EXHIBIT 10.2
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE (this "3rd Amendment") is made this 3rd day of
August 1999 between Spieker Properties, L.P., a California limited partnership,
successor in interest to Crow-Spieker-French #34 (the "Landlord"), and
Integrated Device Technology, Inc., a Delaware corporation, successor in
interest to Synertek, a California corporation, (the "Tenant").
WHEREAS, Landlord and Tenant entered into a Lease dated April 11, 1977,
(as amended, the "Lease"), for those certain premises located at 3001 Stender
Way, Santa Clara, California (the "Premises"), as more fully described in the
Lease. Capitalized terms used but not otherwise defined herein shall have the
meanings given them in the Lease; and
WHEREAS, Landlord and Tenant desire to modify the Lease as provided
herein.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereby mutually agree as follows:
TERM: The term of this Lease shall be extended by a period of sixty (60)
months beyond the currently scheduled expiration date of June 30,
2000. Unless otherwise modified by mutual written agreement or
extended as provided herein, this Lease shall expire June 30,
2005.
RENT: Base Rent for the Premises shall be as follows:
July 1, 2000 through June 30, 2001: $ 89,646.25 per month
July 1, 2001 through June 30, 2002: $ 92,737.50 per month
July 1, 2002 through June 30, 2003: $ 95,828.75 per month
July 1, 2003 through June 30, 2004: $ 98,920.00 per month
July 1, 2004 through June 30, 2005: $102,011.25 per month
TENANT IMPROVEMENTS: The Premises are to be taken in "as-is" condition.
OPTION TO RENEW: Tenant shall, provided this Lease is in full force and effect
and Tenant is not and has not been in default under any of the terms and
conditions of this Lease, have one (1) option to renew this Lease for a term of
five (5) years, for the Premises in "as is" condition and on the same terms and
conditions set forth in this Lease, except as modified by the terms, covenants
and conditions set forth below:
(1) If Tenant elects to exercise such option, then Tenant shall
provide Landlord with written notice no earlier than the date
which is two hundred seventy (270) days prior to the expiration of
the then current term of this Lease, but no later than 5:00 p.m.
(Pacific Standard Time) on the date which is one hundred eighty
(180) days prior to the expiration of the then current term of
this Lease. If Tenant fails to provide such notice, Tenant shall
have no further or additional right to extend or renew the term of
this Lease.
(2) The Base Rent in effect at the expiration of the then current term
of this Lease shall be increased to reflect ninety-five percent
(95%) of the current fair market rental for comparable space in
the Building or Project and in other similar buildings in the same
rental market as of the date the renewal term is to commence,
taking into account the specific provisions of this Lease which
will remain constant, and the Building amenities, location,
identity, quality, age, condition, term of lease, tenant
improvements, services provided, and other pertinent items.
(3) Landlord shall advise Tenant of the new Base Rent for the Premises
for the applicable renewal term based on Landlord's determination
of fair market rental value, no later than fifteen (15) days after
receipt of notice of Tenant's exercise of its option to renew.
(4) Landlord and Tenant shall negotiate in good faith to agree on the
fair market rental value of the Premises and terms and conditions
for each renewal term. If Tenant and Landlord are unable to agree
on a mutually acceptable rental rate for any renewal term within
thirty (30) days after notification by Landlord to Tenant of
Landlord's determination of the new Base Rent for the applicable
renewal term, but in any event no later than the date which is
ninety (90) days prior to the expiration of the then current term,
then on or before such date Landlord and Tenant shall each appoint
a licensed real estate broker with at least ten (10) year's
experience in leasing industrial space in the area in which the
Building is located to act as arbitrators. The two (2) arbitrators
so appointed shall determine the fair market rental value for the
Premises for the applicable renewal term based on the above
criteria and each shall submit his or her determination of such
fair market rental value to Landlord and Tenant in writing, within
sixty (60) days after their appointment.
If the two (2) arbitrators so appointed cannot agree on the fair
market rental value for the applicable renewal term within such
60-day period, the two (2) arbitrators shall within five (5) days
thereafter appoint a third arbitrator who shall be a licensed real
estate broker with at least ten (10) year's experience in leasing
industrial space in the area in which the Building is located. The
third arbitrator so appointed shall independently determine the
fair market rental value for the Premises for the renewal term
within thirty (30) days after appointment, by selecting from the
proposals submitted by each of the first two arbitrators the one
that most closely approximates the third arbitrator's
determination of such fair market rental value. The third
arbitrator shall have no right to adopt a compromise or middle
ground or any modification of either of the proposals submitted by
the first two arbitrators. The proposal chosen by the third
arbitrator as most closely approximating the third arbitrator's
determination of the fair market rental value shall constitute the
decision and award of the arbitrators and shall be final and
binding on the parties.
Each party shall pay the fees and expenses of the arbitrator
appointed by such party and one-half (1/2) of the fees and
expenses of the third arbitrator.
If either party fails to appoint an arbitrator, or if either of
the first two arbitrators fails to submit his or her proposal of
fair market rental value to the other party, in each case within
the time periods set forth above, then the decision of the other
party's arbitrator shall be considered final and binding.
In the event the third arbitrator fails to present a fair market
rental value within such 30-day period, then by mutual consent of
the Landlord and Tenant:
(a) the time period will be extended, or
(b) If either Landlord or Tenant do not wish to extend
the time period, a fourth arbitrator shall be
selected by the first two arbitrators and a new
thirty (30) day period shall begin
(5) Notwithstanding anything to the contrary contained in this
Paragraph, in no event shall the Base Rent for any renewal term be
less than the Base Rent in effect at the commencement of this
Amendment Number Three ($1.45 per square foot per month). In
addition, Landlord shall have no obligation to provide or pay for
any tenant improvements or brokerage commissions during any
renewal term.
(6) Tenant's right to exercise the option to renew under this
Paragraph shall be conditioned upon Tenant occupying the entire
Premises and the same not being occupied by any assignee,
subtenant or licensee other than Tenant or its affiliate at the
time of exercise of the option and commencement of the renewal
term. Tenant's exercise of the option to renew shall constitute a
representation by Tenant to Landlord that as of the date of
exercise of the option and the commencement of
the renewal term, Tenant does not intend to seek to assign this
Lease in whole or in part, or sublet all or any portion of the
Premises.
(7) Any exercise by Tenant of any option to renew under this Paragraph
shall be irrevocable. If requested by Landlord, Tenant agrees to
execute a lease amendment or, at Landlord's option, the parties
will negotiate and agree to a new lease agreement based on
Landlord's then standard lease form for the Building, reflecting
the foregoing terms and conditions, prior to the commencement of
the renewal term. The option to renew granted under this Paragraph
is/are not transferable; the parties hereto acknowledge and agree
that they intend that each option to renew this Lease under this
Paragraph shall be "personal" to the specific Tenant named in this
Lease and that in no event will any assignee or sublessee have any
rights to exercise such option to renew.
Except as expressly modified above, all terms and conditions of the Lease remain
in full force and effect and are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have entered into this 3rd
Amendment as of the date first written above.
LANDLORD: TENANT:
Spieker Properties, L.P., Integrated Device Technology, Inc.,
a California limited partnership a Delaware Corporation
By: Spieker Properties, Inc.
a Maryland corporation
its General Partner
By: /s/ John W. Petersen By: /s/ Tom Wroblewski
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John W. Petersen Tom Wroblewski
Its: Vice President Its: Vice President of Human Resources