Manufacturing Services And Supply Agreement

Exhibit 10.38 Amendment No 5
Manufacturing Services and Supply Agreement
[*] Weeks Min Max Project This Amendment No. 5 to the Manufacturing Services and Supply Agreement (" Amendment" ) is entered into between Solectron Corporation, a Delaware corporation, and its subsidiaries and affiliates, which includes Solectron Technology Singapore Ltd., Solectron Technology Sdn. Bhd, Solectron Netherlands BV and any other Offshore Business Headquarters (together or individually, " Solectron" ), and Asyst Technologies, Inc., and its subsidiaries and affiliates (together or individually, " Asyst" ), effective March 20, 2006 (the " Amendment Effective Date" ), and amends to the extent expressly provided below the Manufacturing Services and Supply Agreement dated September 5, 2002 between Asyst and Solectron (and as previously amended on September 23, 2003, February 17, 2005, June 10, 2005, and December 6, 2005 the " Agreement" ).WHEREAS, the parties are entering into this Amendment for the purpose of implementing a stocking program to help reduce Asyst customer lead-times to [*] weeks for certain products.All terms not expressly defined in this Amendment shall be given the same meaning and intent as defined or provided in the Agreement.Solectron and Asyst agree to the following additional terms and conditions with respect to implementing a minimum/maximum (" min/max" ) model for the Asyst " [*]" product (the " [*] Product" ). 1. Solectron will stock the [*] Product finished goods inventory (" [*] FGI" ) at a level no lower than $[*] and a maximum [*] FGI level of $[*], each such inventory level to be determined by the number of the respective [*] Products multiplied by Asyst' s standard cost for such [*] Products (the " [*] Product Value" ). The parties will review the min/max levels monthly. 2. Solectron will suggest changes to the [*] FGI min/max ...