EX-10.11

EX-10 2 filename2.htm EX-10.11

Exhibit 10.11

CONFIDENTIAL TREATMENT REQUESTED

Carrier Agreement

This Agreement (“Agreement”) is made and entered into by and between Chegg, Inc. (“Customer”) and United Parcel Service Inc., an Ohio Company (“UPS”).

UPS will provide the pickup and delivery services (“Services”) as set forth below subject to the terms of this Agreement. These Services will be provided with the incentives (“Incentives”) as also set forth below. These Incentives shall only be available to the locations and account numbers approved and identified in Addendum A. Account numbers of Customer and its affiliates, each of which is more than fifty percent (50.0%) owned by Customer, may be added or deleted only by mutual written agreement of Customer and UPS and require seven (7) business days notice to UPS to become effective. Customer is prohibited from reselling or offering Incentives to any other party without the prior written consent of UPS and failure to comply with this prohibition may result in immediate cancellation of this Agreement.

Customer acknowledges and agrees that the Incentives and the minimum rates in Addendum B are based on and derived from the most recently published UPS list rates available at www.ups.com and are subject to change based on changes to such list rates. Each eligible package (or shipment) will receive its applicable Incentive for the term of this Agreement. Incentives are applied on a [***] basis unless otherwise specified. Incentives shall be applied to [***] outbound shipments unless otherwise noted. This Agreement will be subject to periodic review by UPS for Customer compliance.

Customer agrees to supply the UPS Service Provider with a hard copy summary manifest at the time that the packages are tendered to UPS for shipment and provide UPS with Timely Upload of electronic Package Level Detail (“PLD”) in a form acceptable to UPS. PLD includes, but is not limited to, consignee’s full name, complete delivery address, package weight and zone. Timely Upload is defined as the electronic transmission of PLD to UPS at the time the packages are tendered to UPS. Customer agrees to provide smart labels on all packages tendered to UPS. A smart label, as defined herein and described in the current UPS Guide to Labeling, which may be updated from time to time by UPS, includes, but is not limited to, a MaxiCode, Postal Bar Code, current UPS Routing Code, appropriate UPS Service Icon and a UPS 1Z Tracking Number Bar Code. Customer further agrees that all shipping locations will use a UPS OnLine or OnLine compatible shipping solution that is approved and authorized by UPS as such.

Customer agrees to pay for all shipments in full within the time period required by UPS.

All Services provided by UPS shall be pursuant to the UPS Rate and Service Guide and UPS Tariff/Terms and Conditions of Service in effect at the time of shipping, each of which are incorporated herein by reference and which may be subject to change without prior notice.

Customer and UPS agree to maintain the confidentiality of this Agreement including its rates, terms and incentives (“Confidential Information”) unless disclosure is required by law. Customer agrees not to post or publicly display this Confidential Information.

The Incentives will remain in effect for 158 weeks. At the end of the 158 week period, UPS in its sole discretion, reserves the right to extend the terms of this Agreement on a month-to-month basis. Notwithstanding the foregoing, UPS and Customer agree that either party may terminate this Agreement upon 30 calendar days prior written notice.

This offer is void if not accepted by May 14, 2008 (“Deadline”). Customer may accept Agreement by providing a duly signed copy of this Agreement to UPS by the Deadline. This Agreement supersedes all other agreements between the Customer and UPS regarding these Services. This Agreement is hereby signed and executed by authorized representatives of both parties.

UPS

United Parcel Services Inc.

By: /s/ ILLEGIBLE

Title: DIRECTOR, STRATEGIC ACCOUNTS

Address: 8475 PARDEE DRIVE

OAKLAND, CA 94621

Date Signed: 04/25/08

Customer

Chegg, Inc.

By: /s/ Osman Rashid

Title: CEO

Address: 4655 Old Ironsides Dr

St 130, Santa Clara, CA 95054

Date Signed: 1/24/08

Effective Date: April 28, 2008

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A

List of Account Numbers

(SP) Chegg MAIN’s UPS accounts identified below shall be included in the Agreement.

The following accounts shall have their activity committed and are eligible for incentives as specified in Addendum B:


ACCOUNT Section 1:	NAME AND ADDRESS	Commodity Tier **

[***]	CHEGG-[*] [*]	[***]

[***]	CHEGG [*] [*]	[***]

[***]	CHEGG -[*]OUTBOUND [*]	[***]

[***]	CHEGG - [*]RETURNS [*]	[***]

[***]	CHEGG OUTBOUND[*] [*]

[***]	CHEGG-[*] [*]	[***]

[***]	[*] [*]	[***]

[***]	UPS-[*]/CHEGG [*]	[***]

[***]	CHEGG-OUTBOUND [***]

[***]	[*] [*]

[***]	[*] [*]

[***]	[*] [*]	[***]

[***]	CHEGG OUTBOUND [***]	[***]

[***]	CHEGG - OUTBOUND/[*] [*]	[***]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A- Page 1 of 57


ACCOUNT	NAME AND ADDRESS	Commodity Tier **

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG [***]

[***]	CHEGG [***]

[***]	CHEGG – OUTBOUND [***]

[***]	CHEGG [***]

[***]	CHEGG [***]

[***]	CHEGG [***]

[***]	CHEGG - OUTBOUND/[*] [*]

[***]	CHEGG - OUTBOUND/[*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG-[*] [*]

[***]	CHEGG- [*] [*]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A- Page 2 of 57


ACCOUNT	NAME AND ADDRESS	Commodity Tier **

[***]	CHEGG- [*] [*]

[***]	CHEGG-[*] [*]

[***]	CHEGG-[*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A- Page 3 of 57


