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EXHIBIT 10.4
SUB-SUBLEASE
THIS SUB-SUBLEASE (this "Sub-Sublease") is entered into as of the 1st day of
July, 1998, by and between (i) Trident Microsystems, Inc., a California
Corporation ("Trident"), and (ii) Juniper Networks, Inc. a California
Corporation ("Juniper").
A. Pursuant to that certain Lease dated September 21, 1989 (the "Master
Lease"), by and between Spieker Properties, L.P., a California limited
partnership, Successor-in-Interest to Mountain View Industrial Associates, a
California Partnership ("Master Landlord"), as landlord, and Network Computing
Devices, Inc., a California corporation ("NCD"), as tenant, and the First
Addendum to Lease dated December 2, 1991 between Mountain View Industrial
Associates, a California Partnership ("Master Landlord"), as landlord, and
Network Computing Devices, Inc., a California corporation ("NCD"), as tenant
and the Second Addendum to Lease Dated August 20, 1993 between Mountain View
Industrial Associates, a California Partnership ("Master Landlord"), as
landlord, and Network Computing Devices, Inc., a California corporation
("NCD"), as tenant and the Third Addendum to Lease Dated October 22, 1993
between Mountain View Industrial Associates, a California Partnership ("Master
Landlord"), as landlord, and Network Computing Devices, Inc., a California
corporation ("NCD"), as tenant NCD is leasing from Master Landlord a building
located at 370/380 Bernardo Avenue, Mountain View, California. A copy of the
Master Lease and Addendums 1, 2, and 3 is attached hereto as "Exhibit A" and
incorporated herein by this reference.
B. Pursuant to that certain Sublease Agreement dated October 24, 1995
(the "Sublease"), NCD subleased to Trident the premises covered by the Master
Lease consisting of approximately 27,444 rentable square feet as more
particularly described in the Sublease (the "Subleased Premises"). A copy of
the Sublease is attached hereto as "Exhibit B".
C. Juniper desires to sub-sublease the 27,444 rentable square foot
Premises beginning with a portion of the Subleased premises consisting of
approximately 17,950 rentable square feet from Trident and Trident desires to
sub-sublease a portion of the Subleased Premises to Juniper, on the terms,
covenants and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties contained herein, the parties hereto agree as follows:
1. SUB-SUBLEASE. Trident subleases to Juniper and Juniper hires from
Trident a portion of the Subleased Premises, outlined on "Exhibit C" hereto as
the "Initial Premises". The Initial Premises shall be delivered to Juniper on
the Commencement Date and Juniper by acceptance and delivery thereof,
acknowledges the same to be in good order and repair and in a tenantable
condition, subject to Juniper's rights and Trident's obligations per Paragraph
7 herein.
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2. EXPANSION SPACE. On January 1, 1999 and continuing through June 30, 2000,
Trident subleases to Juniper and Juniper hires from Trident the balance of the
Subleased Premises consisting of approximately 9,494 square feet bringing the
total square footage sub-subleased to 27,444 rentable square feet described on
Exhibit C hereto as the "Expansion Space". Trident may, by giving Juniper sixty
(60) days prior written notice to January 1, 1999, delay delivery of the
Expansion Space up to April 1, 1999. Juniper shall not be liable for rent on
the Expansion Premises until such time as Trident delivers possession of the
Expansion Premises.
3. TERM. The term of this Sub-Sublease shall commence on September 1, 1998
(the "Commencement Date") and shall expire on June 20, 2000, unless sooner
terminated as hereafter provided or as provided in the Master Lease (the
"Term"). Trident may, by giving Juniper written notice by August 1, 1998, delay
delivery of the Initial Premises up to October 1, 1998. Notwithstanding the
foregoing, Juniper agrees that in the event of the failure or inability of
Trident for any reason to deliver possession of the Initial Premises on or
before the Commencement Date:
(i) Trident shall not be liable for any damage caused thereby, (ii) this
Sub-Sublease shall not be void or voidable provided, however, that if Trident
fails to deliver the Initial Premises to Juniper by November 1, 1998 then
Juniper shall have the right, exercisable by written notice to Trident, to
terminate this Sub-Sublease; (iii) Juniper shall not be liable for rent until
such time as Trident delivers possession of the Initial Premises to Juniper;
and (iv) the Term shall not be extended by any such delay. Notwithstanding
anything to the contrary contained herein, if for any reason. Trident fails to
deliver possession of the Expansion Space by April 1, 1999 then the amount of
Base Rent payable under this Sub-Sublease shall be decreased by twenty five
percent (25%). The Term of this Sub-Sublease shall earlier terminate in the
event of the earlier termination for any cause whatsoever of the Sublease or of
the Master Lease.
