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Exhibit 10.31
LEASE TERMINATION AGREEMENT
This LEASE TERMINATION AGREEMENT ("Agreement") dated as of February 1,
2000, is entered into between PW/MS OP SUB I, LLC, a Delaware limited liability
company, having an address c/o PW/MS Management Co., Inc., Gale & Wentworth,
LLC, Park Avenue at Morris County, 200 Campus Drive, Suite 200, Florham Park,
New Jersey 07932-1007 (hereinafter called "Landlord") and MOVADO GROUP, INC.
(f/k/a North American Watch Corporation), a New York corporation, having an
address 125 Chubb Avenue, Lyndhurst, New Jersey 07071 (hereinafter called
"Tenant").
WITNESSETH:
WHEREAS:
A. Belle Mead Corporation (Landlord's predecessor in interest) and Tenant
heretofore entered into a certain lease dated as of April 15, 1996, as amended
by a certain amendment to lease between Landlord and Tenant dated as of October
28, 1998 (said lease, as amended, being hereinafter called the "Lease") with
respect to 8,108 rentable square feet of office space (hereinafter called the
"Demised Premises") located on a portion of the sixth (6 th) floor in the
building known as and located at 1200 Wall Street West, Lyndhurst, New Jersey,
for a term ending on April 15, 2002 or on such earlier date upon which said term
may expire or be terminated pursuant to any conditions of limitation or other
provision of the Lease or pursuant to law; and
B. Tenant desires to surrender the Demised Premises to Landlord and to
terminate the Lease prior to the present expiration date; and
C. Landlord is willing to accept the surrender of the Demised Premises and
to terminate the Lease, subject, however, to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. (a) Subject to the provisions of this Agreement, the Lease, and the term
and estate granted thereunder, shall terminate and expire on the Surrender Date
(as hereinafter defined in Paragraph 1(c)) as fully and completely as if the
Surrender Date were the date originally
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fixed in the Lease as the Expiration Date, and Tenant shall surrender the
Demised Premises on the Surrender Date to Landlord, to have and to hold the
same for the unexpired residue of the Term. After the Surrender Date, Tenant
shall have no further obligations or liabilities of any kind or nature under the
Lease with respect to the Demised Premises, except as expressly provided in this
Agreement.
(b)(i) Landlord hereby advises Tenant that Landlord is presently
negotiating a lease amendment with Quest Diagnostics Incorporated ("Quest")
pursuant to which Quest will lease the Demised Premises. Tenant acknowledges and
agrees that (x) this Agreement is contingent upon Landlord and Quest entering
into a lease amendment for the Demised Premises on terms and conditions
satisfactory to Landlord in its sole discretion, and (y) Landlord shall have the
right, for any reason or no reason, to discontinue negotiations with Quest
and/or to refuse to enter into a lease amendment with Quest for the Demised
Premises without incurring any liability whatsoever to Tenant. Tenant hereby
releases Landlord from all liability, claim or expense incurred by Tenant as a
result of the non-occurrence of the contingency described in clause (x) above.
(ii) In the event the contingency described in clause (x) of
Paragraph 1(b)(i) is not satisfied within thirty (30) days after the date of
this Agreement, then Landlord or Tenant shall have the right to cancel this
Agreement by notice given to the other party at any time after the expiration of
said thirty (30) day period. If either party exercises its cancellation right,
then this Agreement shall be deemed cancelled, and of no further force or
effect, as of the date of the other party's receipt of said cancellation notice;
provided, however, if the contingency is satisfied before the other party's
receipt of said cancellation notice, then said cancellation notice shall be
deemed automatically null and void, and of no further force or effect.
(c) If Landlord and Quest execute and unconditionally deliver a lease
agreement with respect to the Demised Premises pursuant to clause (x) of
Paragraph 1(b)(i), then, for the purposes of this Agreement, the term "Surrender
Date" shall mean the later to occur of (i) the thirtieth (30th) day after the
date on which the contingency described in clause (x) of Paragraph 1(b)(i) is
satisfied or (ii) February 29, 2000.
2. In consideration for Landlord's execution of this Agreement, Tenant
agrees to pay to Landlord the sum of
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$56,000.00 (the "Surrender Payment") by certified or bank check simultaneously
with Tenant's execution and delivery of this Agreement. If the contingency
described in clause (x) of Paragraph 1(b)(i) is not satisfied, and if either
party exercises its termination right, then Landlord agrees to promptly refund
to Tenant the Surrender Payment.
3.(a) On or before the Surrender Date, Tenant shall do the following:
(i) Tenant shall remove from the Demised Premises all
trade fixtures, equipment, machinery and personal property belonging to Tenant
and shall repair all damage to the Demised Premises and/or the Building caused
by such removal.