ACCOUNT	NAME AND ADDRESS	Commodity Tier **

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG- [*] [*]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A- Page 4 of 57


ACCOUNT	NAME AND ADDRESS	Commodity Tier **

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG OUTBOUND/[*] [*]	[***]

[***]	CHEGG OUTBOUND/[*] [*]	[***]

[***]	CHEGG OUTBOUND/[*] [*]	[***]

[***]	CHEGG OUTBOUND/[*] [*]	[***]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG – [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG - OUTBOUND/[*] [*]	[***]

[***]	CHEGG - OUTBOUND/[*] [*]	[***]

[***]	CHEGG - OUTBOUND/[*] [*]	[***]

[***]	CHEGG - [*] [*]	[***]

[***]	CHEGG – [*] [*]	[***]

[***]	CHEGG - [*] [*]	[***]

[***]	CHEGG- [*] [*]

[***]	CHEGG [***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A- Page 5 of 57


ACCOUNT	NAME AND ADDRESS	Commodity Tier **

[***]	CHEGG- [*] [*]

[***]	CHEGG, INC. [***]	[***]

[***]	CHEGG [***]	[***]

[***]	CHEGG [***]	[***]

[***]	CHEGG-[*] [*]

[***]	CHEGG - [*] [*]

[***]	CHEGG- [*] [*]

[***]	CHEGG – OUTBOUND [***]	[***]

[***]	CHEGG – [*] [*]	[***]

[***]	CHEGG – [*] [*]	[***]

[***]	CHEGG - [*] RETURNS [*]	[***]

[***]	CHEGG - [*] OUTBOUND [*]	[***]

[***]	[*] [*]

[***]	CHEGG-MARKETING DEPARTMENT [***]

[***]	CHEGG-[*] [*]

[***]	CHEGG - [*] OUTBOUND [*]	[***]

[***]	CHEGG - [*] OUTBOUND [*]	[***]

[***]	CHEGG – OUTBOUND [***]	[***]

[***]	CHEGG - OUTBOUND [*] [*]	[***]

[***]	CHEGG OUTBOUND/[*] [*]	[***]

[***]	CHEGG-[*] [*]

*	If there is an account number for the same service included in another UPS agreement, such account number will be deemed deleted from such other agreement as of the effective date.

The commodity tier displayed is for Hundredweight outbound [***]. For other Hundredweight Billing Options (third party, freight collect and consignee billing) please refer to the Hundredweight Service Contract Agreement. UPS Hundredweight rates and incentives will only apply to UPS accounts with an active Hundredweight Tier (01-07). The stated commodity tier set forth in this Addendum supersedes the commodity tier set forth in any existing Hundredweight Service Contract Agreement between the parties.

UPS Hundredweight rates and incentives will only apply to UPS accounts with an active Hundredweight Tier (01-07).

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A- Page 6 of 57

Addendum B

Incentives

All incentives contained in this Addendum B apply to the effective UPS rate at the time of shipment and shall be applied on a [***] basis unless otherwise specified. ¹

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied.

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied.

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied.

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied.

[***] - Incentives Off Effective Rates – [***]


[***]		[*] - Y2(Remainder)**

Each eligible package will receive the rate as set forth for this service in the attached applicable chart. Incentives effective from [***] to [***]. Commitment levels for [***] are at least [***] in base transportation charges per [***].

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[]*		[***] - Y3

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 7 of 57


[***]		[***] - Y4

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[***]		[*] - Y2 (Remainder)**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[***]		[*] - Y3**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[***]		[] - Y4*

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 8 of 57


[]*		[*] -Y2**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[]*		[*] -Y3**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[]*		[*] -Y4**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[]*		[*] -Y2**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 9 of 57


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[]*		[*] - Y3**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]


[]*		[*] -Y4**

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].


Service	Minimum Per	Zone	Minimum Net Package Charge ($)
[***]	[***]	[***]	[***]

[***]

Each eligible package will receive an incentive per the following schedule based on a [***] rolling average of eligible packages tendered to UPS. The band determination is based on the average [***] charges per [***] (excluding accessorials and surcharges, unless otherwise specified). The incentives will be administered on a [***] basis.


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Average [***] charges per [***] will be based on the most recent [***] (once [***] have been accumulated) excluding the current [***]. Average [***] charges per [***] is defined as the [***] charges per [***] from all eligible and committed services for the given time period divided by the number of [***] in the time period.

The commitment levels are at least [***] in base transportation charges per [***].

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.


[***] - Rates specified below		[***] - Y2

Weight

(lbs)

Rate

Rate Type

[***]

Rate

Incentives effective from [***] to [***].

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 10 of 57


[] - Incentives Off Effective Rates – []		[] - Y2 (Remainder)*

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied. Incentives effective from [***] to [***].


[] - Incentives Off Effective Rates – []		[] - Y3*

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied. Incentives effective from [***] to [***].


[] - Rates specified below*		[] - Y3*

Weight

(lbs)

Rate

Rate Type

[***]

Rate

Incentives effective from [***] to [***].


[] - Incentives Off Effective Rates – []		[] - Y4*

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied. Incentives effective from [***] to [***].


[] - Rates specified below*		[] - Y4*

Weight

(lbs)

Rate

Rate Type

[***]

Rate

Incentives effective from [***] to [***].

[***] - Incentives Off Effective Rates

Weight

Zones

(lbs)

[***]

1-10

[***]

11-20

[***]

21-150

[***]

151 and up

[***]

Commitment levels for [***] are at least [***] in base transportation charges per [***].

