[WAYNE MASCIA 3945 Freedom Circle, Suite 350, Santa Clara, California 95054
ASSOCIATES LOGO] Phone: (408) 970-9400 o Fax: (408) 970-0648
STANDARD SUBLEASE
1. PARTIES. This Sublease, dated, for referenced purposes only, NOVEMBER 24,
1997, is made by and between PARADIGM TECHNOLOGY (hereinafter called
"Sublessor"), and EG&G IC SENSORS (hereinafter called "Sublessee").
2. PREMISES. Sublessor hereby leases to Sublessee and Sublessee hereby subleases
from Sublessor for the term, at the rental, and upon all of the conditions set
forth herein, that certain property situated in the County of SANTA CLARA, State
of California, commonly known as 694 TASMAN DRIVE, MILPITAS, CALIFORNIA and
described as THE APPROXIMATE 5,715 SQ. FT. OF A LARGER 19,855 SQ. FT. SPACE
LOCATED AT 694 TASMAN DRIVE, MILPITAS, CALIFORNIA, AND FURTHER OUTLINED ON THE
ATTACHED EXHIBIT A-1. SAID REAL PROPERTY, INCLUDING THE LAND AND ALL
IMPROVEMENTS THEREON, IS HEREINAFTER CALLED THE "PREMISES". THE PREMISES SHALL
INCLUDE ALL THE PERSONAL PROPERTY ITEMS AND SERVICES SUMMARIZED IN THE DOCUMENT
ON THE ATTACHED EXHIBIT B. SUBLESSOR SHALL CREATE A DETAILED INVENTORY OF THESE
ITEMS ENTITLED "PERSONAL PROPERTY & SERVICES" WHICH SHALL BE REVIEWED AND AGREED
TO BY BOTH PARTIES AND SHALL BECOME EXHIBIT C OF THIS LEASE. SUBLESSEE AGREES TO
KEEP IN GOOD CONDITION ALL THE ITEMS DESCRIBED IN EXHIBIT C AND SHALL RETURN ALL
THOSE ITEMS AT THE EXPIRATION OF THIS SUBLEASE IN GOOD CONDITION AND REPAIR,
NORMAL WEAR AND TEAR EXCEPTED.
3. TERM.
3.1 TERM. The term of this Sublease shall be for TWO (2) YEARS, TWO (2)
WEEKS, commencing on DECEMBER 15, 1997 and ending on DECEMBER 31, 1999 unless
sooner terminated or extended pursuant to any provision hereof. (See Paragraph
entitled "Early Termination".)
3.2 DELAY IN COMMENCEMENT. Notwithstanding said Commencement Date, if
for any reason Sublessor cannot deliver possession of the Premises to Sublessee
on said date, Sublessor shall not be subject to any liability therefore, nor
shall such failure affect the validity of this Lease or the obligations of
Sublessee hereunder or extend the term hereof, but in such case Sublessee shall
not be obligated to pay rent until possession of the Premises is tendered to
Sublessee; provided, however, that if Sublessor shall not have delivered
possession of the Premises within forty-five (45) days from said Commencement
Date, Sublessee may, at Sublessee's option, by notice in writing to Sublessor
within ten (10) days thereafter, cancel this Sublease, in which event the
parties shall be discharged from all obligations thereunder. If Sublessee
occupies the Premises prior to said Commencement Date, such occupancy shall be
subject to all provisions hereof, such occupancy shall not advance the
termination date and Sublessee shall pay rent for such period at the initial
monthly rates set forth below.
4. RENT. Sublessee shall pay to Sublessor as rent for the Premises, including
the items described in Exhibit C. monthly payments as follows:
Months Rent per sq. ft. Rent per month
------ ---------------- --------------
12/15/97 - 01/31/98 $2.92 $16,687.80
02/01/98 - 01/31/99 $3.02 $17,259.30
02/01/99 - 12/31/99 $3.12 $17,830.80
Sublessee shall pay Sublessor upon the execution hereof $16,687.80 as rent for
JANUARY 1998 AS WELL AS $8,343.90 FOR THE PERIOD OF DECEMBER 15, 1997 - DECEMBER
31, 1997.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
hereof $16,687.80 as security for Sublessee's faithful performance of
Sublessee's obligations hereunder. If Sublessee fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provisions of
this Sublease, Sublessor may use, apply or retain all or any portion of said
deposit for the payment of any rent or other charge in default or for the
payment of any other sum to which Sublessor may become obligated by reason of
Sublessee's default, or to compensate Sublessor for any loss or damage which
Sublessor may suffer thereby. If Sublessor so uses or applies all or any portion
of said deposit, Sublessee shall within ten (10) days after written demand
therefore deposit cash with Sublessor in an amount sufficient to restore said
deposit to the full amount hereinabove stated and Sublessee's failure to do so
shall be a material breach of this Sublease. Sublessor shall not be required to
keep said deposit separate from its general accounts. If Sublessee performs all
of Sublessee's obligations hereunder, said deposit, or so much thereof as has
not theretofore been applied by Sublessor, shall be returned, without payment of
interest or other increment for its use to Sublessee (or at Sublessor's option,
to the last assignee, if any, of Sublessee's interest hereunder) at the
expiration of the term hereof, and after Sublessee has vacated the Premises. No
trust relationship is created herein between Sublessor and Sublessee with
respect to said Security Deposit.
