1
Exhibit 10.2.1
AGREEMENT OF LEASE
by and between
TELXON CORPORATION
Landlord
and
AIRONET WIRELESS COMMUNICATIONS, INC.
Tenant
for
00 Xxxxxxxxxx Xxxxx
Xxxxx, Xxxx 00000-0000
2
BASIC LEASE INFORMATION
-----------------------
LANDLORD: Telxon Corporation
LANDLORD'S 0000 Xxxx Xxxxxx Xxxxxx
XXXXXXX: Xxxxx, Xxxx 00000
TENANT: Aironet Wireless Communications, Inc.
TENANT'S 0000 Xxxxxxx xxxxxxx, Xxxxx 000
XXXXXXX: Xxxxx, Xxxx 00000
LEASED 00 Xxxxxxxxxx Xxxxx
XXXXXXXX: Xxxxx, Xxxx 00000-0000
PERMITTED USES: General office and light manufacturing
RENTABLE SQUARE
FEET 33,000
ANNUAL RENT: $165,000.00 ($13,750.00 per month) or Five Dollars
($5.00) per square foot, net of all operating costs
COMMENCEMENT DATE: April 1, 1998
3
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is entered into effective the 1st day of
April 1998 by and between TELXON CORPORATION, a Delaware corporation,
("Landlord") and AIRONET WIRELESS COMMUNICATIONS, INC., a Delaware corporation
("Tenant")
1. LEASED PREMISES.
Landlord, in consideration of the rents to be paid and covenants to be performed
by Tenant hereunder, hereby leases to Tenant for the term and subject to the
covenants and conditions hereinafter set forth, the premises located at 00
Xxxxxxxxxx Xxxxx Xxxxx, Xxxx 00000 and consisting of approximately Thirty-three
Thousand (33,000) square feet (herein the "Premises").
2. TERM.
The term of this Lease will be commencing on the first (1st) day of April, 1998,
and ending on the thirty-first (31st) day of August, 1999. In the event Landlord
sells the Premises, Landlord may cancel the Lease by giving Tenant twelve (12)
months advance written notice of such cancellation. Upon receipt of such notice,
Tenant shall have the right to terminate the Sublease Agreement entered into
between Telxon Corporation and Aironet Wireless Communications, Inc. on
September 1, 1998, for the premises located at the Waterford Building, 3875
Embassy Parkway, Bath, Ohio, pursuant to Section 3.b. of such Sublease.
3. RENT.
Tenant will pay Landlord as rent for the Premises during the term of this Lease,
the annual sum of One hundred Sixty-five Thousand Dollars ($165,000.00), in
equal monthly installments of Thirteen Thousand Seven Hundred Fifty Dollars
($13,750.00), payable on or before the first day of each month of said Term. As
additional rent, Tenant shall pay all operating costs related to the Premises.
The above sums collectively referred to as "Rent".
4. OPTION TO RENEW.
Upon delivery of written notice by Tenant to Landlord, which delivery shall take
place no later than June 1, 1999, Tenant shall have an option to renew the Lease
for an eighteen (18) month term at an annual rent of One Hundred Seventy-three
Thousand Two Hundred Fifty Dollars ($173,250.00), in equal monthly installments
of Fourteen Thousand Four Hundred Thirty-seven and 50/100 Dollars ($14,437.50),
payable on or before the first day of each month of said Renewal Term, net of
all operating costs, and upon the same terms and conditions as contained herein.
5. USE OF PREMISES.
Tenant will use the Premises for offices for carrying on the business of Aironet
Wireless Communications, Inc. and any lawful use relevant thereto. Tenant will
not commit or suffer any waste in the Premises, use the Premises or permit them
to be used for any unlawful purpose or any dangerous, noxious or offensive
activity or cause or maintain any nuisance in the Premises. At the end of the
term of this Lease, Tenant will deliver up the Premises in as good an order and
condition as they now are, or may be put by Landlord or Tenant, reasonable use
and ordinary wear and tear thereof and damage by fire or other casualty
excepted. Tenant shall not store hazardous, flammable or dangerous materials on
the Premises or hazardous waste, as defined by the U.S. EPA or Ohio EPA.