[***]


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Average [***] charges per [***] will be based on the most recent [***] (once [***] have been accumulated) excluding the current [***]. Average [***] charges per [***] is defined as the [***] charges per [***] from all eligible and committed services for the given time period divided by the number of [***] in the time period.

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 11 of 57


Service	Minimum Per	Zone	Base Rate	Adjustment ($)
[***]	[***]	[***]	[***]	[***]

[***] - Incentives Off Effective Rates

Weight

Zones

(lbs)

[***]

1-10

[***]

11-20

[***]

21-150

[***]

151 and up

[***]

Commitment levels for [***] are at least [***] in base transportation charges per [***].

[***]


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.


Service	Minimum Per	Zone	Base Rate	Adjustment ($)
[***]	[***]	[***]	[***]	[***]

[***]

Each eligible package will receive an incentive per the following schedule based on a [***] rolling average of eligible packages tendered to UPS. The band determination is based on the average [***] charges per [***] (excluding accesorials and surchages, unless otherwise specified). The incentives will be administered on a [***] basis.


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The commitment levels are at least [***] in base transportation charges per [***].

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 12 of 57

[***] - Incentives Off Effective Rates

Weight

Zones

(lbs)

[***]

1 - 10

[***]

11 - 20

[***]

21 - 150

[***]

151 and up

[***]

Commitment levels for [***] are at least [***] in base transportation charges per [***].

[***]


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.


Service	Minimum Per	Zone	Base Rate	Adjustment ($)
[***]	[***]	[***]	[***]	[***]

[***]


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The commitment levels are at least [***] in base transportation charges per [***].

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.


Service	Minimum Per	Zone	Base Rate	Adjustment ($)
[***]	[***]	[***]	[***]	[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 13 of 57

[***] - Incentives Off Effective Rates

Weight

(lbs)

Zones

[***]

1-10

[***]

11-20

[***]

21-150

[***]

151 and up

[***]

Commitment levels for [***] are at least [***] in base transportation charges per [***].

[***]


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.


Service	Minimum Per	Zone	Base Rate	Adjustment ($)
[***]	[***]	[***]	[***]	[***]

[***]


Zone	Bands ($)
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The commitment levels are at least [***] in base transportation charges per [***].

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 14 of 57


Service	Minimum Per	Zone	Base Rate	Adjustment ($)
[***]	[***]	[***]	[***]	[***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied.

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

Portfolio Tier Incentive


Service(s)	[] Charges Bands - ($)*
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 15 of 57

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.


Service	Minimum Per	Zone	Base Rate	Adjustment
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portfolio Tier Incentive


Service(s)	[] Charges Bands - ($)*
	[]*	[]*	[]*	[]*	[]*
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Portfolio Tier Incentive

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 16 of 57


Service(s)	[] Charges Bands - ($)*
	[]*	[]*	[]*	[]*	[]*
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.


Service	Minimum Per	Zone	Base Rate	Adjustment
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Portfolio Tier Incentive

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 17 of 57


Service(s)	[] Charges Bands - ($)*
	[]*	[]*	[]*	[]*	[]*
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge. When applicable, Minimum net shipment charge is calculated by deducting the applicable amount (by zone) in the table below from the published list rate for the respective service.

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 18 of 57

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

(Continued)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

(Continued)

[***]


Service: [] - Adjustment to the []
Rate Per Shipment Per Zone ($)
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

Portfolio Tier Incentive


Service(s)	[] Charges Bands - ($)*
	[]*	[]*	[]*	[]*	[]*
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]


Service(s)***	[] Charges Bands - ($)*
	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 19 of 57

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***]of the Committed Services section at the end of the Addendum B.

Minimum Net Charge

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

(Continued)

[***]

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

[***]

(Continued)

[***]


Service: []- Adjustment to*
the [] Rate Per Shipment Per Zone ($)*
[***]	[***]	[***]
[***]	[***]	[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 20 of 57


Accessorials		Incentives
[***]		[***] Off Effective Rates
[***]		[***] Off Effective Rates

Committed Services:

All Small Package Freight: Domestic and Export transportation charges from the following: [***] will be used to determine the customer’s incentive levels: [***].

All International Import: Import transportation charges from the following: [***] will be used to determine the customer’s incentive levels: [***]

All UPS Ground with Freight Pricing: The following service(s) will be used to determine the band of the customer: [***]

Notes:

Incentives are based on and derived from the most recently published Daily Rates and adjusted periodically pursuant to the terms and conditions of the Carrier Agreement. Updated rate charts will be made available to Customer in January of subsequent contract years by contacting your UPS account executive.

^[***]

Includes all available billing options and return services with the exception of [***] services. Please refer to the UPS Tariff/Terms and Conditions for additional information on available billing options.

^[***]

The incentives will be extended to [***] where applicable for the zones listed.

^[***]

The incentives will be extended to [***] where applicable for the zones listed.

^[***]

Undeliverable Packages will be returned as specified in the UPS Terms and Conditions. Any incentives in effect at the time of shipment for the service in which an undeliverable package is shipped will be applied to the undeliverable package.

^[***]

The incentives will be extended to [***] where applicable for the zones listed.

^[***]

The incentives will be extended to [***] where applicable for the zones listed.

*	[*] is committed based on net [*] charges.

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 21 of 57

Incentives effective from [***] to [***].