6. USE.
6.1 USE. The Premises shall be used and occupied only for OFFICE AND
ADMINISTRATIVE USES AND OTHER RELATED LEGAL USES and for no other purpose.
6.2 COMPLIANCE WITH LAW.
(a) Sublessor warrants to Sublessee that the Premises, in its existing
state, but without regard to the use for which Sublessee will use the Premises,
does not violate any applicable building code regulation or ordinance at the
time that this Sublease is executed. In the event that it is determined that
this warranty has been violated, then it shall be the obligation
Page 1 of 4
of the Sublessor, after written notice from Sublessee, to promptly, at
Sublessor's sole cost and expense, rectify any such violation. In the event that
Sublessee does not give to Sublessor written notice of the violation of this
warranty within 1 year from the commencement of the term of this Sublease, it
shall be conclusively deemed that such violation did not exist and the
correction of the same shall be the obligation of the Sublessee.
(b) Except as provided in paragraph 6.2(a), Sublessee shall, at
Sublessee's expense, comply promptly with all applicable statutes, ordinances,
rules, regulations, orders, restrictions of record, and requirements in effect
during the term or any part of the term hereof regulating the use by Sublessee
of the Premises. A copy of any applicable CC&R's, rules and regulations has been
attached hereto. Sublessee shall not use or permit the use of the Premises in
any manner that will tend to create waste or a nuisance or, if there shall be
more than one tenant of the building containing the Premises, which shall tend
to disturb such other tenants.
6.3 CONDITION OF PREMISES. Except as provided in paragraph 6.2(a),
Sublessee hereby accepts the Premises in their condition existing as of the date
of the execution hereof, subject to all applicable zoning, municipal, county and
state laws, ordinances, and regulations governing and regulating the use of the
Premises, and accepts this Sublease subject thereto and to all matters disclosed
thereby and by any exhibits attached hereto. Sublessor warrants that, except for
any change required for the completion of the tenant improvements, the Premises
will be in substantially the same condition as of the Commencement Date.
Sublessee acknowledges that neither Sublessor nor Sublessor's agents have made
any representation or warranty as to the suitability of the Premises for the
conduct of Sublessee's business. SUBLESSOR AGREES TO ALLOW SUBLESSEE, AT
SUBLESSEE'S EXPENSE, TO PERFORM MINOR MODIFICATIONS TO THE SPACE TO PROPERLY
DEMISE THE SPACE. SUBLESSEE INTENDS TO MODIFY THE TELEPHONE, ELECTRICAL AND
SECURITY SERVICES TO THE BUILDING TO PROPERLY DEMISE SUBLESSEE'S SPACE AND BY
SIGNING THIS LEASE, SUBLESSOR CONSENTS TO THOSE MODIFICATIONS. BOTH PARTIES
AGREE THAT SUBLESSEE SHALL, AT SUBLESSEE'S COST, MAKE MODIFICATIONS TO THE
EXISTING PHONE SYSTEM AND THAT SUBLESSEE SHALL PAY FOR SUBLESSEE'S PHONE BILLS.
7. MASTER LEASE.
7.1 Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter referred to as the "Master Lease", a true and complete copy of which
is attached hereto marked Exhibit A, dated the 26TH OF DECEMBER 1996 wherein
JOHN ARRILLAGA, OR HIS SUCCESSOR TRUSTEE, UTA DATED 7/20/77 (ARRILLAGA FAMILY
TRUST) AS AMENDED, AND RICHARD T. PEERY, TRUSTEE OR HIS SUCCESSOR TRUSTEE, UTA
DATED 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) AS AMENDED is the
Lessor, hereinafter referred to as the "Master Lessor."
7.2 This Sublease is and shall be at all times subject and
subordinate to the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions of
the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purposes of
this Sublease, wherever in the Master Lease the word "Lessor" is used, it shall
be deemed to mean the Sublessor herein and wherever in the Master Lease the word
"Lessee" is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease EXCEPT for the following paragraphs which are
excluded therefrom: PAYMENT OF RENT AND EXPENSES TO MASTER LESSOR.
