exhibit10-9.htm


    FORM OF LEASE
AGREEMENT

     

    Made and signed on the
____ of _______, 2010

     

    
      	BETWEEN:	     	Dale Israel Electronic Industries Ltd.
	  
	
            	
            	Company No. 51-109165-4
	
            	
            	(hereinafter, the “Lessor”)
	
            	
            	of the one part	 
	 
	A N
      D:	
            	Vishay Advanced Technologies Ltd.
	
            	
            	Company No. 51-286814-2
	
            	
            	of 
      	 	 
	
            	
            	(hereinafter, the “Lessee”)
	
            	
            	of the other part	 
	 
	WHEREAS:	
            	The Lessor is the long term leaseholder
      from the Israel Land Administration (hereinafter: “ILA”) of the land known as parcel 1 in
      block 38095 (hereinafter: the “Land”) located on 3 HaKotsar St. in Beer
      Sheva, and the building standing on the Land (hereinafter, the “Building”),
  and;
	 	
            	 
	WHEREAS:	
            	Part of the Building is occupied and
      operated 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 five (5) years commencing on ______________ and
      terminating on _______ (hereinafter: the "Term").


    

    
    

     

    

    
    

     

    
    


    
      	1.03	      	
              The Lessee has an option to
      extend the Term for five (5) periods of one (1) year each, 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 and each of the option terms pursuant to this Section
      1.03.

               

              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 for manufacturing and related
      commercial purposes, and for no other purpose.
	 
	2.	
            	The Rent
	 
	2.01	
            	In
      consideration for the Lease, the Lessee shall pay the Lessor annual rent
      in the amount of 292,500 NIS (hereinafter the "Rent").
	 
	 	
            	The
      annual Rent during the extended term as in section 1.03, should the Term
      be extended, shall be linked to Israeli Consumer Price Index.
	 
	2.02	
            	The
      Rent will be paid every year during the Term, in advance, on the first day
      of each calendar year 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.
	 
	205.	
            	The
      Rent and all other payments made by the Lessee shall be paid in the
      equivalent amount in New Shekels according to the last representative rate
      of exchange of the United States dollar published by the Bank of Israel
      and known on the date of actual 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 B (hereinafter the "Common Areas").

               

              The "Proportional Share" shall be calculated accordingly to the area
      of the Premises in relation to the total area the Building less 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), industrial gases 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 and all
      other costs referred to in the list attached this agreement as
      Appendix C, 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.


    

     

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      	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.
	 
	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 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.


    

     

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      	6.	      	Responsibility of the
      Lessee
	 
	6.01	
            	The
      Lessee is obligated to maintain the Premises during the Term in good
      condition, and 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.
	 
	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 during the entire Term
      insurance as detailed in Appendix D for this Agreement.
	 
	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) in the form annexed hereto as Appendix E.
	 
	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.


    

      

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      	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.
	 
	9.	
            	Vacating the
      Premises
	 
	 	
            	Upon
      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 Hapoalim, Azor Branch (Branch No.
      643).
	 
	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.


    

     

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      	10.04	      	Lessor represents
      that the Premises are not mortgaged.
	 
	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 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.
	 
	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, upon the signing of this
      Agreement, with _________ (hereinafter “the Security”). The Lessor shall have the right to
      use the Security monies 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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