exhibit10-23.htm


    FORM OF LEASE
AGREEMENT 

     

    Made and signed on the
____ of [   ], 2010 

     

    
      	BETWEEN:	
            	Vishay Precision Israel
      Ltd.,
	  	
            	Company No. ______________
	  	
            	(hereinafter, the “Lessor”)
	
            	
            	  
	  	       	of the
      one
      part             
      
	   
	A N D:	
            	Vishay Israel Ltd.,
	  	
            	Company No. ______________
	 	
            	of
  _______________________________________________________
	  	
            	(hereinafter, the “Lessee ”)
	
            	
            	  
	  	
            	of the
      other
      part             
      
	    
	WHEREAS:	
            	
              The Lessor is
      entitled to be registered as the owner of the land known as parcel 21 in
      block 6782 (hereinafter: the “Land”) located on Haofan, 2 in Holon, and
      the building standing on the Land (hereinafter, the “Building”),
and;

            
	  	
            	  
    
	WHEREAS:	
            	
              Part of the
      Building is occupied and is being used by the Lessor;

            
	
            	
            	  
	WHEREAS:	
            	
              The Lessee
      desires to lease from The Lessor part of the Building designated in red on
      the plan attached to this Agreement as Appendix A
      (hereinafter: the
      "Premises") for the terms and subject to the
      conditions provided in this Agreement;

            
	 	 	    
	THEREFORE 	 	the parties hereby agree as
follows:


    

     

    
      	1.	
            	The Lease
	 
	1.01	
            	The
      Lessee hereby leases the Premises from the Lessor in its "as is" condition
      (hereinafter: the "Lease").
	 
	1.02	
            	The
      Premises are leased to the Lessee for a period of six months commencing on
      [ ] and terminating on [ ] (hereinafter: the "Term").
	 
	1.03	      	The
      Lessee has an option to extend the Term for an additional period of six
      months , on the terms and conditions hereof. The exercise of the option
      will be by way of sending the Lessor a written notice of the Lessee’s
      intention to extend the Term as above, no later than three (3) months
      prior to the expiration of the Term.
	
            	
            	  
	
            	
            	
              All the terms and conditions of this
      Agreement shall apply during the extended term as above, should the Term
      be so extended, save for the right to extend the Term.

            
	   



    

    

    
    


    
      	1.04	      	The
      Premises are leased to the Lessee to be used as offices ,and for no other
      purpose.
	  
	2.	
            	The Rent
	  
	2.01	
            	In
      consideration for the Lease, the Lessee shall pay the Lessor monthly rent
      in the amount of 45 NIS (hereinafter the "Rent").
	  
	 	
            	The
      monthly Rent during the Term and during the extended term as in section
      1.03, should the Term be extended, shall be linked to Israeli CPI . The
      base Index for such calculation should be the CPI published on the known
      on the date agreement become valid.
	  
	2.02	
            	The
      Rent will be paid every month during the Term, in advance, on the first
      day of each calendar month of the Term.
	  
	2.04	
            	Value
      Added Tax ("VAT") shall be added to every Rent payment
      and to any other payment under this Agreement, at the rate applicable at
      the time of such payment.
	  
	3.	
            	Additional
    Payments
	  
	3.01	
            	All
      taxes, fees, levies, municipal and governmental, which shall apply to the
      Premises during the Term, shall be borne and timely paid by the Lessee.
      Without derogating from the above, the Lessee shall pay the Proportional
      Share in all taxes, fees and levies relating to the Common Areas of the
      Building designated in the blue on the scheme attached hereto as Appendix A (hereinafter the "Common Areas").
	  
	 	
            	The
      "Proportional Share" shall be calculated according to the
      ratio between the area of the Premises and the total area the Building
      excluding the Common Areas. 


    

     

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      	3.02	      	The
      Lessee shall bear and pay during the Term: (a) all payments and expenses
      for the any supply of utilities as compressed air, water and electricity,
      HVAC (Heat, ventilation, air condition), in accordance with its
      Proportional Share; and (b) all taxes and payments with regard to the
      conduct in the Premises of the Lessee's business, including business tax,
      signs tax, licenses fees and the like.
	  
	3.03	
            	Should
      any payment that the Lessee is required to bear and pay, be made by the
      Lessor, the Lessee shall repay the Lessor any such amount, together with
      interest.
	 