7.5 The obligations that Sublessee has assumed under paragraph 7.4
hereof are hereinafter referred to as the "Sublessee's Assumed Obligations." The
obligations that Sublessee has NOT assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations."
7.6 Sublessee shall hold Sublessor free and harmless of and from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorney's fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term
of this Sublease, subject, however, to any earlier termination of the Master
Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and
from all liability, judgments, costs, damages, claims or demands arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that no default exists on the part of any party to the
Master Lease. Sublessor cannot warrant that there will be no default under the
Master Lease as of the Commencement Date, but is willing to make the
non-existence of a default a condition of Sublessee's liability under the lease,
providing the default is material.
8. ASSIGNMENT OF SUBLEASE AND DEFAULT.
8.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease and all rentals and income arising
therefrom, subject however to terms of Paragraph 8.2 hereof.
8.2 Master Lessor, by executing this document, agrees that until a
default shall occur in the performance of Sublessor's Obligations under the
Master Lease, that Sublessor may receive, collect and enjoy the rents accruing
under this Sublease. However, if Sublessor shall default in the performance of
its obligations to Master Lessor, then Master Lessor may, at its option, receive
and collect, directly from Sublessee, all rent owing and to be owed under this
Sublease. Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the rents from the Sublessee, be deemed
liable to Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.
8.3 Sublessor hereby irrevocably authorizes and directs Sublessee, upon
receipt of any written notice from the Master Lessor stating that a default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the rents due and to become due under the Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such
rents to Master Lessor without
Page 2 of 4
any obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Sublessor to the contrary and
Sublessor shall have no right or claim against Sublessee for any such rents so
paid by Sublessee.
8.4 No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.
9. CONSENT OF MASTER LESSOR.
9.1 In the event that the Master Lease requires that Sublessor obtain
the consent of Master Lessor to any subletting by Sublessor, then this Sublease
shall not be effective unless, within 7 days of the date hereof, Master Lessor
signs this Sublease, thereby giving its consent to this Subletting and a signed
copy of this Sublease is provided to the Sublessee.
9.2 In the event that the obligations of the Sublessor under the Master
Lease have been guaranteed by third parties, then this Sublease nor the Master
Lessor's consent shall not be effective unless, within 10 days of the date
hereof, said guarantors sign this Sublease, thereby giving guarantors consent to
this Sublease and the terms thereof.
9.3 In the event that Master Lessor does give such consent, then:
(a) Such consent will not release Sublessor of its obligations
or alter the primary liability of Sublessor to pay the rent and perform and
comply with all of the obligations of Sublessor to be performed under the Master
Lease.
(b) The acceptance of rent by Master Lessor from Sublessee or
any one else liable under the Master Lease shall not be deemed a waiver by
Master Lessor of any provisions of the Master Lease.
(c) The consent to this Sublease shall not constitute a consent to
any subsequent subletting or assignment.
(d) In the event of any default of Sublessor under the Master Lease,
Master Lessor may proceed directly against Sublessor, any guarantors or any one
else liable under the Master Lease or this Sublease without first exhausting
Master Lessor's remedies against any other person or entity liable thereon to
Master Lessor.
(e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor nor any one else liable under
the Master Lease and without obtaining their consent and such action shall not
relieve such persons from liability.
(f) In the event that Sublessor shall defaults in its obligations
under the Master Lease, then Master Lessor, at its option and without being
obligated to do so, may require Sublessee to attorn to Master Lessor in which
event Master Lessor shall undertake the obligations of Sublessor under this
Sublease from the time of the exercise of said option to termination of this
Sublease, but Master Lessor shall not be liable for any prepaid rents nor any
security deposit paid by Sublessee, nor shall Master Lessor be liable for any
other defaults of the Sublessor under the Sublease.
9.4 The signatures of the Master Lessor and any Guarantors of
Sublessor at the end of this document shall constitute their consent to the
terms of this Sublease.
9.5 MASTER LESSOR ACKNOWLEDGES THAT, TO THE BEST OF MASTER LESSOR'S
KNOWLEDGE, NO DEFAULT PRESENTLY EXISTS UNDER THE MASTER LEASE OF OBLIGATIONS TO
BE PERFORMED BY SUBLESSOR AND THAT THE MASTER LEASE IS IN FULL FORCE AND EFFECT.
9.6 In the event that Sublessor defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any default of Sublessor described in any notice of default within
ten days after service of such notice of default on Sublessee. If such default
is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.