Weight

[***] -

Y2(Remainder)

Not To

Zones ($)

Exceed

[***]

1 lb

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 22 of 57

Weight

[***] -

Y2(Remainder)

Not To

Zones ($)

Exceed

[***]

100

[***]

101

[***]

102

[***]

103

[***]

104

[***]

105

[***]

106

[***]

107

[***]

108

[***]

109

[***]

110

[***]

111

[***]

112

[***]

113

[***]

114

[***]

115

[***]

116

[***]

117

[***]

118

[***]

119

[***]

120

[***]

121

[***]

122

[***]

123

[***]

124

[***]

125

[***]

126

[***]

127

[***]

128

[***]

129

[***]

130

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 23 of 57

Weight

[***] -

Y2(Remainder)

Not To

Zones ($)

Exceed

[***]

131

[***]

132

[***]

133

[***]

134

[***]

135

[***]

136

[***]

137

[***]

138

[***]

139

[***]

140

[***]

141

[***]

142

[***]

143

[***]

144

[***]

145

[***]

146

[***]

147

[***]

148

[***]

149

[***]

150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 24 of 57

Incentives effective from [***] to [***].

Weight

[***] - Y3

Not To

Zones ($)

Exceed

[***]

1lb

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 25 of 57

Weight

[***] - Y3

Not To

Zones ($)

Exceed

[***]

100

[***]

101

[***]

102

[***]

103

[***]

104

[***]

105

[***]

106

[***]

107

[***]

108

[***]

109

[***]

110

[***]

111

[***]

112

[***]

113

[***]

114

[***]

115

[***]

116

[***]

117

[***]

118

[***]

119

[***]

120

[***]

121

[***]

122

[***]

123

[***]

124

[***]

125

[***]

126

[***]

127

[***]

128

[***]

129

[***]

130

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 26 of 57

Weight

[***] - Y3

Not To

Zones ($)

Exceed

[***]

131

[***]

132

[***]

133

[***]

134

[***]

135

[***]

136

[***]

137

[***]

138

[***]

139

[***]

140

[***]

141

[***]

142

[***]

143

[***]

144

[***]

145

[***]

146

[***]

147

[***]

148

[***]

149

[***]

150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 27 of 57

Incentives effective from [***] to [***].

Weight

[***] - Y4

Not To

Zones ($)

Exceed

[***]

1lb

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 28 of 57

Weight

[***] - Y4

Not To

Zones ($)

Exceed

[***]

100

[***]

101

[***]

102

[***]

103

[***]

104

[***]

105

[***]

106

[***]

107

[***]

108

[***]

109

[***]

110

[***]

111

[***]

112

[***]

113

[***]

114

[***]

115

[***]

116

[***]

117

[***]

118

[***]

119

[***]

120

[***]

121

[***]

122

[***]

123

[***]

124

[***]

125

[***]

126

[***]

127

[***]

128

[***]

129

[***]

130

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 29 of 57

Weight

[***] - Y4

Not To

Zones ($)

Exceed

[***]

131

[***]

132

[***]

133

[***]

134

[***]

135

[***]

136

[***]

137

[***]

138

[***]

139

[***]

140

[***]

141

[***]

142

[***]

143

[***]

144

[***]

145

[***]

146

[***]

147

[***]

148

[***]

149

[***]

150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 30 of 57

Incentives effective from [***] to [***].

Weight

[***] - Y2

(Remainder)

Not To

Zones ($)

Exceed

[***]

1 lb

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 31 of 57

Weight

[***] - Y2

(Remainder)

Not To

Zones ($)

Exceed

[***]

100

[***]

101

[***]

102

[***]

103

[***]

104

[***]

105

[***]

106

[***]

107

[***]

108

[***]

109

[***]

110

[***]

111

[***]

112

[***]

113

[***]

114

[***]

115

[***]

116

[***]

117

[***]

118

[***]

119

[***]

120

[***]

121

[***]

122

[***]

123

[***]

124

[***]

125

[***]

126

[***]

127

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 32 of 57

Weight

[***] - Y2

(Remainder)

Not To

Zones ($)

Exceed

[***]

128

[***]

129

[***]

130

[***]

131

[***]

132

[***]

133

[***]

134

[***]

135

[***]

136

[***]

137

[***]

138

[***]

139

[***]

140

[***]

141

[***]

142

[***]

143

[***]

144

[***]

145

[***]

146

[***]

147

[***]

148

[***]

149

[***]

150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 33 of 57

Incentives effective from [***] to [***].

Weight

[***] - Y3

Not To

Zones ($)

Exceed

[***]

1lb

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 34 of 57

Weight

[***] - Y3

Not To

Zones ($)

Exceed

[***]

100

[***]

101

[***]

102

[***]

103

[***]

104

[***]

105

[***]

106

[***]

107

[***]

108

[***]

109

[***]

110

[***]

111

[***]

112

[***]

113

[***]

114

[***]

115

[***]

116

[***]

117

[***]

118

[***]

119

[***]

120

[***]

121

[***]

122

[***]

123

[***]

124

[***]

125

[***]

126

[***]

127

[***]

128

[***]

129

[***]

130

[***]

131

[***]

132

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 35 of 57

Weight

[***] - Y3

Not To

Zones ($)

Exceed

[***]

133

[***]

134

[***]

135

[***]

136

[***]

137

[***]

138

[***]

139

[***]

140

[***]

141

[***]

142

[***]

143

[***]

144

[***]

145

[***]

146

[***]

147

[***]

148

[***]

149

[***]

150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 36 of 57

Incentives effective from [***] to [***].

