Exhibit 10.20


 


SECOND
AMENDMENT TO LEASE


 


THIS SECOND AMENDMENT TO LEASE (this “Amendment”)
dated September 25, 2008, for reference purposes only, is made between
NETAPP, INC., a Delaware corporation (“Landlord”), and QUICKLOGIC CORPORATION,
a Delaware corporation (“Tenant”).


 


RECITALS


 


A.                                   Landlord (as
successor by name change to Network Appliance, Inc., a Delaware
corporation, successor-in-interest to Orleans Properties, LLC, a Delaware
limited liability company, successor-in-interest to Westcore OP Orleans, LP, a
Delaware limited partnership, successor-in-interest to Orchard Moffett
Investors, a California general partnership, and Kairos, LLC, a California
limited liability company) and Tenant are parties to that certain Lease dated June 17,
1996, as amended from time to time by mutual agreement of the parties,
including but not limited to (i) that certain First Addendum to Lease date
June 17, 1996, (ii) that certain Acceptance Agreement dated December 10,
1996, and (iii) that certain First Amendment to Lease dated July 31,
2002  (collectively, the “Original Lease”),
with respect to that certain premises consisting of approximately 42,624 square
feet of office space located within that certain building commonly known as
1277 Orleans Drive in Sunnyvale, California (the “Premises”).


 


B.                                     Landlord and
Tenant have agreed to amend the Original Lease to provide for an adjustment to
the Base Monthly Rent for the period commencing December 1, 2008 through March 31,
2009.


 


C.                                     The Term of the
Original Lease is set to expire as of March 31, 2009.


 


D.                                    Tenant has
requested an extension of the Term of the Lease by an additional forty-five
(45) months, so that the Term will instead expire on December 31,
2012.  Landlord has agreed to extend the
Term of the Lease for such additional period upon the terms and conditions set
forth herein.


 


In consideration of the mutual promises and
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


AGREEMENTS


 


1.                                       References.  All
references to the “Lease” or “lease” appearing in this Amendment or in the
Original Lease shall mean, collectively, this Amendment and the Original Lease
as amended by this Amendment.  All
capitalized terms not defined herein shall have the meanings set forth in the
Original Lease.


 


2.                                       Extended Term. 
The Term of the Lease as set forth in Section J of the Summary in
the Original Lease is hereby extended by an additional forty-five (45) months
(the “Extended Term”).  The Term of the
Lease shall expire on December 31, 2012 (the “Expiration Date”).


 

















 


3.                                       Base Monthly Rent. 
Tenant shall pay to Landlord Base Monthly Rent during the months of the
remainder of the Term of the Original Lease specified below and during the
Extension Term as follows:


 


	
  Months

  	
   

  	
  Base Monthly Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 1, 2008 through
  March 31, 2009

  	
   

  	
  $

  	
  32,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2009 through
  September 30, 2009

  	
   

  	
  $

  	
  32,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2009 through
  September 30, 2010

  	
   

  	
  $

  	
  33,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2010 through
  September 30, 2011

  	
   

  	
  $

  	
  33,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2011 through
  December 31, 2012

  	
   

  	
  $

  	
  33,000.00

  	
   

  



 


Except
as modified above, Base Monthly Rent shall be paid in accordance with the
requirements of Section 4 of the Lease.


 


4.                                       As-Is.  It is
understood and agreed between Landlord and Tenant that the Premises is being
leased to Tenant during the Extended Term in an “as-is” condition and that
Landlord is not required to make or pay for any alterations or improvements
with respect thereto; provided, however, that the foregoing shall not relieve
Landlord of its general maintenance and repair obligations set forth in Section 6.2,
Section 12.3 or Article 11 of the Lease.  Tenant acknowledges that all of Landlord’s
obligations under Section 2 of the First Addendum to Lease and Section 4
of the First Amendment to Lease have been satisfied in full as of the date
hereof and Landlord shall have no further obligation with respect thereto.


