exhibit10-21.htm


     

     

     

     

    Form of Building Lease Agreement


     

     

     

     

     

    by and between 

     

     

     

     

     

    Lessor: Alpha Electronics
Corporation

     

    and

     

    Lessee: Vishay Japan Co., Ltd.


     

     

     

     

     

    - 1 - 

     

    

    
    


    Summary of Lease
(Building Lease Agreement) 

     

    
    

     

    
      	
              (1) 

            	
              Lessor

            	
              Alpha
      Electronics K.K.

            
	(2)	
              Lessee

            	
              Vishay Japan
      Co., Ltd. 

            
	
              (3)

               

            	
              Building 

               

            	
              Name

            	
              VJQC
      

            
	Location	
            
	Structure and
Size 	
            
	Total area of
the building 	
            
	(4)	
              Purpose

            	
              Products
      inspection center 

            
	(5)	
            	
              Rent
      

            	
              Consumption
tax
      

            	
              Sub total
      

            
	
              Monthly
      Rent

            	
              295,000
      yen

            	14,750 yen	309,750 yen
	Security Deposit
(12 months
      worth of
monthly rent)	
              3,540,000
      yen

            
	Starting day of
rent
	
              [                                 ],
      2010

            
	(6)	
              Term of lease 

            	
              5 years from
      the delivery date 

            
	(7)	
              Special provisions 

            	
              	5 parking lots within Akita
        Facility (see Article 8 below)
                  
	Use of cafeteria of Akita
        Facility (see Article 8 below) 


            


    

     

    - 2 - 

     

    

    
    


    Building Lease Agreement 

     

    This Building Lease
Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between
Alpha Electronics K.K. (hereinafter referred to as the “Lessor”) and Vishay Japan Co., Ltd. (hereinafter
referred to as the “Lessee”) relating to the
Building that is to be leased by the Lessor to the Lessee and that is the
subject of the lease set forth in Column (3) of Summary of Lease (marked with
shaded area of the drawing set forth in Exhibit 1) (hereinafter referred to as
the “Building”) in the Akita Facility of the Lessee (“Akita
Facility”), as follows. 

     

    Article 1 (Lease of
Building) 

    
    

     

    
      	        	
              In accordance
      with the provisions of this Agreement, the Lessor shall lease the Building
      to the Lessee, and the Lessee shall lease the Building from the Lessor.
      

            


    

     

    Article 2 (Purpose)


    
    

     

    
      	        	
              The Lessee
      shall use the Building only for the purpose specified in Column (4) of
      Summary of Lease, and it may not use the Building for any other purposes
      unless the Lessee obtains prior written approval from the Lessor.
      

            


    

     

    Article 3 (Term of
Lease) 

    
    

     

    
      	1.       	
              The term of
      lease shall be as set forth in Column (6) of Summary of Lease and shall be
      automatically renewed on 5 year basis unless otherwise notified in writing
      by either party at least 6 months prior to the original or any extended
      term of the lease. 

            
	 	 
	2.	
              Notwithstanding
      paragraph 1 above, the Lessee may terminate the lease at any time by
      giving 6 months prior written notice.


            


    

     

    Article 4 (Rent)


    
    

     

    
      	        	
              In
      consideration for the lease, use of the 5 parking lots as set forth in
      Column (5) of Summary of Lease and the availability of the cafeteria in
      Akita Facility for employees of the Lessee and other valuable
      considerations, the Lessee agrees to pay the rent as set forth in Column
      (5) of Summary of Lease, and the payment of the monthly rent shall be made
      in advance before the end of each month immediately preceding the relevant
      month (when the payment day falls on a bank holiday, then on the previous
      business day) by means of bank transfer to the bank account designated by
      the Lessor. Such bank transfer fees shall be borne by the Lessee.
      

