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NetApp, Inc. – ‘10-Q’ for 10/27/17 – ‘EX-10.4’

On:  Wednesday, 11/29/17, at 4:31pm ET   ·   For:  10/27/17   ·   Accession #:  1564590-17-24351   ·   File #:  0-27130

Previous ‘10-Q’:  ‘10-Q’ on 8/29/17 for 7/28/17   ·   Next:  ‘10-Q’ on 2/22/18 for 1/26/18   ·   Latest:  ‘10-Q’ on 2/29/24 for 1/26/24   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/29/17  NetApp, Inc.                      10-Q       10/27/17  102:13M                                    ActiveDisclosure/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    847K 
 2: EX-10.2     Material Contract                                   HTML    388K 
 3: EX-10.3     Material Contract                                   HTML     46K 
 4: EX-10.4     Material Contract                                   HTML     40K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     32K 
15: R1          Document and Entity Information                     HTML     51K 
16: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    115K 
17: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     38K 
                (Parenthetical)                                                  
18: R4          Condensed Consolidated Statements of Operations     HTML     95K 
                (Unaudited)                                                      
19: R5          Condensed Consolidated Statements of Comprehensive  HTML     68K 
                Income (Unaudited)                                               
20: R6          Condensed Consolidated Statements of Cash Flows     HTML    117K 
                (Unaudited)                                                      
21: R7          Description of Business and Significant Accounting  HTML     38K 
                Policies                                                         
22: R8          Recent Accounting Standards Not Yet Effective       HTML     46K 
23: R9          Statements of Cash Flows Additional Information     HTML     55K 
24: R10         Business Combinations                               HTML     34K 
25: R11         Goodwill and Purchased Intangible Assets, Net       HTML    149K 
26: R12         Balance Sheet Details                               HTML    221K 
27: R13         Other Income (Expense), Net                         HTML     68K 
28: R14         Financial Instruments and Fair Value Measurements   HTML    243K 
29: R15         Financing Arrangements                              HTML    130K 
30: R16         Stockholders' Equity                                HTML    282K 
31: R17         Derivatives and Hedging Activities                  HTML     69K 
32: R18         Restructuring Charges                               HTML     53K 
33: R19         Income Taxes                                        HTML     45K 
34: R20         Net Income per Share                                HTML    101K 
35: R21         Segment, Geographic, and Significant Customer       HTML    132K 
                Information                                                      
36: R22         Commitments and Contingencies                       HTML     44K 
37: R23         Description of Business and Significant Accounting  HTML     48K 
                Policies (Policies)                                              
38: R24         Statements of Cash Flows Additional Information     HTML     54K 
                (Tables)                                                         
39: R25         Goodwill and Purchased Intangible Assets, Net       HTML    154K 
                (Tables)                                                         
40: R26         Balance Sheet Details (Tables)                      HTML    232K 
41: R27         Other Income (Expense), Net (Tables)                HTML     68K 
42: R28         Financial Instruments and Fair Value Measurements   HTML    241K 
                (Tables)                                                         
43: R29         Financing Arrangements (Tables)                     HTML    123K 
44: R30         Stockholders' Equity (Tables)                       HTML    299K 
45: R31         Derivatives and Hedging Activities (Tables)         HTML     69K 
46: R32         Restructuring Charges (Tables)                      HTML     53K 
47: R33         Income Taxes (Tables)                               HTML     41K 
48: R34         Net Income per Share (Tables)                       HTML    101K 
49: R35         Segment, Geographic, and Significant Customer       HTML    141K 
                Information (Tables)                                             
50: R36         Statements of Cash Flows Additional Information -   HTML     40K 
                Supplemental Cash Flows and Non-Cash Investing                   
                Activities (Detail)                                              
51: R37         Business Combinations - Additional Information      HTML     43K 
                (Detail)                                                         
52: R38         Goodwill and Purchased Intangible Assets, Net -     HTML     36K 
                Schedule of Goodwill Activity (Detail)                           
53: R39         Goodwill and Purchased Intangible Assets, Net -     HTML     46K 
                Purchased Intangible Assets, Net (Detail)                        
54: R40         Goodwill and Purchased Intangible Assets, Net -     HTML     44K 
                Amortization Expense for Purchased Intangible                    
                Assets (Detail)                                                  
55: R41         Goodwill and Purchased Intangible Assets, Net -     HTML     45K 
                Future Amortization Expense Related to Purchased                 
                Intangible Assets (Detail)                                       
56: R42         Balance Sheet Details - Cash and Cash Equivalents   HTML     39K 
                (Detail)                                                         
57: R43         Balance Sheet Details - Inventories (Detail)        HTML     39K 
58: R44         Balance Sheet Details - Property and Equipment Net  HTML     55K 
                (Detail)                                                         
59: R45         Balance Sheet Details - Additional Information      HTML     41K 
                (Detail)                                                         
60: R46         Balance Sheet Details - Other Non-Current Assets    HTML     39K 
                (Detail)                                                         
61: R47         Balance Sheet Details - Accrued expenses (Detail)   HTML     43K 
62: R48         Balance Sheet Details - Product Warranty            HTML     46K 
                Liabilities (Detail)                                             
63: R49         Balance Sheet Details - Deferred Revenue and        HTML     50K 
                Financed Unearned Services Revenue (Detail)                      
64: R50         Other Income (Expense), Net (Detail)                HTML     40K 
65: R51         Financial Instruments and Fair Value Measurements   HTML     60K 
