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Exhibit 10.2.2
SUBLEASE AGREEMENT
for
WATERFORD
0000 XXXXXXX XXXXXXX
XXXXX, XXXX 00000
By and Between
TELXON CORPORATION
Sublessor
and
AIRONET WIRELESS COMMUNICATIONS, INC.
Sublessee
Dated as of September 1, 1998
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BASIC SUBLEASE INFORMATION
SUBLESSOR: Telxon Corporation, a Delaware corporation.
SUBLESSOR'S 0000 Xxxx Xxxxxx Xxxxxx
XXXXXXX: Xxxxx, Xxxx 00000
SUBLESSEE: Aironet Wireless Communications, Inc.
SUBLESSEE'S 0000 Xxxxxxx Xxxxxxx, Xxxxx 000
XXXXXXX: Xxxxx, Xxxx 00000
SUBLEASED 0000 Xxxxxxx Xxxxxxx
XXXXXXXX: Xxxxx, Xxxx 00000
PERMITTED USES: General office use.
BASE RENT: $35,393.75 per month (annual rate of $12.50 per square
foot net of all operating costs).
RENTABLE
SQUARE FEET 33,978
LANDLORD: Xxxx X. Xxxxxxxxxx III
LANDLORD'S 0000 Xxxxxxx Xxxxxxx, Xxxxx 000
XXXXXXX: Xxxxx, Xxxx 00000
COMMENCEMENT DATE: September 1, 1998
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("the "Sublease") is entered into effective as
of the 1st day of September, 1998 by and between Telxon Corporation, a Delaware
corporation (the "Sublessor") and Aironet Wireless Communications, Inc., a
Delaware corporation (the "Sublessee").
THE PARTIES ENTER INTO THIS SUBLEASE on the basis of the following
facts, intentions and understandings:
A. Sublessor is a tenant in the building commonly known as the
Waterford Building, located in Akron, Ohio (the "Building") pursuant to that
certain lease between Sublessor as tenant and Xxxx X. Xxxxxxxxxx III as landlord
(the "Landlord"), dated July 19, 1995, as amended, (the "Master Lease").
Sublessor represents and warrants that to the best of its knowledge, the Master
Lease is in full force and effect and that there are no current conditions that
presently constitute a default, by either party, under the terms of the Master
Lease. The Master Lease is attached hereto as Exhibit A.
B. On the terms and conditions set forth below, Sublessee desires to
sublet from Sublessor the premises Sublessor leases from Landlord.
NOW THEREFORE, IN CONSIDERATION of these premises and the mutual
covenants and promises of the parties set forth below, the parties agree as
follows:
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1. SUBLEASE. Sublessor subleases to Sublessee and Sublessee hires from
Sublessor the Subleased Premises, as defined in the Master Lease, (the
"Subleased Premises"). The Subleased Premises consisting of approximately Four
Thousand Thirty-eight (4,038) rentable square feet on the first floor and
Twenty-nine Thousand Nine Hundred Forty (29,940) rentable square feet on the
third floor are more particularly shown in Exhibit B attached hereto and
incorporated herein by reference.
2. TERM. The term of this Sublease shall be a twelve (12) month period
commencing on September 1, 1998. Upon delivery of written notice to do so, said
notice to be received no later than June 1, 1999, Sublessee shall have the right
to extend this Sublease for an additional eighteen (18) month period. In the
event Sublessee shall extend this Lease, it shall vacate the Subleased Premises
no later then February 28, 2001.
3. TERMINATION.
a. Upon Sublessor sending written notice to Sublessee to terminate
this Sublease for any default by Sublessee under the terms of the Sublease or
the Master Lease, prior to any such termination becoming effective, Sublessee
shall have ten (10) business days in which to cure any monetary default and
thirty (30) days in which to cure any non-monetary default. If Sublessee is
unable to cure any such default within the applicable cure period, Sublessee
shall vacate the Premises within thirty (30) days from effective date of such
termination.
b. Sublessee shall have the right to terminate this Sublease by
giving twelve (12) months written notice to Sublessor but such election to
terminate can only be exercised if during the term of this Sublease, Sublessor
sells its interest in the property located at 91
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Xxxxxxxxxx Xxxxx, Xxxxx, Xxxx 00000 (the "Springside Property") and Sublessor
terminates the lease it currently has with Sublessee for said Springside
Property.
4. RENT.
A. BASE RENT. Sublessee agrees to pay to Sublessor for each month of
the Term the amount set forth in the Basic Sublease Information as Base Rent.
Sublessee's obligation to pay Base Rent shall begin on the Commencement Date.
Sublessee shall pay Base Rent to Sublessor in advance on or before the first day
of each calendar month during the Term. Sublessee shall pay all installments of
Rent (as defined below in Section 4.b.) at the offices of Sublessor at 0000 Xxxx
Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000, Attention: Xxxxxx Xxxxxxx, or at such other
place as may be designated in writing from time to time by Sublessor, in lawful
money of the United States and without prior notice, demand, deduction or offset
for any cause whatsoever.
b. ADDITIONAL CHARGES. As additional rent for the Subleased Premises
(the "Additional Charges"), Sublessee shall pay to Sublessor as and when due
under the Master Lease all amounts owed by Sublessor to Landlord pursuant to the
Master Lease. "Rent" when used in this Sublease shall mean Base Rent and
Additional Charges.
5. SUBLEASE SUBJECT TO MASTER LEASE. This Sublease shall be subject to
all of the terms and conditions of the Master Lease and Sublessee covenants to
perform all of the obligations of Sublessor as tenant under the Master Lease.
