APC Elite Data Center Incentive Program

[ Program Guide, revision date April 1, 2012 ] APC Elite Data Center Incentive Program PROGRAM INFORMATION Elite Small Medium Data Center Partnership has its perks-and as a member of APC s Channel Partner Program, you re guaranteed access to the tools you need to excel in today s competitive channel. APC s Channel Program offers exceptional Elite Small Medium Data Center Partner benefits including: Opportunity Registration Program (ORP) o Rewarding partners that identify, develop, and win new APC business opportunities. Personalized Partner Portal o Login to your APC Personal Page daily for news and updates! Free priority sales and technical support Access to leads through APC s web-based Partner Locator Eligibility for APC s Elite Data Center Incentive Program Partner Handbook The Elite Data Center Incentive Program is designed to reward Elite Small Medium Data Center partners who focus on key data center solutions. The program provides unlimited potential and improves Elite Small Medium Data Center partners profitability selling APC Data Center Solutions. Partners who meet or exceed the rewards program expectations will be rewarded quarterly. Partners can reinvest through the Partner Marketing Portal and cash rebates. Program Highlights Unlimited Potential Improve Partner Profitability selling APC Data Center Solutions Reinvest through Partner Marketing Portal Reward partners who focus on key Data Center Solutions APC Online Marketing Center: We are committed to providing our partners with quality, high-impact, and proven sales and marketing tools to help you grow your business. APC has been in the marketing vanguard for years unlike other companies, we ve measured what works and what doesn t. Now we enable our channel partners to leverage our collective marketing experience. We have direct mail/e-email demand-generating templates available online. Co-branded promotional items, newsletter templates, customizable spec sheets, downloadable brochures, videos on demand all the resources our internal marketing department uses are now available for you as well. Priority Partner Hotline 800-771-1APC Partner Personal Page www.apc.com/personalpage Dedicated e-mail Channel.programs@apc.com To use your Marketing Development funds, log onto your APC Personal Page, click on the Sales and Marketing tab and then click on APC Partner Online Marketing Center. Use your quarterly Marketing Development Funds for: Direct Mail Campaigns Customer Events Demo Equipment Promotional Items 1

Enrollment: Enrollment into the Elite Data Center Incentive Program will be determined semi-annually. Acceptance into the Elite Small Medium Data Center program level upon successful completion of training and revenue requirements will successfully transition partners into the Elite Data Center Incentive Program. If in good standing, there is no need to resign into the incentive program. Failure to complete requirements prior to enrollment dates will deny transition into the incentive program until successful completion and the next semi-annual review. Enrollment Dates : Program Period Semi-annual Open Date Semi-annual Review Date Q1-Q2 January 1st July 1st Q3-Q4 July 1st January 1st Payout : APC s Elite Data Center Incentive Program will be calculated and paid quarterly. Payout is delivered through both cash rebate and market development funds (mdf Payment Period Quarter Start Date Quarter End Date Approximate Date to Receive Rebate* Approximate Date to Receive MDF* Q1 January 1st March 31st May May Q2 April 1st June 30th August August Q3 July 1st September 30th November November Q4 October 1st December 31st February February * Month-end. APC reserves the right to issue rebates at anytime. Payout Calculation: Payout for APC s Elite Data Center Incentive Program is determined from Invoiced Buy/Resale revenue only. Payout is calculated on invoiced revenue Tier 1 and Tier 2 categories. The percentage of payout increases with revenue attainment in Tier 1 and Tier 2 categories. Revenue attainment in Struxureware Operations Suite and Struxureware Central Product Families will count as 2x the revenue when calculating rebate payout. Opportunities which are >$50k must be approved closed ORP. Qualifying opportunities which are >$300k are subject to profitability review. Calculation Steps: 1) Breakout into Tier 1 and Tier 2 categories. 2) Determine rebate percentage for each Tier. 3) Calculate Tier rebates and total Tier 1 and Tier 2 rebate totals. 4) Split total rebate 70% cash rebate and 30% mdf. 2