            


    

     

    

    
    


    Article 5 (Division
of Expenses to Be Borne) 

    
    

     

    
      	1.	
              The Lessor
      shall be responsible for expenses as listed below: 

            
	        	
            	
            
	 	(1)	
              Duties and
      taxes imposed on the Building and the premises including, but not limited
      to, the fixed assets tax and the city planning tax (excluding, however,
      those to be charged on facilities or fixtures, etc that the Lessee adds to
      the Building and the premises.); 

            
	
            	        	
            
	
            	(2)	
              Water charges;
      

            
	
            	 	
            
	
            	(3) 	
              Costs and
      expenses relevant to repairing works required to maintain and manage the
      Building itself and attached facilities (excluding, however, costs and
      expenses relevant to repairs and maintenance, replacement or renewal of
      fixtures set forth in Article 11); 

            
	
            	 	
            
	
            	(4)	
              Any and all
      costs and expenses other than those to be borne by the Lessee as set forth
      in the following Paragraph 2; 

            
	
            	 	
            
	2.	
              The Lessee
      shall be responsible for expenses as listed below: 

            
	
            	 	
            
	
            	(1) 	
              Electricity
      charges, and for this purpose the Lessee shall install a separate meter
      for electricity; 

            
	
            	 	
            
	
            	(2) 	
              Costs and
      expenses relevant to the repairs and maintenance, replacement or renewal
      of fixtures set forth in Article 11; 

            
	
            	 	
            
	
            	(3) 	
              Costs and
      expenses that are determined to be borne by the Lessee through mutual
      negotiations between the Lessor and the Lessee; and 

            
	
            	 	
            
	
            	(4)	
              Any and all
      consumption tax and local consumption tax relevant to those set forth
      above. 

            
	
            	 	
            
	
              Article 6
      (Security Deposit) 

            
	 	
            	
            
	1.
      	
              The Lessee
      shall furnish the Lessor with a security deposit in the amount set forth
      in Column (5) of Summary of Lease
      as the initial security deposit prior to the first day of the term of the
      lease by means of bank transfer to the Bank Account designated by the
      Lessor. 

            
	
            	 	
            
	2.	
              The handling of
      the security deposit set forth in the preceding Paragraph shall be as
      follows: 

            
	
            	 	
            
	
            	(1) 	
              The security
      deposit does not accrue interest. 

            
	
            	 	
            
	
            	(2) 	
              During the term
      of the lease, the Lessee may not demand to set off its payment obligations
      of the rent, or any other liabilities to the Lessor against the security
      deposit. 

            
	
            	 	
            
	
            	(3) 	
              In the event of
      default or liabilities of the Lessee concerning obligations set forth in
      this Agreement, including, but not limited to, delayed payment of the
      rent, the Lessor may, at any time, after notifying the Lessee thereof,
      appropriate a part or the whole of the security deposit for such.
      

            
	
            	 	
            
	
            	(4) 	
              In accordance
      with the Item (3) above, if the Lessor appropriates the security deposit
      for the liabilities of the Lessee, the Lessee shall make the security
      deposit whole by payment of the shortfall within five (5) business days
      after the receipt of notice of appropriation. 

            
	
            	 	
            
	3.
      	Upon termination of this Agreement
      and after the completion of surrender of the Building by the Lessee
      pursuant to the provisions of Article 15, the Lessor shall immediately
      repay the balance of the security
      deposit after appropriating such to fill unpaid rent, restoration
      expenses, and any and all liabilities that the Lessee is responsible for
      and owing to the Lessor under this Agreement up to the completion of
      surrender. 


    

    
    

     

    - 2 - 

     

    
    

     

    

    
    


    
      	
              Article 7 (Care
      of Good Manager) 

            
	        	        	
            
	
            	
              The Lessee
      shall use the Building with the due care of a good manager.
    

            
	 	
            	
            
	
              Article 8
      (Cafeteria and Parking Lots) 

            
	 	
            	
            
	
            	
              During the term
      of the lease the Lessor shall furnish the following services:
    

            
	 	
            	
            
	
            	(1) 	
              Use of and
      access to the cafeteria in the Akita Facility by the employees of the
      Lessee, and, with a prior notice and approval, visitors and other persons
      concerned ; and 

            
	 	
            	
            
	
            	(2) 	
              Use of 5
      parking lots in the Akita Facility for the employees of the Lessee, and,
      with a prior notice and approval, temporary use of the parking space by
      visitors and other persons concerned. 

