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EXHIBIT 10.26
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LEASE AND OCCUPANCY AGREEMENT
LEASE AND OCCUPANCY AGREEMENT made as of June 28, 2000, between GADZOOKS, INC.,
a Texas corporation (hereinafter referred to as "Gadzooks"), and Gadzooks
Management, L.P., a Texas limited partnership (hereinafter referred to as
"GMLP").
BACKGROUND
A. Gadzooks owns or leases certain real estate at 0000 Xxxxxxxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxx 00000 (the "Premises") and has the right to sublet a
portion of the Premises on a non-exclusive basis.
B. GMLP desires to lease from Gadzooks and Gadzooks desires to lease to
GMLP, a portion of the Premises on a non-exclusive basis on the terms and
conditions hereafter set forth.
C. GMLP desires for Gadzooks to provide additional services to GMLP and
Gadzooks is willing to provide such services.
AGREEMENT
1. LEASED REAL ESTATE. Gadzooks hereby leases to GMLP and GMLP hereby
leases from Gadzooks, a portion of the real estate as more particularly
described in Exhibit A attached hereto (the "real estate ") together with all
necessary right of ingress and egress thereto. It is understood and agreed
between the parties hereto that GMLP's use of the real estate will be
non-exclusive. Gadzooks reserves the right to use the real estate for its own
account and to lease the real estate to other corporations, partnerships,
associations, individuals and entities on a non-exclusive and a non-interfering
use basis.
2. TERM. The term of this Lease Agreement shall commence on June 28,
2000 and shall be renewable for consecutive one (1) year periods unless either
party notifies the other of its intention in writing to terminate prior to
thirty (30) days before the end of the initial term or any renewal term thereof.
3. RENT. GMLP shall pay to Gadzooks a monthly rent payable quarterly,
in advance, without notice or demand, and without abatement, deduction or
set-off. Such rent shall be calculated as follows: percentage of Premises
occupied by GMLP multiplied by total occupancy cost paid by Gadzooks to owner of
the Premises. Gadzooks shall also provide additional infrastructure and support
services as the parties may mutually agree from time to time and GMLP shall
reimburse Gadzooks for the costs of any services so provided.
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4. LEASEHOLD IMPROVEMENTS. The real estate includes the leasehold
improvements contained therein, including, inter alia, conference room
facilities, and storage space for books and records.
5. END OF TERM. Upon the expiration or other termination of the term of
this Lease Agreement, GMLP shall grant, surrender and deliver to Gadzooks the
real estate in good order and repair, reasonable wear and tear and damage
excepted, and GMLP shall remove all of its personal property. GMLP's obligation
to observe or perform this covenant shall survive the expiration or other
termination of this Lease Agreement.
6. IMPROVEMENTS AND MAINTENANCE. Maintenance and improvements for the
real estate shall be performed by GMLP.
7. CONDITION. GMLP agrees that it has inspected the Premises and that
the Premises are suitable for its purpose. GMLP accepts the Premises in its "as
is" condition, and GMLP acknowledges that no representation or warranty, either
express or implied, written or oral, has been made by Gadzooks with respect to
the condition of the real estate or its suitability for any use or purpose by
GMLP.
8. ALTERATIONS AND CARE.
(a) Without the prior written approval of Gadzooks, GMLP shall not make
any alternations or changes, paint or redecorate, cause holes to be made in the
walls (other than normal nail holes for pictures and charts), remove any ceiling
tiles (other than for required maintenance), nor place any fixtures on the real
estate which are affixed to the walls, ceiling or floor.
(b) GMLP shall use reasonable care not to soil or tear the carpet and
not to dent, deface or soil the walls and ceiling of the real estate or any
other portion of the Premises.
(c) Without the prior written approval of Gadzooks, GMLP shall not
change the locks anywhere on the real estate, and Gadzooks shall be entitled to
retain keys and GMLP shall permit Gadzooks to inspect or perform maintenance
tasks anywhere on the Premises.
9. ASSIGNMENT AND SUBLETTING. GMLP shall not assign, transfer,
mortgage, pledge or otherwise encumber (or permit such transfers involuntarily)
this Lease Agreement, all or any part of GMLP's interest in this Lease Agreement
or the Premises, in whole or in part, or sublet the whole or any part of the
Premises, without the express written consent of Gadzooks.
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10. EASEMENTS. The rights of GMLP in the Premises are subject to the
easement and necessary right if ingress and egress to and from space in the real
estate leased to various corporations, partnerships, associations, individuals
and entities on a non-exclusive basis pursuant to Paragraph 1 of this Lease
Agreement.
11. DEFAULT. If at any time GMLP shall fail to remedy any default in
the payment of any sum due under the Lease Agreement within fifteen (15) days
after notice thereof, or fail to remedy any default with respect to any other
provision, covenant or condition of this Lease Agreement, within thirty (30)
days after notice hereof, or if GMLP abandons the Premises or breaches any
obligation under this Lease Agreement, which cannot be cured, then, in any such
event, Gadzooks may, at its sole option, and without limitation to any other
right or remedy Gadzooks may have on account of such default and without any
further demand or notice, exercise any remedy of Gadzooks contained in this
Lease Agreement or any remedy provided at law or in equity, including, but not
in limitation thereof, the right to (i) remove the tangible personal property
and fixtures of GMLP from the Premises (in which case GMLP agrees to pay all
costs of removal), (ii) sell the same to pay the sums in default and/or (iii)
store the said tangible personal property and fixtures of GMLP at a place other
than the Premise (in which case GMLP agrees to pay all of said storage costs).
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The parties hereto have executed this Lease Agreement as of the 28th
day of June, 2000 ("Effective Date").
Lessor:
GADZOOKS, INC.
By: /s/ XXXXXX X. XXXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxxx
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Title: President/Chief Executive Officer
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Lessee:
GADZOOKS MANAGEMENT, L.P.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
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Title: Vice President/Chief Financial
Officer
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