	3.04	
            	Throughout the Term, the Lessee shall bear and pay its Proportional
      Share in the cost of management and maintenance of the Building, with an
      addition of 15% management fee.
	 
	4.	
            	Possession and Use of the
      Premises
	 
	4.01	
            	The
      Lessee shall not: assign its rights under this Agreement, or any part
      thereof, to any entity or person whatsoever, directly or indirectly,
      deliver or transfer the Premises or any part thereof to any entity or
      person whatsoever; sub-lease the Premises or any part thereof to any
      entity or person; permit the use of the Premises or any part thereof by
      any entity or person for any period and in any manner whatsoever; allow
      others to share possession of the Premises or any part thereof in any
      manner; or grant any entity or person any right in the Premises whether
      for consideration or without consideration.
	 
	4.02	
            	The
      Lessee shall maintain the Premises throughout the Term in good condition
      and not cause any damage or breakage therein to the Premises or to any of
      its installations and systems; and shall be responsible for the immediate
      repair, at its own expense, of any damage or breakage (excluding
      reasonable wear and tear) which may be caused to the Premises or its
      installations or systems.
	 
	4.03	
            	The
      Lessee shall not: effect any alterations, make any additions or destroy
      any part of the Premises and/or any of its installations and systems,
      without the prior written consents of Lessor. The Lessor shall be free to
      withhold its consent and will not be obliged to give reasons. The Lessor
      shall be entitled to prevent implementation of any act as aforesaid, at
      any time, and to remove or destroy any alteration or addition that may be
      effected without the Lessor's prior written consent. Should the Lessee
      breach any of its obligations as above, the Lessor shall be entitled, in
      addition to any other remedy available to it by law, to terminate this
      Agreement.


    

     

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      	4.04	      	In the
      event the Lessee has received the needed approvals and made changes or
      additions to the Premises (the "Changes"), the Lessee undertakes to restore the
      Premises before the end of the Term to their condition as of the date of
      execution hereof. . Should the Lessee not restore the Premises as required
      above, then Lessor may restore the Premises to their previous condition.
      In such case, the Lessee will pay Lessor, upon its first demand, all sums
      paid by Lessor in connection with such restoration.
	  
	4.05	
            	Throughout the Term of the Lease the Lessee shall enjoy common use,
      together with the Lessor and / or any possessors of areas in the Building,
      of the Common Areas. The Lessee undertakes to use the Common Area as
      expected with regard to areas that are in common use.
	    
	 	
            	The
      Lessee, its employees, visitors, or clients will not enter those parts of
      the Building that are not included in the Premises and are not part of the
      Common Areas (hereinafter the "Lessor's Areas"),
	  
	5.	
            	Licenses
	  
	 	
            	The
      Lessee undertakes to receive and hold in full affect, throughout the Term
      all licenses and permits required for the purpose of conducting its
      business in the Premises to the extent such licenses and permits are
      required.
	  
	6.	
            	Responsibility of the
      Lessee
	  
	6.01	
            	The
      Lessee is obligated to maintain the Premises during the Term in good
      condition, and to avoid from causing any damage or breakage to the
      Premises or any of its systems or installations, and to repair immediately
      and on its expense any damage that may be caused to the Premises and its
      systems and installations.
	  
	6.02	
            	The
      Lessee shall be responsible for any damage or breakage that may be caused
      to the Premises and/or to the Building and/or to Lessor and/or to any
      third party in the Premises and/or in the Building, as a result of the
      actions and/or omissions of the Lessee, its employees, visitors, or
      clients, and/or as a result of the conduct of the Lessee's business in the
      Premises.


    

     

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      	6.03	      	The
      Lessor shall not have any liability or responsibility whatsoever relating
      to or arising from any such damage or breakage (including but not limited
      to, bodily injury) that may be caused to the Lessee, to the Premises, to
      its contents, or to any third party. The Lessee alone shall be responsible
      for any such injury or damage, and shall indemnify and/or hold Lessor
      harmless from any payments and expenses which may be incurred as a result
      of such damage or breaking.
	 
	7.	
            	Insurance
	 
	7.01	
            	Without derogating from the responsibility of the Lessee as stated
      in section 6 above, the Lessee undertakes to hold adequate insurance
      during the entire Term.
	 
	7.02	
            	The
      Lessee shall provide the Lessor, no later than two weeks from the date
      hereof, with a "confirmation of insurance from the insurer," signed by its
      insurer(s).
	 