            
	 	
            	
            
	
              Article 9
      (Alternation of Original Conditions) 

            
	 	
            	
            
	
            	
              The Lessee
      shall obtain prior written approval of the Lessor to do the following:
      

            
	 	
            	
            
	
            	
            	
              (1) Creation,
      addition, removal, improvement or redecoration, etc. of partitions,
      fittings or other fixtures and facilities; 

            
	 	
            	
            
	
            	
            	
              (2) New construction, addition or
      improvement of electrical facilities, plumbing and sanitary facilities,
      air-conditioning, gas, telephone and cable broadcasting system, etc.;
      

            
	 	
            	
            
	
            	
            	
              (3) Display or
      representation of trade names, trade marks and other marks on entrance
      doors, outer walls, windows, etc.; 

            
	 	
            	
            
	
            	
            	
              (4)
      Installation of money safe, and delivery and installation of other heavy
      items; 

            
	 	
            	
            
	
            	
            	
              (5) Replacement
      of the key of an entrance door; and 

            
	 	
            	
            
	
              Article 10
      (Cleaning, Etc.) 

            
	 	
            	
            
	1.
      	
              Cleaning
      services relevant to the Building shall be made by the Lessee at Lessee’s
      expenses. 

            
	 	
            	
            
	2.
      	
              General waste
      and industrial waste resulting from occupancy of the Building shall be
      disposed of by the Lessee at its expenses and in its responsibility.
      

            
	 	
            	
            
	
              Article 11
      (Repairs) 

            
	 	
            	
            
	1.
      	
              If a repair is
      or seemingly will be required because of damages or malfunction regarding
      the Building and the
      furniture and fixtures, and facilities owned by or under management of the
      Lessor, the Lessee shall notify the Lessor of the same promptly. Repairs
      that the Lessor acknowledges necessary upon the receipt of the notice from
      the Lessee shall be carried out by the Lessor at the Lessor’s expenses.
  

            


    

     

    - 3 - 

     

    

    
    


    
      	2.
      	
              Notwithstanding
      the Paragraph 1 above, the Lessee is responsible for and makes the repairs
      of the Building listed below at its expenses, regardless of the amount and
      the Lessor shall not bear any responsibility for any such repairs,
      monetary or not. 

            
	        	        	
            
	
            	(1)	
              Repairs
      relevant to fittings, lightning appliances, etc. under the ownership of
      the Lessee in the Building; 

            
	 	
            	
            
	
            	(2) 	
              Small repairs
      or normal wear and tear of walls, ceilings, floors, etc. in the Building;
      

            
	 	
            	
            
	
            	(3) 	
              Repairs of
      damages attributable to the Lessee; 

            
	 	
            	
            
	
            	(4) 	
              Repairs
      regarding fixtures, work pieces or facilities under the ownership of the
      Lessee; 

            
	 	
            	
            
	3.
      	
              The Lessee
      shall cooperate with the Lessor in repairs, improvements or betterment
      (including maintenance accompanied by stoppage of power or water supply;
      hereinafter the same) of the Building, its facilities, or other
      maintenance works, etc. carried out by the Lessor. 

            
	 	
            	
            
	
              Article 12
      (Expenses on Assets under the Ownership of the Lessee) 

            
	 	
            	
            
	
            	
              The Lessee
      shall be responsible for duties and taxes imposed on fixtures, facilities
      and other assets that the Lessee owns in the Building (regardless of the
      title or name). 

            
	 	
            	
            
	
              Article 13
      (Obligation to Compensate for Damages) 

            
	 	
            	
            
	1. 	
              If the Lessor
      or any other third party suffers damage or expense (including those
      suffered as a result of a claim from a third party) in connection with
      this Agreement due to willful misconduct or negligence of the Lessee or
      its agent, employee, subcontractor, visitor or other person concerned, the
      Lessee shall immediately notify the Lessor thereof and with respect to the
      matters attributable to the Lessee or its agent, employee, subcontractor,
      visitor or other party concerned, immediately compensate for any such
      damage or expense by restoring the Building to its original status or by
      other method at its own cost in accordance with the Lessor’s instructions.
      

            
	 	
            	
            
	2. 	
              If the Lessee
      or the Lessor fails to pay the amount payable to the other party under
      this Agreement or agreements incidental to this Agreement by the date
      designated under this Agreement or such agreements, such defaulting party
      shall pay to the other the default interest at an annual rate of 14.5%
      until the same is paid in full (calculated on a per diem basis of 365 days
      per year; any fraction smaller than one (1) yen shall be rounded down).
      Provided, however, that neither party shall be automatically excused from
      the termination of this Agreement by the other party even if such default
      interest is paid. 

            
	 	
            	
            
	
              Article 14
      (Termination of this Agreement) 

            
	 	
            	
            
	1. 	
              If either party
      commits a material breach with respect to its obligation to the other
      party set forth in this Agreement
      (including but not limited to a failure to pay the rent) and does not
      rectify such breach or failure within thirty (30) days (or seven (7) days
      in the case of monetary obligation) after receiving the written notice
      from the other party requiring such breach to be remedied, the other party
      may terminate this Agreement upon written notice to the defaulting party.
      