                - Summary of Investments (Detail)                                
66: R52         Financial Instruments and Fair Value Measurements   HTML     54K 
                - Contractual Maturities of Debt Investments                     
                (Detail)                                                         
67: R53         Financial Instruments and Fair Value Measurements   HTML     91K 
                - Summary of Financial Assets and Liabilities                    
                Measured at Fair Value on Recurring Basis (Detail)               
68: R54         Financial Instruments and Fair Value Measurements   HTML     35K 
                - Additional Information (Detail)                                
69: R55         Financing Arrangements - Carrying Value of          HTML     60K 
                Long-Term Debt (Detail)                                          
70: R56         Financing Arrangements - Additional Information     HTML     96K 
                (Detail)                                                         
71: R57         Financing Arrangements - Future Principal Debt      HTML     45K 
                Maturities (Detail)                                              
72: R58         Stockholders' Equity - Activity Related to Stock    HTML     61K 
                Options (Detail)                                                 
73: R59         Stockholders' Equity - Additional Information       HTML     38K 
                Related to Stock Options (Detail)                                
74: R60         Stockholders' Equity - Additional Information       HTML     85K 
                (Detail)                                                         
75: R61         Stockholders' Equity - Activity Related to          HTML     54K 
                Restricted Stock Units Including Performance-Based               
                Restricted Stock Units (Detail)                                  
76: R62         Stockholders' Equity - Number and Value of Shares   HTML     36K 
                Netted for Employee Taxes (Detail)                               
77: R63         Stockholders' Equity - Schedule of Employee Stock   HTML     39K 
                Purchase Plan (Espp) (Detail)                                    
78: R64         Stockholders' Equity - Stock-Based Compensation     HTML     49K 
                Expense (Detail)                                                 
79: R65         Stockholders' Equity - Summary of Activities        HTML     41K 
                Related to Stock Repurchase Program (Detail)                     
80: R66         Stockholders' Equity - Summary of Activities        HTML     40K 
                Related to Dividends on Common Stock (Detail)                    
81: R67         Stockholders' Equity - Reconciliation of Retained   HTML     46K 
                Earnings (Detail)                                                
82: R68         Stockholders' Equity - Accumulated Other            HTML     48K 
                Comprehensive Income (Loss) by Component Net of                  
                Tax (Detail)                                                     
83: R69         Stockholders' Equity - Amounts Reclassified Out of  HTML     46K 
                Accumulated Other Comprehensive Income (Loss)                    
                (Detail)                                                         
84: R70         Derivatives and Hedging Activities - Schedule of    HTML     39K 
                Notional Value of Outstanding Foreign Currency                   
                Forward Contracts (Detail)                                       
85: R71         Derivatives and Hedging Activities - Additional     HTML     35K 
                Information (Detail)                                             
86: R72         Derivatives and Hedging Activities - Schedule of    HTML     35K 
                Derivative Instruments Not Designated as Cash Flow               
                Hedges (Detail)                                                  
87: R73         Restructuring Charges - Additional Information      HTML     36K 
                (Detail)                                                         
88: R74         Restructuring Charges - Activities Related to       HTML     41K 
                Restructuring Reserves (Detail)                                  
89: R75         Income Taxes - Effective Tax Rates (Detail)         HTML     33K 
90: R76         Income Taxes - Additional Information (Detail)      HTML     37K 
91: R77         Net Income per Share - Computation of Basic and     HTML     51K 
                Diluted Net Income Per Share (Detail)                            
92: R78         Net Income per Share - Additional Information       HTML     33K 
                (Detail)                                                         
93: R79         Segment Geographic and Significant Customer         HTML     38K 
                Information - Additional Information (Detail)                    
94: R80         Segment Geographic and Significant Customer         HTML     40K 
                Information - Schedule of Revenues by Geographic                 
                Region (Detail)                                                  
95: R81         Segment Geographic and Significant Customer         HTML     39K 
                Information - Schedule of Cash, Cash Equivalents                 
                and Short-Term Investments (Detail)                              
96: R82         Segment Geographic and Significant Customer         HTML     39K 
                Information - Schedule of Property and Equipment                 
                Net by Geographic Areas (Detail)                                 
97: R83         Segment Geographic and Significant Customer         HTML     41K 
                Information - Significant Customers (Detail)                     
98: R84         Segment Geographic and Significant Customer         HTML     40K 
                Information - Schedule of Net Accounts Receivable                
                from Significant Customers (Detail)                              
99: R85         Commitments and Contingencies - Additional          HTML     57K 
                Information (Detail)                                             
101: XML         IDEA XML File -- Filing Summary                      XML    191K  
100: EXCEL       IDEA Workbook of Financial Reports                  XLSX     90K  
 9: EX-101.INS  XBRL Instance -- ntap-20171027                       XML   3.32M 
11: EX-101.CAL  XBRL Calculations -- ntap-20171027_cal               XML    206K 
12: EX-101.DEF  XBRL Definitions -- ntap-20171027_def                XML    558K 
13: EX-101.LAB  XBRL Labels -- ntap-20171027_lab                     XML   1.18M 
14: EX-101.PRE  XBRL Presentations -- ntap-20171027_pre              XML   1.00M 
10: EX-101.SCH  XBRL Schema -- ntap-20171027                         XSD    170K 
102: ZIP         XBRL Zipped Folder -- 0001564590-17-024351-xbrl      Zip    169K  