10. BROKERS FEE.
10.1 Upon execution hereof by all parties, Sublessor shall pay to WAYNE
MASCIA ASSOCIATES a licensed real estate broker (herein called "Broker"), a fee
as set forth in a separate agreement between Sublessor and Broker, or in the
event there is no separate agreement between Sublessor and Broker, the sum of
$25,696.92 for brokerage services rendered by Broker to Sublessor in this
transaction.
10.2 Sublessor agrees that if Sublessee exercises any option or right of
first refusal granted by Sublessor herein, or any portion or right substantially
similar thereto, either to extend the term of this Sublease, to renew this
Sublease, to purchase the Premises, or to lease or purchase adjacent property
which Sublessor may own or in which Sublessor has an interest, or if Broker is
the procuring cause of any lease, sublease, or sale pertaining to the Premises
or any adjacent property which Sublessor may own or in which Sublessor has an
interest, then as to any of said transaction Sublessor shall pay to Broker a
fee, in cash, in accordance with the schedule of Broker in effect at the time of
the execution of this Sublease. Notwithstanding the foregoing, Sublessor's
obligation under this Paragraph 10.2 is limited to a transaction in which
Sublessor is acting as a sublessor, lessor or seller.
10.3 Master Lessor agrees, by its consent to this Sublease, that if
Sublessee shall exercise any option or right of first refusal granted to
Sublessee by Master Lessor in connection with this Sublease, or any option or
right substantially similar thereto, either to extend the Master Lease, to renew
the Master Lease, to purchase the Premises or any part thereof, or to lease or
purchase adjacent property which Master Lessor may own or in which Master Lessor
has an interest, or if Broker is the procuring cause of any other lease or sale
entered into between Sublessee and Master Lessor pertaining to the Premises, any
part thereof, or any adjacent property which Master Lessor owns or in which it
has an interest, then as to any of said transactions Master Lessor shall pay to
Broker a fee, in cash, in accordance with the schedule of Broker in effect at
the time of its consent to this Sublease.
10.4 Any fee due from Sublessor or Master Lessor hereunder shall be due
and payable upon the exercise of any option to extend or renew, as to any
extension or renewal; upon the execution of any new lease, as to a new lease
transaction or the exercise of a right of first refusal to lease; or at the
close of escrow, as to the exercise of any option to purchase or other sale
transaction.
10.5 Any transferee of Sublessor's interest in this Sublease, or of
Master Lessor's interest in the Master Lease, by accepting an assignment
thereof, shall be deemed to have assumed the respective obligations of Sublessor
or Master Lessor under this Paragraph 10. Broker shall be deemed to be a
third-party beneficiary of this paragraph 10.
Page 3 of 4
11. ATTORNEY'S FEES. If any party or the Broker named herein brings an action to
enforce the terms hereof or to declare rights hereunder, the prevailing party in
any such action, on trial and appeal, shall be entitled to his reasonable
attorney's fees to be paid by the losing party as fixed by the Court. The
provision of this paragraph shall inure to the benefit of the Broker named
herein who seeks to enforce a right hereunder.
12. ADDITIONAL PROVISIONS. [If there are no additional provisions draw a line
from this point to the next printed word after the space left here. If there are
additional provisions place the same here.]
13. EARLY TERMINATION. During the first year of this Lease, either party shall
have the right to terminate this Lease by giving written notice to the other
party, twelve (12) months in advance, of its intent to terminate.
IF THIS SUBLEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION RELATING
THERETO.
Executed at ____________________________ PARADIGM TECHNOLOGY
on _____________________________________ By: /s/ Michael Gulett
----------------------------------
address ________________________________ By:
----------------------------------
________________________________________ Date: 12-8-97
--------------------------------
"Sublessor" (Corporate Seal)
Executed at ____________________________ EG&G IC SENSORS
on _____________________________________ By: /s/
----------------------------------
address ________________________________ By:
----------------------------------
________________________________________ Date: 12-8-97
--------------------------------
"Sublessee" (Corporate Seal)
Executed at ____________________________ JOHN ARRILLAGA, OR HIS SUCCESSOR TRUSTEE, UTA DATED
7/20/77 (ARRILLAGA FAMILY TRUST) AS AMENDED, AND
on _____________________________________ RICHARD T. PEERY, TRUSTEE OR HIS SUCCESSOR TRUSTEE,
UTA DATED 7/20/77 (RICHARD T. PEERY SEPARATE
address ________________________________ PROPERTY TRUST) AS AMENDED
________________________________________ By:__________________________________
By:__________________________________
Date:________________________________
"Master Lessor" (Corporate Seal)
Page 4 of 4