4. EARLY ACCESS. Provided Juniper does not interfere with Trident's occupancy
of the Subleased Premises, Trident grants Juniper the right to access the
Initial Premises prior to the commencement date in order to prepare the Initial
Premises for Juniper's occupancy. During this early access period Juniper shall
not be obligated to pay base rent or triple net expenses. This same early
access to be granted at a later appropriate date for the Expansion Space.
5. RENT.
(a) BASE RENT. Juniper shall pay to Trident during the Term as base rent for
the Initial Premises the sum of Forty Thousand Three Hundred Eighty Seven
Dollars ($40,387.00) per month, which amount shall be prorated for each
fractional month during the Term. Beginning with the commencement of Expansion
Premises the base rent shall increase to Sixty One Thousand Seven Hundred Forth
Nine Dollars ($61,749.00). The amounts payable pursuant to this Paragraph 5(a)
are hereinafter referred to as "Base Rent". Juniper shall pay to Trident upon
execution of this Sub-Sublease, in addition to the Deposit set forth in Section
5(e) below, the first month's Base Rent in the amount of $40,387.00.
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(b) OTHER EXPENSES. In addition to the above rent Juniper shall be
responsible for its pro-rata share for the Subleased Premises triple net
expenses applicable to the term of this Sub-Sublease, including but not limited
to, real property taxes, fire and extended insurance and common area maintenance
expenses and other expenses set forth in the Master Lease. It is also agreed
that Juniper shall reimburse Trident, on a pro-rata per square foot basis, for
all utility costs from Sub-Sublease commencement until Juniper takes occupancy
of the entire Premises; provided that unless and until the Expansion Space is
delivered to Juniper, Trident shall be responsible for its pro-rata share of
the triple net expenses of the Expansion Space.
(c) PAYMENT. Base Rent and any other charges payable by Juniper to
Trident under this Sub-Sublease shall be paid to Trident at the place set forth
as Trident's address for notices hereunder, or at such other place as Trident
may from time to time designate by notice to Juniper. All such payments shall
be made (i) with respect to Base Rent, on the first day of each calendar month
during the Term of this Sub-Sublease (except that the Base Rent for the first
month of the Term shall be due upon execution of this Sub-Sublease), without
prior notice or demand thereof and without any deductions or offsets
whatsoever; and (ii) with respect to all other payments, five (5) days prior to
the date such payments are due to NCD under the Sublease, or if no regular due
date is specified under the Sublease, as specified in Trident's written notice
to Juniper. All such amounts shall be prorated as appropriate.
(d) LATE PAYMENTS. If any installment of Base Rent or any other amount
due from Juniper under this Sub-Sublease shall not be received by Trident
within five (5) days after the date the same is due and payable, Juniper shall
pay to Trident a late charge equal to six percent (6%) of such unpaid amounts.
Acceptance of such late charges by Trident shall in no event constitute a
waiver of Juniper's default with respect to such overdue amount nor shall such
acceptance prevent Trident from exercising any of the other rights and remedies
granted to Trident hereunder.