Eligible Product Divisions and Families Tier 1 and Tier 2 Categories are determined annually based on strategic product focus. The program is designed to reward Elite Small-Medium Data Center Partners who increase the breadth and depth of APC products sold. Product Division Product Family Tier 3 PHASE GP UPS 10-40KVA AIS 3000 1 3 PHASE GP UPS 10-40KVA SERVICE BYPASS PANEL 1 3 PHASE GP UPS 10-40KVA SMART-UPS ACCESSORIES 1 3 PHASE GP UPS 10-40KVA SMART-UPS BATTERY SYSTEMS 1 3 PHASE GP UPS 10-40KVA SMART-UPS VT 1 3 PHASE GP UPS 41-225KVA SYMMETRA PX 1 3-PHASE POWER DISTRIBUTION CABINET POWER DISTRIBUTION 1 3-PHASE POWER DISTRIBUTION CONFIGURABLE POWER ACCESSORIES 1 3-PHASE POWER DISTRIBUTION CONFIGURABLE POWER DISTRIBUTION 1 3-PHASE POWER DISTRIBUTION INFRASTRUXURE POWER DISTRIBUTION UNITS 1 3-PHASE POWER DISTRIBUTION MODULAR POWER ACCESSORIES 1 3-PHASE POWER DISTRIBUTION MODULAR POWER DISTRIBUTION 1 3-PHASE POWER DISTRIBUTION POWER DISTRIBUTION UNIT ACCESSORIES 1 3-PHASE POWER DISTRIBUTION POWER GENERATION ACCESSORIES 1 3-PHASE POWER DISTRIBUTION SERVICE BYPASS PANEL 1 3-PHASE POWER DISTRIBUTION SYMMETRA ACCESSORIES 1 DATA CENTER MANAGEMENT STRUXUREWARE OPERATIONS SUITE* 1 RACKS AND ENCLOSURES AIRFLOW MANAGEMENT 1 RACKS AND ENCLOSURES CABLE MANAGEMENT 1 RACKS AND ENCLOSURES DATA DISTRIBUTION CABLE 1 RACKS AND ENCLOSURES MOUNTING HARDWARE 1 RACKS AND ENCLOSURES NETSHELTER NX ENCLOSURES 1 RACKS AND ENCLOSURES NETSHELTER SX 1 RACKS AND ENCLOSURES NETSHELTER VX ENCLOSURES 1 RACKS AND ENCLOSURES OPEN FRAME RACKS 1 RACKS AND ENCLOSURES PATCH PANELS 1 RACKS AND ENCLOSURES RACK COMPONENTS 1 RACKS AND ENCLOSURES SPECIALTY ENCLOSURES 1 SYMMETRA 3PH SYMMETRA ACCESSORIES 1 SYMMETRA 3PH SYMMETRA BATTERY SYSTEMS 1 SYMMETRA 3PH SYMMETRA POWER MODULE 1 SYMMETRA 3PH SYMMETRA PX 1 3

Product Division Product Family Tier DATA CENTER MANAGEMENT CAPACITY MANAGEMENT 2 DATA CENTER MANAGEMENT CAPACITY MANAGER 2 DATA CENTER MANAGEMENT ENERGY MANAGEMENT 2 DATA CENTER MANAGEMENT INFRASTRUXURE CAPACITY 2 DATA CENTER MANAGEMENT INFRASTRUXURE CENTRAL 2 DATA CENTER MANAGEMENT INFRASTRUXURE CHANGE 2 DATA CENTER MANAGEMENT INFRASTRUXURE ENERGY COST 2 DATA CENTER MANAGEMENT INFRASTRUXURE ENERGY EFFICIENCY 2 DATA CENTER MANAGEMENT INFRASTRUXURE MOBILE 2 DATA CENTER MANAGEMENT INFRASTRUXURE OPERATIONS 2 DATA CENTER MANAGEMENT OPERATIONS CAPACITY 2 DATA CENTER MANAGEMENT OPERATIONS CHANGE 2 DATA CENTER MANAGEMENT OPERATIONS ENERGY COST 2 DATA CENTER MANAGEMENT OPERATIONS MANAGEMENT 2 DATA CENTER MANAGEMENT SOFTWARE CONFIGURATION 2 DATA CENTER MANAGEMENT SOFTWARE EDUCATION 2 DATA CENTER MANAGEMENT SOFTWARE INSTALLATION 2 DATACENTER ROOM COOLING CHILLERS 2 DATACENTER ROOM COOLING CONDENSERS 2 DATACENTER ROOM COOLING FLUID COOLERS 2 DATACENTER ROOM COOLING INROOM CHILLED WATER 2 DATACENTER ROOM COOLING INROOM DIRECT EXPANSION 2 DATACENTER ROOM COOLING NETWORKAIR ACCESSORIES 2 DATACENTER ROOM COOLING NETWORKAIR AFX 2 DATACENTER ROOM COOLING NETWORKAIR FM 2 DATACENTER ROOM COOLING ROOM COOLING ACCESSORIES 2 DATACENTER ROW COOLING CHILLED WATER DISTRIBUTION 2 DATACENTER ROW COOLING CONDENSERS 2 DATACENTER ROW COOLING COOLANT DISTRIBUTION PARTS/ACCESSORIES 2 DATACENTER ROW COOLING FLUID COOLERS 2 DATACENTER ROW COOLING INROW CHILLED WATER 2 SERVER ACCESS ETHERNET SWITCHES 2 SERVER ACCESS KVM SWITCHES 2 SERVER ACCESS RACK LCD CONSOLES 2 SMALL SYSTEM COOLING INRACK DIRECT EXPANSION 2 SMALL SYSTEM COOLING INROOM DIRECT EXPANSION 2 SMALL SYSTEM COOLING INROW DIRECT EXPANSION 2 SMALL SYSTEM COOLING NETSHELTER ENCLOSURE ACCESSORIES 2 SMALL SYSTEM COOLING PORTABLE COOLING 2 SMALL SYSTEM COOLING RACK AIR DISTRIBUTION 2 SMALL SYSTEM COOLING RACK COOLING ACCESSORIES 2 SMALL SYSTEM COOLING ROOM AIR DISTRIBUTION 2 4

