Signature Page

•    The Amendment Terms and Conditions

•    Exhibit 1: Attachment 3: [*]

 

 

Microsoft and Company enter into this Amendment by signing below.

 

   

MICROSOFT CORPORATION

   DIGITAL RIVER, INC.
   

Signature:     /s/ Mary Ellen Smith                    

   Signature:     /s/ Kevin Crudden            
   

Print Name:     Mary Ellen Smith            

 

  

Print Name:     Kevin Crudden            

 

   

Title:     Vice President, Microsoft Operations            

 

  

Title:     General Counsel            

 

   

Date:       July 3, 2012                

   Date:       July 3, 2012                

*            Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.


AMENDMENT TERMS AND CONDITIONS

 

1. Amendment [*]
2. Amendment [*]

END OF AMENDMENT TERMS AND CONDITIONS

*            Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

 

2


EXHIBIT 1

[*]

*            Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

 

3