(ii) Tenant shall remove the following Tenant's Work from
the Demised Premises and shall restore the Demised Premises to the condition
existing prior to said installation and shall repair all damage to the Demised
Premises and/or Building caused by such removal: NONE.
(iii) Tenant shall quit and surrender the Demised Premises
broom clean and in good condition and repair, except for ordinary wear and
tear, and except for any damage or other condition which, in accordance with
the terms of the Lease, is not the responsibility of Tenant to repair.
(iv) Tenant shall deliver all keys to the Demised Premises
to Landlord.
(v) Tenant covenants to comply with all of the provisions
contained in the Lease which are applicable to the surrender and termination of
the Lease.
(b) Promptly after Tenant has complied with the provisions of
clauses (i), (ii) and (iii) of Paragraph 3(a) above, Landlord and Tenant shall
conduct a move-out inspection. If there are any repairs or other work which
Tenant is obligated to perform under the terms of this Agreement or under the
terms of the Lease (collectively referred to as the "Move-out Work"), Tenant
shall promptly do such Move-out Work or, alternatively, at Landlord's option,
Tenant shall pay to Landlord the reasonable costs to do such Move-out Work.
(c) The provisions of this Paragraph 3 shall survive the termination
of the Lease.
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4. Tenant agrees to have final meter readings taken as of the Surrender
Date and to pay promptly any and all charges for utility services furnished to
the Demised Premises through the Surrender Date. The provisions of this
Paragraph 4 shall survive the termination of the Lease.
5. Landlord and Tenant acknowledge and agree further that, pursuant to
the provisions of Article 6 of the Lease, Tenant shall be responsible for any
underpayments in Taxes and/or Operating Costs for the portion of calendar year
2000 preceding the Surrender Date, and Landlord shall be responsible for any
overpayments in Taxes and/or Operating Costs for the portion of calendar year
2000 preceding the Surrender Date. The provisions of this Paragraph 5 shall
survive the termination of the Lease.
6. Tenant hereby represents and warrants to Landlord that Tenant used the
Demised Premises solely for general executive and general administrative offices
and for no other use or purpose.
7. Tenant shall not have any legal or equitable right or interest in or
to the Demised Premises after the Surrender Date.
8. Tenant hereby expressly covenants and warrants to Landlord that
Tenant has not done or suffered any act or thing whereby the Demised Premises,
or any part thereof are or may be in any way charged, affected or encumbered.
9. In the event Tenant fails to surrender the Demised Premises on the
Surrender Date, Landlord shall have all the remedies set forth in the Lease, as
well as any other remedies it may have at law or in equity, by statute or
otherwise, to recover possession of the Demised Premises and to obtain money
damages from Tenant.
10. (a) Tenant hereby releases Landlord from and against all claims,
demands, liabilities, costs and expenses arising out of or in connection with
the Lease or the termination thereof which Tenant ever had, now has or shall
hereafter have against Landlord, except with respect to the express obligations
of Landlord under this Agreement, and except with respect to (i) any material
monetary default on the part on Landlord or (ii) any material interruption in
services caused by Landlord, occurring during the period from the date of this
Agreement to and including the Surrender Date, provided Tenant notifies Landlord
of such
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default or interruption by notice given to Landlord within two (2) business days
after the Surrender Date.
(b) Provided (i) Tenant surrenders possession of the Demised
Premises to Landlord in accordance with this Agreement, (ii) Tenant has paid to
Landlord all Minimum Rent and additional rent due under the Lease for the
period preceding, and including, the Surrender Date, (iii) Tenant has paid to
Landlord the Surrender Payment, and (iv) Tenant is not otherwise in default
under the terms and conditions of the Lease as of the Surrender Date, then
Landlord hereby releases Tenant from and against all claims, demands,
liabilities, costs and expenses arising out of or in connection with the Lease
or the termination thereof which Landlord ever had, now has or shall hereafter
have against Tenant, except with respect to the express obligations of Tenant
under this Agreement.
11. Each party hereby acknowledges and agrees that it shall continue to
comply with and/or perform all of its obligations under the Lease (including,
in the case of Tenant, the payment of Minimum Rent and additional rent) to and
including the Surrender Date.
12. Any capitalized term used in this Agreement, but not defined herein,
shall have the meaning ascribed to said term in the Lease.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Signed and LANDLORD:
delivered
IN THE PRESENCE OF PW/MS OP SUB I, LLC
OR ATTESTED BY:
- ------------------------- By:-------------------------
Name: Name:
Title:
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TENANT:
MOVADO GROUP, INC.
/s/ Beverly Ann Giannini By: /s/ Timothy F. Michno
- -------------------------- ------------------------------
Name: Name: Timothy F. Michno
Title: General Counsel
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