Product Division Product Family Tier DATACENTER ROW COOLING INROW DIRECT EXPANSION 2 DATACENTER ROW COOLING NETWORKAIR ACCESSORIES 2 DATACENTER ROW COOLING ROW COOLING ACCESSORIES 2 DATACENTER ROW COOLING THERMAL CONTAINMENT 2 ENTERPRISE MANAGEMENT PRODUCTS EXTENDED WARRANTIES 2 ENTERPRISE MANAGEMENT PRODUCTS INFRASTRUXURE CENTRAL 2 ENTERPRISE MANAGEMENT PRODUCTS INFRASTRUXURE MANAGER 2 ENTERPRISE MANAGEMENT PRODUCTS REMOTE MONITORING SERVICE 2 ENTERPRISE MANAGEMENT PRODUCTS STRUXUREWARE CENTRAL* 2 NETWORK ACCESSORIES ETHERNET SWITCHES 2 PHYSICAL THREAT MGMT ADDITIONAL MANAGEMENT CARDS AND OPTIONS 2 PHYSICAL THREAT MGMT ENVIRONMENTAL MANAGEMENT SYSTEM 2 PHYSICAL THREAT MGMT ENVIRONMENTAL MONITORING UNIT 2 PHYSICAL THREAT MGMT EXTENDED WARRANTIES 2 PHYSICAL THREAT MGMT INFRASTRUXURE CENTRAL 2 PHYSICAL THREAT MGMT NETBOTZ 200 2 PHYSICAL THREAT MGMT NETBOTZ 300 2 PHYSICAL THREAT MGMT NETBOTZ 400 2 PHYSICAL THREAT MGMT NETBOTZ 500 2 PHYSICAL THREAT MGMT NETBOTZ ACCESS CONTROL 2 PHYSICAL THREAT MGMT NETBOTZ ACCESSORIES AND CABLES 2 PHYSICAL THREAT MGMT NETBOTZ SENSORS 2 PHYSICAL THREAT MGMT RACK COMPONENTS 2 PHYSICAL THREAT MGMT SECURITY CAMERAS 2 PHYSICAL THREAT MGMT SENSORS 2 PHYSICAL THREAT MGMT SOFTWARE FOR NETBOTZ APPLIANCES 2 PHYSICAL THREAT MGMT STRUXUREWARE CENTRAL* 2 PHYSICAL THREAT MGMT USB HUBS 2 PROFESSIONAL SERVICE ASSESSMENT SERVICES 2 PROFESSIONAL SERVICE INSTALLATION SERVICES 2 PROFESSIONAL SERVICE NETWORK INTEGRATION 2 PROFESSIONAL SERVICE PROJECT MANAGEMENT SERVICE 2 RACK POWER DISTRIBUTION BASIC RACK PDU 2 RACK POWER DISTRIBUTION METERED RACK PDU 2 RACK POWER DISTRIBUTION METERED-BY-OUTLET RACK PDU 2 RACK POWER DISTRIBUTION RACK PDU ACCESSORIES 2 RACK POWER DISTRIBUTION RACK-MOUNT TRANSFER SWITCHES 2 RACK POWER DISTRIBUTION SWITCHED RACK PDU 2 SMALL SYSTEM COOLING ROOM COOLING ACCESSORIES 2 SMALL SYSTEM COOLING ROW COOLING ACCESSORIES 2 WARRANTY EXTENSION EXTENDED WARRANTIES 2 5

NOTE: All extended warranties must be sold concurrently (at time of product sales) to qualify. *Revenue attainment in Struxureware Operations Suite and Struxureware Central Product Families will count as 2x the revenue when calculating rebate payout. Revenue Targets: Quarterly Tier 1 Revenue Targets Payout % Quarterly Tier 2 Revenue Targets Payout % >$150,000 1% >$25,000 1% >$250,000 2% >$200,000 2% >$350,000 3% >$300,000 3% >$450,000 4% >$550,000 5% Rebate Check Information: All cash rebates will be issued to Accounts Receivable. The person listed as the primary contact for the account will receive notification via e-mail prior to receiving the cash rebate. All rebate checks are shipped and issued by Tristar Fulfillment Services in Swedesboro, NJ. Checks under $500 are not cut. The entire amount will be credited to APC s Online Marketing Center. Marketing Development Funds Expiration: Beginning June 30, 2011, MDF earned through the Data Center Incentive Program will expire annually. Marketing funds accrued during the year in which they were earned will expire 6 months after. For example, cumulative MDF earned in 2011 will expire on June 30, 2012. Contact Details: Marketing Development Funds: To use marketing development funds on the APC Online Marketing Center, the primary contact for the location will need to approve all fund requests. Questions regarding how to use the online marketing center should be sent to channel.program@apc.com Rebate Claims: Please submit all rebate claims to channel.program@apc.com Rebate Questions: Address changes or questions regarding your rebate status, please contact: channel.program@apc.com Changes and Announcements: For announcements regarding changes and updates to the Elite Data Center Incentive Program, please be sure to check out your APC Personal Page under the Program Benefits tab. Log into your APC Personal Page here: www.apc.com/personalpage 6