Sublessee shall not permit or cause to be permitted on the Subleased Premises or
the Building any act or omission which shall violate any term or condition of
the Master Lease. Sublessor and Landlord may alter the terms of the
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Master Lease without Sublessee's consent, provided that such changes do not
adversely affect Sublessee's rights and obligations under this Sublease.
6. DEFAULT BY SUBLESSOR. Sublessor has at all times, and, except as to
such obligations which Sublessee is obligated to abide, shall continue to,
comply with and perform all of its obligations under the Master Lease throughout
the term of the Sublease. In the event Sublessor defaults in keeping, observing
or performing any of the terms, provisions, covenants and conditions contained
in the Master Lease, and such default is not cured by Sublessor, Sublessee shall
have the right to remedy such default after it gives Sublessor written notice
thereof. If Sublessee shall incur any direct expenses in remedying such default,
Sublessee shall be entitled to off-set all such actual expenditures against the
next monthly installment or installments of Rent falling due hereunder.
Sublessor agrees to send to Sublessee a copy of any notice of default
immediately upon Sublessor's receipt of such.
7. QUIET ENJOYMENT. Sublessor agrees that if Sublessee pays the Rent
and keeps and performs all of the covenants contained in this Sublease and the
Master Lease, Sublessee will peaceably and quietly occupy the Premises during
the term hereof without any hindrance, ejection, or molestation by Sublessor or
any person lawfully claiming under Sublessor. However, Sublessee agrees that any
action allowed by this Sublease to be taken by Sublessor shall not be deemed a
breach of this Section 7.
8. INDEMNITY. Sublessor shall indemnify and hold Sublessee harmless
against any liability or loss arising out of injury to any persons or damage to
any property occurring on or
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about the Premises prior to the commencement date of this Sublease unless such
liability or loss is caused by acts of the Sublessee
9. INCORPORATION OF MASTER LEASE. All of the terms and conditions of
the Master Lease are incorporated herein as terms and conditions of this
Sublease, with references in the Master Lease to Landlord and Tenant to mean,
for purposes of this Sublease, Sublessor and Sublessee, respectively. Along with
the Sections set out in this Sublease Agreement, the incorporated portions of
the Master Lease shall be the complete terms and conditions of this Sublease.
Notwithstanding the incorporation of the Master Lease as described in this
Section 9, Sublessee acknowledges and agrees that all services and repairs
required in the Master Lease to be provided by Landlord will continue under this
Sublease to be provided by the Landlord under the Master Lease and not by
Sublessor. Sublessor agrees to cooperate with Sublessee as necessary to enforce
the rights of the Tenant under the Master Lease to receive the benefits of all
repair and service obligations of Landlord.
10. ENTIRE AGREEMENT. This Sublease represents the entire agreement
between the parties to this Sublease and supersedes all prior agreements between
the parties whether written or oral.
11. CONSENTS. With respect to any approvals called for under this
Sublease as the same incorporates the terms of the Master Lease, it shall be
deemed reasonable for Sublessor to withhold its consent if Landlord, for any
reason, has refused such consent when the same was requested of Landlord under
the Master Lease.
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12. CONDITION PRECEDENT. This Sublease is conditioned upon Landlord's
approval as required in the Master Lease.
13. BROKERAGE COMMISSION. Each party warrants and represents that it
has not engaged the services of or had contact with any real estate broker or
finder in connection with this transaction in a manner sufficient to provide any
real estate broker or finder with a basis for claiming the right to any
commission or other fee in connection with this Sublease. Each party shall
indemnify, defend with counsel of the indemnified party's choice, and hold the
other party harmless from and against all expense, loss, damage or claims
arising directly or indirectly from the indemnifying party's breach, or alleged
breach, of the foregoing representations and warranties.
14. CORPORATE AUTHORITY.
a. Sublessee and each person executing this Sublease on behalf of
Sublessee represents and warrants that (a) Sublessee is duly incorporated and
validly existing under the laws of its state of incorporation; (b) Sublessee is
qualified to do business in Ohio; (c) Sublessee has full corporate right and
authority to enter into this Sublease and to perform all of Sublessee's
obligations hereunder; and (d) each person signing this Sublease on behalf of
Sublessee is duly and validly authorized to do so.
b. Sublessor and each person executing this Sublease on behalf of
Sublessor represents and warrants that (a) Sublessor is duly incorporated and
validly existing under the laws of its state of incorporation; (b) Sublessor is
qualified to do business in Ohio; (c) Sublessor has
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full corporate right and authority to enter into this Sublease and to perform
all of Sublessor's obligations hereunder; and (d) each person signing this
Sublease on behalf of Sublessor is duly and validly authorized to do so.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease as
of the day first written above.
SUBLESSOR
WITNESSES TELXON CORPORATION
/s/ Xxxx XxXxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Printed
Name: Xxxx XxXxxxxxx Printed Name: Xxxxxx X. Xxxxxxx
---------------------- ---------------------------
/s/ Xxxxxx Xxxxxxx Title: Sr. Director, Corporate Services
-------------------------- ----------------------------------
Printed
Name: Xxxxxx Xxxxxxx
----------------------
SUBLESSEE
WITNESSES AIRONET WIRELESS COMMUNICATIONS, INC.
/s/ Candryth X. Xxxxxx By: /s/ X.X. Xxxxxx
------------------------- -------------------------------------
Printed
Name: Candryth X. Xxxxxx Printed Name: X.X. Xxxxxx
--------------------- ---------------------------
/s/ Xxxxx Xxxxxxx Title: Sr. Vice President & CFO
------------------------- ----------------------------------
Printed
Name: Xxxxx Xxxxxxx
---------------------
ACKNOWLEDGED AND AGREED:
LANDLORD
XXXX X. XXXXXXXXXX III
----------------------------