	7.03	
            	Without derogating from the above, the Lessee shall participate in
      the cost of the insurance of the Premises and of the Common Areas, in
      accordance with its Proportional Share in the Building.
	 
	8.	
            	Changes or Additions by
      Lessor
	 
	8.01	
            	The
      Lessor is entitled to make any changes in the Building and to initiate
      changes in the town plan relating to the Building and to the Land and to
      request a building permit with respect to the Land and/or the Building.
      The Lessee undertakes not to interfere and not to oppose such changes or
      requests.
	 
	8.02	
            	The
      Lessor shall be entitled, without need for the Lessee's consent, to
      initiate and to perform any changes or additions to the Building, at its
      absolute discretion as it shall deem fit from time to time.
	 
	8.03	
            	Without derogating from the generality of any section of this
      Agreement, the Lessee hereby explicitly agrees that Lessor may at any
      time, add and/or construct additional floors in the Building and/or carry
      out any other construction works and/or changes and/or additions in the
      Building; without any limitation and without the need for the Lessee's
      consent. The Lessee undertakes to enable Lessor to carry out said work and
      not to interfere and not to oppose such work or otherwise
    disturb.


    

     

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      	9.	
            	Vacating the
      Premises
	  
	 	
            	ON the
      end of the Term, or upon termination of this Agreement for any reason
      whatsoever before the end of the Term, the Lessee undertakes to vacate the
      Premises and to deliver the possession thereof to Lessor. The Premises,
      when the Lessee vacates them, shall be free and clear of all persons and
      objects connected to the Lessee, clean, and in condition in which the
      Lessee received them from Lessor, except for reasonable wear and
      tear.
	  
	10.	
            	Miscellaneous
	  
	10.01	      	All
      payments that the Lessee undertakes to pay the Lessor in accordance with
      this Agreement shall be paid by the Lessee by way of deposit to Lessor’s
      account No. ______ at Bank ________, _____ Branch (Branch No. ____),
      _______, ________,
	  
	10.02	
            	This
      Agreement is not transferable or assignable by the Lessee in any
      manner.
	  
	10.03	
            	The
      Lessor shall be entitled to transfer and/or assign any or all of its
      rights to the Building and/or the Premises. The Lessor shall be entitled
      to transfer and/or assign any or all of its rights and/or liabilities
      under this Agreement without any limitation and in its sole and absolute
      discretion and without any need for consent of the Lessee.
	  
	10.04	
            	The
      parties declare that there are no restrictions or other provisions that
      limit, prohibit or otherwise prevent the Parties from entering into this
      Agreement.
	  
	10.05	
            	This
      Agreement completely reflects the agreements and understandings of the
      parties with respect to the Premises, and this Agreement supersedes any
      and all undertakings, representations, understandings, or agreements, if
      any, between the parties with respect to the lease of the Premises made
      prior to the execution of this Agreement. Any change or addition to this
      Agreement must be in writing and be signed by both
  parties.


    

     

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      	10.06	
            	To
      assure payment of the Rent and the fulfillment of all the lessee's other
      obligations, including the vacating of the Premises by the Lessee, the
      Lessee shall furnish the Lessor, on the signing of this Agreement, with
      _________ (hereinafter “the Security”). The Lessor shall have the right to
      use the Security or any part thereof in the event the Lessee breaches its
      obligations under this Agreement.
	  
	11.	
            	Addresses and
      Notices
	  
	12.01	      	The
      addresses of the parties for the purposes of this Agreement are as
      follows:
	   


    

    
      	            	Lessor:	               
                
	 	    	  
	
            	Lessee:	 


    
 

    
      	11.02	      	Any
      notice sent by one party to the other by registered mail to the addresses
      abovementioned shall be deemed as having been delivered within a
      reasonable time from the date of its posting at a post
office.
	
            	
            	 
	
            	
            	IN WITNESS WHEREOF, the parties have hereby affixed their
      signatures on the day first above written.
	 	 	  



    

     

    
      	
            	  	
            	 	
            
	             
    	The
      Lessee                                   
      	
            	Lessor                                   
      	
            
	
            	  	
            	 	
            
	
            	By:  	 	
            	By:  	 	
            


    


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    Appendix
A

     

    [Appendix A is a
blueprint of the approximately 118,000 square foot Holon facility, with an
approximately 13,000 square foot section of office space designated in red and
with an approximately 8,000 square foot section (cafeteria and other common
areas) designated in blue.]

     

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