4
6. DAMAGE OR DESTRUCTION TO PREMISES.
This Lease is made on the condition that, if the Premises or any part thereof is
damaged or destroyed by fire or other casualty from any cause, so as to render
the Premises unfit for use and occupancy, a just and proportionate part of the
Rent, according to the nature and extent of the damage to the Premises, shall be
suspended or abated until such time as the Premises has been put in such
condition as it was immediately prior to such damage or destruction. If the
Premises are rendered untenantable by fire or other casualty, and are unable to
be repaired within a reasonable time Tenant will vacate the Premises within 10
business days and will pay no further rent following the damage or destruction
and Landlord will refund to Tenant the unearned portion of any rent paid in
advance prorated to the date of damage or destruction.
7. CONDITION OF PREMISES.
The Premises is leased AS IS and in the condition it is in at the time the Lease
commences. Tenant acknowledges that neither Landlord nor Landlord's agent has
made any representation or warranty as to the present or future suitability of
the Premises, and that no agreement or promise to repair or improve the
Premises, either before or after the execution hereof, not contained herein, has
been made by Landlord or Landlord's agent. No holding over by Tenant hereunder
shall constitute a renewal or extension of this Lease except upon written
consent of Landlord.
8. UTILITIES.
Tenant shall pay for all water, gas, heat, light, power, telephone and other
utilities and services supplied to the Premises, together with any taxes
thereon. If any such services are not separately metered to Lessee, Lessee shall
pay a reasonable proportion to be determined by Lessor of all charges jointly
metered with other Premises.
9. ASSIGNMENT AND SUBLEASE.
Tenant will not assign this Lease or sublet the Premises, or any part thereof,
without the prior written consent of Landlord.
10. MAINTENANCE OF THE LEASED PREMISES.
Tenant shall at all times keep the Leased Premises (including, without
limitation, the foundation, roof and exterior and structural portions of the
walls, the interior walls and all entrances and vestibules, the parking areas,
landscaping, roadways and sidewalks of the Leased Premises) and all partitions,
windows, ceilings, glass, doors, door openers, fixtures, equipment and
appurtenances thereof (including, without limitation, the lighting, heating,
electrical, plumbing, ventilating and air conditioning fixtures and systems and
other mechanical equipment and appurtenances) in good order, condition and
repair, including replacement, in clean, orderly, sanitary and safe condition.
Tenant's responsibility for maintaining the Leased Premises shall include, but
not be limited to, the following: general maintenance and repairs, painting,
paving/restriping, cleaning, sweeping and janitorial services; planting and
landscaping; lighting and other utilities; security; insurance; fire protection;
real and personal property taxes or payments in lieu thereof, and assessments on
the improvements and land comprising the Premises; equipment maintenance, repair
and rental; removal of snow and ice, trash, rubbish and other refuse; service
contracts; and any and all other expenses of any kind and nature paid in
connection with the operation of the Premises.
5
11. EMINENT DOMAIN.
If all or any part of the Premises is taken by, or sold under threat of,
appropriation, this Lease will terminate as of the date of such taking or sale.
The entire award or compensation paid for the property taken or acquired, and
for damages to residue, if any, will belong entirely to Landlord and no amount
will be payable to Tenant except that Tenant shall be entitled to receive any
award allowed for trade fixtures and other personalty installed by Tenant and
any other amounts separately awarded to Tenant.
12. DEFAULT.
In the event that: a) the rent, or any part thereof, remains unpaid for ten (10)
business days after it becomes due; (b) Tenant's interest herein is sold under
execution or other legal process; (c) Tenant makes an assignment for the benefit
of creditors; (d) any proceeding in bankruptcy, an arrangement or
reorganization, or any other proceeding under any insolvency law, is instituted
by or against Tenant; (e) a receiver or trustee is appointed for the property of
Tenant; or (f) Tenant fails to keep any of the other covenants of this Lease, it
will be lawful for Landlord to reenter and repossess the Premises and thereupon
this Lease shall terminate.