(e) DEPOSIT. Upon the execution of this Sub-Sublease, Juniper shall pay
to Trident the sum of Forty Thousand Three Hundred Eighty Seven Dollars
($40,387.00) (the "Deposit") to be held as a non-interest bearing security
deposit for the full and faithful performance of each of Juniper's obligations
under this Sub-Sublease. Upon commencement of the Expansion Premises Juniper
shall pay to Trident Twenty One Thousand Three Hundred Sixty Two Dollars
($21,362.00) bringing the total Deposit to Sixty One Thousand Seven Hundred
Forty Nine Dollars ($61,749.00). In the event Juniper fails to perform or
observe any of the provisions of the Sub-Sublease to be performed or observed
by Juniper, then, at the option of Trident, Trident may apply the Deposit or
any portion thereof as may be necessary to remedy any default in the payment of
rent or otherwise remedy any nonperformance by Juniper, and Juniper shall
forthwith upon demand restore the Deposit to the original amount specified. Any
remaining portion of the Deposit shall be returned to Juniper within thirty
(30) days of the date of termination of this Sub-Sublease, provided that
Juniper shall have vacated the Sub-Subleased Premises in accordance with each
and every term and condition of this Sub-Sublease.
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6. USE. Juniper shall use the Sub-Subleased Premises only for purposes
allowed under the Master Lease and the Sublease and for no other purpose.
Juniper shall not do or suffer anything to be done upon the Sub-Subleased
Premises which will cause injury to the Sub-Subleased Premises. Juniper shall
comply with all federal, state, and local laws, ordinances, regulations and
standards relating to its use of the Sub-Subleased Premises and its use,
storage, sale and disposal of hazardous or toxic substances, as such terms are
defined in any such federal, state, or local law, ordinance, regulation or
standard. Juniper shall not use or bring onto the Sub-Subleased Premises any
hazardous or toxic substance. Juniper shall provide immediate notice to Trident
if a release of any hazardous or toxic substance occurs or will occur within,
on or under the Sub-Subleased Premises (whether by air, water, or other means
of transmission) during Juniper's tenancy of the Sub-Subleased Premises.
Failure to so provide such notice to Trident shall, at Trident's election,
constitute a default under this Sub-Sublease. The Parties hereto shall
indemnify, defend and hold harmless each other from and against any and all
cost, expense (including attorneys' or consultants' fees), damage, liability or
loss incurred in connection with the release, use, storage or disposal of a
hazardous or toxic substance on or about the Sub-Subleased Premises by them, or
their employees, agents, contractors, or invitees.
7. CONDITION OF PREMISES. Prior to the Sub-Sublease commencements,
Trident, at Trident's sole cost and expense, shall deliver the Initial Premises
and the Expansion Premises to Juniper in good condition and repair, including
but not limited to, roof, plumbing, sprinklers, electrical, mechanical systems
and parking lot. If during the initial one hundred twenty (120) days of
Juniper's occupancy of either phase, a problem relative to the condition of the
above mentioned items is discovered, Juniper shall provide Trident with written
notification of said problem and Trident, at Trident's sole cost, shall repair
said problem.
8. TRIDENT'S TENANT IMPROVEMENT WORK.
(a) Prior to Initial Premises commencement, Trident, at Trident's sole
cost and expense, shall perform the following work:
1. Demise the Initial Premises from the Expansion Space;
2. Replace stained or damaged ceiling tiles;
3. Shampoo carpets and clean and wax tile floors; and
4. Remove all items belonging to Trident from the Initial Premises.
(b) Prior to Expansion Space commencement Trident, at Trident's sole cost
and expense, shall perform the following work:
1. Replace stained of damaged ceiling tiles;
2. Shampoo carpets and clean and wax tile floors;
3. Remove all items belonging to Trident from the Expansion Space; and
4. Remove the demising structures that separate the Initial Premises and
the Expansion Space at the time Juniper takes the Expansion Space.
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9. SUB-SUBLEASE SUBJECT TO MASTER LEASE/SUBLEASE. This Sub-Sublease shall
be subject to all of the terms and conditions of the Sublease with the
exception of those items excluded pursuant to Paragraph 10(a) below, and from
and after the Commencement Date Juniper covenants to perform all of the
obligations of "Sublessee" with regard to the Sub-Subleased Premises under the
Sublease accruing or required to be performed from and after the Commencement
Date, to the extent said terms and conditions are consistent with the
provisions of this Sub-Sublease, and only except as otherwise limited by
Paragraph 10(a) below. Trident shall be responsible for all of the obligations
of "Sublessee" under the Sublease accruing or required to be performed prior to
the Commencement Date. This Sub-Sublease shall be subject to all the terms and
conditions of the Master Lease with the exception of those items excluded
pursuant to Paragraph 10(a). By agreeing to perform the duties of "Sublessee"
with regard to the Sub-Subleased Premises, Jupiter also is agreeing for the
benefit of Trident, during the term of this Sub-Sublease to perform all the
obligations of Trident with regard to the Sub-Subleased Premises under the
Master Lease (which obligations Trident has assumed pursuant to Paragraph 2.1
of the Sublease).
