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Exhibit 10.3
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE is made as of May 1, 1996, by and between
BOURNS, INC., a California ("LANDLORD"), and ANALOG DEVICES, INC., a
Massachusetts corporation ("TENANT"), successor by merger to Precision
Monolithics, Inc.
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a certain Lease dated August 8,
1990 (the "LEASE"), whereby Tenant leased from Landlord approximately 43,500
rentable square feet of office space in the building known as 1525 Comstock
Road, Santa Clara, California, as such space is more particularly described in
the Lease (the "PREMISES"); and
WHEREAS, Landlord and Tenant desire to extend the term of the Lease, to
modify the rental to be paid for the Premises by Tenant pursuant to the Lease
and to make certain other modifications to the Lease, all as set forth herein.
NOW, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00) in hand paid to Landlord by Tenant and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
Landlord, and in further consideration of the mutual agreements by and between
the parties hereto, Landlord and Tenant agree as follows:
1. Unless otherwise defined herein, all capitalized terms used in this First
Amendment to Lease shall have the meaning given to them in the Lease.
1. Subject to the terms and provisions of the Lease, as modified hereby,
Landlord and Tenant hereby extend the Initial Term of the Lease for a period of
seven (7) years, commencing August 8, 1995 and expiring August 7, 2002. Tenant
shall continue to have the option to extend the term of the Lease for three (3)
successive terms of five (5) years each pursuant to Article 2.2 of the Lease,
the first of such option periods to commence, if so elected by Tenant, on August
8, 2002.
1. Notwithstanding the provisions of Article 3.1 of the Lease, Base Rent
during the portion of the Initial Term commencing August 8, 1995 and expiring
August 7, 2002 shall be in the amounts set forth in Exhibit A attached hereto
and shall be payable in accordance with the terms of the Lease. Tenant
previously has paid to Landlord Base Rent for the Premises for
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the period August 8, 1995 through May 31, 1996 in the amount of $31,637.50 per
month. Such payments exceed by $1,187.50 per month the Base Rent payable by
Tenant for such period in accordance with the Lease, as amended hereby.
Accordingly, Tenant shall receive a credit in the amount of $11,875.00 towards
Base Rent payable for June 1996.
I. Article 3.2 of the Lease is deleted in its entirety and the following is
inserted in lieu thereof:
Base Rent for each Option Term shall be the fair rental value of the
Premises at the inception of such Option Term based on the terms and
conditions of this Lease. The fair rental value for each Option Term
shall be determined by the following process: At least six (6) months
prior to the commencement of an Option Term, Tenant and Landlord each
shall obtain an appraisal of the fair rental value of the Premises,
prepared by an MAI appraiser familiar with commercial rental rates for
properties similar to the Premises in the Santa Clara, California area.
Such appraisal shall determine the fair rental value of the Premises
based on the terms and conditions of this Lease without, however, taking
into account any improvements or alterations to the Premises constructed
at the expense, exclusive of insurance proceeds, of Tenant. Each party
shall notify the other of the fair rental value of the Premises, as
determined by the appraiser retained by such party. If at least five (5)
months prior to the commencement of an Option Term, the parties have not
agreed in writing on a Base Rent amount, the two appraisers retained by
Landlord and Tenant shall select a third appraiser (the "INDEPENDENT
APPRAISER") to conduct an independent MAI appraisal, to be conducted by
Coldwell Banker, or mutually agreeable equivalent, to determine the fair
rental value of the Premises. The Base Rent for such Option Term shall be
the average of the two closest appraisals of the fair rental value, as
determined by the three appraisals, provided that, if one determination
of the fair rental value equals the average of the other two
determinations, such average shall be the Base Rent during such Option
Term. For example, assume Tenant's appraiser believes that the fair
rental value of the Premises is $8.50 per rentable square foot and
Landlord's appraiser believes that the fair rental value is $10.00 per
rentable square foot. If the Independent Appraiser indicates that the
fair rental value of the Premises equals (i)$8.00, the Base Rent shall be
$8.25, (ii)$9.00, the Base Rent shall be $8.75, (iii)$9.25, the Base Rent
shall be $9.25, (iv)$9.50, the
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Base Rent shall be $9.75, and (v)$10.50, the Base Rent shall be $10.25.
Neither Landlord's appraiser nor Tenant's appraiser shall disclose to the
Independent Appraiser their estimates of the fair rental value. Tenant
and Landlord each shall pay the fees and expenses of the appraiser they
retain to conduct an appraisal of the fair rental value of the Premises.
The fees and reimbursable expenses of the Independent Appraiser shall be
shared equally by Landlord and Tenant. If for any reason the Base Rent
has not been ascertained by the commencement of the Option Term, Tenant
shall pay on account of Base Rent an amount equal to the average of
Landlord's appraiser's and Tenant's appraiser's determinations of the
fair rental value of the Premises, until such time as the actual Base
Rent shall have been established in accordance with the terms of this
paragraph.
1. This First Amendment may be executed in multiple counterpart copies,
each of which together shall constitute a single instrument, and exchange of
counterparts by facsimile transmission shall be equivalent to exchange of
original counterparts.
1. As expressly modified hereby, the Lease continues in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Lease,
as of the date first written above.
BOURNS, INC.
By:
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W.P. McKenna
Vice President
ANALOG DEVICES, INC.
By:
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Name:
Title:
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EXHIBIT A
1525 Comstock Road
Santa Clara, California
Lease Year Base Rent Per Annum
August 8, 1995 through $365,400
August 7, 1997
August 8, 1997 through $391,500
August 7, 1999
August 8, 1999 through $417,600
August 7, 2001
August 8, 2001 through $443,700
August 7, 2002