Weight

[***] - Y4

Not To

Zones ($)

Exceed

[***]

1lb

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 37 of 57

Weight

[***] - Y4

Not To

Zones ($)

Exceed

[***]

100

[***]

101

[***]

102

[***]

103

[***]

104

[***]

105

[***]

106

[***]

107

[***]

108

[***]

109

[***]

110

[***]

111

[***]

112

[***]

113

[***]

114

[***]

115

[***]

116

[***]

117

[***]

118

[***]

119

[***]

120

[***]

121

[***]

122

[***]

123

[***]

124

[***]

125

[***]

126

[***]

127

[***]

128

[***]

129

[***]

130

[***]

131

[***]

132

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 38 of 57

Weight

[***] - Y4

Not To

Zones ($)

Exceed

[***]

133

[***]

134

[***]

135

[***]

136

[***]

137

[***]

138

[***]

139

[***]

140

[***]

141

[***]

142

[***]

143

[***]

144

[***]

145

[***]

146

[***]

147

[***]

148

[***]

149

[***]

150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 39 of 57

Incentives effective from [***] to [***].

Weight

[***] -Y2

Not To

Zones ($)

Exceed

[***]

1 lb

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 40 of 57

Weight

[***] -Y2

Not To

Zones ($)

Exceed

[***]

100

[***]

101

[***]

102

[***]

103

[***]

104

[***]

105

[***]

106

[***]

107

[***]

108

[***]

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***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 41 of 57

Weight

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For weights higher than those listed above, the following incentives and/or rates will apply.

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Zones ($)

(lbs)

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***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 42 of 57

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Addendum B- Page 43 of 57

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***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 45 of 57

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Addendum B- Page 46 of 57

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Addendum B- Page 47 of 57

Weight

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For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 48 of 57

Incentives effective from [***] to [***].

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***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 49 of 57

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For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 51 of 57

Incentives effective from [***] to [***].

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Addendum B- Page 52 of 57

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Addendum B- Page 53 of 57

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For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

Zones ($)

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 54 of 57

Incentives effective from [***] to [***].

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Addendum B- Page 55 of 57

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Rates per LB

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 57 of 57

ADDENDUM TO

CHEGG, INC.

INCENTIVE PROGRAM

CARRIER AGREEMENT

Chegg, Inc., including all of its subsidiaries, (Customer) and United Parcel Service, Inc., an Ohio corporation, (“UPS”) hereby agree that the UPS Incentive Program Carrier Agreement, effective April 28, 2008, is amended as follows:

1. With respect to [***] deliveries billed via [***], UPS agrees to the following discounts off list rates in effect at the time of shipping.

[***]

Weight (lbs) /
Zone

[***]

1 — 10

[***]

11 — 20

[***]

21 — 150

[***]

151 — or more

[***]


[***] Minimum Net Package Charge:		Zone [*], [] minus [**]

2. With respect to [***] deliveries billed via [***], UPS agrees to the following discounts off list rates in effect at the time of shipping.

[***]

Weight (lbs) /
Zone

[***]

1 — 10

[***]

11 — 20

[***]

21 — 150

[***]

151 — or more

[***]

*[***] Surcharge also applies.


[***] Minimum Net Package Charge:		Zone [*], [] minus [**]

3. With respect to [***] for [***] deliveries, UPS agrees to apply a [***] discount off the list rate in effect at the time of shipping.

4. With respect to the Portfolio Tier Incentive, Customer’s discounts are deleted in their entirety and replaced with the following.


	Gross Weekly Revenue Bands
	[***]	[***]	[***]	[***]	[***]
Service(s)	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
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***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


[***]	[***]	[***]	[***]	[***]	[***]
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^[***]

- The incentives shall also be extended to [***]

^[***]

- The incentives shall also be extended to [***]

^[***]

- The incentives shall also be extended to [***]

^[***]

- The incentives shall also be extended to [***]

^[***]

- The incentives shall also be extended to [***]

^[***]

- Includes all available [***] and [***] with the exception of [***]

*	- Discounts do not apply to [***] shipments

5. With respect to [***] deliveries billed via [***], UPS acknowledges that Customer will have two separate Peak Periods as part of its normal business operations. Customer agrees to notify UPS in writing, at least thirty (30) days in advance when each Peak Period should commence. Customer and UPS agree that Peak Periods will last a total of [***] during [***] Peak Period and [***] during [***] Peak Period. Customer and UPS agree to negotiate in good faith any extensions or reductions to the length of Peak Periods.

6.	With respect to [*] deliveries billed via [*], UPS agrees to apply net rates as follows:

Peak Periods – Custom net transportation rate charts will equal the net rates for [***] deliveries in effect at the time of shipping.

Non-Peak Periods – Custom net transportation rate charts will equal the net rates for [***] deliveries in effect at the time of shipping, plus [***].

7.	With respect to [*] deliveries billed via [*], UPS agrees to apply net rates as follows:

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Peak Periods – Custom net transportation rate charts will equal the net rates for [***] deliveries in effect at the time of shipping. The [***] for [***] will match the corresponding [***] at the time of shipping.

Non-Peak Periods — Custom net transportation rate charts will equal the net rates for [***] deliveries in effect at the time of shipping plus [***]. The Residential Surcharge for [***] will match the corresponding [***] at the time of shipping.

8. With respect to [***] billing for [***] packages, rates for Non-Peak Periods as described in Items 6 and 7 above will apply [***] for the life of the Agreement.

9. With respect to [***] for [***] packages billed via [***] during Peak Weeks, the [***] index will be applied to calculate the appropriate surcharge.

10. With respect to [***] for all services and destinations, Customer’s discounts are hereby deleted from the Agreement.

11. Minimum Commitment Fee. In consideration of the rates and discounts provided to Customer under the Agreement, Customer agrees to designate UPS as Customer’s primary carrier of choice throughout the life of the Agreement, and to tender to UPS a minimum volume of shipments to achieve no less than [***] in net transportation charges during each calendar year (“Minimum Commitment”), unless Customer’s shipping volume declines due to conditions outside Customer’s control. If UPS determines that Customer has failed to meet the Minimum Commitment during any calendar year, UPS reserves the right to assess a charge in the amount of [***]. The Minimum Commitment Fee will not be assessed more than once under this Agreement. If an Early Termination Fee is assessed under the terms of the Agreement, no Minimum Commitment Fee will be assessed.

