Meeting Agenda

Corporate Marketing GREEN

Optimal End State
  • Maintain and extend positive presence in market space.
  • Leverage corp mktg resources to create new business opps.
Success Measurements / Metrics
  • Track presence in our mkt as reported by analysts, press, etc.
Challenges / Concerns / Issues
  • Need to capture inbound leads and prospects for direct mktg programs.
  • Need to get into corp tradeshow queue.
Long-Term Transition Strategy
  • Immediate effort required on home page (req’d at closing).
  • Transition programs to corp (tradeshow, adv).
  • Provide content for programs (collateral, direct mktg, press/analyst relations)
Accomplishments
  • Transition Plan Drafted and Approved.
  • Content in place for Website, collateral, sales tools.
Next Steps
  • Provide content to corp mkt groups.
  • Implement plan.

Tax GREEN

Optimal End State
  • Finance system
  • ADP payroll
  • Calendar year end
Success Measurements / Metrics
  • Tax minimization
  • Maintain tax free status
  • Complete integration into Nortel Tax Dept.
Challenges / Concerns / Issues
  • Labor intensive.
  • Material exposure.
Long-Term Transition Strategy
  • Complete ph2 due diligence prior to close.
  • Meet monthly tax return filing requirements.
Accomplishments
  • Phase 1 due diligence.
Next Steps
  • Entity structures.
  • I/C service & transfer pricing agreements.

Tax UKGREEN

Optimal End State
  • UK subsidiary liquidated
  • All tax items folded under Acquirer
Success Measurements / Metrics
  • Prepare final Acquired Co stand alone returns
Challenges / Concerns / Issues
  • Which entity hires 2 UK employees
  • Need conclusion if forward/reverse merger
Long-Term Transition Strategy
  • Dissolve UK subsidiary
  • File final tax returns
Accomplishments
  • Meeting set up 8/15 to discuss UK status
Next Steps
  • Research necessity of ramifications

HR, Payroll GREEN

Optimal End State
  • Common Benefits.
  • Acquirer administers Payroll.
  • Full system connectivity and usage
Success Measurements / Metrics
  • Questions answered in a timely manner
  • Payroll administered at 100% accuracy
  • Roll-out integration survey 60-90 days after payroll integration
Challenges / Concerns / Issues
  • Multiple locations, including remote empl.
  • Year end timing w/ payroll and benefits.
  • Communication timing and vehicles
Long-Term Transition Strategy
  • Align with Acquirer's policies, processes and procedures.
  • Support continued growth of Business
  • Remove any HR barriers hindering success
Accomplishments
  • Assembled HR integration virtual team.
  • Collected all empl data to establish ID's.
Next Steps
  • Continue weekly HR integration calls.
  • Monitor new hires/resignations for reporting.
  • Comp, payroll and resourcing reviews

Information Services GREEN

Optimal End State
  • COE (voice/data/support/desktop).
  • Application integration (or plan) in place.
Success Measurements / Metrics
  • Infrastructure completed Close+90
  • Sonoma Exec. to validate
  • Change Mgmt.
Challenges / Concerns / Issues
  • Showcase Acquired Co. product
  • Integrate Acquired Co. IT people (retention).
  • Change Management (services, standards).
Long-Term Transition Strategy
  • Install equipment and rollout IS services.
  • Replace competitors' equipment.
Accomplishments
  • Project plan
  • Day1 connectivity in place.
  • Day1 IS communication memo
Next Steps
  • IS kickoff meeting.
  • Infrastructure discovery completed.

Real Estate GREEN

Optimal End State
  • Security / Signage / Services.
  • Integrate Acquired Co UK employees into Acquirer's European organization.
Success Measurements / Metrics
  • Global ID (badges, etc.) issued
  • Issued to all Acqd. Co. employees as of Close date
  • See next slide for complete list
Challenges / Concerns / Issues
  • Signage requirements for closing date.
  • Budget for transition actions in place.
  • Coordination of Badging with HR.
Long-Term Transition Strategy
  • Complete transition / integration.
  • Regular communication with HR / Finance and regional real estate teams.
Accomplishments
  • Ongoing dialogue with regional RE Leads.
  • Site visits by regional RE.
  • Mtg. Scheduled with Acquired. Co. RE Lead
Next Steps
  • Site assessments.
  • Define Day 1 &. Post Close deliverables.
  • Finalize occupancy plan for acquired locations.
  • Confirm list/status of transferring employees.
  • Identify activities required for close & post-close.