10. INCORPORATION OF SUBLEASE.
(a) EXCLUSIONS. Except as otherwise provided in this Sub-Sublease, all of
the terms and conditions of the Sublease are incorporated herein as terms and
conditions of this Sub-Sublease, with references therein to "Sublessor" and
"Sublessee" to be deemed to mean and refer to, respectively, Trident and
Juniper herein, and with references therein to "Sublease" to mean this
Sub-Sublease, and along with the sections and paragraphs set out in this
Sub-Sublease, shall be the complete terms and conditions of this Sub-Sublease;
provided, however, (i) the following paragraphs of the Sublease are not
incorporated herein: 3.1, 3.2, 3.4, 5 & 7 for the purposes of incorporation the
terms and provisions of the Master Lease and the Sublease into this
Sub-Sublease, the following Master Lease provisions are hereby amended as
follows (references are to paragraphs in the Master Lease):
Master Lessor, NCD and Trident shall be named as additional insured on
the liability insurance.
The three day cure period provided for any monetary default is reduced
to two (2) days. The thirty (30) day cure period provided for any
non-monetary default is reduced to twenty-five (25) days.
The addresses for notices shall be set out on the signature page
hereto.
(b) RECOURSE TO MASTER LANDLORD. Notwithstanding Paragraph 8(a) & 8(b)
hereof, it is understood and agreed that Trident shall have no obligation or
responsibility to provide or perform any service, maintenance utility, repair,
alteration or other similar obligation which is the obligation of Master
Landlord or NCD to provide or perform pursuant to the terms of the Master Lease
or Sublease. If Juniper shall notify Trident that Master Landlord or NCD is not
supplying services to the Subleased Premises as required under the Master Lease
or Sublease, Trident will promptly request Master Landlord or NCD, as
appropriate, to perform such services. Trident shall in no event be liable to
Juniper nor shall Juniper's obligations under this Sub-Sublease be impaired or
reduced or the performance thereof excused because of any failure or delay on
Master Landlord's or
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NCD's part in providing any such services or in making any repairs or
alterations, or in performing or observing any similar obligation Master
Landlord under the Master Lease or NCD under the Sublease. IF NCD shall default
in its obligation to provide services or make repairs as required under the
Sublease to the Subleased Premises, Trident at Juniper's request shall exercise
reasonable efforts to enforce Trident's rights against NCD (or to cause NCD to
enforce its rights against Master Landlord with respect to such service or
repairs) but Trident shall have no obligation to bring any legal action or
proceeding against NCD. Notwithstanding the foregoing, (i) if as a result of
NCD's or Master Landlord's failure to provide services or make repairs as
required under the Sublease Juniper's use of the Subleased Premises is
materially and adversely affected for a period of thirty (30) or more days, and
(ii) if Trident fails to bring a legal action against NCD for such failure
within ten (10) days after Juniper's written request to do so; then Juniper may
elect to terminate this Sub-Sublease provided it provides Trident with written
notice of such termination within thirty (30) days after the later to occur of
(i) and (ii) above.
(c) JUNIPER HAS READ MASTER LEASE AND SUBLEASE. Juniper hereby
acknowledges that it has read and is familiar with the terms of the Master
Lease and Sublease, and agrees that this Sub-Sublease is subordinate and subject
to the Master Lease and Sublease.