12. Early Termination Fee. If Customer terminates the Agreement prior to its expiration, UPS reserves the right to assess an Early Termination Fee in the amount of [***] of the total payments made to UPS during the [***] immediately preceding termination. If a Minimum Commitment Fee is assessed under the terms of the Agreement, no Early Termination Fee will be assessed.

13. Customer and UPS agree to extend the Agreement for one hundred fifty-six (156) weeks from the Addendum Effective Date.

It is further agreed that except as amended hereby, the Agreement shall remain in full force and effect.

This Agreement shall be considered withdrawn if not signed by both parties on or before October 18, 2012.


(Customer)	CHEGG, INC.	(UPS)	UNITED PARCEL SERVICE, INC.

By:	/s/ Tom Dillon	By:	/s/ ILLEGIBLE
	(An Authorized Representative)		(An Authorized Representative)

Title:	SVP Distribution	Title:	Director Enterprise Accts

Address:	2350 Mission C Blvd	Address	1250 Shore
	Santa Clara, CA		West Sacramento 95691

Date Signed:	9-27-2012	Date Signed:	9-27-2012

Effective Date: 10-12-12

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

ADDENDUM TO

CHEGG, INC.

INCENTIVE PROGRAM

CARRIER AGREEMENT

for UPS Returns^® Flexible Access Service

This Addendum for UPS Return^® Flexible Access Service is attached to and made a part of the UPS Incentive Program Agreement, dated April 28, 2008, between Chegg, Inc. (“Customer”) and United Parcel Service, Inc. (“UPS”) (the “Incentive Agreement”). This Addendum, including its Attachment A and B, each of which are incorporated herein by this reference (collectively “the Addendum”) sets forth the terms and conditions under which Customer shall use and UPS shall provide UPS Returns^® Flexible Access Service.

1.	UPS Returns^® Flexible Access Service Description.

1.1

UPS Returns Flexible Access is a domestic UPS Ground Returns Service that allows Customer’s packages to be tendered by Customer’s end-users to either UPS or the U.S. Postal Service (“USPS”) for return transportation (“the Service”).

1.2

Returns may be tendered through the following channels:

1.2.1

A UPS channel which includes a UPS Drop box, a UPS driver, The UPS Store, a UPS Customer Center, or Authorized UPS Shipping Outlet.

1.2.2

A USPS channel which includes a USPS collection box (including private mailbox), Post Office, Postal Carrier, Authorized Postal Service outlet, or by scheduling an online pick-up request to the Postal Service via its online carrier pickup service at usps.com.

1.3

A special UPS Returns Flexible Access label, which is readable by the USPS and identifies packages for the Service, must be applied to each package subject to the Service.

1.4

Customer must generate a UPS Returns Flexible Access label through a UPS-approved automated shipping system to receive the Service.

2.	Service Terms.

2.1

The following terms of service apply solely to packages transported under this Addendum and do not apply to packages transported under the Incentive Agreement or any other agreement between Customer and UPS.

2.2

The Service shall be provided for packages tendered to authorized UPS or USPS channels in the 50 United States (including Hawaii and Alaska), and Puerto Rico.

2.3

UPS Returns Flexible Access is not available to return destinations in Puerto Rico.

2.4

This Addendum applies only to the account numbers and Return Facility Addresses set forth on Attachment A. Return Facility Addresses may be added or deleted from this Addendum by written agreement of the parties.

2.5

All packages tendered for Service shall be packaged and labeled according to Procedure and Labeling requirements of UPS Returns Flexible Access service. Customer shall ensure that its end-users tendering package to UPS or USPS comply with the Procedure and Labeling requirements set forth herein.


UPS RETURNS^® FLEXIBLE ACCESS
ADDENDUM TO UPS INCENTIVE PROGRAM AGREEMENT			1

2.6

Transportation of packages pursuant to the Service may be provided by UPS, its affiliates, agents and/or third party carriers. Shipments may be transported in whole or in part by USPS, at the sole discretion of UPS.

2.7

Customer must manifest each package using a designated UPS account number to be used for UPS Returns Flexible Access shipments. This account number may not be used with UPS Basic or UPS Basic Plus service.

3.	Size and Weight Limits; Procedure and Labeling Requirements.

3.1

For all packages tendered for Service, Customer and its end users shall comply with the USPS size and weight limitations of maximum package weight of seventy (70) pounds and maximum package combined length and girth of one hundred thirty (130) inches.

3.2

Customer and its end users shall comply with the USPS Domestic Mail Manual in effect at the time of shipping and all applicable USPS rules and regulations for all packages tendered for the Service.

3.3

Customer shall instruct its customers to comply with the following instructions:

“Attached please find your prepaid UPS Returns Flexible Access label that can be used to ship your package with either UPS or the US Postal Service.

1. Ensure there are no other shipping or tracking labels attached to your package.

2. Fold the printed sheet containing the label at the dotted line so that the entire shipping label is visible. DO NOT REMOVE OR MARK ANY PART OF THE LABEL.

3. Securely attach the entire label on a single side of the package. Do not cover the barcode with tape. Do not place label over any seams or closures on the package.

4. Tender your package to either UPS or the United States Postal Service.

UPS locations include UPS drop boxes, UPS driver, The UPS Store^®, UPS customer centers, and authorized retail outlets. Find your closest UPS location at: www.ups.com/dropoff.