‘EX-10.4’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

 

     Exhibit 10.4

 

 

 

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS

 

 

THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is dated as of October 25, 2017 by and between NETAPP, INC., a Delaware corporation (“Seller”), and GOOGLE LLC, a Delaware limited liability company (“Buyer”).

RECITALS

A.Buyer (as successor-in-interest to Google Inc.) and Seller entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of September 11, 2017 (the “Original Agreement”), as amended by that certain First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 2, 2017 (the “First Amendment”, and together with the Original Agreement, the “Agreement”) with respect to certain real property, improvements and undeveloped land located in Sunnyvale, California (as more particularly described in the Agreement, the “Property”).  All capitalized and undefined terms used in this Amendment shall have the meanings given to them in the Agreement.

B.Pursuant to the terms of the Purchase Agreement, the period of time (the “Property Approval Period”) for Buyer's due diligence inspection of the Property will expire on the Contingency Deadline, which is 5:00 pm (Pacific Time) on October 25, 2017.

C.Buyer and Seller have mutually agreed to modify the Agreement, all as more particularly set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, and of the conditions, terms, covenants, and agreements set forth herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that the Agreement is amended as follows:

1.Recitals & References.  The Recitals set forth above are incorporated herein as though set forth in full herein. All references to the “Agreement” in this Amendment or in the Agreement shall mean the Agreement as amended by this Amendment.

2.Contingency Deadline. Notwithstanding anything to the contrary in the Agreement, the Contingency Deadline is hereby extended to expire at 5:00 pm (Pacific Time) on October 31, 2017.

3.Full Force and Effect.  Except as modified by this Amendment, the terms and provisions of the Agreement are hereby ratified and confirmed and are and shall remain in full force and effect. Should any inconsistency arise between this Amendment and the Agreement as to the specific matters which are the subject of this Amendment, the terms and conditions of this Amendment shall control. This Amendment shall be construed to be a part of the Agreement and shall be deemed incorporated in the Agreement by this reference.  

4.Counterparts; Facsimile and Electronic Copy.  This Amendment may be executed in two (2) or more counterparts, each of which shall be an original, and all of which shall constitute one original of this Amendment.  Signatures to this Amendment transmitted by telecopy or email shall be valid and effective to bind the party so signing.  Each party agrees to promptly deliver an execution original to this Amendment with its

 


 

actual signature to the other party, but a failure to do so shall not affect the enforceability of this Amendment, it being expressly agreed that each party to this Amendment shall be bound by its own telecopied or emailed signature and shall accept the telecopied or emailed signature of the other party to this Amendment

5.Entire Agreement.  The Agreement, as amended by this Amendment, constitutes the full and complete agreement and understanding between the parties hereto and shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained in the Agreement, as so amended, and no provision of the Agreement, as so amended, may be modified, amended, waived or discharged, in whole or in party, except by a written instrument executed by all of the parties hereto.

6.Governing Law.  This Amendment shall be governed by the laws of the State of California.

7.Authority.  Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.  

 

[SIGNATURE PAGE FOLLOWS]


 


 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

SELLER:

NETAPP, INC.,

a Delaware corporation

 

 

By: /s/ Jeffrey Bergmann

Name: Jeffrey Bergmann

Title: Vice President, Tax & Treasury

 

BUYER:

GOOGLE LLC,

a Delaware limited liability company

 

 

By: /s/ Mark Golan

Name: Mark Golan

Title: Authorized Signatory

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/29/17S-8
10/31/17
For Period end:10/27/17
10/25/17
10/2/174
9/11/178-K
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/14/23  NetApp, Inc.                      10-K        4/28/23  141:27M                                    Donnelley … Solutions/FA
 6/16/22  NetApp, Inc.                      10-K        4/29/22  140:23M                                    Donnelley … Solutions/FA
 6/21/21  NetApp, Inc.                      10-K        4/30/21  135:20M                                    ActiveDisclosure/FA
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Filing Submission 0001564590-17-024351   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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