Terms and Conditions: This APC Elite Data Center Incentive Program (the "Rebate Agreement") is entered into between you and the American Power Conversion Corporation affiliate which you are doing business with, directly or indirectly. This Rebate Agreement contains the terms of the rebate relationship between you (the company and its affiliates on whose behalf you are signing this Agreement) and us (the APC affiliate which you are doing business with) for as long as you are participating in the APC Elite Data Center Incentive Program or any successor programs to the incentive program. Enrollment is reviewed semi-annually on January 1 st and July 1 st. Elite Small Medium Data Center program requirements must be met prior to the semi-annual review to join the Elite Data Center Incentive Program. In this Agreement "you", "your" or "Company" means the company and its affiliates on whose behalf you are signing this Agreement and its affiliates, and "we", "us", "our" or "APC" mean the APC by Schneider Electric affiliate which you are doing business with. 1. Scope. The terms and conditions below represent the terms and conditions under which APC will pay an Incentive Program rebate to your Company. The terms and conditions of any master purchase Agreement or similar contract executed, between APC and you shall apply to and govern this Rebate Agreement, to the extent the terms of that Agreement do not conflict with the terms below. If you currently have incentive or other special pricing provisions with APC, APC may determine you to be ineligible to participate. APC may not allow you to participate in multiple, concurrent incentive programs, in its sole discretion. Eligibility to participate in the Elite Data Center Incentive Program quarterly rebate, and APC's obligation to pay hereunder, requires: i. Along with Completing requirements and signing the terms and conditions form detailed information necessary to identify your company's purchases made through APC's distributors or APC direct must be provided. This must be completed, submitted to and approved by APC in its sole discretion. ii. Meet with your APC representative on at least a monthly basis to review your sales history. iii. APC will review your request / application and sales history for the period and approve your participation in its sole discretion. iv. If you are approved for participation, and you wish to participate, you must sign the agreement. Once approved, you will not begin to participate until the next semi-annual review as noted in the first paragraph of this agreement. These terms and conditions will also apply from the date you signed the agreement for as long as you participate in the Elite Data Center Incentive Program or any successor programs to the Incentive Program. Incentive program rebates are calculated and paid on a quarterly basis broken out into both cash rebate and marketing development funds. The percentage of funds used for cash rebate and marketing development may be changed at any time. v. The rebate and mdf will be paid only on qualifying SKUs in APC's sole discretion. vi. The rebate will only be paid on purchases made through participating APC distributors as verified by APC though your POS Data. vii. Any account that does 25% or more of its total APC revenue in Trade-UPS is ineligible to participate. 1. APC reserves the right to determine entry into this program. 7

2. Definitions: (a) Net Sales means the gross sales to Company of the Qualifying SKUs (calculated based on APC's standard distributor pricing that will be available and valid on the last day of the quarter) less returns, discounts, and price protection. In no event shall taxes, handling and purchasing charges, freight, insurance other applicable customer payments (like Trade UPS Program discounts), duties and excises be included in Net Sales. (b) POS Data means the point of sales reports from distributors used by APC to calculate the rebate. POS data contains, at a minimum, Branch Name & Number, Branch Address, APC SKU Number, Quantity Sold, List Price, Extended Cost, Invoice Number, and Invoice Date. Company will also use commercially reasonable efforts to provide "Bill to" Customer Name, Number, Address, and "Ship to" Customer Name, Number, Address. Please note that only sales with the registered "Bill To" address will be eligible for a rebate and/or purchases using third party finance companies are ineligible. (c) Qualifying SKU means the product SKUs eligible for a volume rebate as listed on APC's web site applicable to you, which APC may change from time to time, in its sole discretion. 