Postal Service locations include your own mailbox, your local Post Office^TM or postal collection boxes. You may also schedule a free postal carrier pick up at: https://carrierpickup.usps.com.”

4.	Electronic PLD; Smart Label Requirements.

4.1

Customer shall supply UPS with timely upload of electronic PLD in a form acceptable to UPS.

4.2

Customer shall ensure that that all shipping locations use a UPS Online^® or UPS Online-compatible shipping solution that is approved and authorized by UPS to generate the UPS Returns Flexible Access label. Customer shall generate a smart label UPS Returns Flexible Access label for all packages intended for transportation under the Service.

4.3

Customer also shall follow the UPS Guide to Labeling for each UPS Returns Flexible Access package.

5.	Other Service Restrictions. The following UPS services are not available for packages tendered for UPS Returns Flexible Access:

5.1

International services


UPS RETURNS^® FLEXIBLE ACCESS
ADDENDUM TO UPS INCENTIVE PROGRAM AGREEMENT			2

5.2

Shipments returned to addresses in Puerto Rico

5.3

UPS Next Day Air Early A.M., UPS Next Day Air, UPS Next Day Air Saver, UPS 2nd Day Air A.M., UPS 2nd Day Air, or UPS 3 Day Select.

5.4

Hazardous Materials or Dangerous Goods packages requiring shipping papers

5.5

Packages containing firearms

5.6

COD packages

5.7

Delivery Confirmation

5.8

Delivery Intercept

6.	Rates & Fees; Payment Terms.

6.1

The rates applicable to the Service are set forth shown in Attachment B to this Addendum.

6.2

The rates set forth in Attachment B are subject to increase:

6.2.1

by [***] at the time of each UPS General Rate Increase;

6.2.2

if postage rates paid by UPS to the U.S. Postal Service for handling or transportation of the packages increases at any time during the term of this Addendum or any extension thereof, in which case UPS may increase the rates shown in Attachment B by an amount equal to the U.S. Postal Service increase. Any such increase will be effective as of the date that the U.S. Postal Service increase is put into effect; and The following example is designed for illustrative purposes only:

Assume that Customer ships 10,000 UPS Returns Flexible Access packages and 5,000 (50%) of the packages are tendered to the U.S. Postal Service. If the announced USPS increase is $.10 per package for a one (1) lb. package, Customer would receive an increase of $0.05 per package. The same methodology would be applied to each UPS Returns Flexible Access weight break.

6.2.3

based upon the characteristics or zone distribution of the packages shipped under the UPS Returns Flexible Access service, which change shall be made upon [***] notice to Customer.

6.3

Except as otherwise provided in the Incentive Agreement, upon delivery of such packages to the address the Customer designates, UPS will bill the Customer [***] for those packages returned and delivered, and payment is due within [***] after receipt of the bill. With respect to late payment fee, customer agrees to remit payment to UPS within [***] from receipt or the invoice. As stated in the UPS Tariff in effect at the time of shipping, a late payment fee will be assessed if shippers payment is not received by UPS within [***] of the invoice due date. Accordingly, a late payment fee will apply on invoices where payment is not received within [***] of the invoice date.

6.4

Bill Consignee (Collect Billing) is not available.

7.	Transit Time; Service Guarantee.

7.1

The time and date of delivery for any package tendered for Service is not guaranteed.

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


UPS RETURNS^® FLEXIBLE ACCESS
ADDENDUM TO UPS INCENTIVE PROGRAM AGREEMENT			3

7.2

The UPS Service Guarantee as set forth in the UPS Tariff is not available for packages tendered for UPS Returns Flexible Access service.

7.3

Customer on behalf of itself and its end users, waives any right or claim for damages or liabilities of any kind against UPS, its affiliates, agents, or third party carriers, arising from or relating to delayed delivery of a packages tendered for UPS Returns Flexible Access service.

8.	Term & Termination.

8.1

Term: This Addendum shall commence on the Effective Date and shall be coterminous with the Incentive Agreement, unless earlier terminated pursuant to this section.

8.2

Termination

8.2.1

Either party may terminate this Addendum for any reason at any time upon at least thirty (30) days written notice to the other party. Such termination applies to this Addendum only and shall not have any effect on the Incentive Agreement or any other agreements between Customer and UPS, which shall remain in effect according to their terms.

8.2.2

In addition to the foregoing, UPS shall have the right to terminate this Addendum immediately (i) if Customer fails to comply with any term of this Addendum, or (ii) if the USPS eliminates or changes the terms under which it provides Parcel Return Service for packages tendered pursuant to this Addendum. Termination shall be effective on notice to Customer.

UPS Tariff. Except as otherwise modified by this Addendum, all UPS services are provided pursuant to the terms and conditions of the UPS Rate and Service Guide and UPS Tariff/Terms and Conditions of Service in effect at the time of shipping (“UPS Tariff”), the terms of which are each incorporated herein by this reference. In the event of a conflict between the UPS Tariff and this Addendum, the terms and conditions in this Addendum shall apply.

10.

Confidentiality. Each part shall maintain the Addendum and its terms as confidential, unless disclosure is required by law.

11.

Liability.

11.1

UPS shall not be liable for loss or damage to a package until such time a scan record is created in the UPS TotalTrack system, evidencing UPS’s receipt of the package. UPS shall not be liable for loss or damage to any package tendered for Service for which UPS has no UPS scan record in the UPS TotalTrack system.

11.2

For any claims filed with UPS for loss or damage to a package tendered pursuant to this Addendum, Customer shall provide the tracking number.