11. ASSIGNMENT AND SUBLETTING. Juniper shall not sublet the Sub-Subleased
Premises or assign this Sub-Sublease without the prior written consent of Master
Landlord and NCD, to the extent such consent is required under the Master Lease
or Sublease. Juniper shall not sublet the Subleased Premises or assign this
Sub-Sublease without the prior written consent of Trident, which shall not be
unreasonably withheld. In the event of sublease profit, the profit would first
go to cover all costs (including, but not limited to, tenant improvement work,
legal fees, real estate commissions and advertising fees) then shall be split
50/50 between Trident and Juniper, or per the terms of the Master Lease.
12. REAL ESTATE BROKERS. Upon execution of this Sub-Sublease, Trident
shall pay Colliers Parrish International, Inc. a licensed Real Estate broker,
fees set forth in a separate agreement.
13. MISCELLANEOUS.
(a) Notices. All notices or demands of any kind required or desired to be
given by Trident to Juniper or Juniper to Trident hereunder shall be in writing
and shall be sent by hand delivery or by a nationally recognized courier
service, in which event they shall be deemed given when the same are received,
or by depositing such notices or demands in the United States mail, certified
or registered, postage prepaid, return receipt requested (unless return receipt
indicates not delivered), in which event it shall be deemed give seventy-two
(72) hours after such deposit. All notices or demands shall be addressed to
Trident or Juniper, as the case may be, at the address set forth after the
signatures to this Sub-Sublease.
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(b) ENTIRE AGREEMENT. This Sub-Sublease represents the entire agreement
between the parties to this Sub-Sublease and supersedes all prior agreements
between the parties, whether written or oral. There are no representations
between Trident and Juniper other than those contained in this Sub-Sublease. Any
agreement hereafter made shall be ineffective to change, modify, waive or
discharge this Sub-Sublease in whole or in part unless such agreement is in
writing and signed by the party against whom enforcement of the change,
modification, waiver or discharge is sought.
(c) SUCCESSORS AND ASSIGNS. The terms, covenants and conditions contained
in this Sub-Sublease shall, subject to the provisions of this Sub-Sublease
relating to assignment and subletting, apply to, be binding upon and inure to
the benefit of the heirs, successors and assigns of the parties hereto.
(d) WAIVERS. No delay or omission in the exercise of any right or remedy of
Trident upon any default by Juniper shall impair such right or remedy or be
construed as a waiver of such default. The receipt and acceptance by Trident of
delinquent rents or charges, or the acceptance of partial payments of such rents
or charges, shall not constitute a waiver of any other default. No act or
conduct of Trident, including, without limitation, the acceptance of keys to the
Subleased Premises, shall constitute an acceptance of the surrender of the
Subleased Premises by Juniper before the expiration of or sooner termination of
the Term. Only a written notice from Trident to Juniper shall constitute
acceptance of the surrender of the Subleased Premises and accomplish a
termination of this Sub-Sublease.
(e) TIME OF ESSENCE. Time is of the essence of this Sub-Sublease.
(f) ATTORNEY'S FEES. If any party commences an action against the other
party arising out of or in connection with this Sub-Sublease, the prevailing
party shall be entitled to recover from the nonprevailing party the cost and
expenses of such action, including reasonable attorneys' fees and court costs.
The "prevailing party" will be determined by the court before whom the action
was brought based upon the assessment of which party's major arguments or
positions taken in the suit or proceeding could fairly be said to have prevailed
over the other party's major arguments or positions on major disputed issues in
the court's decision.
(g) COUNTERPARTS. This Sub-Sublease may be executed in counterparts, each
of which shall constitute an original and shall be binding upon all parties,
their successors and permitted assigns.
14. SURRENDER. Juniper's obligation with regard to the surrender of the
Sub-Subleased Premises shall be deemed satisfied so long as Juniper surrenders
possession of the Sub-Subleased Premises in the same condition as it receives
them, reasonable wear and tear and damage caused by casualty excepted.
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15. SIGNAGE. Juniper may replace all of Trident's existing signage with its
own signage, the design of which shall be subject to prior approval of Trident
and Spieker Properties.