 


5.                                       Assignment and Subletting. 
Notwithstanding anything to the contrary in Section 14.1D of the
Original Lease, in the event Tenant assigns the Lease or subleases all or part
of the Premises, Tenant shall be entitled to retain all Subrent derived from
such assignment or sublease in excess of Tenant’s Rent obligations under the
Lease.


 


6.                                       Cooperation. 
Tenant agrees to cooperate with Landlord with respect to site access and
parking distribution as is necessary in order to accommodate Landlord’s
potential construction activities.


 


7.                                       Option to Extend. 
The parties acknowledge that the option to extend the Lease Term granted
to Tenant under Section 1 of the First Amendment to Lease is hereby
rendered null and void.  Tenant shall
have no options to extend the Lease Term beyond the Expiration Date set forth
herein.


 


8.                                       Miscellaneous.


 


A.                                   Brokers.  The parties
to this Amendment represent and warrant to each other that neither party dealt
with any brokers or finders in connection with the consummation of this
Amendment, and each party agrees to protect, defend, indemnify and hold the
other party 


 


2

















 


harmless from and against any and all claims or
liabilities for brokerage commissions or finder’s fees arising out of that
party’s acts in connection with this Amendment.


 


B.                                     Severability. 
If any provision of this Amendment or the application of any provision
of this Amendment to any person or circumstance is, to any extent, held to be
invalid or unenforceable, the remainder of this Amendment or the application of
that provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, will not be affected, and each provision of this
Amendment will be valid and be enforced to the fullest extent permitted by law.


 


C.                                     Entire Agreement/Modification. 
This Amendment contains all of the agreements of the parties hereto with
respect to the matters contained herein, and no prior agreement, arrangement or
understanding pertaining to any such matters shall be effective for any
purpose.  Except for any subsequent
amendments or modifications to the Lease made in accordance with the terms
thereof, any agreement made after the date of this Amendment is ineffective to
modify or amend the terms of this Amendment, in whole or in part, unless that
agreement is in writing, is signed by the parties to this Amendment, and
specifically states that that agreement modifies this Amendment.


 


D.                                    Counterparts. 
This Amendment may be executed in any number of counterparts and each
counterpart shall be deemed to be an original document.  All executed counterparts together shall
constitute one and the same document, and any counterpart signature pages may
be detached and assembled to form a single original document.


 


E.                                      Heirs and Successors. 
This Amendment shall be binding upon the heirs, legal representatives,
successors and permitted assigns of the parties hereto.


 


F.                                      Authority.  Each
individual executing this Amendment on behalf of his or her respective party
represents and warrants that he or she is duly authorized to execute and
deliver this Amendment on behalf of said entity in accordance with the
governing documents of such entity, and that upon full execution and delivery
this Amendment is binding upon said entity in accordance with its terms.


 


G.                                     Drafting.  In the event
of a dispute between any of the parties hereto over the meaning of this
Amendment, both parties shall be deemed to have been the drafter hereof, and
any applicable law that states that contracts are construed against the drafter
shall not apply.


 


H.                                    Ratification.  Except as modified by this Amendment, the
Original Lease shall continue in full force and effect and Landlord and Tenant
do hereby ratify and confirm all of the terms and provisions of the Original
Lease, subject to the modifications contained herein.


 


3

















 


IN WITNESS WHEREOF, the parties have caused this
instrument to be executed as of the dates below their respective signatures.


 


	
  “TENANT”

  	
   

  	
  “LANDLORD”

  
	
   

  	
   

  	
   

  
	
  QUICKLOGIC CORPORATION,

  	
   

  	
  NETAPP, INC.,

  
	
  a Delaware corporation

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Terry L. Barrette

  	
   

  	
  By:

  	
  /s/ Thom Bryant

  
	
  Name:

  	
  Terry L. Barrette

  	
   

  	
  Name:

  	
  Thom Bryant

  
	
  Its:

  	
  Vice President, Operations

  	
   

  	
  Its:

  	
  VP, Workplace Resources

  



 


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