11.3

IN NO EVENT SHALL UPS BE LIABLE TO CUSTOMER OR CUSTOMER’S END USERS, WHETHER IN CONTRACT OR IN TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF UPS HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.


UPS RETURNS^® FLEXIBLE ACCESS
ADDENDUM TO UPS INCENTIVE PROGRAM AGREEMENT			4

12. Effective Date. The effective date of this Addendum shall be the date upon which the Addendum is last executed by a party. Notwithstanding the foregoing, this Addendum must be agreed to and executed by Customer no later than October 18, 2012. The terms and rates set forth herein shall be void if not executed by Customer and returned to UPS by such date.

13. Entire Agreement; Amendment; Severability. This Addendum and any agreement referenced herein, constitutes the entire agreement between the parties with respect to the Service, and supersedes all prior communications and understandings (including any Memorandum of Understanding between Customer and UPS for UPS Returns Flexible Access service), whether written or oral, relating to the Service. No change, amendment or modification of this Addendum shall be binding unless in writing and executed by the parties hereto. If any provision of this Addendum is determined to be contrary to law, then the remaining provisions of this Addendum if capable of substantial performance, shall continue in effect.


UPS RETURNS^® FLEXIBLE ACCESS
ADDENDUM TO UPS INCENTIVE PROGRAM AGREEMENT			5


ACKNOWLEDGED AND AGREED TO:

(Customer)		CHEGG, INC.

By:		/s/ Tom Dillon
		(An Authorized Representative)

Title:		SVP Distribution

Address:		2350 Mission College Blvd Santa Clara CA

Dated Signed:		9-27-12


(UPS)		UNITED PARCEL SERVICE, INC.

By:		/s/ ILLEGIBLE
		(An Authorized Representative)

Title:		Director of Enterprise Acct

Address:		1250 Shore West Sac Ca 95691

Dated Signed:		9-27-12
Effective Date:		10-15-12


UPS RETURNS^® FLEXIBLE ACCESS
ADDENDUM TO UPS INCENTIVE PROGRAM AGREEMENT			6

Addendum A

List of Account Numbers

(SP) Chegg RFA [***]’s UPS accounts identified below shall be included in the Agreement.

The following accounts shall have their activity committed and are eligible for incentives as specified in Addendum B:


ACCOUNT		NAME AND ADDRESS
Section 1:
[***]		CHEGG
[***]
[***]		CHEGG
[***]

*	If there is an account number for the same service included in another UPS agreement, such account number will be deemed deleted from such other agreement as of the effective date.

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum A- Page 1 of 10

Addendum B

Incentives

All incentives contained in this Addendum B apply to the effective UPS rate at the time of shipment and shall be applied on a [***] basis unless otherwise specified. ¹


[*] - Return Service**		[***]

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].

Service

Minimum

Per

Zone

Base Rate

Adjustment

($)

[***]

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].

Service

Minimum

Per

Zone

Base Rate

Adjustment

($)

[***]


[*] - Return Service**		[***]

Minimum Net Charge

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge.

Incentives effective from [***] to [***].

Service

Minimum

Per

Zone

Base Rate

Adjustment

($)

[***]

[***] - Incentives Off Effective Rates – [***]

The [***] discount is based on the following published [***] benchmark: [***]

For shipments listed in the current UPS Rate and Service Guide, an incentive of [***] will be applied.


Accessorials		Incentives
[***]		[***] Off Effective Rates
[***]		[***] Off Effective Rates
[***]		[***] Off Effective Rates

The incentives stated above apply for the period [***] through [***].

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 2 of 10


Accessorials		Incentives
[***]		[***] Rate

The incentives stated above apply for the period [***] through [***].


Accessorials		Incentives
[***]		[***] Rate

The incentives stated above apply for the period [***] through [***].


Accessorials		Incentives
[***]		[***] Rate

The incentives stated above apply for the period [***] through [***].

Notes:

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 3 of 10

Weight Not
To Exceed

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Zones

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1 - 1 lb

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 4 of 10

Weight Not
To Exceed

[***]

Zones

[***]

69 - 69

[***]

70 - 70

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Weight Not
To Exceed

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 5 of 10

Weight Not

[***]

To Exceed

Zones

[***]

149 -149

[***]

150 - 150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

Weight Not
To Exceed

[***]

Zones

[***]

1 - 1 lb

[***]

2 - 2

[***]

3 - 3

[***]

4 - 4

[***]

5 - 5

[***]

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[***]

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[***]

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 6 of 10

Weight Not
To Exceed

[***]

Zones

[***]

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[***]

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***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 7 of 10

Weight Not
To Exceed

[***]

Zones

[***]

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[***]

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[***]

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[***]

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[***]

146 - 146

[***]

147 - 147

[***]

148 - 148

[***]

149 - 149

[***]

150 - 150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply

Rates per LB

Weight (lbs)

Zones ($)

[***]

151 and up

[***]

Weight Not
To Exceed

[***]

Zones

[***]

1 - 1 lb

[***]

2 - 2

[***]

3 - 3

[***]

4 - 4

[***]

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[***]

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 8 of 10

Weight Not
To Exceed

[***]

Zones

[***]

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[***]

51 - 51

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[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 9 of 10

Weight Not
To Exceed

[***]

Zones

[***]

125 - 125

[***]

126 - 126

[***]

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[***]

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145 - 145

[***]

146 - 146

[***]

147 - 147

[***]

148 - 148

[***]

149 - 149

[***]

150 - 150

[***]

For weights higher than those listed above, the following incentives and/or rates will apply.

Rates per LB

Weight

(lbs)

Zones ($)

[***]

151 and up

[***]

***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Addendum B- Page 10 of 10