16. CONDITION PRECEDENT. Notwithstanding Paragraph 3 hereof, the
Commencement Date of this Sub-Sublease shall not occur until the Master Landlord
and NCD have consented to this Sub-Sublease in writing. In the event that such
consents are not obtained within sixty (60) days after the execution of this
Sub-Sublease, Juniper, at Juniper's sole volition, may terminate this
Sub-Sublease, and this Sub-Sublease shall have no further force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Sub-Sublease as of the
date first above written.
JUNIPER NETWORKS, INC. TRIDENT MICROSYSTEMS, INC.
BY: /s/ Marcel Gani By: /s/ [SIGNATURE ILLEGIBLE]
------------------------- -------------------------
Title: CFO Title: CEO
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Date: July 1, 1998 Date: 7/10/98
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BY: /s/ Scott Kriens By: /s/ [SIGNATURE ILLEGIBLE]
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Title: CEO Title: CEO
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Date: 7/1/98 Date: 7-10-98
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Address For Notices: Address For Notices:
385 Ravendale Avenue 189 North Bernardo Avenue
Mountain View, CA 94043 Mountain View, CA 94043
Attn.: Chief Financial Officer Attn.: Chief Financial Officer
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[SPALLINO REID LETTERHEAD]
SUBLEASE
Sublandlord: Subject Property:
Network Computing Devices, Inc. 370 and 380 North Bernardo Avenue,
a California corporation Mountain View, CA 94043
Subtenant:
Trident Microsystems, Inc. Date: October 24, 1995
a California corporation
1. PARTIES
This Sublease is made and entered into as of October 24, 1995, by and
between Network Computing Devices, Inc. a California corporation
("Sublandlord"), and Trident Microsystems, Inc., a California corporation
("Subtenant"), under the Master Lease dated September 21, 1989, between
Mountain View Industrial Associates, a California Partnership, as
"Landlord", and Network Computing Devices, Inc. a California corporation
"Tenant," and the First Addendum to the Lease dated December 2, 1991
between Mountain View Industrial Associates, a California Partnership
"Landlord," and Network Computing Devices, Inc. a California corporation
"Tenant," and the Second Addendum to the Lease dated August 20, 1993
between Mountain View Industrial Associates, a California Partnership
"Landlord," and Network Computing Devices, Inc. a California corporation
"Tenant," and the Third Addendum to the Lease dated October 22, 1993
between Mountain View Industrial Associates, a California Partnership
"Landlord," and Network Computing Devices, Inc. a California corporation
"Tenant". A copy of the Master Lease and Addendums 1, 2 and 3 are attached
hereto as Attachment I and incorporated herein by this reference.
2. PROVISIONS CONSTITUTING SUBLEASE:
2.1 This Sublease is subject to all of the terms and conditions of the
Master Lease. Subtenant hereby assumes and agrees to perform all of the
obligations of "Tenant" under the Master Lease to the extent said
obligations apply to the sublicensed premises and any Direct Operating
Expenses relating to the sublicensed premises. Sublandlord hereby agrees to
cause Landlord under the Master Lease to perform all of the obligations of
Landlord thereunder to the extent said obligations apply to the subleased
premises and Subtenant's use of the common areas and Outside Areas.
Subtenant shall not commit or permit to be committed on the subleased
premises or on any other portion of the Project any act or omission which
violates any term or conditions of the Master Lease. Except to the extent
waived or consented to in writing by the other party or parties hereto who
are affected thereby, neither of the parties hereto will, by renegotiation
of the Master Lease, assignment, subletting, default or any other voluntary
action, avoid or seek to avoid the observance or performance of the terms
to be observed or performed hereunder by such party, but will at all times
in good faith assist in carrying out all the terms of this Sublease and in
taking all such action as may be necessary or appropriate to protect the
rights of the other party or parties hereto who are affected thereby
against impairment. Nothing contained in this Section 2.1 or elsewhere in
this Sublease shall prevent or prohibit Sublandlord (a) from exercising its
right to terminate the Master Lease pursuant to the terms thereof or (b)
from assigning its interest in this Sublease.
2.2 All of the terms and conditions contained in the Master Lease are
incorporated herein and the terms and conditions specifically set forth in
this Sublease shall constitute the complete terms and conditions of this
Sublease.