            


    

     

    - 4 - 

     

    

    
    


    
      	2. 	
              The Lessor may
      immediately terminate this Agreement without the requirement of any
      proceedings such as a notice to the Lessee in the event of any of the
      following acts or facts in respect of the Lessee. 

            
	        	        	
            
	
            	(1) 	
              When failing to
      pay the rent or other obligations for two (2) months or longer or delaying
      the payment several times; 

            
	 	
            	
            
	
            	(2) 	
              When being
      subject to provisional attachment (kari sashiosae), provisional disposition (kari shobun), compulsory execution (kyosei shikko), disposition for failure to pay tax
      (taino shobun), disposition for the suspension of
      business at a bank (ginko torhiki teishi
      shobun) or similar
      action; 

            
	 	
            	
            
	
            	(3) 	
              When a
      resolution of dissolution is passed, or a petition for the commencement of
      bankruptcy (hasan) proceedings, civil rehabilitation
      (minji saisei) proceedings, corporate reorganization
      (kaisha kosei) proceedings, special liquidation
      (tokubetsu seisan) proceedings or any other similar
      proceeding is filed; 

            
	  	
            	
            
	
            	(4) 	
              If there is a
      fact that causes the social credit to be significantly lost or act that is
      contrary to public order and good morals. 

            
	 	
            	
            
	
              Article 15
      (Obligation to Surrender) 

            
	 	
            	
            
	1. 	
              If this
      Agreement is terminated in accordance with Articles 14 or for any other
      reason, the Lessee shall (1) remove at the Lessee’s cost the fixtures,
      works or facilities installed in or added to the Building or changed by
      the Lessee and furnishings held or used by the Lessee, (2) remove the
      properties installed or added by the Lessor at the request of the Lessee
      and deliver them at the Lessee’s cost, and (3) surrender and return the
      Building to the Lessor after restoring the Building to its original status
      by repairing at the Lessee’s cost any breakage or breakdown or wear or
      tear (excluding normal wear and tear) caused due to special use by the
      Lessee with respect to the Building, fixtures or facilities.
    

            
	 	
            	
            
	2. 	
              If the Lessee
      fails to restore the Building to its original status in accordance with
      Articles 15.1, the Lessor or a person designated by the Lessor shall
      remove the fixtures, facilities and furnishings and repair any breakage or
      breakdown or wear or tear caused due to special use by the Lessee with
      respect to the Building, fixtures or facilities and the Lessor may request
      that the Lessee pay the cost thereof. 

            
	 	
            	
            
	3. 	
              If the Lessee
      does not remove its properties in the Building even after this Agreement
      is terminated and the Building is
      surrendered by the Lessee, the Lessor may, at its discretion, dispose of
      such properties considering that the Lessee has assigned such properties
      to the Lessor for free. In such case, the Lessor may request that the
      Lessee pay the cost for removing such properties. If such properties were
      owned by a third party, the Lessee shall indemnify the Lessor for damages
      claimed by such third party and any other expenses borne by the Lessor so
      long as the Lessor is in good faith and without negligence.
      

            


    

     

    - 5 - 

     

    

    
    


    
      	4. 	
              Upon the
      surrender of the Building, the Lessee shall not make any claims against
      the Lessor regardless of the reasons or nature of such claims, including
      any claim for the reimbursement of the necessary expenses or useful
      expenses incurred by the Lessee in connection with the Building,
      compensation for moving or removal, or key money. In addition, the Lessee
      shall not request that the Lessor purchase fixtures and facilities
      installed in the Building at the Lessee’s cost. 

            
	        	        	
            
	
              Article 16
      (Damages Incurred until Completion of Surrender) 

            
	 	
            	
            
	
            	
              If the Lessee
      fails to surrender the Building upon termination of this Agreement, the
      Lessee shall pay to the Lessor damages equivalent to twice the amount of
      the rent for the period from the day following the date of termination of
      this Agreement to the date of completion of the surrender.
  