13. TERMINATION.
If Landlord attempts to terminate this Lease for any default by tenant under
Section 12 of this Lease, Landlord must give Tenant written notice of
termination. Tenant shall then have ten (10) business days to cure any monetary
default and thirty (30) days to cure any non-monetary default. If Tenant fails
to cure said default in the applicable period, Tenant shall vacate the Premises
in no later than thirty (30) days from the expiration of the applicable cure
period.
14. QUIET ENJOYMENT.
Landlord agrees that if Tenant pays the rents and keeps and performs the
covenants of this Lease on the part of Tenant to be kept and performed, Tenant
will peaceably and quietly occupy the Premises during the term hereof without
any hindrance, ejection or molestation by Landlord or any person lawfully
claiming under Landlord.
15. BINDING EFFECT.
This Lease and the agreements of Landlord and Tenant contained herein shall be
binding upon and inure to the benefit of the successors and assigns of the
respective parties.
16. INSURANCE AND INDEMNITY.
Except to the extent resulting from Landlord's gross negligence or willful
misconduct, Tenant shall indemnify and hold harmless Landlord against any
liability or loss arising out of injury to any persons, or damages to any
property belonging to Tenant or to any other persons, occurring in or about the
Premises. Tenant at its own cost shall maintain comprehensive general liability
insurance for the benefit of Landlord and Tenant in an amount not less than
$1,000,000.00 for injury to any one person, and not less than $1,000,000.00 for
any one accident or occurrence. Tenant shall name Landlord as an additional
named insured. Landlord shall not be responsible for theft or damage to any of
Tenant's property on the Premises, except to the extent resulting from
Landlord's gross negligence or willful misconduct.
6
17. ENTIRE AGREEMENT.
This Lease contains the entire agreement and understanding of the parties
regarding the Premises, and there are no oral agreements existing between the
parties regarding the subject matter hereof.
18. NOTICES.
All notices required or permitted under this Lease shall be deemed to be
properly given three (3) days after being deposited, postage prepaid, by
certified or registered mail to Landlord or Tenant, at the addresses set forth
in the basic Lease Information.
19. GOVERNING LAW.
This Lease shall be construed and governed by the laws of the State of Ohio.
Should any provision of this Lease be deemed illegal or unenforceable under the
laws of the State of Ohio, the Lease and its remaining provisions shall continue
in full force and effect and be binding upon the parties as though the said
unenforceable provision had not been included.
20. CORPORATE AUTHORITY.
Landlord and Tenant and each person executing this Lease on behalf of such
parties represents and warrants, as to themselves only, that (a) Landlord and
Tenant are duly incorporated and validly existing under the laws of its state of
incorporation; (b) Landlord and Tenant are qualified to do business in the State
of Ohio; (c) Landlord and Tenant have full corporate right and authority to
enter into this Lease and to perform all of Landlord's and Tenant's respective
obligations hereunder; and (d) each person signing this Lease on behalf of
Landlord and Tenant is duly and validly authorized to do so.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
effective as of the 1st day of April, 1998
Signed and acknowledged in presence of:
LANDLORD
WITNESSES TELXON CORPORATION
/s/ Xxxx XxXxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------- -----------------------------
Name: Xxxx XxXxxxxxx Name: Xxxxxx X. Xxxxxxx
------------------- ---------------------------
/s/ Xxxxxx Xxxxxxx Title: Sr. Director, Corporate Services
----------------------- ----------------------------------
Name: Xxxxxx Xxxxxxx
------------------
7
TENANT
WITNESSES AIRONET WIRELESS COMMUNICATIONS,
INC.
/s/ Candryth X. Xxxxxx By: /s/ X.X. Xxxxxx
--------------------------- --------------------------
Name: Candryth X. Xxxxxx Name: X.X. Xxxxxx
----------------------- -------------------------
/s/ Xxxxx Xxxxxxx Its: Sr. Vice President & CFO
--------------------------- -------------------------
Name: Xxxxx Xxxxxxx
-----------------------