Real Estate GREEN

Success Measurements / Metrics (Occupancy strategy in place)

ID badging process defined and in progress

Rent payment process defined and approved by Finance

Assets transferred / written off

Billing mechanisms in place

Security Systems and Equipment

Service Delivery strategy in Place

Service contracts transferred or eliminated

Signage plan defined and in Place

Operating budgets defined and in progress

Transition funding identified

Wellness / Health and Safety Program delivered

Finance – Control (Acquired Co. Team) GREEN

Optimal End State
  • Up on Oracle GL.
  • A/P, Payroll transitioned to Acquirer.
Success Measurements / Metrics
  • Achieve 1-day close goal
Challenges / Concerns / Issues
  • Scope how current activities are supported with Oracle, BAAN, internal systems.
  • Need to define process.
Long-Term Transition Strategy
  • Replace current Visual ERP.
  • Acquisition accounting.
Accomplishments
  • Begin mapping process 8/14.
Next Steps
  • Define close process.

Finance – Control GREEN

Optimal End State
  • Complete integration into Acquirer.
  • Financial systems and processes.
Success Measurements / Metrics
  • Timely and accurate month-end/year-end reporting
  • Maintenance of key personnel
Challenges / Concerns / Issues
  • Available Acquired Co. resources.
Long-Term Transition Strategy
  • Contingent upon Operations strategy with respect to Acquired. Co.
Accomplishments
  • First data gathering meeting.
  • Dept # 9973 set-up to begin global ID creation process.
Next Steps
  • COA reconciliation.
  • SSCOA and Oracle Training.
  • Finalized Project Plan.

Finance – Operations RED

Optimal End State
  • Up on BAAN.
  • Integration with System House.
Success Measurements / Metrics
  • Prepare 2000 annual plan
Challenges / Concerns / Issues
  • Must overlay with new Nortel systems.
Long-Term Transition Strategy
  • Transition from Visual ERP system to be put in use (BAAN, Oracle, other).
Accomplishments
  • No items currently listed.
Next Steps
  • Plan initiated 8/13.

Manufacturing Operations GREEN

Optimal End State
  • Integration w/Global Ops.
  • Full turn-key w/Systems House / CM.
  • Transition to BAAN (SAP)
Success Measurements / Metrics
  • Turnkey transition to Systems House model with verifiable neutral / lower fully costed product BOM's
Challenges / Concerns / Issues

Transition Period:

  • Continuity of Product availability
  • Scaling: Mfg-ability of Prod. line
  • NPI capability (parallel vs. serial)
  • Quality / Reliability
  • Costing Targets
Long-Term Transition Strategy
  • Migrate from current product procurement process "to" full turnkey model utilizing Global Ops (Systems House).
Accomplishments
  • Initial AVL mapping
  • Review of cost structure
Next Steps
  • TBD from Meeting 8/14.

Communications GREEN

Optimal End State
  • Acquired Co. employees have access to usable, timely info on benefits, business and integration issues.
  • Acq. Co. employees informed of acquisition
  • Acq. Co. employee info re: benefit of transaction
Success Measurements / Metrics
  • Post close survey on communications
Challenges / Concerns / Issues
  • Content for web-site re: legal
  • Coordinated communication activities
  • Approvals process - delays.
Long-Term Transition Strategy
  • Supply info on regular/timely basis
Accomplishments
  • Intranet link established.
  • Acquirer "employee intro" brochure distributed.
Next Steps
  • Define 60-day communication calendar.
  • Identify content providers.

Customer Service RED

Optimal End State
  • No items currently listed.
Success Measurements / Metrics
  • Formats of integration plan by Sept. 29th
Challenges / Concerns / Issues
  • Identify current cust. base and service levels.
  • Call escalation process and # of open calls.
Long-Term Transition Strategy
  • No items currently listed.
Accomplishments
  • 2 conference calls with Sonoma.
  • Identified 1 Acd. Co. integration team member.
Next Steps
  • Face to face week of Sept. 18th.

