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EXHIBIT 10.1
LEASE TERMINATION
AGREEMENT
THIS LEASE TERMINATION
AGREEMENT (this “Agreement” ) is made and
entered into as of December 16, 2007 (the “Effective
Date” ) by and between Tri-Valley Technology Campus LLC,
a Delaware limited liability company (the “Future
Landlord” ), and Adept Technology, Inc.
(“Tenant” ).
RECITALS:
A. WHEREAS, Tri-Valley Campus
I, LLC (the “Current Landlord” ) and Tenant have
entered into that certain Kontrabecki Group Industrial –
R&D Lease dated September 18, 2000 (the “Original
Lease” ), as amended by that certain Amendment to Lease
by and between the Current Landlord and Tenant dated as of
August 6, 2003 (the “Amendment” , the
Original Lease and the Amendment, collectively, the
“Lease”), pursuant to which the Current Landlord leased
to Tenant certain space (the “Premises” )
located at 3011, 3055 and 3077 Triad Drive, Livermore, California,
as more particularly described in the Lease. A copy of the Lease
and the Amendment are attached hereto as Schedule
I.
B. WHEREAS, the Future
Landlord and the Current Landlord have entered into a purchase and
sale agreement (the “Purchase Agreement”)
pursuant to which the Future Landlord has contracted to purchase
the Premises from the Current Landlord.
C. WHEREAS, Tenant desires to
relocate its operations in the Premises to another
location.
D. WHEREAS, subject to and in
accordance with the terms of this Agreement, Tenant desires to
grant the Future Landlord the right to terminate the Lease if the
Future Landlord acquires fee simple ownership to the
Premises.
AGREEMENT:
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Future Landlord and Tenant hereby agree as
follows:
1. Termination Option. The
Future Landlord and Tenant hereby agree that subject to the terms
of this Agreement, the Future Landlord shall have the right, for
the one (1) year period commencing on January 1, 2008, to
terminate the Lease on at least ninety (90) days prior written
notice to Tenant (the “Termination Right” ),
said notice to be delivered in accordance with the notice
provisions set forth in Section 22 of the Lease and shall
state the date of termination of the Lease (the
“Termination Date” ).
2. Termination Fee. As
consideration for the termination of Tenant’s obligations
under the Lease pursuant to Section 3 below, Tenant shall pay
to the Future Landlord within thirty (30) days after the date
the Future Landlord exercises the Termination Right, by certified
or cashier’s check or wire transfer of immediately available
funds, the amount of One Million Dollars ($1,000,000.00) (the
“Termination Fee”) . Any check shall be
delivered to David Wilbur at RREEF Funds, 101 California Street,
San Francisco, California, 94111, and any wire transfer of funds
shall be made to an account designated by the Future
Landlord.
3. Termination . The
Future Landlord and Tenant agree that all obligations under the
Lease shall terminate on the Termination Date; provided, however,
to the extent any covenants or obligations of Tenant under the
Lease, including but not limited to Tenant’s obligation to
restore the Premises upon the expiration of the term pursuant to
Section 7.5, Section 18 and Section 26 of the Lease,
survive any expiration or other termination of the Lease, such
covenants or obligations of Tenant shall also survive the
termination of the Lease.
4. Lease Payments .
Tenant shall continue to pay all rentals and other charges under
the Lease through the Termination Date. Any such rentals and other
charges under the Lease, includin
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