2.3 The parties agree that the terms of Addendum Number 2 and Addendum
Number 3 shall not apply to this transaction. Further, the parties agree
that Section 33.1 of the Master Lease is hereby deleted.
3. SUBLEASED PREMISES AND RENT:
3.1 Subleased premises:
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6. NOTICES:
All notices, demands, consents and approvals which may or are required to
be given by Subtenant to the Landlord shall be given in the manner provided
in the Master Lease, and at the addresses shown on the signature page
hereof. Sublandlord shall notify Subtenant of any Event of Default under
the Master Lease, or of any other event of which Sublandlord has actual
knowledge which will impair Subtenant's ability to conduct its normal
business at the subleased premises, as soon as reasonably practicable
following Sublandlord's receipt of notice from the Landlord of an Event of
Default or actual knowledge of such impairment. If Sublandlord elects to
terminate the Master Lease, Sublandlord shall so notify Subtenant by giving
at least 30 days notice prior to the effective date of such termination.
7. BROKER FEE:
Upon execution of the Sublease, Sublandlord shall pay Spallino Reid
Corporate Real Estate Services, a licensed real estate broker, fees set
forth in a separate agreement between Sublandlord and Broker.
8. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT:
Subtenant shall be responsible for the installation and cost of any and all
improvements, alterations or other work required on or to the subleased
premises or to any other portion of the property and/or building of which
the subleased premises are a part, required or reasonably necessary because
of: (1) Subtenant's use of the subleased premises or any portion thereof:
(2) the use by a Subtenant by reason of assignment or sublease; or (3)
both, including any improvements, alterations or other work required under
the Americans With Disabilities Act of 1990 ("ADA"). Any pre-existing
conditions of non-compliance with respect to ADA shall not be the
responsibility of Subtenant during the Sublease term. However, Subtenant
shall be responsible for any required ADA improvements required as a result
of tenant improvements to the subleased premises made or installed by
Subtenant. Compliance with the provisions of this Section 8 shall be a
condition of Sublandlord granting its consent to any assignment or Sublease
of all or a portion of this Sublease and the subleased premises described
in this Sublease.
9. HAZARDOUS MATERIALS:
Subtenant shall not cause or permit any Hazardous Materials to be released
from or about the subleased premises, including, without limitation,
releases into the groundwater, soils, or air underlying, adjacent to or in
the vicinity of the Project. Subtenant shall provide Sublandlord with at
least five (5) days prior written notice before bringing, using or storing
any Hazardous Materials on the subleased premises.
Subtenant, at its sole expense shall comply with all applicable
governmental rules, regulations, codes, ordinances, statutes, directives
and other requirements (collectively, "Laws") respecting Hazardous
materials in connection with Sublessee's activities and the activities of
its agents, employees, contractors and invitees on or about the subleased
premises. Subtenant at its sole cost, shall perform all investigations,
clean-up and other response actions which may be required of Subtenant by
any governmental authority in, on, or about the Project in connection with
Subtenant's use of the subleased premises and the activities of Subtenant,
and Subtenant's agents, employees, contractors and invitees on or about the
subleased premises.
Sublandlord shall indemnify, protect, defend and hold harmless Subtenant
from and against all costs (including, but not limited to, environmental
response costs), expenses, claims, judgements, losses, demands,
liabilities, causes of action, governmental directives, proceedings or
hearings, including Subtenant's attorneys and experts fees and costs,
relating to or arising in connection with any Hazardous Materials present
on or about the premises prior to Subtenant's occupation of the subleased
premises.
To the extent any of the other provisions stated herein or in the
definitive lease agreement conflict with the provisions of this Section 9,
the provisions pursuant to "Toxic Materials" contained in the "Master
Lease" shall be controlling.
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10. RENT ABATEMENT AND DAMAGES TO PERSONAL PROPERTY
In the event Sublandlord, pursuant to the terms of the Master Lease, is
entitled to and receives rent abatement, then to the extent such rent abatement
affects the subleased premises, Subtenant shall be entitled to rent abatement
in an amount that the net rentable area of the subleased premises bears to the
total net rentable area of the Master Lease, and only to the extent any such
abatement applies to the sublease term. In addition, any amounts paid or
credited to Sublandlord under the terms of the Master Lease for damage to
personal property shall be credited to Subtenant, subject to the same
limitations set forth above.
