AMENDMENT TO AGREEMENT FOR DOMESTIC AND GLOBAL RELOCATION SERVICES
Exhibit 10.36.2
AMENDMENT TO AGREEMENT FOR DOMESTIC AND GLOBAL
RELOCATION SERVICES
This Amendment is entered into this 15th day of August, 2006 (the “Effective Date”) and modifies a certain Agreement for Domestic and Global Relocation Services made as of the 14th day of July, 2008 (the “Agreement”), by and between GMAC Global Relocation Services, LLC a Delaware limited liability company, having an address at 2021 Spring Road, Suite 300, Oak Brook, IL 60523 (“GMAC GRS”). and Talecris Biotherapeutics, Inc. (“the Company”), with an office at 79 T.W. Alexander Drive, 4101 research Commons, Research Triangle Park, NC 27709.
WHEREAS, Company and GMAC GRS agree to amend the Agreement to add a Service Level Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained in the Agreement and the good and valuable consideration, the parties agree as follows:
· Exhibit B (attached hereto) is hereby added to the Agreement, and the same is hereby incorporated and made part of the Agreement as of the Effective Date.
All other terms and conditions of the Agreement and its various Exhibits and Schedules shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized respective officers, as of the Effective Date.
| Talecris Biotherapeutics, lnc | GMAC Global Relocation Services, LLC | ||
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| By: | /s/ Kari Heerdt | By: | /s/ Richard E. Schwartz |
| Name: | Kari Heerdt | Name: | Richard E. Schwartz |
| Title: | SVP, Human Resources | Title: | President & CEO |
| Date: | 10/3/08 | Date: | 10/9/08 |
| APPROVED AS TO |
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| LEGAL FORM |
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| 9 - 12 - 08 |
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| TALECRIS BIOTHERAPEUTICS |
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| LAW DEPT. |
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GMAC GRS/Talecris
EXHIBIT B
SERVICE LEVEL AGREEMENT
U.S. Domestic
Measuring Our Performance:
Defining, meeting and exceeding Talecris’s needs are primary objectives for GMAC GRS and are built into our process. The following table includes service categories and key performance indicators (KPI) that we incorporate in practice with Talecris through a co-developed service level agreement (SLA). During the implementation process, and thereafter annually, the specific performance levels to which we will be held for the delivery of services to your management and employees will be mutually agreed.
Roles and Responsibilities:
The owners identified in this agreement will serve as the primary subject matter expert responsible for ensuring targets are met or adjusted as appropriate. If the owner of the task changes, new contact information must be communicated within 5 business days.
GMAC GRS SLA “Dollars at Risk”:
GMAC GRS will guarantee results backed by financial penalties up to a maximum of $100,000 based on the KPIs listed below as long as volume/mix assumptions made during the development of the pricing proposal remain reasonably accurate (less than 10% deviation). Should the volume diminish in the first or subsequent years the SLA amount would be reduced with the following parameters: 97 GBO/BVOs or more = $100,000 at risk; 75 - 96 GBO/BVOs = $75,000 at risk; 50 - 74 GBO/BVOs = $50,000 at risk; 25 – 49 GBO/BVOs – $25,000 at risk and Less than 24 GBO/BVO = $0 at risk. The SLA and KPIs will be reviewed and mutually agreed annually. The total SLA amount will be distributed across the KPI’s and will be mutually agreed to the apportioned amount per KPI. All KPIs will be reported on a quarterly basis with aggregate performance measures and settlement occurring on an annual basis (Annual Review Settlement). The proposed amount is conditional on GMAC GRS managing services through our preferred supplier network.
| Category |
| KPI |
| GMAC GRS |
| GMAC |
| Talecris |
| Due Date |
| GMAC |
| Comments | |
| Customer (Transferee) Service Satisfaction Consultant |
| 92% Premier Service customer satisfaction results. (Based on GMAC GRS Transferee Survey regarding GMAC GRS Consultant Satisfaction (Excellent, Very Good or Good) |
| Customer Satisfaction Survey Process |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager - HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
| Negative surveys from Talecris directed suppliers are not included in results (i.e. HHG, temporary accommodations, etc) |
| Customer (Talecris Transferee) Service Satisfaction |
| 25% response rate to customer satisfaction survey |
| Survey customer using the GMAC GRS Premier Service Survey Response Rate |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager - HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
| Based on GMAC GRS Customer Satisfaction Survey & Talecris must support the process and advise Transferee the survey submission is required |
| Initial contact with Customer (Talecris Transferee) |
| Telephone or email contact to Transferee. 95% satisfaction results for “Communication Response times” to be deemed “good, very good or excellent” based on GMAC GRS Transferee Survey results |
| Measurement via Talecris transferee satisfaction feedback on communication |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager - HR & Recruiting |
| Measurement via Customer survey satisfaction feedback on communication. |
| $ | 10,000 |
| If transferee is not satisfied with response times, Talecris Management Team to escalate to GMAC Account Manager. Rankings of marginal and below deemed unsatisfactory |
| Client (Talecris) Service Satisfaction |
| 95% Client service satisfaction results. (Based on GMAC GRS Survey results from Talecris’s |
| Based on GMAC GRS annual Client (Talecris) Satisfaction Survey organized by Third party and |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager - HR & Recruiting |
| Annual |
| $ | 10,000 |
| Rankings of marginal and below deemed unsatisfactory |
| Category |
| KPI |
| GMAC GRS |
| GMAC |
| Talecris |
| Due Date |
| GMAC |
| Comments | |
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| Management Team – Excellent, Very Good or Good) |
| initiated and paid by GMAC GRS |
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| Management Reporting |
| Submission of agreed (byTalecris) management reports are to be provided on time (mutually agreed dates / time of the month). |
| Reports include Initiation activity, cost reports, statistical analysis of customer satisfaction reports, etc. |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager – HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
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| Financial Management Service |
| Expense reimbursement processed in 5 business days |
| The format and required fields must be defined before the first initiation is taken. |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager – HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
| For self funded clients, assumes timely receipt of client funds prior to disbursement |
| Financial Management Service |
| Timeliness of Invoicing 95% to be determined based on program |
| The format and required fields must be defined before the first initiation is taken. |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager – HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
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| Home Sale Performance |
| Performance statistics for 100% identification of Special Properties |
| Run report with Homesale Data from GMAC GRS System |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager – HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
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| Home Sale Performance |
| Performance statistics for GBO/Inventory & BVO Transactions:
GBO Direct Home Selling Expense to be maintained below or equal to 25%
and |
| Rum report with Homesale Data from GMAC GRS System |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager – HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
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| Category |
| KPI |
| GMAC GRS |
| GMAC |
| Talecris |
| Due Date |
| GMAC |
| Comments | |
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| BVO Direct/Home Selling Expenses below or equal to 10% |
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| Online tools MyGMACRelo.com |
| Availability of 99% of our online services, except in the instance of scheduled maintenance and/or major system upgrades or enhancements. |
| GMAC GRS Technology Tracking Report |
| Fred Melone, VP Global Operations |
| Kathleen Fleming, Senior Manager — HR & Recruiting |
| Quarterly Reporting, Annual Review and Annual Settlement |
| $ | 10,000 |
| There must be an allowance for “down time” for any upgrades. This would be clearly communicated to Talecris within 5 business days. |
