**Exhibit 10.20**

** **

SECONDAMENDMENT TO LEASE

 

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

 

RECITALS

 

A.                                   Landlord (assuccessor by name change to Network Appliance, Inc., a Delawarecorporation, successor-in-interest to Orleans Properties, LLC, a Delawarelimited liability company, successor-in-interest to Westcore OP Orleans, LP, aDelaware limited partnership, successor-in-interest to Orchard MoffettInvestors, a California general partnership, and Kairos, LLC, a Californialimited 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 dateJune 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 squarefeet of office space located within that certain building commonly known as1277 Orleans Drive in Sunnyvale, California (the “Premises”).

 

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

 

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

 

D.                                    Tenant hasrequested 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 theTerm of the Lease for such additional period upon the terms and conditions setforth herein.

 

In consideration of the mutual promises andcovenants herein contained and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretohereby agree as follows:

 

AGREEMENTS

 

1.                                       References.  Allreferences to the “Lease” or “lease” appearing in this Amendment or in theOriginal Lease shall mean, collectively, this Amendment and the Original Leaseas amended by this Amendment.  Allcapitalized terms not defined herein shall have the meanings set forth in theOriginal Lease.

 

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

 

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3.                                       Base Monthly Rent. Tenant shall pay to Landlord Base Monthly Rent during the months of theremainder of the Term of the Original Lease specified below and during theExtension 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  |   |

 

Exceptas modified above, Base Monthly Rent shall be paid in accordance with therequirements of Section 4 of the Lease.

 

4.                                       As-Is.  It isunderstood and agreed between Landlord and Tenant that the Premises is beingleased to Tenant during the Extended Term in an “as-is” condition and thatLandlord is not required to make or pay for any alterations or improvementswith respect thereto; provided, however, that the foregoing shall not relieveLandlord 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’sobligations under Section 2 of the First Addendum to Lease and Section 4of the First Amendment to Lease have been satisfied in full as of the datehereof and Landlord shall have no further obligation with respect thereto.

 

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

 

6.                                       Cooperation. Tenant agrees to cooperate with Landlord with respect to site access andparking distribution as is necessary in order to accommodate Landlord’spotential construction activities.

 

7.                                       Option to Extend. The parties acknowledge that the option to extend the Lease Term grantedto Tenant under Section 1 of the First Amendment to Lease is herebyrendered null and void.  Tenant shallhave no options to extend the Lease Term beyond the Expiration Date set forthherein.

 

8.                                       Miscellaneous.

 

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

 

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

 

B.                                     Severability. If any provision of this Amendment or the application of any provisionof this Amendment to any person or circumstance is, to any extent, held to beinvalid or unenforceable, the remainder of this Amendment or the application ofthat provision to persons or circumstances other than those as to which it isheld invalid or unenforceable, will not be affected, and each provision of thisAmendment 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 withrespect to the matters contained herein, and no prior agreement, arrangement orunderstanding pertaining to any such matters shall be effective for anypurpose.  Except for any subsequentamendments or modifications to the Lease made in accordance with the termsthereof, any agreement made after the date of this Amendment is ineffective tomodify or amend the terms of this Amendment, in whole or in part, unless thatagreement is in writing, is signed by the parties to this Amendment, andspecifically states that that agreement modifies this Amendment.

 

D.                                    Counterparts. This Amendment may be executed in any number of counterparts and eachcounterpart shall be deemed to be an original document.  All executed counterparts together shallconstitute one and the same document, and any counterpart signature pages maybe 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.  Eachindividual executing this Amendment on behalf of his or her respective partyrepresents and warrants that he or she is duly authorized to execute anddeliver this Amendment on behalf of said entity in accordance with thegoverning documents of such entity, and that upon full execution and deliverythis Amendment is binding upon said entity in accordance with its terms.

 

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

 

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

 

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IN WITNESS WHEREOF, the parties have caused thisinstrument 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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