3. At APC's sole discretion, the Elite Data Center Incentive Program rebate amount will be based upon the following factors: (i) Invoiced Buy/Resale revenue only (ii) Payout is calculated on invoiced revenue Tier 1 and Tier 2 categories. (iii) APC's Net Sales to Company of the Qualifying SKUs purchased through participating distributors, or purchased direct, if independently approved by APC; (iv) The percentage of payout increases with revenue attainment in Tier 1 and Tier 2 categories. (v)opportunities which are >$50k must be approved closed ORP. (vi) Qualifying opportunities which are >$300k are subject to profitability review. 4. Only POS data received from participating distributors will be used in calculating the Elite Data Center Incentive Program rebate. All calculations will be performed by APC and approved by APC. APC will determine quarter start and end dates. APC reserves the right to change the rebate terms and conditions at any time and without prior notification. APC reserves the right to rescind this Incentive Program, this Rebate Agreement, or any successor programs to the Incentive Program, at any time and without prior notification. No allowance or manipulation of POS Data will be made to account for stock outs on APC products. Please note that only sales with the registered "Bill To" address will be eligible for a rebate and/or purchases using third party finance companies are ineligible. ANY FRAUDULENT BEHAVIOR OR MANIPULATION OF POS DATA WILL RESULT IN IMMEDIATE REMOVAL FROM THE PROGRAM AND FORFEIT OF ANY UNPAID REBATES. APC RESERVES THE RIGHT TO REFUSE PAYMENT ON A REBATES BASED ON IMPROPER OR UNFAIR BUSINESS PRACTICES INCLUDING BUT NOT LIMITED TO SELLING A COMPETITOR'S SOLUTION (AS DEFINED BY APC) TO A CUSTOMER RECOMMENDED FROM APC. APC IS NOT LIABLE FOR ERRORS IN THE DATA PROVIDED BY SPECIFIC DISTRIBUTORS. 5. The rebate is payable (as soon as practicable after the close of each fiscal quarter) by check and mdf funds upon calculation and approval of the Elite Data Center Incentive Program rebate by APC. APC will not be obligated to pay Company and issue a check if the Elite Data Center Incentive Program rebate amount due Company is less than $50.00 US. Company shall not be entitled to deduct or offset any rebate amounts, whatsoever, from any invoice due to APC. 6. This Elite Data Center Incentive Program Rebate Agreement is effective for as long as APC allows Company to participate in the Incentive Program or any successor programs to the Incentive Program. 7. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. Any and all prior Agreements pertaining to the subject matter hereof are canceled. This Agreement may not be amended or modified except in a writing executed by both parties. 8. Waiver. The waiver by either party of a breach of any of the terms and conditions of this Agreement must be in writing and will not be construed as a waiver of any succeeding breach of such term or condition or the waiver of the provision itself. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity. 9. Assignment. This Agreement may not be assigned by you without the prior written consent of APC. Any attempted assignment in violation of this provision shall be null and void. 10. Liability. The maximum liability of either party for direct damages hereunder shall not exceed the fees/amounts actually paid hereunder. Neither party shall hold the other party liable or responsible for any indirect damages, special, incidental, or consequential damages arising from this Agreement. 11. All notice that APC is required or permitted to give under this Agreement may be sent to Company by electronic means and will be considered delivered at the time APC sends it, with return receipt requested. 12. Terms are effective as of revision date (April 1, 2012). 8