ex10-20.htm


    
       

      EXHIBIT 10.20



      FIFTH
AMENDMENT TO LEASE

      


      THIS FIFTH AMENDMENT TO LEASE (this
“Fifth Amendment”) is dated as of October 1, 2008 and is made between CYPRESS
SEMICONDUCTOR CORPORATION, as Landlord, and SUNPOWER CORPORATION, as Tenant, to
be a part of that certain Office Lease Agreement and all exhibits thereto, dated
for reference purposes only as of May 15,    2006 (the
“Original Lease”), concerning approximately 43,732 rentable square feet (“RSF”),
located within the Premises stated in the Original Lease.  The
Premises are located within the Building commonly known as Building #3, (the
“Building”), located at 3939 N. First Street (the “Land”) as shown on the floor
plan on Exhibit
A to the Original Lease.

      


      Landlord and Tenant now desire to
modify the Original Lease and, in consideration of  the mutual
promises contained herein and for the other good and valuable consideration, the
receipt and sufficiency of which the parties hereby acknowledge, Landlord and
Tenant hereby agree, intending to be bound thereby, that the Original Lease is
modified and supplemented in accordance with the terms and conditions set forth
below:

      


      
        	
                1.  

              	
                Basic
      Terms Item #9 of the Original Lease is hereby amended to state in its
      entirety as follows:

              


      

      


      
        	
                Lease

                Months

              	
                Monthly
      Base

                Rent/SF

              	
                Rentable

                Square
      Feet

              	
                Monthly

                Base

              
	
                1-2

              	
                $0.00/SF

              	
                43,732

              	
                $               -

              
	
                3-8

              	
                $2.16/SF

              	
                43,732

              	
                $      94,461

              
	
                9-12

              	
                $2.16/SF

              	
                45,840

              	
                $     99,014

              
	
                13-14

              	
                $2.25/SF

              	
                45,840

              	
                $   103,140

              
	
                15-24

              	
                $2.25/SF

              	
                51,228

              	
                $   115,263

              
	
                25-29

              	
                $2.34/SF

              	
                55,594

              	
                $   130,190

              
	
                30-36

              	
                $2.34/SF

              	
                60,320

              	
                $   141,149

              
	
                37-48

              	
                $2.43/SF

              	
                60,320

              	
                $   146,578

              
	
                49-60

              	
                $2.53/SF

              	
                60,320

              	
                $   152,610

              


      

      


      
        	
                2.  

              	
                The
      monthly Base Rent remains unchanged through the 8th
      month (or December 31, 2006) as per Original Lease.  However,
      Article 2, Section 2.1, is hereby amended such that the monthly Base Rent
      shall be adjusted to include the additional space added pursuant to
      Section 1 of this Fifth Amendment.     Effective
      during the 9th
      month of the term (or January 1, 2007), the monthly   Base
      Rent shall be adjusted to include the addition 2,108 RSF,
      effective       during the 15th
      month of the term (or July 1, 2007), the monthly Base Rent shall be
      adjusted to include the additional 5,388 RSF, effective during the 25th
      month   of the term (or May 1, 2008), the monthly Base Rent
      shall be adjusted to include the additional 4,366 RSF and, effective
      during the 30th
      month of the term (or October 1, 2008), the monthly base rent shall be
      adjusted to include the  additional 4,726 RSF in each case as
      shown in the Base Rent Table in Basic Terms Item #9 as amended by this
      Fifth Amendment.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                3.  

              	
                Article
      3, Section 3.3 shall be amended to state the adjustment of Tenant’s
      Prorata Share of Excess Operating Expenses as
  follows:

              


      

      


      “Tenant’s Prorata Share of Excess
Operating Expenses” (based on the rentable square footage of the Premises
divided by 61,975 the total
rentable square footage of the Building), shall mean 97% of the Excess
Operating Expenses for the applicable calendar year.  Landlord agrees
to credit Tenant Prorata Share of Excess Operating Expenses for the Electric and
N. Gas line  items outlined Exhibit C. This credit is an estimate and
may be adjusted from  time to time based on varying electric
loads.

      


      
        	
                4.  

              	
                Exhibit
      “A”, the Floor Plan of the Original Lease shall be amended as shown in
      Exhibit A-1 of this Fifth
Amendment.

              


      

      


      
        	
                5.  

              	
                In
      the event of any inconsistency between this Fifth Amendment and
      the   Original Lease, the terms in this Fifth Amendment
      shall prevail.  Except as modified herein, the Original Lease
      remains in full force and effect.

              


      

      


      
        	
                6.  

              	
                The
      Original Lease, as amended by this Fifth Amendment, constitutes the entire
      agreement between the parties and supersedes any previous agreements
      between the parties with respect to the subject matter of this Fifth
      Amendment.  If any provision of this Fifth Amendment is held to
      be illegal, invalid or    unenforceable, in whole or
      in part, such provision will be modified to the minimum extent necessary
      to make it legal, valid and enforceable, and the  legality,
      validity and enforceability of the remaining provisions will not be
      affected thereby.

              


      

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment
as    of the date first set forth above.

      


                                                               

       

      
         

        
          
            	 	CYPRESS SEMICONDUCTOR
      CORP"	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Neil
      H. Weiss	 
	 	 Name:	Neil
      H. Weill	 
	 	 Title:	Sr.
      Vice President, Treasurer	 
	 	 Date:	
                    10/24/08

                     

                  	 


          

          	 	SUNPOWER
      CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Douglas
      J. Richards	 
	 	 Name:	Douglas
      J. Richards	 
	 	 Title:	VP	 
	 	 Date:	10/18/08