            
	 	
            	
            
	
              Article 17
      (Entry) 

            
	 	
            	
            
	1. 	
              Unless
      otherwise required by law or ordinance, the Lessor shall not enter into
      the Building without prior written consent of the Lessee; provided,
      however, that the Lessee shall not unreasonably withhold such approval in
      case where, in the reasonable judgment of the Lessor, there exists any
      dangerous condition causing damage or injury to the Building or neighbors
      or neighboring Building. If any damage occurs due to rejection by the
      Lessee of such approval, the Lessee shall indemnify from and hold the
      Lessor and any third party harmless against any damage suffered thereby.
      

            
	 	
            	
            
	2. 	
              If the Lessor
      or a person designated by the Lessor enters the Building in accordance
      with Article 17.1, the entering party shall keep any trade secret of the
      Lessee obtained upon the entry in confidence not only during the term of
      this Agreement but also after the termination of this Agreement and shall
      not divulge it to a third party. 

            
	 	
            	
            
	
              Article 18
      (Exemption of Liability) 

            
	 	 	
            
	
            	
              The Lessor
      shall not be liable for any damage incurred by the Lessee due to cause,
      such as force majeure, fire, theft, riot, or damage or operation of the
      Building, equipment for electricity, water or air conditioning, or other
      equipment, unless the Lessor fails to act with the due care of a good manager or commits
      willful misconduct or gross negligence.


            


    

     

    - 6 - 

     

    

    
    


    
      	
              Article 19
      (Confidentiality) 

            
	        	        	
            
	 	
              Neither the
      Lessor nor the Lessee shall disclose the information about the parties
      concerned obtained under or in connection with this Agreement to a third
      party unless the disclosure is necessary under the Applicable Laws or upon
      request from the governmental authorities or otherwise agreed between the
      parties, or shall use it for any other purpose than the purpose of this
      Agreement.. 

            
	 	
            	
            
	
              Article 20
      (Amendment to this Agreement) 

            
	 	
            	
            
	
            	
              The provisions
      of this Agreement may be amended or modified only with the written consent
      of both parties. 

            
	 	
            	
            
	
              Article 21
      (Jurisdiction) 

            
	 	 	
            
	
            	
              The Lessor and
      the Lessee agree that any dispute arising in connection with this
      Agreement shall be submitted to the exclusive jurisdiction of the Tokyo
      District Court as the court of first instance. 

            
	 	
            	
            
	
              Article 22
      (Good Faith Consultation) 

            
	 	
            	
            
	
            	
              Any doubts in
      relation to the interpretation or application of the provisions of this
      Agreement or any matters not provided for in this Agreement shall be
      resolved upon consultation in good faith between the Lessor and the Lessee
      in accordance with the related laws and ordinances and customs.
      

            
	 	
            	
            
	
              Article 22
      (Negotiation for the Purchase of the Building) 

            
	 	
            	
            
	
            	
              The Lessor
      hereby grants to the Lessee the first refusal right (the “Option”) to buy
      the Building and the underlying land (the “Real Building”) exercisable
      during the term of the lease, subject to the terms and conditions
      mentioned below:

            
	 	
            	
            
	
            	(a) 	
              The Lessor and
      the Lessee shall determine the size of the underlying land and identify
      the boundaries of parcel of such land; 

            
	 	
            	
            
	
            	(b) 	
              The price for
      the Real Building shall be the average market price appraised by two real
      Building appraisers practicing in Akita, each one of them appointed by the
      Lessor and the Lessee, respectively; 

            
	 	
            	
            
	
            	(c) 	
              The Lessor and
      the Lessee shall negotiate in good faith the terms and conditions of the
      Service Agreement for the use by the Lessee of the cafeteria and the
      parking lots in the Akita Facility. 

            
	 	
            	
            
	
            	(d)	
              If the Lessee
      and the Lessor agree to the matters mentioned in (a) to (c) above, the
      terms and conditions of such sale
      and purchase shall be those as may be generally used in the sale and
      purchase agreements for real properties for factory use in Akita;
      Provided, however, that the Lessee may designate a third party nominated
      by the Lessee as the buyer from among Migdal Company.
    

            


    

     

    - 7 - 

     

    

    
    


    IN WITNESS WHEREOF,
the parties caused this Agreement to be signed and sealed in duplicate, and each
party shall retain one copy. 

     

         Date:
[                    ]

     

     

     

                   Lessor:

     

     

     

                   Lessee:


     

    - 8 - 

     

    

    
    


    Exhibit 1 

     

    Drawing of the Leased
Space 

     

    

     

    - 9 -