Software Engineering RED

Optimal End State
  • Leverage processes and tools.
  • Leverage existing technology w/Acqd. Co.
  • Adapt best practices
Success Measurements / Metrics
  • No items listed.
Challenges / Concerns / Issues
  • Information gathering.
  • Select best practices.
  • Build channels in to evaluate software
Long-Term Transition Strategy
  • Information gathering.
  • Select best practices.
  • Build channels in to evaluate software
Accomplishments
  • No items listed.
Next Steps
  • No items listed.

Hardware Engineering RED

Optimal End State
  • Leverage processes and tools.
  • Leverage existing technology.
  • Adapt best practices.
Success Measurements / Metrics
  • No items listed.
Challenges / Concerns / Issues
  • No items listed.
Long-Term Transition Strategy
  • Information gathering
  • Select best practices
Accomplishments
  • No items listed.
Next Steps
  • No items listed.

Product Marketing YELLOW

Optimal End State
  • Fully integrated 6-month plans across Product Solutions.
  • Established positioning of product within portfolio.
  • Mindshare in all sales teams
Success Measurements / Metrics
  • Management approval
  • Attainment of market share objectives
Challenges / Concerns / Issues
  • Cooperation.
  • Literacy in integration planning.
Long-Term Transition Strategy
  • Effective working interfaces in aligned business units (PLM).
  • Solutions strategies for aligned business units
Accomplishments
  • Basic dialog with Acqd. Co.
  • Product launched within 2 months.
Next Steps
  • See challenges

Sales, Marketing Operations GREEN

Optimal End State
  • 600 products forecasted.
  • Single sales force.
  • Integrated customer solutions.
Success Measurements / Metrics
  • High visibility/reliability of product forecast
  • Meet earn out targets
  • Meet business case objectives
Challenges / Concerns / Issues
  • Executive alignment.
Long-Term Transition Strategy
  • Executive alignment.
Accomplishments
  • Initial meeting with Acquired Co.
Next Steps
  • Define products available for sale and ensure that sales forecasts these products.
  • Executive consensus on organization.
  • Establish processes, sales comp etc.

Brand Identity YELLOW

Optimal End State
  • One Company, One Brand.
Success Measurements / Metrics
  • Adhere to roll-out strategy which incorporates immediate, 30-, 90-, and 365-day benchmarks
Challenges / Concerns / Issues
  • We will either integrate acquired products into the existing portfolio brands
Long-Term Transition Strategy
  • All acquired products should adopt minimum product standards within one year of closing the acquisition.
Accomplishments
  • No items listed.
Next Steps
  • No items listed.

Product Marketing GREEN

Optimal End State
  • Velocity to get new models to mkt
  • Fully defined processes and ID of process owners
Success Measurements / Metrics
  • Velocity
  • Low process cost
  • Product efficient flow through inventory
Challenges / Concerns / Issues
  • Process literacy
  • Understand Acqd. Co. inventory rules and restrictions
Long-Term Transition Strategy
  • Agreed to guidelines
Accomplishments
  • Established process for brand
  • Slow process to get CPC codes
Next Steps
  • Understand new branding plan
  • Reach agreement on configurable vs. fixed configurations

Legal / Acquisition GREEN

Optimal End State
  • Acquisition closed as of 31st Oct. (target 20th Oct.).
Success Measurements / Metrics
  • All transaction docs executed (Closing Binder published)
Challenges / Concerns / Issues
  • No items listed.
Long-Term Transition Strategy
  • No items listed.
Accomplishments
  • HSR filed 1st Sept., received and approved.
  • 3(a)(10) application on 7th Sept.
  • Shareholders Proxy agreements rec'd.
Next Steps
  • Confirm 3(a)(10) hearing scheduled
  • Employee agreements distributed
  • Contract(s): consents / approvals
  • Initial shareholder mailings
  • Stock option exchange/conversion process

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