THE TERMS OF THE MASTER LEASE SHALL APPLY TO AND CONTROL THE TRANSACTION.
Sublandlord: NETWORK COMPUTING DEVICES, INC. a California corporation.
By: /s/ [illegible] Date: 12-6-95
---------------------- -------------------
Subtenant: TRIDENT MICROSYSTEMS, INC., a California corporation.
By: /s/ [illegible] Date: 12-6-95
---------------------- -------------------
12
ATTACHMENT I MASTER LEASE AND ADDENDUM 1, 2 AND 3
MASTER LANDLORD CONSENT
The undersigned, Master Landlord under the Master Lease attached as Attachment
I, hereby consents to the subletting of the subleased premises described herein
on the terms and conditions contained in this Sublease. This Consent shall
apply only to this Sublease and shall not be deemed to be a consent to any
other Sublease.
Master Landlord: MOUNTAIN VIEW INDUSTRIAL ASSOCIATES, a California Partnership.
By: Date:
-------------------------- ---------------------------
ATTORNMENT AGREEMENT
Subtenant shall attorn to Master Landlord and perform all of this Subtenant's
obligations under the Sublease directly to Master Landlord as if Master
Landlord were the Sublandlord under the Sublease. If Subtenant is not, at the
time of the notice, in default, Master Landlord shall continue to recognize the
estate of Subtenant created under the Sublease. If Subtenant is not in default,
the Sublease shall continue with the same force and effect as if Master
Landlord and Sublandlord had entered into a lease on the same provisions as
those contained in the Sublease.
Subtenant: TRIDENT MICROSYSTEMS, INC., a California Corporation.
By: Date:
-------------------------- ---------------------------
13
[SPIEKER LOGO}
December 12, 1995
Mr. Jack Bradley
Network Computing Devices, Inc.
350 North Bernardo Avenue
Mountain View, CA 94043
Re: Lease Agreement for Premises located at 370 North Bernardo Avenue,
Mountain View
Dear Mr. Bradley
In response to your request to sublease, pursuant to Paragraph 17 or your Lease
Agreement, Spieker Properties (Landlord) hereby consents to the subleasing of
your Premises located at 370 North Bernardo Avenue, Mountain View, which
contains approximately 27,444 rentable square feet of space by NETWORK
COMPUTING DEVICES, INC. (Tenant) to TRIDENT MICROSYSTEMS, INC. (Subtenant).
This consent in no way obligates Landlord to Subtenant with regard to this
Sublease Agreement, and in no way releases Tenant from their obligations under
the Lease. The Lease shall remain in full force and effect, and Landlord shall
not be obligated to recognize or be bound by any terms or conditions of the
sublease. The Lease shall, at all times, supersede any and all terms and
conditions of the Sublease Agreement.
Please remember that if the Subtenant should wish to make any alterations or
tenant improvements to the Premises, Landlord reserves the right under
Paragraph 9 - Alterations, of the Lease Agreement, to require Network Computing
Devices, as Tenant, to remove said alterations upon the expiration or sooner
termination of the Term and to restore the Premises to their original condition.
Please signify your agreement and understanding of the above terms and
conditions by signing below on all three (3) copies. Also, please have your
subtenant indicate its agreement and understanding of the above terms and
conditions by signing below. Please return one signed letter to Spieker
Properties at 2180 Sand Hill Road, Suite #200, Menlo Park, California 94025.
Very truly yours,
/s/ Patricia A. Messer
Patricia A. Messer
Project Director
"TENANT" "SUBTENANT"
NETWORK COMPUTING DEVICES, INC. TRIDENT MICROSYSTEMS, INC.
By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ [SIGNATURE ILLEGIBLE]
------------------------------- -------------------------------
CFO CFO
Its: ------------------------------ Its: ------------------------------
12/13/95 12/13/95
Date: ----------------------------- Date: -----------------------------